Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Share Name	Share Symbol	Market	Type
Tower Semiconductor Ltd	NASDAQ:TSEM	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.10	-0.26%	38.73	38.70	38.76	39.095	38.16	38.27	287,554	19:12:55

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of July 2024 No.3

Commission File Number 000-24790

TOWER SEMICONDUCTOR LTD.

(Translation of registrant's name into English)

Ramat Gavriel Industrial Park

P.O. Box 619, Migdal Haemek, Israel 2310502

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

On July 29, 2024, the Registrant issued unaudited condensed interim consolidated financial statements as of June 30, 2024, and for the six- and three-month periods then ended. Attached hereto are the following exhibits.

Exhibit 99.1	Registrant’s unaudited condensed interim consolidated financial statements as of June 30, 2024.
Exhibit 99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Form 6-K, including all exhibits hereto, is hereby incorporated by reference into all effective registration statements filed by us under the Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOWER SEMICONDUCTOR LTD.

Date: July 29, 2024	By:	/s/ Nati Somekh
		Name: Nati Somekh
		Title: Corporate Secretary

Exhibit 99.1

TOWER SEMICONDUCTOR LTD.

AND SUBSIDIARIES

UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

	Page

BALANCE SHEETS	F-2

STATEMENTS OF OPERATIONS	F-3

STATEMENTS OF COMPREHENSIVE INCOME	F-4

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY	F-5

STATEMENTS OF CASH FLOWS	F-6 - F-7

NOTES TO FINANCIAL STATEMENTS	F-8

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollars in thousands)

	As of
	June 30,		December 31,
	2024		2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	265,313	$	260,664
Short-term deposits		903,401		790,823
Marketable securities (*)		65,331		184,960
Trade accounts receivable		165,161		154,067
Inventories		276,082		282,688
Other current assets		35,414		35,956
Total current assets		1,710,702		1,709,158
LONG-TERM INVESTMENTS		8,452		8,452
PROPERTY AND EQUIPMENT, NET		1,199,191		1,155,929
GOODWILL AND OTHER INTANGIBLE ASSETS, NET		11,218		12,115
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET		32,604		32,863
TOTAL ASSETS	$	2,962,167	$	2,918,517
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	61,365	$	58,952
Trade accounts payable		123,782		139,128
Deferred revenue and customers' advances		23,988		18,418
Employee related liabilities		57,121		51,054
Other current liabilities		23,919		9,286
Total current liabilities		290,175		276,838
LONG-TERM DEBT		126,715		172,611
LONG-TERM CUSTOMERS' ADVANCES		16,118		25,710
EMPLOYEE RELATED LIABILITIES		6,123		6,098
DEFERRED TAX AND OTHER LONG-TERM LIABILITIES		10,323		10,221
TOTAL LIABILITIES		449,454		491,478
TOTAL SHAREHOLDERS' EQUITY		2,512,713		2,427,039

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,962,167	$	2,918,517

(*) Marketable securities are available-for-sale securities; the amortized cost of such marketable securities of $66,934 and $188,826 as of June 30, 2024 and December 31, 2023, respectively, is net of an immaterial allowance for credit losses.

See notes to the consolidated financial statements.

F - 2

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars and shares in thousands, except per share data)

	Six months ended June 30,						Three months ended June 30,
	2024			2023			2024			2023
REVENUES	$	678,419		$	712,802		$	351,181		$	357,191
COST OF REVENUES		518,891			530,568			264,259			270,674
GROSS PROFIT		159,528			182,234			86,922			86,517
OPERATING COSTS AND EXPENSES:
Research and development		38,945			38,783			18,994			19,452
Marketing, general and administrative		37,720			36,016			19,050			17,387
Restructuring gain from sale of machinery and equipment, net		-			(50,282	)		-			(1,952	)
Restructuring expense (income), net		(6,270	)		17,776			(6,270	)		1,101
		70,395			42,293			31,774			35,988

