Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Entity Registrant Name | TOWER SEMICONDUCTOR LTD. |
Entity Central Index Key | 0000928876 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2023 |
Entity File Number | 0-24790 |
Entity Incorporation, State or Country Code | IL |
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 |
Title of 12(b) Security | Ordinary Shares, par value New Israeli Shekels 15.00 per share |
Trading Symbol | TSEM |
Name of Exchange on which Security is Registered | NASDAQ |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 110,824,754 |
Auditor Firm ID | 1197 |
Auditor Location | Tel Aviv, Israel |
Auditor Name | Brightman Almagor Zohar & Co. |
ICFR Auditor Attestation Flag | true |
Document Financial Statement Error Correction [Flag] | false |
Business Contact [Member] | |
Contact Personnel Name | Nati Somekh |
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 |
City Area Code | 972 |
Local Phone Number | 4-6506109 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 260,664 | $ 340,759 | |
Short-term deposits | 790,823 | 495,359 | |
Marketable securities | [1] | 184,960 | 169,694 |
Trade accounts receivable | 154,067 | 152,935 | |
Inventories | 282,688 | 302,108 | |
Other Assets | 35,956 | 34,319 | |
Total current assets | 1,709,158 | 1,495,174 | |
LONG-TERM INVESTMENTS | 8,452 | 8,796 | |
PROPERTY AND EQUIPMENT, NET | 1,155,929 | 962,258 | |
INTANGIBLE ASSETS, NET | 5,115 | 7,031 | |
GOODWILL | 7,000 | 7,000 | |
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | 32,863 | 67,349 | |
TOTAL ASSETS | 2,918,517 | 2,547,608 | |
CURRENT LIABILITIES | |||
Debt, Current | 58,952 | 62,275 | |
Trade accounts payable | 139,128 | 150,930 | |
Deferred revenue and customers' advances | 18,418 | 38,911 | |
Employee related liabilities | 51,054 | 58,920 | |
Other current liabilities | 9,286 | 76,352 | |
Total current liabilities | 276,838 | 387,388 | |
LONG-TERM DEBT | 172,611 | 210,069 | |
LONG-TERM CUSTOMERS' ADVANCES | 25,710 | 40,893 | |
EMPLOYEE RELATED LIABILITIES | 6,098 | 7,711 | |
DEFERRED TAX AND OTHER LONG-TERM LIABILITIES | 10,221 | 13,006 | |
TOTAL LIABILITIES | 491,478 | 659,067 | |
Ordinary shares of NIS 15 par value: 150,000 authorized as of December 31, 2023 and 2022 110,912 and 110,825 issued and outstanding, respectively, as of December 31, 2023 110,041 and 109,954 issued and outstanding, respectively, as of December 31, 2022 | 443,631 | 440,150 | |
Additional paid-in capital | 1,380,917 | 1,384,398 | |
Cumulative stock based compensation | 202,343 | 174,121 | |
Accumulated other comprehensive loss | (52,935) | (47,537) | |
Retained earnings (accumulated deficit) | 467,615 | (50,879) | |
TOTAL SHAREHOLDERS' EQUITY, GROSS | 2,441,571 | 1,900,253 | |
Treasury stock, at cost - 87 shares | (9,072) | (9,072) | |
THE COMPANY'S SHAREHOLDERS' EQUITY | 2,432,499 | 1,891,181 | |
Non-controlling interest | (5,460) | (2,640) | |
TOTAL SHAREHOLDERS' EQUITY | 2,427,039 | 1,888,541 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,918,517 | $ 2,547,608 | |
[1]Marketable securities are available-for-sale securities; the amortized cost of such marketable securities of $188,826 and $181,247 as of December 31, 2023 and December 31, 2022, respectively, is presented net of an immaterial allowance for credit losses. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) shares in Thousands, $ in Thousands | Dec. 31, 2023 ₪ / shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 ₪ / shares | Dec. 31, 2022 USD ($) shares | ||
Statement of Financial Position [Abstract] | ||||||
Amortized cost | $ | $ 188,826 | [1] | $ 181,247 | [2] | ||
Ordinary shares, par value | ₪ / shares | ₪ 15 | ₪ 15 | ||||
Ordinary shares, authorized | 150,000 | 150,000 | ||||
Ordinary shares, issued | 110,912 | 110,041 | ||||
Common Stock, Shares, Outstanding | 110,825 | 109,954 | ||||
Treasury stock, shares | 87 | 87 | ||||
[1]Excluding accrued interest of $1,250.[2]Excluding accrued interest of $706. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
REVENUES | $ 1,422,680 | $ 1,677,614 | $ 1,508,166 |
COST OF REVENUES | 1,069,161 | 1,211,306 | 1,179,048 |
GROSS PROFIT | 353,519 | 466,308 | 329,118 |
OPERATING COSTS AND EXPENSES: | |||
Research and development | 79,808 | 83,911 | 85,386 |
Marketing, general and administrative | 72,454 | 80,282 | 77,221 |
Restructuring gain from sale of machinery and equipment, net | (52,168) | (20,243) | 0 |
Restructuring expense | 19,662 | 10,684 | 0 |
Merger-contract termination fee, net | (313,501) | 0 | 0 |
TOTAL OPERATING COSTS AND EXPENSES | (193,745) | 154,634 | 162,607 |
OPERATING PROFIT | 547,264 | 311,674 | 166,511 |
FINANCING INCOME (EXPENSE), NET | 30,531 | (12,767) | (12,873) |
OTHER INCOME (EXPENSE), NET | 7,047 | (6,934) | 1,461 |
PROFIT BEFORE INCOME TAX | 584,842 | 291,973 | 155,099 |
INCOME TAX EXPENSE, NET | (65,312) | (25,502) | (1,024) |
NET PROFIT | 519,530 | 266,471 | 154,075 |
Net income attributable to non-controlling interest | (1,036) | (1,902) | (4,063) |
NET PROFIT ATTRIBUTABLE TO THE COMPANY | $ 518,494 | $ 264,569 | $ 150,012 |
BASIC EARNINGS PER SHARE | |||
Earnings per share | $ 4.7 | $ 2.42 | $ 1.39 |
Weighted average number of shares | 110,289 | 109,349 | 108,279 |
DILUTED EARNINGS PER ORDINARY SHARE: | |||
Earnings per share | $ 4.66 | $ 2.39 | $ 1.37 |
Net profit used for diluted earnings per share | $ 518,494 | $ 264,569 | $ 150,012 |
Weighted average number of ordinary shares outstanding used for diluted earnings per share | 111,216 | 110,754 | 109,798 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net profit | $ 519,530 | $ 266,471 | $ 154,075 |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustment | (15,761) | (27,595) | (18,995) |
Change in employees plan assets and benefit obligations, net of taxes | (222) | (938) | 709 |
Unrealized gain (loss) on derivatives and marketable securities | 4,769 | (690) | (859) |
Comprehensive income | 508,316 | 237,248 | 134,930 |
Comprehensive loss attributable to non-controlling interest | 4,780 | 7,667 | 3,708 |
Comprehensive income attributable to the Company | $ 513,096 | $ 244,915 | $ 138,638 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 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] | Retained earnings (accumulated deficit) [Member] | Treasury stock [Member] | Comprehensive income [Member] | Noncontrolling interest [Member] | Total |
BALANCE at Dec. 31, 2020 | $ 430,996 | $ 1,393,095 | $ 124,762 | $ (262) | $ (16,247) | $ (465,460) | $ (9,072) | $ (2,910) | $ 1,454,902 | |
BALANCE, SHARES at Dec. 31, 2020 | 108,010 | |||||||||
Exercise of options and RSUs | $ 4,457 | (4,044) | 413 | |||||||
Exercise of options and RSUs, shares | 960 | |||||||||
Employee stock-based compensation | 25,144 | 25,144 | ||||||||
Other comprehensive income: | ||||||||||
Profit | 150,012 | $ 150,012 | 4,063 | 154,075 | ||||||
Foreign currency translation adjustments | (11,224) | (11,224) | (7,771) | (18,995) | ||||||
Change in employees plan assets and benefit obligations | 709 | 709 | 709 | |||||||
Unrealized loss on derivatives and marketable securities | (859) | (859) | (859) | |||||||
Comprehensive income | 138,638 | 138,638 | ||||||||
BALANCE at Dec. 31, 2021 | $ 435,453 | 1,389,051 | 149,906 | (412) | (27,471) | (315,448) | (9,072) | (6,618) | 1,615,389 | |
BALANCE, SHARES at Dec. 31, 2021 | 108,970 | |||||||||
Proceeds from an investment in a subsidiary | 11,645 | 11,645 | ||||||||
Exercise of options and RSUs | $ 4,697 | (4,653) | 44 | |||||||
Exercise of options and RSUs, shares | 1,071 | |||||||||
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) | ||||||
Change in employees plan assets and benefit obligations | (938) | (938) | (938) | |||||||
Unrealized loss on derivatives and marketable securities | (690) | (690) | (690) | |||||||
Comprehensive income | 244,915 | 244,915 | ||||||||
BALANCE at Dec. 31, 2022 | $ 440,150 | 1,384,398 | 174,121 | (2,040) | (45,497) | (50,879) | (9,072) | (2,640) | 1,888,541 | |
BALANCE, SHARES at Dec. 31, 2022 | 110,041 | |||||||||
Proceeds from an investment in a subsidiary | 1,960 | 1,960 | ||||||||
Exercise of options and RSUs | $ 3,481 | (3,481) | 0 | |||||||
Exercise of options and RSUs, shares | 871 | |||||||||
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) | ||||||
Change in employees plan assets and benefit obligations | (222) | (222) | (222) | |||||||
Unrealized loss on derivatives and marketable securities | 4,769 | 4,769 | 4,769 | |||||||
Comprehensive income | $ 513,096 | 513,096 | ||||||||
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 | |||||||||
OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF DECEMBER 31, 2023 at Dec. 31, 2023 | 110,825 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS - OPERATING ACTIVITIES | |||
Net profit for the period | $ 519,530 | $ 266,471 | $ 154,075 |
Income and expense items not involving cash flows: | |||
Depreciation and amortization | 258,021 | 292,638 | 270,710 |
Effect of exchange rate differences and fair value adjustment | (1,632) | 10,362 | 1,138 |
Other expense (income), net | (7,047) | 6,934 | (1,461) |
Changes in assets and liabilities: | |||
Trade accounts receivable | (3,160) | (15,232) | 14,335 |
Other current assets | (9,541) | 20,427 | (26,731) |
Inventories | 8,682 | (77,891) | (44,192) |
Trade accounts payable | (8,254) | (20,893) | (25,004) |
Deferred revenue and customers' advances | (35,676) | (30,069) | 74,524 |
Employee related liabilities and other current liabilities | (70,163) | 61,033 | 16,850 |
Long-term employee related liabilities | (1,210) | 2,956 | (2,681) |
Deferred tax, net and other long-term liabilities | 27,011 | 13,084 | (10,270) |
Net cash provided by operating activities | 676,561 | 529,820 | 421,293 |
CASH FLOWS - INVESTING ACTIVITIES | |||
Investments in property and equipment, net | (444,502) | (366,403) | (313,808) |
Proceeds related to sale and disposal of property and equipment | 12,318 | 152,866 | 34,548 |
Proceeds from investment realization | 12,458 | 2,574 | 0 |
Investments in other assets | (605) | (1,037) | (1,792) |
Deposits and marketable securities, net | (300,516) | (117,448) | (57,892) |
Net cash used in investing activities | (720,847) | (329,448) | (338,944) |
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from an investment in a subsidiary | 1,932 | 11,685 | 0 |
Exercise of options, net | 0 | 44 | 458 |
Proceeds from loans | 24,180 | 0 | 96,143 |
Loans repayment | 0 | 0 | (97,174) |
Principal payments on account of capital lease obligation | (38,033) | (38,536) | (35,391) |
Debentures repayment | (18,493) | (39,843) | (40,893) |
Net cash used in financing activities | (30,414) | (66,650) | (76,857) |
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE | (5,395) | (3,893) | (6,245) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (80,095) | 129,829 | (753) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 340,759 | 210,930 | 211,683 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 260,664 | 340,759 | 210,930 |
NON-CASH ACTIVITIES: | |||
Investments in property and equipment | 164,667 | 169,376 | 65,634 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash received during the period from interest | 30,475 | 12,358 | 5,590 |
Cash paid during the period for interest | 4,519 | 4,458 | 4,561 |
Cash paid for income taxes, net during the period | $ 12,739 | $ 12,802 | $ 8,288 |
DESCRIPTION OF BUSINESS AND GEN
DESCRIPTION OF BUSINESS AND GENERAL | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND GENERAL | 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 14B2), in Hokuriku Japan. The other 49% of TPSCo’s shares are 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 during 2021 following the collaborative arrangement signed in June 2021 with ST Microelectronics S.r.l (“ST”) according to which TSIT will share a new 300 mm facility with ST in Agrate, Italy. TSIT is currently installing certain tools in the Agrate facility and developing certain processes and technologies that it expects to qualify and ramp-up at said facility (see Note 14E). 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, 2023, the Company owns two facilities in Israel (150mm and 200mm), two in the U.S. (200mm), two in Japan through TPSCo (one 200mm and one 300mm), is sharing clean room and capacity in a 300mm facility in Italy with ST, and has signed a contract to establish a capacity corridor in Intel Corporation’s (“Intel”) 300mm facility in New Mexico, USA 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 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" The Company classifies its marketable securities as "available-for-sale", as the Company intends to hold them for an indefinite period of time, but not 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. 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 recognized as a charge 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. The Company concluded that the current expected credit losses on its available-for-sale investment portfolio were immaterial. H. Trade Accounts Receivable - 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" The total allowance for expected credit losses was $4,790 and $3,460 as of December 31, 2023 and 2022, 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. 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”, 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 Maintenance and repairs are charged to expenses as incurred. Property and equipment are presented net of investment grants 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: 10-25 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 according to 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 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 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, 2023, 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, 2023, no impairments were recorded. N. Leases The Company recognize 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 extend or terminate the lease 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 11D and 11E. O. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 “ Revenue from Contracts with Customers 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. 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, 2023, 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”. 