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TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF CERTAIN FINANCIAL DATA

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

Year ended

December 31,

2016

2015

RECONCILIATION FROM GAAP NET PROFIT TO ADJUSTED NET PROFIT

GAAP NET PROFIT (LOSS)

203,924

(29,647

)

Stock based compensation

9,406

7,540

Amortization of acquired intangible assets

9,780

8,696

Financing expense, net associated with Bonds Series F accelerated conversion

80,815

Non cash financing expense related to bank loan early repayment

6,653

Gain from acquisition, net

(50,471

)

Other non-recurring items, see (1) below

2,378

(991

)

Income tax benefit, see (2) b elow

(6,472

)

(17,542

)

ADJUSTED NET PROFIT

175,198

48,871

ADJUSTED NET PROFIT PER SHARE:

Basic

2.00

0.66

Diluted

1.81

0.58

Fully diluted

1.71

0.63

ADJUSTED NET PROFIT USED TO CALCULATE PER SHARE DATA:

Basic

175,198

48,871

Diluted

183,434

48,871

Fully diluted

183,434

65,136

NUMBER OF SHARES AND OTHER SECURITIES USED TO CALCULATE PER SHARE DATA:

Basic

87,480

74,366

Diluted

101,303

84,902

Fully diluted

107,121

103,477

EBITDA CALCULATION:

GAAP OPERATING PROFIT

175,154

81,894

Cost of revenue:

Depreciation of fixed assets

169,958

151,221

Stock based compensation

3,920

2,214

Amortization of acquired intangible assets

9,029

7,944

Acquisition related non-recurring costs

3,005

Research and development:

Stock based compensation

2,119

1,905

Marketing, general and administrative:

Stock based compensation

3,367

3,421

Amortization of acquired intangible assets

751

752

Nishiwaki Fab restructuring and impairment cost (income), net

(627

)

(991

)

EBITDA

366,676

248,360

)

Year ended December 31, 2016 included mainly acquisition related costs; year ended December 31, 2015 included mainly Nishiwaki Fab restructuring and impairment cost (income), net.

)

Year ended December 31, 2016 included $6,472 of income tax benefit in relation to TJP legal entity closure following Nishiwaki Fab cessation of operation announced in 2014; year ended December 31, 2015 included $11,153 income tax benefit resulting from expiration of statute of limitations and $6,389 income tax benefit due to Japanese income tax rate reduction.

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