OPERATING PROFIT		89,133			139,941			55,148			50,529
FINANCING AND OTHER INCOME, NET		11,694			10,921			7,710			3,924
PROFIT BEFORE INCOME TAX		100,827			150,862			62,858			54,453
INCOME TAX EXPENSE, NET		(1,030	)		(20,788	)		(6,108	)		(5,747	)
NET PROFIT		99,797			130,074			56,750			48,706
Net loss (income) attributable to non-controlling interest		(1,718	)		(7,482	)		(3,305	)		2,484
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	98,079		$	122,592		$	53,445		$	51,190
BASIC EARNINGS PER SHARE:
Earnings per share	$	0.88		$	1.11		$	0.48		$	0.46
Weighted average number of shares		110,938			110,025			111,037			110,088
DILUTED EARNINGS PER SHARE:
Earnings per share	$	0.88		$	1.10		$	0.48		$	0.46
Net profit used for diluted earnings per share	$	98,079		$	122,592		$	53,445		$	51,190
Weighted average number of shares
used for diluted earnings per share		111,964			111,153			111,979			111,234

See notes to the consolidated financial statements.

F - 3

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollars in thousands)

	Six months ended June 30,						Three months ended June 30,
	2024			2023			2024			2023
Net profit	$	99,797		$	130,074		$	56,750		$	48,706
Other comprehensive income, net of tax:
Foreign currency translation adjustment		(16,056	)		(12,818	)		(7,483	)		(11,904	)
Unrealized loss on derivatives		(3,740	)		(2,727	)		(2,668	)		(1,964	)
Change in employees plan assets and benefit obligations		(55	)		185			(28	)		93
Comprehensive income		79,946			114,714			46,571			34,931
Comprehensive loss (income) attributable to non-controlling interest		(1,718	)		(7,482	)		(3,305	)		2,484
Comprehensive income attributable to the Company	$	78,228		$	107,232		$	43,266		$	37,415

See notes to the consolidated financial statements.

F - 4

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

(dollars and share data in thousands)

	THE COMPANY'S SHAREHOLDERS' EQUITY
										Accumulated			Foreign
	Ordinary		Ordinary		Additional					other			currency								Total			Non
	shares		shares		paid-in			Unearned		comprehensive			translation			Accumulated		Treasury			comprehensive			controlling
	issued		amount		capital			compensation		income (loss)			adjustments			profit		stock			income			interest			Total
BALANCE AS OF JANUARY 1, 2024		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 period:
Exercise of RSUs		245		1,007		(1,007	)																					-
Employee stock-based compensation									14,711																			14,711
Other comprehensive income:
Net profit																	98,079				$	98,079			1,718			99,797
Foreign currency translation adjustments														(16,056	)							(16,056	)		(8,983	)		(25,039	)
Unrealized loss on derivatives											(3,740	)										(3,740	)					(3,740	)
Change in employees plan assets and benefit obligations											(55	)										(55	)					(55	)
Comprehensive income																					$	78,228
BALANCE AS OF JUNE 30, 2024		111,157	$	444,638	$	1,379,910		$	217,054	$	(1,288	)	$	(71,498	)	$	565,694	$	(9,072	)				$	(12,725	)	$	2,512,713
OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF JUNE 30, 2024		111,070

See notes to the consolidated financial statements.

F - 5

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

	Six months ended June 30,
	2024			2023
CASH FLOWS - OPERATING ACTIVITIES
Net profit for the period	$	99,797		$	130,074
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		125,111			125,966
Effect of exchange rate differences and fair value adjustment		852			2,176
Other expense, net		5,993			666
Changes in assets and liabilities:
Trade accounts receivable		(13,943	)		(13,828	)
Other current assets		(10,313	)		976
Inventories		(5,959	)		(41,105	)
Trade accounts payable		12,818			19,830
Deferred revenue and customers' advances		(4,022	)		(26,193	)
Employee related liabilities and other current liabilities		17,142			(50,533	)
Long-term employee related liabilities		25			638
Deferred tax, net and other long-term liabilities		(4,378	)		(446	)
Net cash provided by operating activities		223,123			148,221
CASH FLOWS - INVESTING ACTIVITIES
Investments in property and equipment, net		(210,633	)		(194,678	)
Deposits and marketable securities, net		16,330			66,809
Net cash used in investing activities		(194,303	)		(127,869	)
CASH FLOWS - FINANCING ACTIVITIES
Principal payments on account of capital lease obligation		(18,848	)		(20,396	)
Debentures repayment		-			(18,493	)
Proceeds from an investment in a subsidiary		-			1,932
Net cash used in financing activities		(18,848	)		(36,957	)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE		(5,323	)		(5,959	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		4,649			(22,564	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		260,664			340,759
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	265,313		$	318,195

See notes to the consolidated financial statements.

