8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     February 3, 2014

Vishay Intertechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-7416	38-1686453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

63 Lancaster Avenue Malvern, PA  19355-2143	19355-2143
(Address of Principal Executive Offices)	Zip Code
Registrant's telephone number, including area code    610-644-1300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 – Results of Operations and Financial Condition

On February 4, 2014, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the year and fiscal quarter ended December 31, 2013.  A copy of the press release is attached as Exhibit 99.1 to this report.

Item 7.01 – Regulation FD Disclosure

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and stockholders regarding its diluted earnings per share ("EPS") computation.  The information furnished in this Form 8-K provides additional information on the impact of key variables on the EPS computation, particularly as they relate to the first fiscal quarter of 2014.

Accounting principles require that EPS be computed based on the weighted average shares outstanding ("basic"), and also assuming the issuance of potentially issuable shares (such as those subject to stock options, convertible notes, etc.) if those potentially issuable shares would reduce EPS ("diluted").

The number of shares related to options and similar instruments included in diluted EPS is based on the "Treasury Stock Method" prescribed in Financial Accounting Standards Board ("FASB") ASC Topic 260, Earnings Per Share ("FASB ASC Topic 260").  This method assumes a theoretical repurchase of shares using the proceeds of the respective stock option exercise at a price equal to the issuer's average stock price during the related earnings period.   Accordingly, the number of shares includable in the calculation of diluted EPS in respect of stock options and similar instruments is dependent on this average stock price and will increase as the average stock price increases.  This method is also utilized for net share settlement debt.

The number of shares includable in the calculation of diluted EPS in respect of conventional convertible or exchangeable securities is based on the "If Converted" method prescribed in FASB ASC Topic 260.  This method assumes the conversion or exchange of these securities for shares of common stock.  In determining if convertible or exchangeable securities are dilutive, the interest savings (net of tax) subsequent to an assumed conversion are added back to net earnings.  The shares related to a convertible or exchangeable security are included in diluted EPS only if EPS as otherwise calculated is greater than the interest savings, net of tax, divided by the shares issuable upon exercise or conversion of the instrument ("incremental earnings per share").  Accordingly, the calculation of diluted EPS for these instruments is dependent on the level of net earnings.  Each series of convertible or exchangeable securities is considered individually and in sequence, starting with the series having the lowest incremental earnings per share, to determine if its effect is dilutive or anti-dilutive.

At the direction of its Board of Directors, Vishay intends to waive its rights to settle the principal amount of its 2.25% Convertible Senior Debentures due 2040, due 2041, and due 2042, upon any conversion or repurchase of the debentures, in shares of Vishay common stock.

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Pursuant to the indentures governing the respective debentures, Vishay has the right to pay the conversion value or purchase price for the debentures in cash, Vishay common stock, or a combination of both.

If debentures are tendered for repurchase, Vishay will pay the repurchase price in cash, and if debentures are submitted for conversion, Vishay will value the shares issuable upon conversion and will pay in cash an amount equal to the principal amount of the converted debentures and will issue shares in respect of the conversion value in excess of the principal amount.

Vishay will consider the debentures to be "net share settlement debt." Accordingly, the debentures will be included in the diluted earnings per share computation using the "treasury stock method" (similar to options) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay will calculate the number of shares issuable under the terms of the debentures based on the average market price of Vishay common stock during the period, and include that number in the total diluted shares figure for the period.

The following estimates of shares expected to be used in the calculation of diluted EPS consider the number of the Company's shares currently outstanding and the Company's stock options and convertible or exchangeable securities currently outstanding and their exercise and conversion features currently in effect.  Changes in these parameters could have a material impact on the calculation of diluted EPS.

The following estimates of shares expected to be used in the calculation of diluted EPS should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K.  These estimates are unaudited and are not necessarily indicative of the shares used in the diluted EPS computation for any prior period.  The estimates below are not necessarily indicative of the shares to be used in the quarterly diluted EPS computation for any period subsequent to the first fiscal quarter of 2014.  The Company assumes no duty to revise these estimates as a result of changes in the parameters on which they are based or any changes in accounting principles.  Also, the presentation is not intended as a forecast of EPS values or share prices of the Company's common stock for any period.

For the first fiscal quarter of 2014:

· The Company has approximately 147 million shares issued and outstanding, including shares of common stock and class B common stock.

· The number of shares included in diluted EPS related to options and similar instruments does not vary significantly and is generally less than 1 million incremental shares.