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. In December 2021, the OECD released Pillar Two model rules imposing 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 January 1, 2024, the rules have been enacted or partially enacted in certain jurisdictions in which the Company operates. The Company is studying the rules and its potential impact on its future consolidated financial statements and tax payments, including the rules’ transitional safe harbors, which may enable to postpone the application of the rules to the Company until after January 1, 2026. 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 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 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 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. V. Fair Value Measurements of Financial Instruments ASC 820, " Fair Value Measurements and Disclosures (“ASC 820”) 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. 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 reclassified 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 classified in the same categories as the cash flows from the respective hedged items. X. Recently Adopted Accounting Pronouncements The Company did not adopt any new standards or updates issued by the Financial Accounting Standards Board (“FASB”) during the fiscal year of 2023 that had a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures. Y. Recently Issued Accounting Pronouncements Not Yet Adopted On December 23, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. Rate reconciliation: The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). Specifically, public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts. Income Taxes Paid: The amendments in this Update require that all entities disclose on an annual basis the following information about income taxes paid: (1) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and (2) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). Other Disclosures: The amendments in this Update require that all entities disclose the following information: (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this Update eliminate the requirement for all entities to (A) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (B) make a statement that an estimate of the range cannot be made. The amendments in this Update remove the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in this Update replace the term public entity as currently used in Topic 740 with the term public business entity as defined in the Master Glossary of the Codification. The amendments 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. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3: INVENTORIES Inventories consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Raw materials $ 145,894 $ 158,763 Work in process 116,698 116,553 Finished goods 20,096 26,792 $ 282,688 $ 302,108 Work in process and finished goods are presented net of aggregate write-downs to net realizable value of $8,327 and $8,192 as of December 31, 2023 and 2022, respectively. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4: OTHER CURRENT ASSETS Other current assets consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Direct and indirect tax receivables $ 22,892 $ 21,902 Prepaid expenses 11,097 9,783 Receivables from hedging transactions - see Notes 10, 12A and 12D 1,894 1,685 Other receivables 73 949 $ 35,956 $ 34,319 |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
LONG-TERM INVESTMENTS | NOTE 5: LONG-TERM INVESTMENTS Long-term investments consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Investments in privately held companies $ 6,780 $ 6,720 Severance-pay funds 1,672 2,076 $ 8,452 $ 8,796 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6: PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Original cost: (*) Land and buildings, including facility infrastructure $ 429,191 $ 429,277 Machinery and equipment 3,977,381 3,576,824 4,406,572 4,006,101 Accumulated depreciation: Buildings, including facility infrastructure (291,684 ) (279,408 ) Machinery and equipment (2,958,959 ) (2,764,435 ) (3,250,643 ) (3,043,843 ) $ 1,155,929 $ 962,258 (*) Original cost includes ROU assets under capital lease in the amount of $204,230 and $223,716 as of December 31, 2023 and 2022, respectively. The depreciation expense of such assets amounted to $18,307 and $14,215 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the original cost of land, buildings, machinery and equipment was presented net of investment grants, in the aggregate amount of approximately $285,000. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 7: INTANGIBLE ASSETS, NET 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 Intangible assets consist of the following as of December 31, 2022: Details Useful life (years) Cost Accumulated Amortization Net Facilities’ lease 19 $ 33,500 $ (28,105 ) $ 5,395 Technologies 10-20 6,692 (5,180 ) 1,512 Customer relationships 15 2,600 (2,476 ) 124 Total identifiable intangible assets $ 42,792 $ (35,761 ) $ 7,031 |
DEFERRED TAX AND OTHER LONG-TER
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | NOTE 8: DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET Deferred tax and other long-term assets, net consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Long-term prepaid expenses $ 18,598 $ 21,395 ROU - assets under operating leases 9,762 10,355 Prepaid long-term land lease, net 2,693 2,812 Deferred tax asset (see Note 19) 1,810 32,787 $ 32,863 $ 67,349 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities, Current [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 9: OTHER CURRENT LIABILITIES Other current liabilities consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Tax payables $ 7,400 $ 7,953 Hedging transactions related payables 500 6,947 Interest payable on debt 286 253 Proceeds on account of machinery and equipment to be sold in relation to restructuring (see also note 14B2) - 60,121 Others 1,100 1,078 $ 9,286 $ 76,352 |
LONG-TERM DEBT - SERIES G DEBEN
LONG-TERM DEBT - SERIES G DEBENTURES | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
LONG-TERM DEBT - SERIES G DEBENTURES | NOTE 10: LONG-TERM DEBT - SERIES G DEBENTURES In June 2016, Tower raised approximately $115,000 through the issuance of long-term unsecured non-convertible debentures (“Series G Debentures”). The Series G Debentures were payable in seven semi-annual consecutive equal installments from March 2020 to March 2023 and carried an annual interest rate of 2.79%. The principal and interest amounts were denominated in NIS and were not linked to any index or to any other currency. The Company entered into cash flow hedging transactions to mitigate the foreign exchange rate changes’ impact on the principal and interest using a cross-currency swap. As of March 31, 2023, the Series G Debentures were fully redeemed. |
LONG-TERM DEBT - OTHERS
LONG-TERM DEBT - OTHERS | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
LONG-TERM DEBT - OTHERS | NOTE 11: LONG-TERM DEBT - OTHERS A. Composition As of December 31, 2023 and 2022: Details 2023 2022 Long-term JPY loans - principal amount - see Notes 11B and 11C below $ 102,491 $ 83,368 Capital leases and other long-term liabilities - see Note 11D below 119,310 159,656 Operating leases - see Note 11E below 9,762 10,355 Less - current maturities (58,952 ) (43,310 ) $ 172,611 $ 210,069 B. Repayment Schedule of Long-term JPY Loans As of December 31, 2023: Details Interest Rate 2024 2025 2026 2027 Total Long-term 2021 JPY loan 1.95 % $ 11,108 $ 22,215 $ 22,215 $ 22,215 $ 77,753 Long-term 2023 JPY loan 1.95 % 3,534 7,068 7,068 7,068 24,738 Total long-term JPY loans $ 14,642 $ 29,283 $ 29,283 $ 29,283 $ 102,491 C. Long-term JPY Loans In December 2021, TPSCo refinanced its then existing loan with an 11 billion JPY (approximately $78,000 as of December 31, 2023) 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 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 $25,000 as of December 31, 2023) term loan (“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. The 2021 JPY Loan and 2023 JPY Loan contain 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 Loans are not guaranteed by Tower, NTCJ, or any of their affiliates. As of December 31, 2023, TPSCo maintained compliance with all of the financial covenants under the 2021 JPY Loan and 2023 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 14B). 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, 2023 and 2022, the Company’s total outstanding capital lease liabilities for fixed assets were $118,272 and $158,114, respectively, of which $40,330 and $39,610, respectively, were included under current maturities of long-term debt. The following presents the maturity of capital lease and other long-term liabilities as of December 31, 2023: Fiscal Year Amount ($) 2024 $ 42,786 2025 28,468 2026 26,442 2027 7,178 2028 4,559 2029 and on 14,817 Total 124,250 Less - imputed interest (4,940 ) Total $ 119,310 E. Operating Lease Agreements The Company enters into operating leases from time to time for office space, operating facilities and vehicles. Operating lease cost for the years ended December 31, 2023, 2022 and 2021 was $4,807, $5,867 and $7,535, respectively. During 2023, cash paid for operating lease liabilities was $4,516. The following presents the composition of operating leases in the balance sheets: Details Classification in the Consolidated Balance Sheets December 31, 2023 December 31, 2022 ROU - assets under operating leases Deferred tax and other long-term assets, net $ 9,762 $ 10,355 Lease liabilities: Current operating lease liabilities Current maturities of long-term debt $ 3,450 $ 3,171 Long-term operating lease liabilities Long-term debt 6,312 7,184 Total operating lease liabilities $ 9,762 $ 10,355 Weighted average remaining lease term (years) 3.3 4.3 Weighted average discount rate 1.94 % 1.94 % The following presents the maturity presentation of operating lease liabilities as of December 31, 2023: Fiscal Year Amount ($) 2024 $ 3,511 2025 3,197 2026 2,539 2027 707 Total 9,954 Less - imputed interest (192 ) Total $ 9,762 F. Wells Fargo Credit Line TSNB was engaged in prior years in an agreement with Wells Fargo Capital Finance, part of Wells Fargo & Company (“Wells Fargo”), for a secured asset-based revolving credit line in the total amount of up to $70,000. The Company did not wish to extend the credit line agreement for an additional term, therefore it expired in September 2023 according to its term. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 12: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS The Company makes certain disclosures as detailed below with regard 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 Tower is the USD and a portion of Tower’s expenses are denominated in NIS, Tower 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. In 2023, 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 reclassified into the statement of operations at the same time that the hedged item’s exposure results are recorded in the statement of operations. As of December 31, 2023, the fair value amounts of such exchange rate agreements were $1,894 in an asset position, presented in other current assets with a face value of $156,000. As of December 31, 2022, the fair value amounts of such exchange rate agreements were $3,805 in a liability position, presented in other current liabilities with a face value of $157,000. As the functional currency of the Company is the USD and a portion of TPSCo revenues and 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 related derivatives were accounted for as cash flow hedges resulting in gain or loss initially reported as a component of OCI and subsequently reclassified into the statement of operations at the same time that the hedged item’s exposure results are recorded in the statement of operations. As of December 31, 2023, and 2022, the fair value amounts of such exchange rate agreements were $500 and $3,142, respectively, in a liability position, presented in other current liabilities and with a face value of $204,000 and $217,000, respectively. Losses reclassified from other comprehensive income into net loss recognized in the Company’s consolidated statement of operations for the year ended December 31, 2023 were $5,153. Losses reclassified from other comprehensive income into net loss recognized in in the Company’s consolidated statements of operations for the year ended December 31, 2022 were $36,857. 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. 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. 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, excluding debentures, do not materially differ from their respective carrying amounts as of December 31, 2023 and 2022. The fair value of debentures, based on quoted market prices as of December 31, 2022, was approximately $19,000, same as their carrying amounts as of that date. As of March 31, 2023, the Series G Debentures were fully redeemed. D. Designated Cash Flow Hedge Transactions The Company entered into designated cash flow hedging transactions using a cross-currency swap to mitigate the foreign exchange rate changes’ impact on principal and interest arising from the Series G Debentures’ denomination in NIS. As of December 31, 2022, the fair value of the swap was $1,685 in an asset net position and was presented in other current assets. The effective portions of $16 loss were recorded in OCI and recorded in earnings during the first three months of 2023. For the year ended December 31, 2022, the hedging effect of the swap on the Company’s results of operations was a loss of $5,966, and was recognized as a financing loss, to offset the effect of the rate difference related to the Series G Debentures. E. 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. 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, the Company did not record significant changes to the carrying value of such investments, and for the year ended December 31, 2022, the Company recorded a decrease of $6,978 in the carrying value of such investments, presented in other income (expense), net in the statements of operations. Recurring fair value measurements using the indicated inputs: 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 Details December 31, 2022 Quoted prices in active market (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross-currency swap - net asset position $ 1,685 $ - $ 1,685 $ - Privately held companies 6,720 - - 6,720 Marketable securities held for sale 169,694 - 169,694 - Foreign exchange forward and cylinders - net liability position (6,947 ) - (6,947 ) - $ 171,152 $ - $ 164,432 $ 6,720 F. Short-Term Deposits and Marketable Securities Deposits and marketable securities as of December 31, 2023 included short-term deposits in the amount of $790,823 and marketable securities with applicable accrued interest in the amount of $184,960; as of December 31, 2022, deposits and marketable securities included short-term deposits in the amount of $495,359 and marketable securities with applicable accrued interest in the amount of $169,694. 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 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, 2022: Details Amortized Cost (*) Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 158,089 $ 535 $ (11,656 ) $ 146,968 Government bonds 22,686 - (1,130 ) 21,556 Municipal bonds 472 - (8 ) 464 $ 181,247 $ 535 $ (12,794 ) $ 168,988 * Excluding accrued interest of $706. The scheduled maturities of available-for-sale marketable securities as of December 31, 2022, were as follows: Details Amortized Cost Estimated fair value Due within one year $ 78,855 $ 75,365 Due within 2-5 years 98,034 89,943 Due after 5 years 4,358 3,680 $ 181,247 $ 168,988 Investments with continuous unrealized losses for less than twelve months and for twelve months or more and their related fair values as of December 31, 2023 and December 31, 2022, were as indicated in the following tables: 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 ) December 31, 2022 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 $ 57,388 $ (3,160 ) $ 87,065 $ (8,496 ) $ 144,453 $ (11,656 ) Government bonds 11,193 (319 ) 10,363 (811 ) 21,556 (1,130 ) Municipal bonds - - 464 (8 ) 464 (8 ) Total $ 68,581 $ (3,479 ) $ 97,892 $ (9,315 ) $ 166,473 $ (12,794 ) |