F - 6

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

	Six months ended June 30,
	2024		2023
NON-CASH ACTIVITIES:
Investments in property and equipment	$	68,901	$	67,967
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash received during the period from interest, net of interest paid	$	14,166	$	10,785
Cash paid for income tax, net during the period	$	4,801	$	6,916

See notes to the consolidated financial statements.

F - 7

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS AS OF JUNE 30, 2024

(dollars in thousands, except per share data)

NOTE 1 - GENERAL

Basis for Presentation

The unaudited condensed interim consolidated financial statements of Tower Semiconductor Ltd. (“Tower”) as of June 30, 2024 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. (collectively referred to herein as “TSNB”), (2) Tower Semiconductor San Antonio, Inc. (“TSSA”), (ii) its 51% owned subsidiary, Tower Partners Semiconductor Co., Ltd. (“TPSCo”) and (iii) its wholly-owned subsidiary, Tower Semiconductor Italy S.r.l. (“TSIT”).

The Company’s unaudited condensed interim consolidated financial statements are presented after elimination of inter-company transactions and balances and are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”).

The unaudited condensed interim consolidated financial statements of the Company should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2023 and for the year then ended, including the notes thereto.

In the opinion of the Company's management, the unaudited condensed interim consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s financial position as of the dates presented and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected on a full-year basis.

F - 8

Exhibit 99.2

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The information contained in this section should be read in conjunction with (1) our unaudited condensed interim consolidated financial statements as of June 30, 2024 and for the six months then ended and related notes included in this report and (2) our audited consolidated financial statements and related notes included in our Annual Report on Form 20-F for the year ended December 31, 2023 and the other information contained in such annual report, particularly the information in Item 5 - “Operating and Financial Review and Prospects”. Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

Results of Operations

The following table sets forth certain statement of operations data as a percentage of total revenues for the six months ended June 30, 2024 and 2023:

Details	2024			2023
Revenues		100	%		100	%
Cost of revenues		76.5			74.4
Gross profit		23.5			25.6
Research and development		5.7			5.4
Marketing, general and administrative		5.6			5.1
Restructuring gain from sale of machinery and equipment, net		--			(7.1	)
Restructuring expense (income), net		(0.9	)		2.6
Operating profit		13.1			19.6
Financing and other income, net		1.8			1.6
Profit before income tax		14.9			21.2
Income tax expense, net		(0.2	)		(3.0	)
Net profit		14.7			18.2
Net income attributable to non-controlling interest		(0.2	)		(1.0	)
Net profit attributable to the company		14.5	%		17.2	%

The following table sets forth certain statement of operations data for the six months ended June 30, 2024 and 2023 (dollars in thousands):

Details	2024			2023
Revenues	$	678,419		$	712,802
Cost of revenues		518,891			530,568
Gross profit		159,528			182,234
Research and development		38,945			38,783
Marketing, general and administrative		37,720			36,016
Restructuring gain from sale of machinery and equipment, net		--			(50,282	)
Restructuring expense (income), net		(6,270	)		17,776
Operating profit		89,133			139,941
Financing and other income, net		11,694			10,921
Profit before income tax		100,827			150,862
Income tax expense, net		(1,030	)		(20,788	)
Net profit		99,797			130,074
Net income attributable to non-controlling interest		(1,718	)		(7,482	)
Net profit attributable to the company	$	98,079		$	122,592

Six months ended June 30, 2024 compared to six months ended June 30, 2023

Revenues

Revenues for the six months ended June 30, 2024 amounted to $678.4 million, as compared to $712.8 million for the six months ended June 30, 2023. The $34.4 million revenues decrease is attributed mainly to a decrease in the quantity of silicon wafers shipped to our foundry customers from our facilities during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

Cost of Revenues

Cost of revenues for the six months ended June 30, 2024 amounted to $518.9 million as compared to $530.6 million for the six months ended June 30, 2023. The $11.7 million decrease in cost of revenues is mainly due to the decreased quantity of wafers shipped to our foundry customers from our facilities as described above, resulting in lower variable and other costs.