· The Company's exchangeable unsecured notes due 2102 are dilutive at quarterly earnings levels in excess of approximately $1 million.  The exchangeable unsecured notes are exchangeable for approximately 3 million shares.  Quarterly interest, net of tax, is negligible.

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· The Company's Convertible Senior Debentures due 2040 are convertible at a conversion price of $13.88 per $1,000 principal amount, equivalent to 72.0331 shares per $1,000 principal amount.  There is $275 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

S = [$275,000,000 / $1000] * [(P - $13.88) * 72.0331] / P

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than $13.88, no shares will be included in the diluted earnings per share computation.

· The Company's Convertible Senior Debentures due 2041 are convertible at a conversion price of $19.02 per $1,000 principal amount, equivalent to 52.5659 shares per $1,000 principal amount.  There is $150 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

S = [$150,000,000 / $1000] * [(P - $19.02) * 52.5659] / P

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than $19.02, no shares will be included in the diluted earnings per share computation.

· The Company's Convertible Senior Debentures due 2042 are convertible at a conversion price of $11.81 per $1,000 principal amount, equivalent to 84.6937 shares per $1,000 principal amount.  There is $150 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

S = [$150,000,000 / $1000] * [(P - $11.81) * 84.6937] / P

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than $11.81, no shares will be included in the diluted earnings per share computation.

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Accordingly, the following table summarizes the approximate number of shares to be included in the denominator of the diluted EPS calculation assuming net earnings attributable to Vishay stockholders greater than $1 million for various average stock prices (number of shares in millions):

Average Stock Price		Projected Diluted Shares
	$6.00		150
	$7.00		150
	$8.00		150
	$9.00		150
	$10.00		150
	$11.00		150
	$12.00		150
	$13.00		151
	$14.00		152
	$15.00		154
	$16.00		156
	$17.00		158
	$18.00		159
	$19.00		160
	$20.00		162
	$21.00		163

 

Item 8.01 – Other Events.

On February 3, 2014, Vishay initiated a quarterly cash dividend program. The initial quarterly cash dividend of $0.06 per share of common stock and Class B common stock outstanding will be payable on March 27, 2014 to stockholders of record at the close of business on March 3, 2014.  A copy of the press release announcing the dividend program is attached as Exhibit 99.2 to this report.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release related to financial results for year and fiscal quarter ended December 31, 2013, dated February 4, 2014
99.2	Press release related to initiation of quarterly cash dividend program, dated February 4, 2014

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Signature

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

Date: February 4, 2014

VISHAY INTERTECHNOLOGY, INC.

By: /s/ Lori Lipcaman

Name:	Lori Lipcaman
Title:	Executive Vice President and
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

VISHAY REPORTS RESULTS FOR FOURTH QUARTER AND YEAR 2013

· Revenues for Q4 2013 $616 million and for year 2013 $2,371 million

· EPS Q4 2013 of $0.20, or adjusted EPS of $0.21 excluding restructuring and severance costs

· EPS for the year 2013 of $0.81, or adjusted EPS of $0.79 excluding one-time items listed below

· Cash from operations for the year 2013 of $292 million and capital expenditures of $153 million

MALVERN, PENNSYLVANIA – February 4, 2014 – Vishay Intertechnology, Inc. (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive components, today announced its results for the year and fiscal quarter ended December 31, 2013.

Revenues for the year ended December 31, 2013 were $2,371.0 million, compared to $2,230.1 million for the year ended December 31, 2012.  The net earnings attributable to Vishay stockholders for the year ended December 31, 2013 were $123.0 million, or $0.81 per diluted share, compared to $122.7 million, or $0.79 per diluted share for the year ended December 31, 2012.

Revenues for the fiscal quarter ended December 31, 2013 were $616.2 million, compared to $530.6 million for the fiscal quarter ended December 31, 2012.  The net earnings attributable to Vishay stockholders for the fiscal quarter ended December 31, 2013 were $30.0 million, or $0.20 per diluted share, compared to $21.0 million, or $0.14 per diluted share for the fiscal quarter ended December 31, 2012.

Net earnings attributable to Vishay stockholders for the fiscal quarter ended December 31, 2013 include restructuring and severance costs of $2.8 million.  Net earnings attributable to Vishay stockholders for the fiscal quarter ended December 31, 2012 include one-time tax benefits primarily related to the release of deferred tax valuation allowances in various jurisdictions. The years ended December 31, 2013 and 2012 include other items affecting comparability. These items are summarized on the attached reconciliation schedule. Adjusted net earnings per diluted share, which exclude these items, were $0.21 and $0.79 for the fiscal quarter and year ended December 31, 2013, respectively, and $0.11 and $0.71 for the fiscal quarter and year ended December 31, 2012, respectively.