EMPLOYEE RELATED LIABILITIES
EMPLOYEE RELATED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE RELATED LIABILITIES | NOTE 13: 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. Commencing January 1, 2005, Tower implemented 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 will 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, since that date. Any net severance amount as of such date will be released on the employee’s termination date. Payments relating to Israeli employee termination benefits were $5,752, $6,269 and $5,941 for 2023, 2022 and 2021, respectively. TPSCo established a Defined Contribution Retirement Plan (the “DC Plan”) for its employees who elected to join the plan through which TPSCo contributed approximately 8.2% in 2023, 8.5% in 2022 and 7.7% in 2021, with employee average match of 0.7% of employee base salary to the DC Plan. Other employees may elect to get the contribution in cash. The contribution releases the employer from further obligation to any payments upon termination of employment. The contribution is remitted to third party benefit funds based on employee preference. Total payments for retirement in 2023, 2022 and 2021 amounted to $4,266, $4,838 and $5,331 respectively. B. TSNB Employee Benefit Plans The following information provides the changes in 2023, 2022 and 2021 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, 2023, 2022 and 2021: Details 2023 2022 2021 Net periodic benefit cost: Service cost $ 2 $ 4 $ 5 Interest cost 71 57 52 Amortization of prior service costs - - - Amortization of net gain (282 ) (157 ) (179 ) Total net periodic benefit cost $ (209 ) $ (96 ) $ (122 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ - $ - $ - Net gain for the period (195 ) (515 ) (23 ) Amortization of prior service costs - - - Amortization of net gain 282 157 179 Total recognized in other comprehensive income $ 87 $ (358 ) $ 156 Total recognized in net periodic benefit cost and other comprehensive income $ (122 ) $ (454 ) $ 34 Weighted average assumptions used: Discount rate 5.10 % 3.00 % 2.80 % 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) 7.30%/9.25 % 6.00%/8.50 % 6.00%/6.50 % Health care cost trend rate assumed for current year (pre-65/post-65 Non-Medicare Advantage) 7.30%/8.30 % 6.00%/6.40 % 6.00%/6.50 % 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) 2031/2031 2031/2031 2029/2029 Measurement date December 31, 2023 December 31, 2022 December 31, 2021 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, 2023, 2022 and 2021: Details 2023 2022 2021 Change in medical plan related benefit obligation: Medical plan related benefit obligation at beginning of period $ 1,454 $ 1,912 $ 1,882 Service cost 2 4 5 Interest cost 71 57 52 Benefits paid (13 ) (4 ) (4 ) Change in medical plan provisions - - - Actuarial gain, net (195 ) (515 ) (23 ) Benefit medical plan related obligation end of period $ 1,319 $ 1,454 $ 1,912 Change in plan assets: Fair value of plan assets at beginning of period $ - $ - $ - Employer contribution 13 4 4 Benefits paid (13 ) (4 ) (4 ) Fair value of plan assets at end of period $ - $ - $ - Medical plan related net funding $ (1,319 ) $ (1,454 ) $ (1,912 ) As of December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Amounts recognized in statement of financial position: Current liabilities $ (50 ) $ (59 ) $ (48 ) Non-current liabilities (1,269 ) (1,395 ) (1,864 ) Net amount recognized $ (1,319 ) $ (1,454 ) $ (1,912 ) Weighted average assumptions used: Discount rate 5.00 % 5.10 % 3.00 % 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) 8.20%/11.00 % 7.30%/9.25 % 5.80%/8.50 % Health care cost trend rate assumed for next year (pre-65/post-65 Non-Medicare Advantage) 8.20%/8.70 % 7.30%/8.30 % 5.80%/6.20 % Ultimate rate (pre-65/post-65 Medicare Advantage) 4.50%/4.50 % 4.50%/4.50 % 4.40%/4.50 % Ultimate rate (pre-65/post-65 Non-Medicare Advantage) 4.50%/4.50 % 4.50%/4.50 % 4.40%/4.40 % Year the ultimate rate is reached (pre-65/post-65 Medicare Advantage) 2033/2034 2031/2031 2031/2031 Year the ultimate rate is reached (pre-65/post-65 Non-Medicare Advantage) 2033/2033 2031/2031 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 2024 $ 50 2025 61 2026 67 2027 75 2028 79 2029 - 2033 $ 422 Description of Significant Gains and Losses in Obligations: 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. For the fiscal year ended December 31, 2022, the benefit obligation summed to a net actuarial gain primarily attributable to the discount rate increase as compared to the prior year. TSNB Pension Plan TSNB has a pension plan that provides for 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, 2023, 2022 and 2021 are as follows: Details 2023 2022 2021 Net periodic benefit cost: Interest cost $ 891 $ 627 $ 575 Expected return on plan assets (1,034 ) (778 ) (788 ) Expected administrative expenses 200 200 100 Amortization of prior service costs 3 3 3 Amortization of net loss 123 - 27 Total net periodic benefit cost $ 183 $ 52 $ (83 ) 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 346 1,545 (1,038 ) Amortization of prior service costs (3 ) (3 ) (3 ) Amortization of net gain (123 ) - (27 ) Total recognized loss (gain) in other comprehensive income = $ 220 $ 1,542 $ (1,068 ) Total recognized in net periodic benefit cost (gain) and other comprehensive income $ 403 $ 1,594 $ (1,151 ) Weighted average assumptions used: Discount rate 5.10 % 2.90 % 2.50 % Expected return on plan assets 5.60 % 3.10 % 3.10 % Rate of compensation increases N/A N/A N/A 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, 2023, 2022 and 2021 are as follows: Details 2023 2022 2021 Change in benefit obligation: Benefit obligation at beginning of period $ 17,436 $ 22,081 $ 23,467 Interest cost 891 627 575 Benefits paid (963 ) (804 ) (778 ) Change in plan provisions - - - Actuarial loss (gain) 917 (4,468 ) (1,183 ) Benefit obligation end of period $ 18,281 $ 17,436 $ 22,081 Change in plan assets: Fair value of plan assets at beginning of period $ 19,511 $ 25,750 $ 25,985 Actual return on plan assets 1,628 (5,211 ) 616 Employer contribution - - - Expenses paid (224 ) (224 ) (73 ) Benefits paid (962 ) (804 ) (778 ) Fair value of plan assets at end of period $ 19,953 $ 19,511 $ 25,750 Funded Status $ 1,672 $ 2,075 $ 3,669 Amounts recognized in statement of financial position: Non-current assets $ 1,672 $ 2,075 $ 3,669 Non-current liabilities - - - Net amount recognized $ 1,672 $ 2,075 $ 3,669 Weighted average assumptions used: Discount rate 4.90 % 5.10 % 2.90 % Rate of compensation increases N/A N/A N/A 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 2024 $ 1,136 2025 1,225 2026 1,282 2027 1,322 2028 1,346 2029 - 2033 $ 6,692 Description of Significant Gains and Losses in Obligations: 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. For the fiscal year ended December 31, 2022, the benefit obligation summed to a net actuarial gain primarily attributable to the discount rate increase to 5.10%, as compared to 2.90% in the prior year. 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 $ - The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2022: Details Level 1 Level 2 Level 3 Investments in commingled funds $ - $ 19,511 $ - Total plan assets at fair value $ - $ 19,511 $ - TSNB’s pension plan weighted average asset allocations on December 31, 2023, by asset category are as follows: Asset Category December 31, 2023 Target allocation 2024 Equity securities 10 % 10 % Debt securities 90 % 90 % Total 100 % 100 % 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14: COMMITMENTS AND CONTINGENCIES A. Liens Loans, and Capital Leases For liens under TPSCo’s JPY Loans, see Note 11C. For liens under the capital lease agreements, see Note 11D. 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 In accordance with agreements signed in 2019, as amended thereafter, between Tower, NTCJ and TPSCo, it was decided to re-organize and re-structure TPSCo’s operations in Japan and maintain 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, would cease operations. The cessation of operations of the Arai facility occurred in June 2022, and during 2022, TPSCo initiated the process of transferring a portion of the machinery and equipment from the Arai facility to the Tonami facility. The remaining machinery and equipment were sold to third parties. The restructuring process, including the transfer and installation of machinery and equipment in the Tonami facility and the sale of certain equipment, was completed during the first half of 2023 and resulted in total restructuring gain, net from the sale of machinery and equipment of $72,411 as well as total restructuring expenses of $30,346. 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. For the year ended December 31, 2022, the Company recorded restructuring gain from the sale of machinery and equipment, net, of $20,243 as well as restructuring expense of $10,684. Changes in accruals related to the Arai facility cessation for the year ended December 31, 2023 were as follows: Details Asset disposal accrual Other Restructuring costs accrual Accrued balance as of January 1, 2022 $ 2,250 $ - Expenses accrued - 10,684 Accruals related to assets 521 2,654 Cash payments (808 ) (5,703 ) Accrued balance as of December 31, 2022 $ 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 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 that under the lease, may entitle the landlord to terminate the lease. TSNB does not agree and is disputing these claims. E. Definitive 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 will share the cleanroom space and the facility infrastructure, with the Company installing its own equipment in one-third of the total space. TSIT and ST will invest in their respective process equipment, and work to accelerate the process flows’ transfer to the facility, product development, qualification and subsequent ramp-up. Operations will continue to be managed by ST. TSIT is currently installing certain tools in the Agrate facility and developing certain processes and technologies that it expects to qualify and ramp-up at said facility. F. Foundry Agreement with Intel In September 2023, Tower and Intel signed an agreement under which Tower will have a capacity corridor in Intel’s 300mm facility in New Mexico, USA. Under this agreement, Tower will invest 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’s facility. 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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 15: SHAREHOLDERS’ EQUITY A. Description of Ordinary Shares As of December 31, 2023, Tower had 150 million authorized ordinary shares, par value NIS 15.00 each, of which approximately 111 million were outstanding. Holders of ordinary shares are entitled to participate equally in the payment of cash dividends and bonus share (stock dividend) distributions 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, in 2023 and 2022, a total of 0.80 million restricted stock units (“RSUs”) and 0.61 million RSUs, respectively, to its employees and directors (including the below-described grants to the CEO and directors), with vesting periods of up to three years. Such RSUs amounts noted include performance based RSUs (“PSUs”). The Company determines compensation expenses of the RSUs based on the closing market price of the ordinary shares immediately prior to the date of grant and amortizes it over the applicable vesting period, taking into consideration achievement, if any, of performance criteria. During 2023, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the 2013 Plan: (i) 75.8 thousand time-vested RSUs and 125.0 thousand PSUs, subject also to time-vesting, to the CEO, 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 $7,537. 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”). The CEO has until May 2024 to accumulate the Minimum Holding (whether by conversion of RSUs to ordinary shares or by purchase of ordinary shares), and during such period, until he accumulates the Minimum Holding, he must retain at least 20% of the vested time-based RSUs granted to him on or after May 2019; (ii) 8.0 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) 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. 