Gross Profit

Gross profit for the six months ended June 30, 2024 amounted to $159.5 million as compared to $182.2 million for the six months ended June 30, 2023. The $22.7 million decrease in gross profit resulted from the $34.4 million revenues decrease, net of the $11.7 million decrease in cost of revenues, as described above.

Research and Development

Research and development expense for the six months ended June 30, 2024, amounted to $38.9 million, as compared to $38.8 million in the six months ended June 30, 2023.

Marketing, General and Administrative

Marketing, general and administrative expense for the six months ended June 30, 2024 amounted to $37.7 million, as compared to $36.0 million in the six months ended June 30, 2023.

Restructuring Gain from Sale of Machinery and Equipment, net

Restructuring gain from sale of machinery and equipment, net, for the six months ended June 30, 2023 amounted to $50.3 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 executed during 2022 as described in Note 14B(2) to our financial statements for the year ended December 31, 2023.

Restructuring Expense (Income), net

Restructuring income, net, for the six months ended June 30, 2024 amounted to $6.3 million as compared to $17.8 million restructuring expense, net, for the six months ended June 30, 2023, and resulted from the reorganization and restructuring of our Japan operations executed during 2022, as described in Note 14B(2) to our financial statements for the year ended December 31, 2023.

	Page
	2 of 5

Operating Profit

Operating profit for the six months ended June 30, 2024 amounted to $89.1 million as compared to $139.9 million for the six months ended June 30, 2023. The $50.8 million decrease in operating profit resulted mainly from the $50.3 million restructuring gain from the sale of machinery and equipment, net during the six months ended June 30, 2023 and the $22.7 million decrease in gross profit described above, offset by the $24.1 million increase in restructuring income, net, as described above.

Financing and Other Income, net

Financing and other income, net, for the six months ended June 30, 2024 amounted to $11.7 million as compared to $10.9 million for the six months ended June 30, 2023. The $0.8 million increase in financing and other income, net, is mainly due to higher interest income on higher amount of bank deposits.

Income Tax Expense, net

Income tax expense, net, for the six months ended June 30, 2024 amounted to $1.0 million as compared to $20.8 million for the six months ended June 30, 2023. The $19.8 million decrease in income tax expense, net, is mainly a result of $50.0 million decrease in profit before income tax for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, resulting mainly from the decrease in operating profit, as described above.

Net Profit

Net profit for the six months ended June 30, 2024 amounted to $99.8 million as compared to $130.1 million for the six months ended June 30, 2023. The $30.3 million decrease in net profit is mainly due to the decrease in operating profit described above, offset by the decrease in income tax expense, net, described above.

Net Income Attributable to Non-Controlling Interest

Net income attributable to non-controlling interest for the six months ended June 30, 2024 amounted to $1.7 million as compared to $7.5 million for the six months ended June 30, 2023. The $5.8 million decrease resulted from the decrease of $11.8 million in TPSCo’s net profit (in which we hold 51%), which reduction is mainly due to the restructuring gain recorded in 2023 from the sale of machinery and equipment in relation with the reorganization and restructuring of our Japan operations executed during 2022, as described in Note 14B(2) to our financial statements for the year ended December 31, 2023.

	Page
	3 of 5

Net Profit Attributable to the Company

Net profit attributable to the company for the six months ended June 30, 2024 amounted to $98.1 million as compared to $122.6 million for the six months ended June 30, 2023. The $24.5 million decrease in net profit attributable to the company is mainly due to the decrease in net profit of $30.3 million as described above, offset by the decrease in net income attributable to non-controlling interest of $5.8 million, as described above.