Commenting on the results for the fourth quarter 2013, Dr. Gerald Paul, President and Chief Executive Officer, stated, "Revenues excluding the effect of a stronger Euro came in at the very high end of guidance. Distributors seem to be confident for the future while the inventory turns of our components at distributors remain acceptable. The ending backlog of $611 million, 20% higher compared to last year, indicates a good start into 2014."

Commenting on the results for the year 2013, Dr. Gerald Paul, stated, "For manufacturers of electronic components, the year 2013 overall has not been bad but developments in relevant market segments were very different. Confidence has grown across the board in the last quarter. In case of a real upturn, Vishay is very well positioned benefitting from increased capacities in strategic product lines; from having improved market access in the industrial segment in Asia, specifically in China; from increased technical resources; from our broad and innovative product portfolio and from our strong position in distribution worldwide."

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Commenting on the outlook for the first quarter 2014 Dr. Paul stated, "Based on our backlog and on current order trends, we expect revenues between $580 million and $620 million at similar gross margins, significantly over our revenues in Q1 of prior year."

A conference call to discuss fourth quarter and year ending financial results is scheduled for Tuesday, February 4, 2014 at 9:00 AM ET. The dial-in number for the conference call is 877-589-6174 (+1 706-643-1406 if calling from outside the United States or Canada) and the conference ID is 30636907.

There will be a replay of the conference call from 10:30 AM ET on Tuesday, February 4, 2014 through 11:59 PM ET on Monday, February 10, 2014. The telephone number for the replay is 800-585-8367 (+1 855-859-2056 or 404-537-3406 if calling from outside the United States or Canada) and the access code is 30636907.

There will also be a live audio webcast of the conference call. This can be accessed directly from the Investor Relations section of the Vishay website at http://ir.vishay.com.

About Vishay

Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, MOSFETs, and infrared optoelectronics) and passive electronic components (resistors, inductors, and capacitors). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, power supplies, and medical markets. Vishay's product innovations, successful acquisition strategy, and "one-stop shop" service have made it a global industry leader. Vishay can be found on the Internet at http://www.vishay.com.

This press release includes certain financial measures which are not recognized in accordance with generally accepted accounting principles ("GAAP"), including adjusted net earnings and adjusted earnings per share, which are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. These non-GAAP measures supplement our GAAP measures of performance and should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted net earnings and adjusted earnings per share do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that adjusted net earnings and adjusted net earnings per diluted share are meaningful to investors because they provide insight with respect to intrinsic operating results of the Company. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding the Company's intrinsic operations. These reconciling items are indicated on the accompanying reconciliation schedule and are more fully described in the Company's financial statements presented in its annual report on Form 10-K and its quarterly reports presented on Forms 10-Q.

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Statements contained herein that relate to the Company's future performance, including statements with respect to forecasted revenues, margins, cash generation, internal growth, and the general state of the Company, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "will be," "will," "would," "expect," "anticipate," "plan," "project," "intend," "could," "should," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; difficulties in implementing our cost reduction and restructuring strategies; changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; uncertainty related to the effects of changes in foreign currency exchange rates; and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(In thousands, except per share amounts)
	Years ended
	December 31, 2013			December 31, 2012
	(unaudited)
Net revenues	$	2,370,979		$	2,230,097
Costs of products sold		1,803,719			1,703,424
Gross profit		567,260			526,673
Gross margin		23.9	%		23.6	%
Selling, general, and administrative expenses		368,542			349,625
Restructuring and severance costs		2,814			-
Executive compensation charge (credit)		(1,778	)		-
Gain on sale of property		-			(12,153	)
Operating income		197,682			189,201
Operating margin		8.3	%		8.5	%
Other income (expense):
Interest expense		(23,130	)		(22,604	)
Other		1,853			3,440
Total other income (expense) - net		(21,277	)		(19,164	)
Income before taxes		176,405			170,037
Income taxes		52,636			46,506
Net earnings		123,769			123,531
Less: net earnings attributable to noncontrolling interests		789			793
Net earnings attributable to Vishay stockholders	$	122,980		$	122,738
Basic earnings per share attributable to Vishay stockholders	$	0.85		$	0.82
Diluted earnings per share attributable to Vishay stockholders	$	0.81		$	0.79
Weighted average shares outstanding - basic		144,856			149,020
Weighted average shares outstanding - diluted		151,417			155,844