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 2022, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the 2013 Plan: (i) 59 thousand time-vested RSUs and 97 thousand PSUs, subject also to time-vesting, to the CEO, 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. As was approved by shareholders in 2019, the grant also includes the Minimum Holding requirement defined above; (ii) 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) 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. As was approved by shareholders in 2020, the grants to the Chairman and the members of the Board includes the BOD Minimum Holding requirement defined above. During 2021, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the 2013 Plan: (i) 80 thousand time-vested RSUs and 132 thousand PSUs, subject also to time-vesting, to the CEO, 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 $6,000. In addition, the Company's CEO was awarded 31 thousand PSUs that would vest upon attainment of certain performance conditions and not before one year from the date of grant, with a compensation value of approximately $1,000. As was approved by shareholders in 2019, the grant also includes the Minimum Holding requirement defined above; (ii) 10.3 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) 4.3 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. As was approved by shareholders in 2020, the grants to the Chairman and the members of the Board includes the BOD Minimum Holding requirement defined above. (2) RSUs awards: 2023 2022 2021 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 1,712,996 $ 32.90 2,211,100 $ 24.11 2,223,043 $ 19.45 Granted 797,241 $ 37.64 612,881 $ 44.99 1,002,275 $ 29.91 Converted (870,720 ) $ 27.80 (1,068,219 ) $ 21.99 (929,466 ) $ 19.56 Forfeited (53,957 ) $ 32.49 (42,766 ) $ 24.24 (84,752 ) $ 20.28 Outstanding as of end of year (*) 1,585,560 $ 38.10 1,712,996 $ 32.90 2,211,100 $ 24.11 (*) Include 559,184, 595,757 and 776,313 PSUs as of December 31, 2023, 2022 and 2021, respectively. The performance goals of 557,416 PSUs outstanding as of December 31, 2023 were achieved or estimated to be achieved. (3) Summary of Information about Employees’ Share Incentive Plans Details for the year ended December 31 2023 2022 2021 The intrinsic value of converted RSUs $ 26,976 $ 48,829 $ 27,807 The original fair value of converted RSUs $ 24,206 $ 23,492 $ 18,183 Stock-based compensation expenses were recognized in the Statement of Operations for the years ended December 31, 2023, 2022 and 2021 as follows: Details 2023 2022 2021 Cost of goods $ 8,332 $ 7,393 $ 7,003 Research and development, net 5,639 4,754 4,855 Marketing, general and administrative 13,960 12,068 13,286 Total stock-based compensation expense $ 27,931 $ 24,215 $ 25,144 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. |
INFORMATION ON GEOGRAPHIC AREAS
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 16: INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS A. Revenues by Geographic Area - as Percentage of Total Revenue Years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 USA 46 % 49 % 41 % Japan 17 16 22 Asia (other than Japan) 27 26 30 Europe 10 9 7 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 and substantially all of TPSCo’s long-lived assets are located in Japan. As of December 31, 2023 and 2022: Details 2023 2022 Israel $ 254,868 $ 248,711 United States 250,560 257,759 Europe 371,583 147,493 Japan 278,918 308,295 $ 1,155,929 $ 962,258 C. Major Customers - as Percentage of Net Accounts Receivable Balance As of December 31, 2023, one customer exceeded 10% of the net accounts receivable balance. As of December 31, 2022, no customer exceeded 10% of the net accounts receivable balance. D. Major Customers - as Percentage of Total Revenue Years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Customer A 14 % 14 % 21 % Customer B 9 9 13 Other customers * 21 24 20 * Represents aggregated revenue to three customers that accounted for between 3% and 9% of total revenue during 2023, to four customers that accounted for between 4% and 8% of total revenue during 2022, and to four customers that accounted for between 4% and 7% of total revenue during 2021. |
FINANCING INCOME (EXPENSE), NET
FINANCING INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
FINANCING INCOME (EXPENSE), NET | NOTE 17: FINANCING INCOME (EXPENSE), NET Financing income (expense), net consists of the following for the years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Interest expense $ (4,444 ) $ (5,687 ) $ (7,312 ) Interest income 39,987 13,596 5,368 Series G Debentures amortization, exchange rate and hedging transactions related results (640 ) (772 ) (1,773 ) Exchange rate and hedging transactions related results (4,140 ) (3,986 ) (7,092 ) Marketable securities fair value adjustments 2,944 (9,225 ) - Bank fees and others (3,176 ) (6,693 ) (2,064 ) $ 30,531 $ (12,767 ) $ (12,873 ) |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 18: RELATED PARTIES BALANCES AND TRANSACTIONS A. Balance The nature of the relationship involved as of December 31, 2023 and 2022: Details 2023 2022 Long-term investment Equity investment in a limited partnership $ 40 $ 57 B. Transactions Description of the transactions for the years ended December 31, 2023, 2022 and 2021: Details Description of the transactions 2023 2022 2021 General and administrative expense Directors’ fees and reimbursement to directors $ 780 $ 696 $ 771 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 19: INCOME TAX A. Tower Statutory Income Rates Pursuant to Amendment 73 to the Investment Law adopted in 2017 and since Tower is an Israeli industrial company located in Migdal Ha’emek, it meets the conditions for “Preferred Enterprises”. It is subject 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 regular Israeli corporate 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, and results in applicable local taxable income attributable to those locations. The Company’s income tax provision consists of the following for the years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Current tax expense: Foreign $ 13,374 $ 13,167 $ 13,504 Deferred tax expense (benefit): Local 62,748 21,550 2,518 Foreign (10,810 ) (9,215 ) (14,998 ) Income tax expense, net $ 65,312 $ 25,502 $ 1,024 Details 2023 2022 2021 Profit before taxes: Local $ 588,453 $ 295,438 $ 166,273 Foreign (3,611 ) (3,465 ) (11,174 ) Total profit before taxes $ 584,842 $ 291,973 $ 155,099 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, 2023 and 2022: Details 2023 2022 Deferred tax asset and liability - long-term: Deferred tax assets: Net operating loss carryforward $ 9,889 $ 53,473 Employees compensation 7,853 7,670 Accruals and allowances 10,997 10,935 Research and development credit 24,677 21,340 Research and development - Section 174 19,582 11,748 Lease liabilities 12,199 14,642 Others 2,122 1,894 87,319 121,702 Valuation allowance, see Note 19F below (20,238 ) (17,541 ) Deferred tax assets $ 67,081 $ 104,161 Deferred tax liabilities - long-term: Depreciation and amortization $ (72,254 ) $ (81,929 ) ROU - assets under operating leases (1,609 ) (2,027 ) Others (838 ) 77 Deferred tax liabilities $ (74,701 ) $ (83,879 ) Presented in long term deferred tax assets $ 1,810 $ 32,787 Presented in long term deferred tax liabilities $ (9,430 ) $ (12,505 ) 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, 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 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 Details Unrecognized tax benefits Balance as of January 1, 2021 $ 15,314 Additions for tax positions of current year 624 Reduction due to statute of limitations of prior years (8,175 ) Balance as of December 31, 2021 $ 7,763 E. Effective Income Tax The reconciliation of the statutory tax rate to the effective tax rate for the years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Tax expense computed at statutory rates, see (*) below $ 134,514 $ 67,154 $ 35,673 Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit (89,487 ) (46,012 ) (24,683 ) Change in valuation allowance, see Note 19F below 2,697 5,911 899 Permanent differences and other, net 17,588 (1,551 ) (10,865 ) Income tax expense $ 65,312 $ 25,502 $ 1,024 (*) The tax expense was computed based on the regular Israeli corporate tax rate of 23%. F. Net Operating Loss Carryforward As of December 31, 2023, Tower had no operating loss carryforward for tax purposes. As of December 31, 2023, Tower US Holdings had federal net operating loss carryforwards of approximately $44,000 of which approximately $34,000 does not expire and is subject to an annual taxable income limitation of 80%. The remaining federal tax loss carryforward of $10,000 will expire in 2028, unless previously utilized. As of December 31, 2023, Tower US Holdings had California state net operating loss carryforward of approximately $9,000. 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 federal and state net operating loss carryforward. As of December 31, 2023, and 2022, TPSCo had no net operating loss carryforward. G. Final Tax Assessments Tower possesses final tax assessments through the year 1998. In addition, the tax assessments for the years 1999-2017 are deemed final. During 2023, the Israeli tax authority commenced a tax audit on Tower for the tax years 2018 to 2021. As of the date of the consolidated financial statements, the tax audit is still in process. 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 2020 and state and other U.S local income tax examinations for any of the years before 2019. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20: SUBSEQUENT EVENTS Japan Earthquake in 2024 On January 1, 2024, an earthquake hit Japan in a neighboring vicinity to the location of TPSCo’s facilities. While there was no impact or damage to the buildings and the facilities’ structure, there was tools’ damage and some percentage of work in progress and inventories scrapped at the facilities, as well as a temporary cessation of operations. The dedicated staff and response teams worked to ensure operational safety and stability, utilizing all available resources to minimize any potential disruptions to operations and customer service, and returned the facilities to operation after several weeks. Re-organization of the Israeli Operations During the first quarter of 2024, the Company decided to re-organize and re-structure its Israeli operations through integration of a portion of its 6” operations (150mm) into its 8” operations (200mm) in order to optimize its operations due to anticipated changes in market dynamics and customer demand. Re-organization related income or expenses will be recognized as incurred over the re-organization period. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of Presentation The Company’s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”). |
Use of Estimates in Preparation of Financial Statements | 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. |
Principals of Consolidation | 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 elimination of inter-company transactions and balances. |
Reclassifications | D. Reclassifications Certain prior year amounts have been reclassified to conform to the current financial statement presentation. |
Cash and Cash Equivalents | 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. |
Short Term Interest-Bearing Deposits | 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. |
Marketable Securities | G. Marketable Securities The Company accounts for its investments in grade debt securities in accordance with ASC 320 " Investments - Debt Securities" The Company classifies its marketable securities as "available-for-sale", as the Company intends to hold them for an indefinite period of time, but not 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. 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 recognized as a charge 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. The Company concluded that the current expected credit losses on its available-for-sale investment portfolio were immaterial. |
Trade Accounts Receivable - Allowance for Expected Credit Loss | H. Trade Accounts Receivable - 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" The total allowance for expected credit losses was $4,790 and $3,460 as of December 31, 2023 and 2022, respectively. |
Inventories | 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. |
Investments in Privately Held Companies | 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”, |
Property and Equipment | 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 Maintenance and repairs are charged to expenses as incurred. Property and equipment are presented net of investment grants 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: 10-25 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 according to their applicable useful life. |
Intangible Assets and Goodwill | L. Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350 “ Intangibles-Goodwill and Other |
Impairment of Assets | 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 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, 2023, 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, 2023, no impairments were recorded. |
Leases | N. Leases The Company recognize 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 extend or terminate the lease 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 11D and 11E. |
Revenue Recognition | O. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 “ Revenue from Contracts with Customers 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. |
Research and Development | 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, 2023, the grants receivable amount was immaterial. |
Income Taxes | Q. Income Taxes The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 740-10 “Income Taxes”. 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. In December 2021, the OECD released Pillar Two model rules imposing 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 January 1, 2024, the rules have been enacted or partially enacted in certain jurisdictions in which the Company operates. The Company is studying the rules and its potential impact on its future consolidated financial statements and tax payments, including the rules’ transitional safe harbors, which may enable to postpone the application of the rules to the Company until after January 1, 2026. |
Earnings per Ordinary Share | 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 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. |