Impact of Currency Fluctuations

The Company currently operates in three different regions: the United States, Japan and Israel. In addition, the Company has activities in Italy related to the ST facility in Agrate, Italy. The functional currency of the Company’s entities in the United States, Israel and Italy is the US dollar (“USD”). The functional currency of the Company’s operations in Japan is the Japanese Yen (“JPY”). The Company’s expenses and costs are denominated mainly in USD, JPY and New Israeli Shekels (“NIS”), revenues are denominated mainly in USD and JPY, and the cash from operations, investing and financing activities is denominated mainly in USD, JPY and NIS. Therefore, the Company is exposed to the risk of currency exchange rate fluctuations in Israel and Japan. Once the facility in Italy will reach its production phase, the Company’s results would also be exposed to the Euro exchange rate fluctuations in relation to the USD regarding any costs denominated in Euro, and this exposure would be partially mitigated and contained within a pre-defined fixed range through foreign currency cylinder and forward transactions which the Company is engaging with.

The USD cost of the Company’s operations in Israel is influenced by changes in the USD-to-NIS exchange rate, with respect to costs that are denominated in NIS. During the six months ended June 30, 2024, the USD appreciated against the NIS by 3.6%, as compared to 4.9% appreciation during the six months ended June 30, 2023.

The fluctuation of the USD against the NIS may affect the Company’s results of operations as it relates to the entity in Israel. Appreciation of the NIS may increase cost, in USD terms, of some of the Israeli facilities, as well as utilities and labor costs that are denominated in NIS, which may lead to erosion of profit margins. The Company uses foreign currency cylinder and forward transactions to hedge a portion of this currency exposure to be contained within a pre-defined fixed range.

The majority of TPSCo’s revenues are denominated in JPY and the majority of TPSCo’s expenses are in JPY, which limits the exposure to fluctuations of the USD/JPY exchange rate on TPSCo’s results of operations. In order to mitigate a portion of the net exposure to the USD/JPY exchange rate, the Company has engaged in cylinder hedging transactions to contain the currency’s fluctuation within a pre-defined, fixed range.

During the six months ended June 30, 2024, the USD appreciated against the JPY by 13.7%, as compared to 9.3% appreciation during the six months ended June 30, 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.

	Page
	4 of 5

Liquidity and Capital Resources

As of June 30, 2024, the Company had an aggregate amount of $265.3 million in cash and cash equivalents, as compared to $260.7 million as of December 31, 2023. The main cash items during the six months ended June 30, 2024 were as follows: $223.1 million net cash provided by operating activities; $210.6 million invested in property and equipment, net; $16.3 million received from proceeds from sales of short-term deposits and marketable securities, net; and $18.8 million debt repaid.

Short-term and long-term debt presented in the balance sheet as of June 30, 2024 amounted to $61.4 million and $126.7 million, respectively, and included loans, operating leases and capital leases.

Recent Developments

The hostilities described in Item 1D “Risk Factors” of our annual report on Form 20-F under the caption “Risks Affecting Our Operations in Israel” continue. As of the date of this report, these hostilities have not had a material effect on the Company’s business and operations.

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	5 of 5

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2024
Entity Registrant Name	TOWER SEMICONDUCTOR LTD.
Entity Central Index Key	0000928876
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Type	6-K
Document Period End Date	Jun. 30, 2024
Entity File Number	000-24790
Entity Address, Address Line One	Ramat Gavriel Industrial Park
Entity Address, Address Line Two	P.O. Box 619
Entity Address, City or Town	Migdal Haemek
Entity Address Country	IL
Entity Address, Postal Zip Code	2310502

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

CURRENT ASSETS

Cash and cash equivalents

$ 265,313

$ 260,664

Short-term deposits

903,401

790,823

Marketable securities

^[1]