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VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended
	December 31, 2013			September 28, 2013			December 31, 2012
Net revenues	$	616,170		$	602,890		$	530,570
Costs of products sold		471,721			459,670			421,779
Gross profit		144,449			143,220			108,791
Gross margin		23.4	%		23.8	%		20.5	%
Selling, general, and administrative expenses		94,601			90,067			87,277
Restructuring and severance costs		2,814			-			-
Operating income		47,034			53,153			21,514
Operating margin		7.6	%		8.8	%		4.1	%
Other income (expense):
Interest expense		(6,023	)		(5,797	)		(6,339	)
Other		398			556			1,500
Total other income (expense) - net		(5,625	)		(5,241	)		(4,839	)
Income before taxes		41,409			47,912			16,675
Income taxes		11,135			15,043			(4,462	)
Net earnings		30,274			32,869			21,137
Less: net earnings attributable to noncontrolling interests		253			150			162
Net earnings attributable to Vishay stockholders	$	30,021		$	32,719		$	20,975
Basic earnings per share attributable to Vishay stockholders	$	0.20		$	0.23		$	0.15
Diluted earnings per share attributable to Vishay stockholders	$	0.20		$	0.22		$	0.14
Weighted average shares outstanding - basic		147,289			144,937			143,273
Weighted average shares outstanding - diluted		151,156			151,890			150,193

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
	December 31, 2013			December 31, 2012
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	640,348		$	697,595
Short-term investments		511,231			294,943
Accounts receivable, net		274,083			247,035
Inventories:
Finished goods		109,617			109,571
Work in process		197,600			177,350
Raw materials		125,491			120,728
Total inventories		432,708			407,649
Deferred income taxes		21,716			24,385
Prepaid expenses and other current assets		100,594			119,656
Total current assets		1,980,680			1,791,263
Property and equipment, at cost:
Land		93,685			92,348
Buildings and improvements		560,418			523,091
Machinery and equipment		2,340,778			2,163,182
Construction in progress		95,278			101,570
Allowance for depreciation		(2,163,540	)		(1,965,639	)
		926,619			914,552
Goodwill		43,132			34,866
Other intangible assets, net		129,951			133,717
Other assets		156,757			141,879
Total assets	$	3,237,139		$	3,016,277

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
	December 31, 2013			December 31, 2012
	(unaudited)
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks	$	2		$	6
Trade accounts payable		163,894			147,936
Payroll and related expenses		120,997			108,353
Other accrued expenses		146,670			148,660
Income taxes		17,502			7,215
Total current liabilities		449,065			412,170
Long-term debt less current portion		364,911			392,931
Deferred income taxes		157,640			129,379
Other liabilities		99,426			108,600
Accrued pension and other postretirement costs		287,901			344,961
Total liabilities		1,358,943			1,388,041
Equity:
Vishay stockholders' equity
Common stock		13,520			13,114
Class B convertible common stock		1,213			1,213
Capital in excess of par value		2,054,087			1,999,901
Retained earnings (accumulated deficit)		(257,698	)		(380,678	)
Accumulated other comprehensive income (loss)		61,634			(10,222	)
Total Vishay stockholders' equity		1,872,756			1,623,328
Noncontrolling interests		5,440			4,908
Total equity		1,878,196			1,628,236
Total liabilities and equity	$	3,237,139		$	3,016,277