Comprehensive Income | S. Comprehensive Income In accordance with ASC 220 “ Comprehensive Income |
Functional Currency and Exchange Rate Results | 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. |
Stock-Based Compensation | U. Stock-based Compensation The Company applies the provisions of ASC Topic 718 “ Compensation - Stock Compensation 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. |
Fair value Measurements of Financial Instruments | V. Fair Value Measurements of Financial Instruments ASC 820, " Fair Value Measurements and Disclosures (“ASC 820”) 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. |
Derivatives and Hedging | 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 reclassified 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 classified in the same categories as the cash flows from the respective hedged items. |
Recently Adopted Accounting Pronouncements | X. Recently Adopted Accounting Pronouncements The Company did not adopt any new standards or updates issued by the Financial Accounting Standards Board (“FASB”) during the fiscal year of 2023 that had a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Y. Recently Issued Accounting Pronouncements Not Yet Adopted On December 23, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. Rate reconciliation: The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). Specifically, public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts. Income Taxes Paid: The amendments in this Update require that all entities disclose on an annual basis the following information about income taxes paid: (1) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and (2) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). Other Disclosures: The amendments in this Update require that all entities disclose the following information: (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this Update eliminate the requirement for all entities to (A) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (B) make a statement that an estimate of the range cannot be made. The amendments in this Update remove the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in this Update replace the term public entity as currently used in Topic 740 with the term public business entity as defined in the Master Glossary of the Codification. The amendments 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Economic Lives | 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: 10-25 years • Machinery and equipment, software and hardware: 3-15 years. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Details 2023 2022 Raw materials $ 145,894 $ 158,763 Work in process 116,698 116,553 Finished goods 20,096 26,792 $ 282,688 $ 302,108 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Direct and indirect tax receivables $ 22,892 $ 21,902 Prepaid expenses 11,097 9,783 Receivables from hedging transactions - see Notes 10, 12A and 12D 1,894 1,685 Other receivables 73 949 $ 35,956 $ 34,319 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Long-Term Investments | Long-term investments consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Investments in privately held companies $ 6,780 $ 6,720 Severance-pay funds 1,672 2,076 $ 8,452 $ 8,796 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Original cost: (*) Land and buildings, including facility infrastructure $ 429,191 $ 429,277 Machinery and equipment 3,977,381 3,576,824 4,406,572 4,006,101 Accumulated depreciation: Buildings, including facility infrastructure (291,684 ) (279,408 ) Machinery and equipment (2,958,959 ) (2,764,435 ) (3,250,643 ) (3,043,843 ) $ 1,155,929 $ 962,258 (*) Original cost includes ROU assets under capital lease in the amount of $204,230 and $223,716 as of December 31, 2023 and 2022, respectively. The depreciation expense of such assets amounted to $18,307 and $14,215 for the years ended December 31, 2023 and 2022, respectively. |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets, Net | 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 Intangible assets consist of the following as of December 31, 2022: Details Useful life (years) Cost Accumulated Amortization Net Facilities’ lease 19 $ 33,500 $ (28,105 ) $ 5,395 Technologies 10-20 6,692 (5,180 ) 1,512 Customer relationships 15 2,600 (2,476 ) 124 Total identifiable intangible assets $ 42,792 $ (35,761 ) $ 7,031 |
DEFERRED TAX AND OTHER LONG-T_2
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Tax and Other Long-Term Assets | Deferred tax and other long-term assets, net consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Long-term prepaid expenses $ 18,598 $ 21,395 ROU - assets under operating leases 9,762 10,355 Prepaid long-term land lease, net 2,693 2,812 Deferred tax asset (see Note 19) 1,810 32,787 $ 32,863 $ 67,349 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities, Current [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following as of December 31, 2023 and 2022: Details 2023 2022 Tax payables $ 7,400 $ 7,953 Hedging transactions related payables 500 6,947 Interest payable on debt 286 253 Proceeds on account of machinery and equipment to be sold in relation to restructuring (see also note 14B2) - 60,121 Others 1,100 1,078 $ 9,286 $ 76,352 |
LONG-TERM DEBT - OTHERS (Tables
LONG-TERM DEBT - OTHERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Other Long-Term Debt | Details 2023 2022 Long-term JPY loans - principal amount - see Notes 11B and 11C below $ 102,491 $ 83,368 Capital leases and other long-term liabilities - see Note 11D below 119,310 159,656 Operating leases - see Note 11E below 9,762 10,355 Less - current maturities (58,952 ) (43,310 ) $ 172,611 $ 210,069 |
Schedule of Repayment of Loans | Details Interest Rate 2024 2025 2026 2027 Total Long-term 2021 JPY loan 1.95 % $ 11,108 $ 22,215 $ 22,215 $ 22,215 $ 77,753 Long-term 2023 JPY loan 1.95 % 3,534 7,068 7,068 7,068 24,738 Total long-term JPY loans $ 14,642 $ 29,283 $ 29,283 $ 29,283 $ 102,491 |
Schedule of Maturity of Capital Leases liabilities | Fiscal Year Amount ($) 2024 $ 42,786 2025 28,468 2026 26,442 2027 7,178 2028 4,559 2029 and on 14,817 Total 124,250 Less - imputed interest (4,940 ) Total $ 119,310 |
Schedule of Composition of Operating Leases | Details Classification in the Consolidated Balance Sheets December 31, 2023 December 31, 2022 ROU - assets under operating leases Deferred tax and other long-term assets, net $ 9,762 $ 10,355 Lease liabilities: Current operating lease liabilities Current maturities of long-term debt $ 3,450 $ 3,171 Long-term operating lease liabilities Long-term debt 6,312 7,184 Total operating lease liabilities $ 9,762 $ 10,355 Weighted average remaining lease term (years) 3.3 4.3 Weighted average discount rate 1.94 % 1.94 % |
Schedule of Maturity of Operating Leases liabilities | Fiscal Year Amount ($) 2024 $ 3,511 2025 3,197 2026 2,539 2027 707 Total 9,954 Less - imputed interest (192 ) Total $ 9,762 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
Schedule of Recurring Fair Value Measurements | Recurring fair value measurements using the indicated inputs: 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 Details December 31, 2022 Quoted prices in active market (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross-currency swap - net asset position $ 1,685 $ - $ 1,685 $ - Privately held companies 6,720 - - 6,720 Marketable securities held for sale 169,694 - 169,694 - Foreign exchange forward and cylinders - net liability position (6,947 ) - (6,947 ) - $ 171,152 $ - $ 164,432 $ 6,720 |
Schedule of Marketable Securities | 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 following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2022: Details Amortized Cost (*) Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 158,089 $ 535 $ (11,656 ) $ 146,968 Government bonds 22,686 - (1,130 ) 21,556 Municipal bonds 472 - (8 ) 464 $ 181,247 $ 535 $ (12,794 ) $ 168,988 * Excluding accrued interest of $706. |
Schedule of Maturities of Marketable Securities | 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 The scheduled maturities of available-for-sale marketable securities as of December 31, 2022, were as follows: Details Amortized Cost Estimated fair value Due within one year $ 78,855 $ 75,365 Due within 2-5 years 98,034 89,943 Due after 5 years 4,358 3,680 $ 181,247 $ 168,988 |
Schedule of Investments with Continuous Unrealized Losses | Investments with continuous unrealized losses for less than twelve months and for twelve months or more and their related fair values as of December 31, 2023 and December 31, 2022, were as indicated in the following tables: 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 ) December 31, 2022 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 $ 57,388 $ (3,160 ) $ 87,065 $ (8,496 ) $ 144,453 $ (11,656 ) Government bonds 11,193 (319 ) 10,363 (811 ) 21,556 (1,130 ) Municipal bonds - - 464 (8 ) 464 (8 ) Total $ 68,581 $ (3,479 ) $ 97,892 $ (9,315 ) $ 166,473 $ (12,794 ) |
EMPLOYEE RELATED LIABILITIES (T
EMPLOYEE RELATED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Postretirement Medicare Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Periodic Benefit Cost | Details 2023 2022 2021 Net periodic benefit cost: Service cost $ 2 $ 4 $ 5 Interest cost 71 57 52 Amortization of prior service costs - - - Amortization of net gain (282 ) (157 ) (179 ) Total net periodic benefit cost $ (209 ) $ (96 ) $ (122 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ - $ - $ - Net gain for the period (195 ) (515 ) (23 ) Amortization of prior service costs - - - Amortization of net gain 282 157 179 Total recognized in other comprehensive income $ 87 $ (358 ) $ 156 Total recognized in net periodic benefit cost and other comprehensive income $ (122 ) $ (454 ) $ 34 Weighted average assumptions used: Discount rate 5.10 % 3.00 % 2.80 % 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) 7.30%/9.25 % 6.00%/8.50 % 6.00%/6.50 % Health care cost trend rate assumed for current year (pre-65/post-65 Non-Medicare Advantage) 7.30%/8.30 % 6.00%/6.40 % 6.00%/6.50 % 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) 2031/2031 2031/2031 2029/2029 Measurement date December 31, 2023 December 31, 2022 December 31, 2021 |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | Details 2023 2022 2021 Change in medical plan related benefit obligation: Medical plan related benefit obligation at beginning of period $ 1,454 $ 1,912 $ 1,882 Service cost 2 4 5 Interest cost 71 57 52 Benefits paid (13 ) (4 ) (4 ) Change in medical plan provisions - - - Actuarial gain, net (195 ) (515 ) (23 ) Benefit medical plan related obligation end of period $ 1,319 $ 1,454 $ 1,912 Change in plan assets: Fair value of plan assets at beginning of period $ - $ - $ - Employer contribution 13 4 4 Benefits paid (13 ) (4 ) (4 ) Fair value of plan assets at end of period $ - $ - $ - Medical plan related net funding $ (1,319 ) $ (1,454 ) $ (1,912 ) Details 2023 2022 2021 Amounts recognized in statement of financial position: Current liabilities $ (50 ) $ (59 ) $ (48 ) Non-current liabilities (1,269 ) (1,395 ) (1,864 ) Net amount recognized $ (1,319 ) $ (1,454 ) $ (1,912 ) Weighted average assumptions used: Discount rate 5.00 % 5.10 % 3.00 % 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) 8.20%/11.00 % 7.30%/9.25 % 5.80%/8.50 % Health care cost trend rate assumed for next year (pre-65/post-65 Non-Medicare Advantage) 8.20%/8.70 % 7.30%/8.30 % 5.80%/6.20 % Ultimate rate (pre-65/post-65 Medicare Advantage) 4.50%/4.50 % 4.50%/4.50 % 4.40%/4.50 % Ultimate rate (pre-65/post-65 Non-Medicare Advantage) 4.50%/4.50 % 4.50%/4.50 % 4.40%/4.40 % Year the ultimate rate is reached (pre-65/post-65 Medicare Advantage) 2033/2034 2031/2031 2031/2031 Year the ultimate rate is reached (pre-65/post-65 Non-Medicare Advantage) 2033/2033 2031/2031 2031/2031 |
Schedule of Future Benefit Payments | Fiscal Year Other Benefits 2024 $ 50 2025 61 2026 67 2027 75 2028 79 2029 - 2033 $ 422 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Periodic Benefit Cost | Details 2023 2022 2021 Net periodic benefit cost: Interest cost $ 891 $ 627 $ 575 Expected return on plan assets (1,034 ) (778 ) (788 ) Expected administrative expenses 200 200 100 Amortization of prior service costs 3 3 3 Amortization of net loss 123 - 27 Total net periodic benefit cost $ 183 $ 52 $ (83 ) 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 346 1,545 (1,038 ) Amortization of prior service costs (3 ) (3 ) (3 ) Amortization of net gain (123 ) - (27 ) Total recognized loss (gain) in other comprehensive income = $ 220 $ 1,542 $ (1,068 ) Total recognized in net periodic benefit cost (gain) and other comprehensive income $ 403 $ 1,594 $ (1,151 ) Weighted average assumptions used: Discount rate 5.10 % 2.90 % 2.50 % Expected return on plan assets 5.60 % 3.10 % 3.10 % Rate of compensation increases N/A N/A N/A |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | Details 2023 2022 2021 Change in benefit obligation: Benefit obligation at beginning of period $ 17,436 $ 22,081 $ 23,467 Interest cost 891 627 575 Benefits paid (963 ) (804 ) (778 ) Change in plan provisions - - - Actuarial loss (gain) 917 (4,468 ) (1,183 ) Benefit obligation end of period $ 18,281 $ 17,436 $ 22,081 Change in plan assets: Fair value of plan assets at beginning of period $ 19,511 $ 25,750 $ 25,985 Actual return on plan assets 1,628 (5,211 ) 616 Employer contribution - - - Expenses paid (224 ) (224 ) (73 ) Benefits paid (962 ) (804 ) (778 ) Fair value of plan assets at end of period $ 19,953 $ 19,511 $ 25,750 Funded Status $ 1,672 $ 2,075 $ 3,669 Amounts recognized in statement of financial position: Non-current assets $ 1,672 $ 2,075 $ 3,669 Non-current liabilities - - - Net amount recognized $ 1,672 $ 2,075 $ 3,669 Weighted average assumptions used: Discount rate 4.90 % 5.10 % 2.90 % Rate of compensation increases N/A N/A N/A |
Schedule of Future Benefit Payments | Fiscal Year Other Benefits 2024 $ 1,136 2025 1,225 2026 1,282 2027 1,322 2028 1,346 2029 - 2033 $ 6,692 |
Schedule of Weighted Average Asset Allocations | Details Level 1 Level 2 Level 3 Investments in commingled funds $ - $ 19,953 $ - Total plan assets at fair value $ - $ 19,953 $ - Details Level 1 Level 2 Level 3 Investments in commingled funds $ - $ 19,511 $ - Total plan assets at fair value $ - $ 19,511 $ - |
