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TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF CERTAIN FINANCIAL DATA

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

T h r e e m o n t h s e n d e d

December 31,

September 30,

December 31,

2016

2015

RECONCILIATION FROM GAAP NET PROFIT TO ADJUSTED NET PROFIT:

GAAP NET PROFIT

48,281

51,213

22,079

Stock based compensation

2,381

2,337

1,975

Amortization of acquired intangible assets

2,777

2,367

2,374

Nishiwaki Fab restructuring and impairment cost (income), net

(991

)

Financing expense, net associated with Bonds Series F accelerated conversion

6,998

Income tax benefit, see (1) below

(6,472

)

(6,389

)

ADJUSTED NET PROFIT

53,439

49,445

26,046

ADJUSTED NET PROFIT PER SHARE:

Basic

0.59

0.56

0.33

Diluted

0.54

0.51

0.29

Fully diluted, see (2) below

0.52

0.48

0.27

ADJUSTED NET PROFIT USED TO CALCULATE PER SHARE DATA:

Basic

53,439

49,445

26,046

Diluted

55,555

51,550

26,472

Fully diluted

55,555

51,550

28,440

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

Basic

91,235

87,821

79,607

Diluted

103,613

101,805

91,086

Fully diluted, see (2) below

107,121

107,147

103,477

EBITDA CALCULATION:

GAAP OPERATING PROFIT

55,202

48,960

34,339

Cost of revenue:

Depreciation of fixed assets

44,874

43,110

37,841

Stock based compensation

835

936

686

Amortization of acquired intangible assets

2,589

2,180

2,186

Research and development:

Stock based compensation

557

501

519

Marketing, general and administrative:

Stock based compensation

989

900

770

Amortization of acquired intangible assets

188

187

188

Nishiwaki Fab restructuring and impairment cost (income), net

(991

)

EBITDA

105,234

96,774

75,538

)

Three months ended September 30, 2016 included income tax benefit in relation to TJP legal entity closure following Nishiwaki Fab cessation of operation announced in 2014; three months ended December 31, 2015 included income tax benefit due to Japanese income tax rate reduction.

)

Fully diluted share count includes all issued and outstanding securities; outstanding ordinary share count as of December 31, 2016 is 92,985.

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