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(In thousands)
	Years ended
	December 31, 2013			December 31, 2012
	(unaudited)
Operating activities
Net earnings	$	123,769		$	123,531
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization		170,132			168,555
(Gain) loss on disposal of property and equipment		26			(12,894	)
Accretion of interest on convertible debentures		3,647			3,028
Inventory write-offs for obsolescence		19,108			20,865
Other		(14,603	)		(10,444	)
Changes in operating assets and liabilities,
net of effects of businesses acquired		(10,009	)		(5,152	)
Net cash provided by operating activities		292,070			287,489
Investing activities
Purchase of property and equipment		(153,077	)		(150,291	)
Proceeds from sale of property and equipment		4,681			10,241
Purchase of businesses, net of cash acquired or refunded		(23,034	)		(85,493	)
Purchase of short-term investments		(664,867	)		(381,040	)
Maturity of short-term investments		465,668			339,287
Other investing activities		(176	)		(1,828	)
Net cash used in investing activities		(370,805	)		(269,124	)
Financing activities
Proceeds of long-term borrowings		-			150,000
Issuance costs		(4,558	)		(4,827	)
Common stock repurchase		-			(150,000	)
Principal payments on long-term debt and capital lease obligations		(28	)		(27	)
Net proceeds (payments) on revolving credit lines		25,000			(66,000	)
Net changes in short-term borrowings		(146	)		(115	)
Proceeds from stock options exercised		-			174
Excess tax benefit from RSUs vested		196			-
Distributions to noncontrolling interests		(257	)		(1,040	)
Other financing activities		(3,638	)		-
Net cash provided by (used in) financing activities		16,569			(71,835	)
Effect of exchange rate changes on cash and cash equivalents		4,919			1,977
Net decrease in cash and cash equivalents		(57,247	)		(51,493	)
Cash and cash equivalents at beginning of period		697,595			749,088
Cash and cash equivalents at end of period	$	640,348		$	697,595

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended									Years ended
	December 31, 2013			September 28, 2013			December 31, 2012			December 31, 2013			December 31, 2012
GAAP net earnings attributable to Vishay stockholders	$	30,021		$	32,719		$	20,975		$	122,980		$	122,738
Reconciling items affecting operating margin:
Restructuring and severance costs	$	2,814		$	-		$	-		$	2,814		$	-
Executive compensation charge (credit)		-			-			-			(1,778	)		-
Gain on sale of property		-			-			-			-			(12,153	)
Reconciling items affecting tax expense (benefit):
Tax effects of items above and other one-time tax expense (benefit)	$	(988	)	$	(2,867	)	$	(4,036	)	$	(4,552	)	$	95
Adjusted net earnings	$	31,847		$	29,852		$	16,939		$	119,464		$	110,680
Adjusted weighted average diluted shares outstanding		151,156			151,890			150,193			151,417			155,844
Adjusted earnings per diluted share*	$	0.21		$	0.20		$	0.11		$	0.79		$	0.71
* Includes add-back of interest on exchangeable notes in periods where the notes are dilutive.

Source: Vishay Intertechnology, Inc.

Contact:

Vishay Intertechnology, Inc.Peter G. HenriciSenior Vice President, Corporate Communications +1-610-644-1300

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EX-99.2

Exhibit 99.2

Vishay Intertechnology Announces First Ever Cash Dividend

February 4, 2014 – Malvern, PA – Vishay Intertechnology Inc. (NYSE: VSH) announced today that the Company's Board of Directors approved the initiation of quarterly cash dividend payments to its stockholders.

Yesterday, the Board of Directors declared a dividend of $0.06 per share of common stock and Class B common stock, to be paid on March 27, 2014 to stockholders of record as of the close of business on March 3, 2014.  This is the first cash dividend to be paid to stockholders in the history of the Company. Future dividends will be subject to Board approval.

"We are pleased to be in a position to return cash to our stockholders and proud of the strong financial health of our Company," said Marc Zandman, Executive Chairman of the Board and Chief Business Development Officer. "From 2010 to 2012 we have repurchased 44.3 million shares of our common stock, representing 24% of our shares outstanding before we began this initiative. With the initiation of a quarterly cash dividend program we have now taken yet another step in our continuous efforts to enhance stockholder value."

"Our historically strong cash generation even during economically challenging times enables us to start paying a cash dividend to our stockholders," commented Dr. Gerald Paul, President and Chief Executive Officer. "We are well positioned to pay a quarterly dividend while also continuing to pursue our organic Growth Plan supplemented by small to mid-size acquisitions."

About Vishay

Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, MOSFETs, and infrared optoelectronics) and passive electronic components (resistors, inductors, and capacitors). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, power supplies, and medical markets. Vishay's product innovations, successful acquisition strategy, and "one-stop shop" service have made it a global industry leader. Vishay can be found on the Internet at http://www.vishay.com. 

Forward-Looking Statements

Statements contained herein that relate to the Company's future performance, including statements with respect to quarterly cash dividends, cash generation, internal growth and acquisition activity, stockholder value and the general state of the Company, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "will be," "will," "would," "expect," "anticipate," "plan," "project," "intend," "could," "should," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; difficulties in implementing our cost reduction and restructuring strategies; changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; uncertainty related to the effects of changes in foreign currency exchange rates; and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.