Schedule of Assets Measured at Fair Value on a Recurring Basis | Asset Category December 31, 2023 Target allocation 2024 Equity securities 10 % 10 % Debt securities 90 % 90 % Total 100 % 100 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Changes in Accruals Related to Arai Factory Cessation | Details Asset disposal accrual Other Restructuring costs accrual Accrued balance as of January 1, 2022 $ 2,250 $ - Expenses accrued - 10,684 Accruals related to assets 521 2,654 Cash payments (808 ) (5,703 ) Accrued balance as of December 31, 2022 $ 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 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Restricted Shares Units Activity | 2023 2022 2021 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 1,712,996 $ 32.90 2,211,100 $ 24.11 2,223,043 $ 19.45 Granted 797,241 $ 37.64 612,881 $ 44.99 1,002,275 $ 29.91 Converted (870,720 ) $ 27.80 (1,068,219 ) $ 21.99 (929,466 ) $ 19.56 Forfeited (53,957 ) $ 32.49 (42,766 ) $ 24.24 (84,752 ) $ 20.28 Outstanding as of end of year (*) 1,585,560 $ 38.10 1,712,996 $ 32.90 2,211,100 $ 24.11 (*) Include 559,184, 595,757 and 776,313 PSUs as of December 31, 2023, 2022 and 2021, respectively. The performance goals of 557,416 PSUs outstanding as of December 31, 2023 were achieved or estimated to be achieved. |
Schedule of Employees Share Incentive Plans | Details for the year ended December 31 2023 2022 2021 The intrinsic value of converted RSUs $ 26,976 $ 48,829 $ 27,807 The original fair value of converted RSUs $ 24,206 $ 23,492 $ 18,183 |
Schedule of Stock-Based Compensation Expense in Statement of Operations | Details 2023 2022 2021 Cost of goods $ 8,332 $ 7,393 $ 7,003 Research and development, net 5,639 4,754 4,855 Marketing, general and administrative 13,960 12,068 13,286 Total stock-based compensation expense $ 27,931 $ 24,215 $ 25,144 |
INFORMATION ON GEOGRAPHIC ARE_2
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenues by Geographic Area | A. Revenues by Geographic Area - as Percentage of Total Revenue Years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 USA 46 % 49 % 41 % Japan 17 16 22 Asia (other than Japan) 27 26 30 Europe 10 9 7 Total 100 % 100 % 100 % |
Schedule of 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 and substantially all of TPSCo’s long-lived assets are located in Japan. As of December 31, 2023 and 2022: Details 2023 2022 Israel $ 254,868 $ 248,711 United States 250,560 257,759 Europe 371,583 147,493 Japan 278,918 308,295 $ 1,155,929 $ 962,258 |
Schedule of Revenues of Major Customers | Years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Customer A 14 % 14 % 21 % Customer B 9 9 13 Other customers * 21 24 20 * Represents aggregated revenue to three customers that accounted for between 3% and 9% of total revenue during 2023, to four customers that accounted for between 4% and 8% of total revenue during 2022, and to four customers that accounted for between 4% and 7% of total revenue during 2021. |
FINANCING INCOME (EXPENSE), N_2
FINANCING INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Financing Expense | Financing income (expense), net consists of the following for the years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Interest expense $ (4,444 ) $ (5,687 ) $ (7,312 ) Interest income 39,987 13,596 5,368 Series G Debentures amortization, exchange rate and hedging transactions related results (640 ) (772 ) (1,773 ) Exchange rate and hedging transactions related results (4,140 ) (3,986 ) (7,092 ) Marketable securities fair value adjustments 2,944 (9,225 ) - Bank fees and others (3,176 ) (6,693 ) (2,064 ) $ 30,531 $ (12,767 ) $ (12,873 ) |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | A. Balance The nature of the relationship involved as of December 31, 2023 and 2022: Details 2023 2022 Long-term investment Equity investment in a limited partnership $ 40 $ 57 B. Transactions Description of the transactions for the years ended December 31, 2023, 2022 and 2021: Details Description of the transactions 2023 2022 2021 General and administrative expense Directors’ fees and reimbursement to directors $ 780 $ 696 $ 771 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The Company’s income tax provision consists of the following for the years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Current tax expense: Foreign $ 13,374 $ 13,167 $ 13,504 Deferred tax expense (benefit): Local 62,748 21,550 2,518 Foreign (10,810 ) (9,215 ) (14,998 ) Income tax expense, net $ 65,312 $ 25,502 $ 1,024 |
Schedule of Profit (Loss) Before Taxes | Details 2023 2022 2021 Profit before taxes: Local $ 588,453 $ 295,438 $ 166,273 Foreign (3,611 ) (3,465 ) (11,174 ) Total profit before taxes $ 584,842 $ 291,973 $ 155,099 |
Schedule 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, 2023 and 2022: Details 2023 2022 Deferred tax asset and liability - long-term: Deferred tax assets: Net operating loss carryforward $ 9,889 $ 53,473 Employees compensation 7,853 7,670 Accruals and allowances 10,997 10,935 Research and development credit 24,677 21,340 Research and development - Section 174 19,582 11,748 Lease liabilities 12,199 14,642 Others 2,122 1,894 87,319 121,702 Valuation allowance, see Note 19F below (20,238 ) (17,541 ) Deferred tax assets $ 67,081 $ 104,161 Deferred tax liabilities - long-term: Depreciation and amortization $ (72,254 ) $ (81,929 ) ROU - assets under operating leases (1,609 ) (2,027 ) Others (838 ) 77 Deferred tax liabilities $ (74,701 ) $ (83,879 ) Presented in long term deferred tax assets $ 1,810 $ 32,787 Presented in long term deferred tax liabilities $ (9,430 ) $ (12,505 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 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 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 Details Unrecognized tax benefits Balance as of January 1, 2021 $ 15,314 Additions for tax positions of current year 624 Reduction due to statute of limitations of prior years (8,175 ) Balance as of December 31, 2021 $ 7,763 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory tax rate to the effective tax rate for the years ended December 31, 2023, 2022 and 2021: Details 2023 2022 2021 Tax expense computed at statutory rates, see (*) below $ 134,514 $ 67,154 $ 35,673 Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit (89,487 ) (46,012 ) (24,683 ) Change in valuation allowance, see Note 19F below 2,697 5,911 899 Permanent differences and other, net 17,588 (1,551 ) (10,865 ) Income tax expense $ 65,312 $ 25,502 $ 1,024 (*) The tax expense was computed based on the regular Israeli corporate tax rate of 23%. |
DESCRIPTION OF BUSINESS AND G_2
DESCRIPTION OF BUSINESS AND GENERAL (Details) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Aug. 16, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2021 USD ($) | Feb. 15, 2022 $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Minimum Threshold Amount Of Revenue For Imposing Pillar Two Model Rules | € | € 750 | |||||
net of associated fees | $ (313,501) | $ 0 | $ 0 | |||
TPSCo [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percentage of interests acquired | 51% | |||||
PSCS [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percentage of interests acquired | 49% | |||||
Intel Corporation [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares price per share | $ / shares | $ 53 | |||||
Termination fees received | $ 353 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) € in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for current expected credit loss | $ | $ 4,790 | $ 3,460 | |
Minimum effective corporate income tax rate for every operational jurisdiction | 15% | ||
Minimum threshold amount of revenue for imposing pillar two model rules | € | € 750 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2023 |
Buildings and building improvements, including facility infrastructure [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 10 years |
Buildings and building improvements, including facility infrastructure [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 25 years |
Machinery and equipment, software and hardware [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 3 years |
Machinery and equipment, software and hardware [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 15 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 145,894 | $ 158,763 |
Work in process | 116,698 | 116,553 |
Finished goods | 20,096 | 26,792 |
Inventory, net, total | 282,688 | 302,108 |
Aggregate inventory write-downs | $ 8,327 | $ 8,192 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Direct and indirect Tax receivables | $ 22,892 | $ 21,902 |
Prepaid expenses | 11,097 | 9,783 |
Receivables from Hedging transactions - see Notes 10, 12A and 12D | 1,894 | 1,685 |
Other receivables | 73 | 949 |
Other current assets | $ 35,956 | $ 34,319 |
LONG-TERM INVESTMENTS (Details)
LONG-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments in privately held companies | $ 6,780 | $ 6,720 |
Severance-pay funds | 1,672 | 2,076 |
Long-term investments, total | $ 8,452 | $ 8,796 |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Original cost - machinery and equipment | $ 204,230 | $ 223,716 |
Aggregate investment grants recieved | 285,000 | 285,000 |
Depreciation expense | $ 18,307 | $ 14,215 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Original cost: | [1] | $ 4,406,572 | $ 4,006,101 |
Accumulated depreciation | (3,250,643) | (3,043,843) | |
Property and equipment, net | 1,155,929 | 962,258 | |
Land and Buildings and building improvements, including facility infrastructure [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Original cost: | [1] | 429,191 | 429,277 |
Accumulated depreciation | (291,684) | (279,408) | |
Machinery and equipment, software and hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Original cost: | [1] | 3,977,381 | 3,576,824 |
Accumulated depreciation | $ (2,958,959) | $ (2,764,435) | |
[1]Original cost includes ROU assets under capital lease in the amount of $204,230 and $223,716 as of December 31, 2023 and 2022, respectively. The depreciation expense of such assets amounted to $18,307 and $14,215 for the years ended December 31, 2023 and 2022, respectively. |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 42,800 | $ 42,792 |
Accumulated Amortization | (37,685) | (35,761) |
Net | 5,115 | 7,031 |
Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,700 | 6,692 |
Accumulated Amortization | (5,691) | (5,180) |
Net | $ 1,009 | $ 1,512 |
Technologies [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 10 years | 10 years |
Technologies [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 20 years | 20 years |
Facilities’ lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 19 years | 19 years |
Cost | $ 33,500 | $ 33,500 |
Accumulated Amortization | (29,394) | (28,105) |
Net | $ 4,106 | $ 5,395 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 15 years | 15 years |
Cost | $ 2,600 | $ 2,600 |
Accumulated Amortization | (2,600) | (2,476) |
Net | $ 0 | $ 124 |
DEFERRED TAX AND OTHER LONG-T_3
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET (Schedule of Deferred Tax and Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred tax asset (see Note 19) | $ 1,810 | $ 32,787 |
ROU - assets under operating leases | 9,762 | 10,355 |
Prepaid long-term land lease, net | 2,693 | 2,812 |
Long-term prepaid expenses | 18,598 | 21,395 |
Deferred tax and other assets, net | $ 32,863 | $ 67,349 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities, Current [Abstract] | ||
Proceeds on account of machinery and equipment to be sold as part of Arai restructuring | $ 0 | $ 60,121 |
Tax payables | 7,400 | 7,953 |
Hedging transactions payables | 500 | 6,947 |
Interest payable on debt | 286 | 253 |
Others | 1,100 | 1,078 |
Total other current liabilities | $ 9,286 | $ 76,352 |
LONG-TERM DEBT - SERIES G DEB_2
LONG-TERM DEBT - SERIES G DEBENTURES (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 USD ($) | Dec. 31, 2023 USD ($) Item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Proceeds from non-convertible debentures | $ 24,180 | $ 0 | $ 96,143 | |
Two Thousand Ten Convertible Debentures Series G [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from non-convertible debentures | $ 115,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.79% | |||
Debt Instrument Periodic Payments Number | Item | 7 |
LONG-TERM DEBT - OTHERS (Credit
LONG-TERM DEBT - OTHERS (Credit Line) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Outstanding capital lease liability | $ 118,272 | $ 158,114 | |
Lease liability | 40,330 | 39,610 | |
Operating Lease, Payments | 4,516 | ||
TSNP [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing amount | 70,000 | ||
Office space operating facilities and vehicles [Member] | |||
Debt Instrument [Line Items] | |||
Operating Lease, Cost | $ 4,807 | $ 5,867 | $ 7,535 |
TPSCo [Member] | |||
Debt Instrument [Line Items] | |||
Annual interest rate of lease agreement | 2% |
LONG-TERM DEBT - OTHERS (Loans
LONG-TERM DEBT - OTHERS (Loans to TPSCo from Japanese Institutions) (Narrative) (Details) - TPSCo [Member] $ in Thousands, ¥ in Billions | Sep. 23, 2023 USD ($) | Sep. 23, 2023 JPY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 JPY (¥) |
Term Loan 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal | $ | $ 78,000 | |||
Fixed interest rate | 1.95% | 1.95% | ||
2023 JP Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal | $ | $ 25,000 | |||
Fixed interest rate | 1.95% | 1.95% | ||
JPY [Member] | Term Loan 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal | ¥ | ¥ 11 | |||
JPY [Member] | 2023 JP Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal | ¥ | ¥ 3.5 |
LONG-TERM DEBT - OTHERS (Schedu
LONG-TERM DEBT - OTHERS (Schedule of Other Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Excluding Current Maturities | |
Total | $ 9,762 | $ 10,355 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Excluding Current Maturities | |
Tower's loans (including current maturities) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term JPY loan - principal amount | $ 102,491 | 83,368 |
Capital leases and other long-term liabilities | 119,310 | 159,656 |
Total | 9,762 | 10,355 |
Less - current maturities | (58,952) | (43,310) |
Fair value | $ 172,611 | $ 210,069 |
LONG-TERM DEBT - OTHERS (Sche_2