65,331

184,960

Trade accounts receivable

165,161

154,067

Inventories

276,082

282,688

Other current assets

35,414

35,956

Total current assets

1,710,702

1,709,158

LONG-TERM INVESTMENTS

8,452

PROPERTY AND EQUIPMENT, NET

1,199,191

1,155,929

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

11,218

12,115

DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET

32,604

32,863

TOTAL ASSETS

2,962,167

2,918,517

CURRENT LIABILITIES

Current maturities of long-term debt

61,365

58,952

Trade accounts payable

123,782

139,128

Deferred revenue and customers' advances

23,988

18,418

Employee related liabilities

57,121

51,054

Other current liabilities

23,919

9,286

Total current liabilities

290,175

276,838

LONG-TERM DEBT

126,715

172,611

LONG-TERM CUSTOMERS' ADVANCES

16,118

25,710

EMPLOYEE RELATED LIABILITIES

6,123

6,098

DEFERRED TAX AND OTHER LONG-TERM LIABILITIES

10,323

10,221

TOTAL LIABILITIES

449,454

491,478

TOTAL SHAREHOLDERS' EQUITY

2,512,713

2,427,039

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$ 2,962,167

$ 2,918,517

[1]	Marketable securities are available-for-sale securities; the amortized cost of such marketable securities of $66,934 and $188,826 as of June 30, 2024 and December 31, 2023, respectively, is presented net of an immaterial allowance for credit losses.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Amortized cost	$ 66,934	$ 188,826

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
REVENUES	$ 351,181	$ 357,191	$ 678,419	$ 712,802
COST OF REVENUES	264,259	270,674	518,891	530,568
GROSS PROFIT	86,922	86,517	159,528	182,234
OPERATING COSTS AND EXPENSES:
Research and development	18,994	19,452	38,945	38,783
Marketing, general and administrative	19,050	17,387	37,720	36,016
Restructuring gain from sale of machinery and equipment, net	0	(1,952)	0	(50,282)
Restructuring expense (income), net	(6,270)	1,101	(6,270)	17,776
TOTAL OPERATING COSTS AND EXPENSES	31,774	35,988	70,395	42,293
OPERATING PROFIT	55,148	50,529	89,133	139,941
FINANCING AND OTHER INCOME, NET	7,710	3,924	11,694	10,921
PROFIT BEFORE INCOME TAX	62,858	54,453	100,827	150,862
INCOME TAX EXPENSE, NET	(6,108)	(5,747)	(1,030)	(20,788)
NET PROFIT	56,750	48,706	99,797	130,074
Net loss (income) attributable to non-controlling interest	(3,305)	2,484	(1,718)	(7,482)
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$ 53,445	$ 51,190	$ 98,079	$ 122,592
BASIC EARNINGS PER SHARE
Earnings per share	$ 0.48	$ 0.46	$ 0.88	$ 1.11
Weighted average number of shares	111,037	110,088	110,938	110,025
DILUTED EARNINGS PER SHARE:
Earnings per share	$ 0.48	$ 0.46	$ 0.88	$ 1.1
Net profit used for diluted earnings per share	$ 53,445	$ 51,190	$ 98,079	$ 122,592
Weighted average number of shares used for diluted earnings per share	111,979	111,234	111,964	111,153

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net profit	$ 56,750	$ 48,706	$ 99,797	$ 130,074
Other comprehensive income, net of tax:
Foreign currency translation adjustment	(7,483)	(11,904)	(16,056)	(12,818)
Unrealized loss on derivatives	(2,668)	(1,964)	(3,740)	(2,727)
Change in employees plan assets and benefit obligations	(28)	93	(55)	185
Comprehensive income	46,571	34,931	79,946	114,714
Comprehensive loss (income) attributable to non-controlling interest	(3,305)	2,484	(1,718)	(7,482)
Comprehensive income attributable to the Company	$ 43,266	$ 37,415	$ 78,228	$ 107,232

