Note 10 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands):

	Fiscal quarters ended				Six fiscal months ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013

Numerator:
Numerator for basic earnings per share:
Net earnings	$	35,642	$	31,309	$	61,452	$	60,240

Adjustment to the numerator for continuing operations and net earnings:
Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax		15		44		30		91

Numerator for diluted earnings per share:
Net earnings	$	35,657	$	31,353	$	61,482	$	60,331

Denominator:
Denominator for basic earnings per share:
Weighted average shares		147,449		143,603		147,444		143,544
Outstanding phantom stock units		118		107		117		107
Adjusted weighted average shares		147,567		143,710		147,561		143,651

Effect of dilutive securities:
Convertible and exchangeable debt instruments		6,513		7,913		5,647		7,288
Restricted stock units		234		249		222		313
Other		8		8		8		4
Dilutive potential common shares		6,755		8,170		5,877		7,605

Denominator for diluted earnings per share:
Adjusted weighted average shares		154,322		151,880		153,438		151,256

Basic earnings per share attributable to Vishay stockholders	$	0.24	$	0.22	$	0.42	$	0.42

Diluted earnings per share attributable to Vishay stockholders	$	0.23	$	0.21	$	0.40	$	0.40

Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive effect or have unsatisfied performance conditions (in thousands):

	Fiscal quarters ended				Six fiscal months ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Convertible and exchangeable notes:
Convertible Senior Debentures, due 2040		-		19,809		-		19,809
Convertible Senior Debentures, due 2041		7,924		7,885		7,911		7,885
Weighted average employee stock options		77		77		77		91
Weighted average other		161		302		138		412

In periods in which they are dilutive, if the potential common shares related to the exchangeable notes are included in the computation, the related interest savings, net of tax, assuming conversion/exchange is added to the net earnings used to compute earnings per share.

The Company's convertible debt instruments are only convertible upon the occurrence of certain events. While none of these events has occurred as of June 28, 2014, certain conditions which could trigger conversion have been deemed to be non-substantive, and accordingly, the Company has always assumed the conversion of these instruments in its diluted earnings per share computation during periods in which they are dilutive.

At the direction of its Board of Directors, the Company intends, upon conversion, to repay the principal amounts of the convertible senior debentures, due 2040, due 2041, and due 2042, in cash and settle any additional amounts in shares of Vishay common stock. Accordingly, the debentures are included in the diluted earnings per share computation using the "treasury stock method" (similar to options and warrants) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay calculates 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 that number is included in the total diluted shares figure for the period. If the average market price is less than $13.77, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2040, if the average market price is less than $18.87, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2041, and if the average market price is less than $11.71, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.