LONG-TERM DEBT - OTHERS (Schedule of Repayment of Loan) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Long-term 2021 JPY loan [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 1.95 |
Repayment schedule (carrying amount): | |
2024 | $ 11,108 |
2025 | 22,215 |
2026 | 22,215 |
2027 | 22,215 |
LONG-TERM DEBT | $ 77,753 |
Long-term 2023 JPY loan [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 1.95 |
Repayment schedule (carrying amount): | |
2024 | $ 3,534 |
2025 | 7,068 |
2026 | 7,068 |
2027 | 7,068 |
LONG-TERM DEBT | 24,738 |
JPY [Member] | |
Repayment schedule (carrying amount): | |
2024 | 14,642 |
2025 | 29,283 |
2026 | 29,283 |
2027 | 29,283 |
LONG-TERM DEBT | $ 102,491 |
LONG-TERM DEBT - OTHERS (Sche_3
LONG-TERM DEBT - OTHERS (Schedule of Maturity Capital Leases Liabilities) (Details) - Southern Florida Research Foundation Member $ in Thousands | Dec. 31, 2023 USD ($) |
Related Party Transaction [Line Items] | |
2024 | $ 42,786 |
2025 | 28,468 |
2026 | 26,442 |
2027 | 7,178 |
2028 | 4,559 |
2029 and on | 14,817 |
Total | 124,250 |
Less - imputed interest | (4,940) |
Total | $ 119,310 |
LONG-TERM DEBT - OTHERS (Sche_4
LONG-TERM DEBT - OTHERS (Schedule of Composition of Operating Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Right of use - assets under operating leases | $ 9,762 | $ 10,355 |
Current operating lease liabilities | 3,450 | 3,171 |
Long-term operating lease liabilities | 6,312 | 7,184 |
Total operating lease liabilities | $ 9,762 | $ 10,355 |
Weighted average remaining lease term (years) | 3 years 3 months 18 days | 4 years 3 months 18 days |
Weighted average discount rate | 1.94% | 1.94% |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Debt, Current | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Excluding Current Maturities | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets |
LONG-TERM DEBT - OTHERS (Sche_5
LONG-TERM DEBT - OTHERS (Schedule of Maturity Operating Leases Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 3,511 | |
2025 | 3,197 | |
2026 | 2,539 | |
2027 | 707 | |
Total | 9,954 | |
Less - imputed interest | (192) | |
Total | $ 9,762 | $ 10,355 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gains (losses) reclassified from other comprehensive income into net income (loss) recognized in COGS | $ 5,153 | $ 36,857 | ||
Fair value of swap in asset position | 1,685 | |||
Effective portion of unrealized gains recorded in OCI | $ 16 | |||
Gain (loss) of hedge on operations | (5,966) | |||
Short term deposit | 790,823 | 495,359 | ||
Marketable securities | [1] | 184,960 | 169,694 | |
Investment income (expense) | 6,978 | |||
Tower US Holdings [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative assets, asset position | 1,894 | 3,805 | ||
Fair value asset face amount | 156,000 | 157,000 | ||
Fair value of derivative liability | 500 | 3,142 | ||
Fair value liability face amount | 204,000 | $ 217,000 | ||
Tower and Jazz Debentures [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of debentures | $ 19,000 | |||
[1]Marketable securities are available-for-sale securities; the amortized cost of such marketable securities of $188,826 and $181,247 as of December 31, 2023 and December 31, 2022, respectively, is presented net of an immaterial allowance for credit losses. |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Recurring Fair Value Measurements) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held for sale | $ 183,710 | $ 168,988 |
Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 1,685 | |
Privately held companies | 6,780 | 6,720 |
Marketable securities held for sale | 184,960 | 169,694 |
Foreign exchange forward and cylinders - net asset position | 1,394 | |
Foreign exchange forward and cylinders - net liability position | (6,947) | |
Total assets and liabilities | 193,134 | 171,152 |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 0 | |
Privately held companies | 0 | 0 |
Marketable securities held for sale | 0 | 0 |
Foreign exchange forward and cylinders - net asset position | 0 | |
Foreign exchange forward and cylinders - net liability position | 0 | |
Total assets and liabilities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 1,685 | |
Privately held companies | 0 | 0 |
Marketable securities held for sale | 184,960 | 169,694 |
Foreign exchange forward and cylinders - net asset position | 1,394 | |
Foreign exchange forward and cylinders - net liability position | (6,947) | |
Total assets and liabilities | 186,354 | 164,432 |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 0 | |
Privately held companies | 6,780 | 6,720 |
Marketable securities held for sale | 0 | 0 |
Foreign exchange forward and cylinders - net asset position | 0 | |
Foreign exchange forward and cylinders - net liability position | 0 | |
Total assets and liabilities | $ 6,780 | $ 6,720 |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Marketable Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | $ 188,826 | [1] | $ 181,247 | [2] | |
Gross unrealized gains | 2,088 | 535 | |||
Gross Unrealized losses | (7,204) | (12,794) | |||
Estimated fair value | 183,710 | 168,988 | |||
Accrued interest | 1,250 | 706 | |||
Corporate bonds [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | 166,356 | [1] | 158,089 | [2] | |
Gross unrealized gains | 2,015 | 535 | |||
Gross Unrealized losses | (7,117) | (11,656) | |||
Estimated fair value | 161,254 | 146,968 | |||
Government bonds [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | 22,470 | [1] | 22,686 | [2] | |
Gross unrealized gains | 73 | 0 | |||
Gross Unrealized losses | (87) | (1,130) | |||
Estimated fair value | $ 22,456 | 21,556 | |||
Municipal Bonds [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | [2] | 472 | |||
Gross unrealized gains | 0 | ||||
Gross Unrealized losses | (8) | ||||
Estimated fair value | $ 464 | ||||
[1]Excluding accrued interest of $1,250.[2]Excluding accrued interest of $706. |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Maturities of Marketable Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | ||
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | ||||
Due within one year, Amortized cost | $ 31,075 | $ 78,855 | ||
Due within 2-5 years, Amortized cost | 134,256 | 98,034 | ||
Due after 5 years, Amortized cost | 23,495 | 4,358 | ||
Amortized cost | 188,826 | [1] | 181,247 | [2] |
Due within one year, Estimated fair value | 30,938 | 75,365 | ||
Due within 2-5 years, Estimated fair value | 130,271 | 89,943 | ||
Due after 5 years, Estimated fair value | 22,501 | 3,680 | ||
Estimated fair value | $ 183,710 | $ 168,988 | ||
[1]Excluding accrued interest of $1,250.[2]Excluding accrued interest of $706. |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Investments with Continuous Unrealized Losses) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | $ 53,142 | $ 68,581 |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | (3,075) | (3,479) |
Investments with continuous unrealized losses for 12 months or more, Fair value | 72,571 | 97,892 |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (4,129) | (9,315) |
Total Investments with continuous unrealized losses, Fair value | 125,713 | 166,473 |
Total Investments with continuous unrealized losses, Unrealized losses | (7,204) | (12,794) |
Corporate bonds [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | 49,843 | 57,388 |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | (3,073) | (3,160) |
Investments with continuous unrealized losses for 12 months or more, Fair value | 67,167 | 87,065 |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (4,044) | (8,496) |
Total Investments with continuous unrealized losses, Fair value | 117,010 | 144,453 |
Total Investments with continuous unrealized losses, Unrealized losses | (7,117) | (11,656) |
Government bonds [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | 3,299 | 11,193 |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | (2) | (319) |
Investments with continuous unrealized losses for 12 months or more, Fair value | 5,404 | 10,363 |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (85) | (811) |
Total Investments with continuous unrealized losses, Fair value | 8,703 | 21,556 |
Total Investments with continuous unrealized losses, Unrealized losses | $ (87) | (1,130) |
Municipal bonds [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | 0 | |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | 0 | |
Investments with continuous unrealized losses for 12 months or more, Fair value | 464 | |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (8) | |
Total Investments with continuous unrealized losses, Fair value | 464 | |
Total Investments with continuous unrealized losses, Unrealized losses | $ (8) |
EMPLOYEE RELATED LIABILITIES (N
EMPLOYEE RELATED LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Israeli employee termination benefits | $ 5,752 | $ 6,269 | $ 5,941 |
Pension Plan [Member] | |||
Discount rate | 5.10% | 2.90% | |
Tower Jazz Panasonic Semi Conductor Company Ltd [Member] | |||
Matching contribution (as a percent) | 8.20% | 8.50% | 7.70% |
Employee contribution (as a percent) | 0.70% | ||
Cost recognized | $ 4,266 | $ 4,838 | $ 5,331 |
EMPLOYEE RELATED LIABILITIES (S
EMPLOYEE RELATED LIABILITIES (Schedule of Components of Net Periodic Benefit Cost Recognized in Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postretirement Medicare Plan [Member] | |||
Net periodic benefit cost: | |||
Service cost | $ 2 | $ 4 | $ 5 |
Defined Benefit Plan, Interest Cost | 71 | 57 | 52 |
Amortization of prior service costs | 0 | 0 | 0 |
Amortization of net gain | (282) | (157) | (179) |
Total net periodic benefit cost | (209) | (96) | (122) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income: | |||
Prior service cost for the period | 0 | 0 | 0 |
Net gain for the period | (195) | (515) | (23) |
Amortization of prior service costs | 0 | 0 | 0 |
Amortization of net gain | 282 | 157 | 179 |
Total recognized loss (gain) in other comprehensive income | 87 | (358) | 156 |
Total recognized in net periodic benefit cost (gain) and other comprehensive income | $ (122) | $ (454) | $ 34 |
Weighted average assumptions used: | |||
Discount rate | 5.10% | 3% | 2.80% |
Expected return on plan assets | |||
Rate of compensation increases | |||
Assumed health care cost trend rates: | |||
Measurement date | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Postretirement Medicare Plan [Member] | Pre-65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for current year - Medicare Advantage | 7.30% | 6% | 6% |
Health care cost trend rate assumed for current year - Non-Medicare Advantage | 7.30% | 6% | 6% |
Ultimate rate | 4.50% | 4.50% | 4.50% |
Year the ultimate rate is reached | 2031 | 2031 | 2029 |
Postretirement Medicare Plan [Member] | Post-65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for current year - Medicare Advantage | 9.25% | 8.50% | 6.50% |
Health care cost trend rate assumed for current year - Non-Medicare Advantage | 8.30% | 6.40% | 6.50% |
Ultimate rate | 4.50% | 4.50% | 4.50% |
Year the ultimate rate is reached | 2031 | 2031 | 2029 |
Pension Plan [Member] | |||
Net periodic benefit cost: | |||
Defined Benefit Plan, Interest Cost | $ 891 | $ 627 | $ 575 |
Expected return on plan assets | (1,034) | (778) | (788) |
Expected administrative expenses | 200 | 200 | 100 |
Amortization of prior service costs | 3 | 3 | 3 |
Amortization of net gain | 123 | 0 | 27 |
Total net periodic benefit cost | 183 | 52 | (83) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income: | |||
Prior service cost for the period | 0 | 0 | 0 |
Net gain for the period | 346 | 1,545 | (1,038) |
Amortization of prior service costs | (3) | (3) | (3) |
Amortization of net gain | (123) | 0 | (27) |
Total recognized loss (gain) in other comprehensive income | 220 | 1,542 | (1,068) |
Total recognized in net periodic benefit cost (gain) and other comprehensive income | $ 403 | $ 1,594 | $ (1,151) |
Weighted average assumptions used: | |||
Discount rate | 5.10% | 2.90% | 2.50% |
Expected return on plan assets | 5.60% | 3.10% | 3.10% |
Rate of compensation increases |
EMPLOYEE RELATED LIABILITIES _2
EMPLOYEE RELATED LIABILITIES (Schedule of Components of Change in Benefit Obligation, Change in Plan Assets and Funded Status) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postretirement Medicare Plan [Member] | |||
Change in medical plan related benefit obligation: | |||
Medical plan related benefit obligation at beginning of period | $ 1,454 | $ 1,912 | $ 1,882 |
Service cost | 2 | 4 | 5 |
Interest cost | 71 | 57 | 52 |
Benefits paid | (13) | (4) | (4) |
Change in medical plan provisions | 0 | 0 | 0 |
Actuarial gain, net | (195) | (515) | (23) |
Benefit medical plan related obligation end of period | 1,319 | 1,454 | 1,912 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 0 | 0 | 0 |
Employer contribution | 13 | 4 | 4 |
Benefits paid | (13) | (4) | (4) |
Fair value of plan assets at end of period | 0 | 0 | 0 |
Medical plan related net funding | (1,319) | (1,454) | (1,912) |
Pension Plan [Member] | |||
Change in medical plan related benefit obligation: | |||
Medical plan related benefit obligation at beginning of period | 17,436 | 22,081 | 23,467 |
Interest cost | 891 | 627 | 575 |
Benefits paid | (963) | (804) | (778) |
Change in medical plan provisions | 0 | 0 | 0 |
Actuarial gain, net | 917 | (4,468) | (1,183) |
Benefit medical plan related obligation end of period | 18,281 | 17,436 | 22,081 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 19,511 | 25,750 | 25,985 |
Actual return on plan assets | 1,628 | (5,211) | 616 |
Employer contribution | 0 | 0 | 0 |
Expenses paid | (224) | (224) | (73) |
Benefits paid | (962) | (804) | (778) |
Fair value of plan assets at end of period | 19,953 | 19,511 | 25,750 |
Medical plan related net funding | $ 1,672 | $ 2,075 | $ 3,669 |
EMPLOYEE RELATED LIABILITIES _3
EMPLOYEE RELATED LIABILITIES (Schedule of Amounts Recognized in Statement of Financial Position) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postretirement Medicare Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Current liabilities | $ (50) | $ (59) | $ (48) |
Non-current liabilities | (1,269) | (1,395) | (1,864) |
Net amount recognized | $ (1,319) | $ (1,454) | $ (1,912) |
Weighted average assumptions used: | |||
Discount rate | 5% | 5.10% | 3% |
Rate of compensation increases | |||
Pension Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Non-current assets | $ 1,672 | $ 2,075 | $ 3,669 |