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) - 6 months ended Jun. 30, 2024 - USD ($) shares in Thousands, $ in Thousands	Ordinary shares [Member]	Additional paid-in capital [Member]	Unearned compensation [Member]	Accumulated other comprehensive income (loss) [Member]	Foreign currency translation adjustments [Member]	Accumulated profit [Member]	Treasury stock [Member]	Total comprehensive income [Member]	Noncontrolling interest [Member]	Total
BALANCE at Dec. 31, 2023	$ 443,631	$ 1,380,917	$ 202,343	$ 2,507	$ (55,442)	$ 467,615	$ (9,072)		$ (5,460)	$ 2,427,039
BALANCE, SHARES at Dec. 31, 2023	110,912
Exercise of RSUs	$ 1,007	(1,007)								0
Exercise of RSUs, shares	245
Employee stock-based compensation			14,711							14,711
Other comprehensive income:
Net profit						98,079		$ 98,079	1,718	99,797
Foreign currency translation adjustments					(16,056)			(16,056)	(8,983)	(25,039)
Unrealized loss on derivatives				(3,740)				(3,740)		(3,740)
Change in employees plan assets and benefit obligations				(55)				(55)		(55)
Comprehensive income								$ 78,228		78,228
BALANCE at Jun. 30, 2024	$ 444,638	$ 1,379,910	$ 217,054	$ (1,288)	$ (71,498)	$ 565,694	$ (9,072)		$ (12,725)	$ 2,512,713
BALANCE, SHARES at Jun. 30, 2024	111,157
OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF JUNE 30, 2024 at Jun. 30, 2024	111,070

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS - OPERATING ACTIVITIES
Net profit for the period	$ 99,797	$ 130,074
Income and expense items not involving cash flows:
Depreciation and amortization	125,111	125,966
Effect of exchange rate differences and fair value adjustment	852	2,176
Other expense, net	5,993	666
Changes in assets and liabilities:
Trade accounts receivable	(13,943)	(13,828)
Other current assets	(10,313)	976
Inventories	(5,959)	(41,105)
Trade accounts payable	12,818	19,830
Deferred revenue and customers' advances	(4,022)	(26,193)
Employee related liabilities and other current liabilities	17,142	(50,533)
Long-term employee related liabilities	25	638
Deferred tax, net and other long-term liabilities	(4,378)	(446)
Net cash provided by operating activities	223,123	148,221
CASH FLOWS - INVESTING ACTIVITIES
Investments in property and equipment, net	(210,633)	(194,678)
Deposits and marketable securities, net	16,330	66,809
Net cash used in investing activities	(194,303)	(127,869)
CASH FLOWS - FINANCING ACTIVITIES
Principal payments on account of capital lease obligation	(18,848)	(20,396)
Debentures repayment	0	(18,493)
Proceeds from an investment in a subsidiary	0	1,932
Net cash used in financing activities	(18,848)	(36,957)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE	(5,323)	(5,959)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	4,649	(22,564)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	260,664	340,759
CASH AND CASH EQUIVALENTS - END OF PERIOD	265,313	318,195
NON-CASH ACTIVITIES:
Investments in property and equipment	68,901	67,967
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash received during the period from interest, net of interest paid	14,166	10,785
Cash paid for income tax, net during the period	$ 4,801	$ 6,916

GENERAL	6 Months Ended
GENERAL	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GENERAL	NOTE 1 - GENERAL Basis for Presentation The unaudited condensed interim consolidated financial statements of Tower Semiconductor Ltd. (“Tower”) as of June 30, 2024 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. (collectively referred to herein as “TSNB”), (2) Tower Semiconductor San Antonio, Inc. (“TSSA”), (ii) its 51% owned subsidiary, Tower Partners Semiconductor Co., Ltd. (“TPSCo”) and (iii) its wholly-owned subsidiary, Tower Semiconductor Italy S.r.l. (“TSIT”). The Company’s unaudited condensed interim consolidated financial statements are presented after elimination of inter-company transactions and balances and are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”). The unaudited condensed interim consolidated financial statements of the Company should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2023 and for the year then ended, including the notes thereto. In the opinion of the Company's management, the unaudited condensed interim consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s financial position as of the dates presented and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected on a full-year basis.

GENERAL (details)	Jun. 30, 2024
TPSCo [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of interests acquired	51.00%

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TSEM Tower Semiconductor Ltd