Non-current liabilities | 0 | 0 | 0 |
Net amount recognized | $ 1,672 | $ 2,075 | $ 3,669 |
Weighted average assumptions used: | |||
Discount rate | 4.90% | 5.10% | 2.90% |
Rate of compensation increases | |||
Pre-65 [Member] | Postretirement Medicare Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 8.20% | 7.30% | 5.80% |
Ultimate rate | 4.50% | 4.50% | 4.40% |
Year the ultimate rate is reached | 2033 | 2031 | 2031 |
Pre-65 [Member] | Postretirement Non Medical Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 8.20% | 7.30% | 5.80% |
Ultimate rate | 4.50% | 4.50% | 4.40% |
Year the ultimate rate is reached | 2033 | 2031 | 2031 |
Post-65 [Member] | Postretirement Medicare Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 11% | 9.25% | 8.50% |
Ultimate rate | 4.50% | 4.50% | 4.50% |
Year the ultimate rate is reached | 2034 | 2031 | 2031 |
Post-65 [Member] | Postretirement Non Medical Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 8.70% | 8.30% | 6.20% |
Ultimate rate | 4.50% | 4.50% | 4.40% |
Year the ultimate rate is reached | 2033 | 2031 | 2031 |
EMPLOYEE RELATED LIABILITIES _4
EMPLOYEE RELATED LIABILITIES (Schedule of Future Benefit Payments) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Postretirement Medicare Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | $ 50 |
2025 | 61 |
2026 | 67 |
2027 | 75 |
2028 | 79 |
2029 - 2033 | 422 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | 1,136 |
2025 | 1,225 |
2026 | 1,282 |
2027 | 1,322 |
2028 | 1,346 |
2029 - 2033 | $ 6,692 |
EMPLOYEE RELATED LIABILITIES _5
EMPLOYEE RELATED LIABILITIES (Schedule of Assets Measured at Fair Value) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in commingled funds | $ 0 | $ 0 |
Total plan assets at fair value | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in commingled funds | 19,953 | 19,511 |
Total plan assets at fair value | 19,953 | 19,511 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in commingled funds | 0 | 0 |
Total plan assets at fair value | $ 0 | $ 0 |
EMPLOYEE RELATED LIABILITIES _6
EMPLOYEE RELATED LIABILITIES (Schedule of Weighted Average Asset Allocations) (Details) | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 100% |
Target allocation 2024 | 100% |
Equity Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 10% |
Target allocation 2024 | 10% |
Debt Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 90% |
Target allocation 2024 | 90% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring gain from sale of machinery and equipment | $ 52,168 | $ 20,243 | |
Intel Corporation [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition of equipment and other fixed assets | $ 300,000 | ||
Tonami Factory [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring gain from sale of machinery and equipment | 72,411 | ||
Restructuring expense | 30,346 | ||
Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 19,662 | $ 10,684 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset disposal accrual [Member] | ||
Operating Leased Assets [Line Items] | ||
Accrued balance as of beginning of period | $ 1,963 | $ 2,250 |
Expenses accrued | 0 | 0 |
Accruals related to assets | (1,741) | 521 |
Cash payments | (222) | (808) |
Accrued balance as of ending of period | 0 | 1,963 |
Other Restructuring costs accrual [Member] | ||
Operating Leased Assets [Line Items] | ||
Accrued balance as of beginning of period | 7,635 | 0 |
Expenses accrued | 19,662 | 10,684 |
Accruals related to assets | (7,318) | 2,654 |
Cash payments | (17,852) | (5,703) |
Accrued balance as of ending of period | $ 2,127 | $ 7,635 |
SHAREHOLDERS' EQUITY (Ordinary
SHAREHOLDERS' EQUITY (Ordinary Shares) (Narrative) (Details) - ₪ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |||
Ordinary shares, authorized | 150,000,000 | 150,000,000 | |
Ordinary shares, par value | ₪ 15 | ₪ 15 | |
Ordinary shares, issued | 110,912,000 | 110,041,000 | |
Common Stock, Shares, Outstanding | 110,825,000 | 109,954,000 | |
Performance shares units | 559,184 | 595,757 | 776,313 |
Performance shares units outstanding | 557,416 | ||
Treasury stock, shares | 87,000 | 87,000 |
SHAREHOLDERS' EQUITY (Share Opt
SHAREHOLDERS' EQUITY (Share Option Plans) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of vested restricted stock units | 20% | ||||||
RSU's [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted | 797,241 | 612,881 | 1,002,275 | ||||
Awards outstanding | 1,585,560 | [1] | 1,712,996 | [1] | 2,211,100 | [1] | 2,223,043 |
2013 Plan [Member] | Employees and directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | 3 years | |||||
Awards granted | 800,000 | 610,000 | |||||
2013 Plan [Member] | Chief Executive Officer [Member] | Time Vested Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | 3 years | 3 years | ||||
Vesting percentage | 33% | 33% | 33% | ||||
Non-option equity awards granted | 75,800 | 59,000 | 80,000 | ||||
2013 Plan [Member] | Chief Executive Officer [Member] | Performance-based RSU's [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | 3 years | 3 years | ||||
Vesting percentage | 33% | 33% | 33% | ||||
Non-option equity awards granted | 125,000 | 97,000 | 132,000 | ||||
2013 Plan [Member] | Chief Executive Officer [Member] | RSU's [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-option equity awards granted | 6,000,000 | ||||||
Compensation cost | $ 7,537 | $ 7,200 | |||||
2013 Plan [Member] | Chief Executive Officer [Member] | PSU’s [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-option equity awards granted | 31,000 | ||||||
Compensation cost | $ 1,000 | ||||||
2013 Plan [Member] | Chairman of the board of directors [Member] | Time Vested Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 33% | 33% | 33% | ||||
Non-option equity awards granted | 8,000 | 6,500 | 10,300 | ||||
Compensation cost | $ 300 | $ 300 | $ 300 | ||||
2013 Plan [Member] | New other directors [Member] | Time Vested Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | 2 years | 2 years | ||||
Non-option equity awards granted | 3,300 | 2,700 | 4,300 | ||||
Compensation cost | $ 875 | $ 875 | $ 875 | ||||
2013 Plan [Member] | New other directors [Member] | Time Vested Restricted Stock Units [Member] | First Anniversary [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50% | 50% | 50% | ||||
2013 Plan [Member] | New other directors [Member] | Time Vested Restricted Stock Units [Member] | Second Anniversary [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50% | 50% | 50% | ||||
[1]Include 559,184, 595,757 and 776,313 PSUs as of December 31, 2023, 2022 and 2021, respectively. The performance goals of 557,416 PSUs outstanding as of December 31, 2023 were achieved or estimated to be achieved. |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Restricted Shares Units Activity) (Details) - RSU's [Member] - $ / shares | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Number of RSU's | ||||||
Outstanding as of beginning of year | 1,712,996 | [1] | 2,211,100 | [1] | 2,223,043 | |
Granted | 797,241 | 612,881 | 1,002,275 | |||
Converted | (870,720) | (1,068,219) | (929,466) | |||
Forfeited | (53,957) | (42,766) | (84,752) | |||
Outstanding as of end of year | [1] | 1,585,560 | 1,712,996 | 2,211,100 | ||
Weighted Average Fair Value | ||||||
Outstanding as of beginning of year | $ 32.9 | [1] | $ 24.11 | [1] | $ 19.45 | |
Granted | 37.64 | 44.99 | 29.91 | |||
Converted | 27.8 | 21.99 | 19.56 | |||
Forfeited | 32.49 | 24.24 | 20.28 | |||
Outstanding as of end of year | [1] | $ 38.1 | $ 32.9 | $ 24.11 | ||
[1]Include 559,184, 595,757 and 776,313 PSUs as of December 31, 2023, 2022 and 2021, respectively. The performance goals of 557,416 PSUs outstanding as of December 31, 2023 were achieved or estimated to be achieved. |
SHAREHOLDERS' EQUITY (Schedul_2
SHAREHOLDERS' EQUITY (Schedule of Intrinsic and Fair Values of RSU's) (Details) (USD $) - RSU's [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
The intrinsic value of converted RSUs | $ 26,976 | $ 48,829 | $ 27,807 |
The original fair value of converted RSUs | $ 24,206 | $ 23,492 | $ 18,183 |
SHAREHOLDERS' EQUITY (Schedul_3
SHAREHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense in Statement of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | $ 27,931 | $ 24,215 | $ 25,144 |
Cost of goods [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | 8,332 | 7,393 | 7,003 |
Research and development, net [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | 5,639 | 4,754 | 4,855 |
Marketing, general and administrative [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | $ 13,960 | $ 12,068 | $ 13,286 |
INFORMATION ON GEOGRAPHIC ARE_3
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues by Geographic Area) (Details) - Geographic Concentration [Member] - Revenue [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 100% | 100% | 100% |
USA [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 46% | 49% | 41% |
Japan [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 17% | 16% | 22% |
Asia (other than japan) [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 27% | 26% | 30% |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 10% | 9% | 7% |
INFORMATION ON GEOGRAPHIC ARE_4
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Long-Lived Assets by Geographic Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 1,155,929 | $ 962,258 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 254,868 | 248,711 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 250,560 | 257,759 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 371,583 | 147,493 |
Japan [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 278,918 | $ 308,295 |
INFORMATION ON GEOGRAPHIC ARE_5
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues of Major Customers) (Details) - Revenue [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 14% | 14% | 21% | |
Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 9% | 9% | 13% | |
Other customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | [1] | 21% | 24% | 20% |
Customer one [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 3% | 4% | 4% | |
Customer two [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 9% | 8% | 7% | |
[1]Represents aggregated revenue to three customers that accounted for between 3% and 9% of total revenue during 2023, to four customers that accounted for between 4% and 8% of total revenue during 2022, and to four customers that accounted for between 4% and 7% of total revenue during 2021. |
FINANCING INCOME (EXPENSE), N_3
FINANCING INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Interest expense | $ (4,444) | $ (5,687) | $ (7,312) |
Interest income | 39,987 | 13,596 | 5,368 |
Series G Debentures amortization, exchange rate and hedging transactions related results | (640) | (772) | (1,773) |
Exchange rate and hedging transactions related results | (4,140) | (3,986) | (7,092) |
Marketable securities fair value adjustments | 2,944 | (9,225) | 0 |
Bank fees and others | (3,176) | (6,693) | (2,064) |
FINANCING INCOME (EXPENSE), NET | $ 30,531 | $ (12,767) | $ (12,873) |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
General and administrative expense | $ 72,454 | $ 80,282 | $ 77,221 |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Long-term investment | 40 | 57 | |
General and administrative expense | $ 780 | $ 696 | $ 771 |
INCOME TAX (Narrative) (Details
INCOME TAX (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Tax Credit Carryforward [Line Items] | |
Operation loss carryforwards limitation | taxable income limitation of 80% |
Effective Statutory tax rate | 23% |
Federal [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | $ 10,000 |
Tower [Member] | |
Tax Credit Carryforward [Line Items] | |
Preferred income subject tax rate | 7.50% |
Tower US Holdings [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | $ 44,000 |
Net operating loss carry forwards amount not to expire | 34,000 |
Tower US Holdings [Member] | State and Local Jurisdiction [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | $ 9,000 |
INCOME TAX (Schedule of Income
INCOME TAX (Schedule of Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense: | |||
Foreign | $ 13,374 | $ 13,167 | $ 13,504 |
Deferred tax expense (benefit): | |||
Local | 62,748 | 21,550 | 2,518 |
Foreign | (10,810) | (9,215) | (14,998) |
Income tax expense | $ 65,312 | $ 25,502 | $ 1,024 |
INCOME TAX (Schedule of Profit
INCOME TAX (Schedule of Profit (Loss) Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Profit before taxes: | |||
Local | $ 588,453 | $ 295,438 | $ 166,273 |
Foreign | (3,611) | (3,465) | (11,174) |
Total profit before taxes | $ 584,842 | $ 291,973 | $ 155,099 |
INCOME TAX (Schedule of Deferre
INCOME TAX (Schedule of Deferred Tax Asset/Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 9,889 | $ 53,473 |
Employees compensation | 7,853 | 7,670 |
Accruals and allowances | 10,997 | 10,935 |
Research and development credit | 24,677 | 21,340 |
Research and development - Section 174 | 19,582 | 11,748 |
Lease liabilities | 12,199 | 14,642 |
Others | 2,122 | 1,894 |
Deferred tax assets gross | 87,319 | 121,702 |
Valuation allowance, see Note 19F below | (20,238) | (17,541) |
Deferred tax assets | 67,081 | 104,161 |
Deferred tax liabilities - long-term: | ||
Depreciation and amortization | (72,254) | (81,929) |
ROU - assets under operating leases | (1,609) | (2,027) |
Others | (838) | 77 |
Deferred tax liabilities | (74,701) | (83,879) |
Presented in long term deferred tax assets | 1,810 | 32,787 |
Presented in long term deferred tax liabilities | $ (9,430) | $ (12,505) |
INCOME TAX (Schedule of Reconci
INCOME TAX (Schedule of Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 8,490 | $ 7,763 | $ 15,314 |
Additions for tax positions of current year | 727 | 727 | 624 |
Reduction due to statute of limitations of prior years | 0 | 0 | (8,175) |
Ending balance | $ 9,217 | $ 8,490 | $ 7,763 |
INCOME TAX (Schedule of Effecti
INCOME TAX (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax expense computed at statutory rates, see (*) below | $ 134,514 | $ 67,154 | $ 35,673 |
Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit | (89,487) | (46,012) | (24,683) |
Change in valuation allowance, see Note 19F below | 2,697 | 5,911 | 899 |
Permanent differences and other, net | 17,588 | (1,551) | (10,865) |
Income tax expense | $ 65,312 | $ 25,502 | $ 1,024 |