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) May 5, 2015

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))

Item 2.02 – Results of Operations and Financial Condition

On May 5, 2015, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the fiscal quarter ended April 4, 2015. 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 second fiscal quarter of 2015.

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.

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. The Company adjusts its calculation for the estimated effect of expected quarterly activity. Changes in these parameters or estimates 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 second fiscal quarter of 2015. 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 second fiscal quarter of 2015:

·	The Company has approximately 148 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 2.5 million shares. Quarterly interest, net of tax, is negligible.

The Company's Convertible Senior Debentures due 2040 are convertible at a conversion price of $13.60 per $1,000 principal amount, equivalent to 73.5289 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 - $13.60) * 73.5289] / 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 $13.60, 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 $18.64 per $1,000 principal amount, equivalent to 53.6575 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 - $18.64) * 53.6575] / 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 $18.64, 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 $11.57 per $1,000 principal amount, equivalent to 86.4524 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 - $11.57) * 86.4524] / 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 $11.57, no shares will be included in the diluted earnings per share computation.

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		151
$	13.00		152
$	14.00		153
$	15.00		155
$	16.00		157
$	17.00		159
$	18.00		160
$	19.00		162
$	20.00		163
$	21.00		164

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

99.1		Press release dated May 5, 2015

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: May 5, 2015

VISHAY INTERTECHNOLOGY, INC.

By:

/s/ Lori Lipcaman

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

VISHAY REPORTS RESULTS FOR FIRST QUARTER 2015

·	Revenues for Q1 2015 $593 million

·	Operating margin Q1 2015 of 8.0%, or adjusted operating margin of 8.3%

·	EPS Q1 2015 of $0.20, or adjusted EPS of $0.21

·	Cash from operations for trailing twelve months Q1 2015 of $281 million and capital expenditures of $157 million

·	Guidance for Q2 2015 for revenues of $600 - $640 million and gross margins of 24% to 26%

·	Book-to-bill Q1 2015 1.05

MALVERN, PENNSYLVANIA – May 5, 2015 – Vishay Intertechnology, Inc. (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive components, today announced its results for the fiscal quarter ended April 4, 2015.

Revenues for the fiscal quarter ended April 4, 2015 were $593.4 million, compared to $602.4 million for the fiscal quarter ended March 29, 2014. The net earnings attributable to Vishay stockholders for the fiscal quarter ended April 4, 2015 were $30.7 million, or $0.20 per diluted share, compared to $25.8 million, or $0.17 per diluted share for the fiscal quarter ended March 29, 2014.

Net earnings attributable to Vishay stockholders for the fiscal quarter ended April 4, 2015 include restructuring and severance costs of $1.4 million. Net earnings attributable to Vishay stockholders for the fiscal quarter ended March 29, 2014 include restructuring and severance costs of $6.4 million. These items are summarized on the attached reconciliation schedule. Adjusted earnings per diluted share, which exclude these items, were $0.21 and $0.20 for the fiscal quarters ended April 4, 2015 and March 29, 2014, respectively.

Commenting on the results for the first quarter 2015, Dr. Gerald Paul, President and Chief Executive Officer, stated, "Despite the recent substantial strengthening of the US dollar versus the euro, Vishay had a promising start into 2015. Obviously, our revenue expressed in US dollars was negatively impacted—by $19 million sequentially—but Vishay was able to maintain its profitability. Vishay's share of revenues in euro as well as share of total costs in euro are approximately balanced. A weaker euro means that both revenues and costs translated into U.S. dollars decrease, in effect practically offsetting each other with only a slight effect on Vishay's bottom line."

Dr. Gerald Paul continued, "During the first quarter 2015, we recorded a book-to-bill above parity for all regions, all sales channels, all end markets and nearly all business segments. The overall price pressure remained at a low level. Excluding exchange rate effects, sales of Vishay products by its distributors to end customers increased slightly sequentially and inventories of Vishay products at its distributors decreased."

Commenting on the outlook for the second quarter 2015 Dr. Paul stated, "Based on a 1.10 U.S. dollar to euro exchange rate, we guide for revenues of $600 to $640 million—representing an increase of 6% sequentially at constant exchange rates—and for gross margins of 24% to 26%."

A conference call to discuss first quarter financial results is scheduled for Tuesday, May 5, 2015 at 10:00 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 25675540.

There will be a replay of the conference call from 1:00 PM ET on Tuesday, May 5, 2015 through 11:59 PM ET on Tuesday, May 12, 2015. 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 25675540.

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 https://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 U.S. generally accepted accounting principles ("GAAP"), including adjusted net earnings; adjusted earnings per share; earnings before interest, taxes, depreciation and amortization ("EBITDA"); adjusted EBITDA; and adjusted EBITDA margin; 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 or liquidity and should not be viewed as an alternative to GAAP measures of performance or liquidity. Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin 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 such measures are meaningful to investors because they provide insight with respect to intrinsic operating results of the Company. Although the term "EBITDA" is not defined in GAAP, the measure is derived using various line items measured in accordance with GAAP. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding the Company's intrinsic operations. Reconciling items to calculate adjusted EBITDA represent those same items used in computing adjusted net earnings, as relevant. Furthermore, the presented calculation of adjusted EBITDA is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's revolving credit facility. These reconciling items are indicated on the accompanying reconciliation schedules 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.

Statements contained herein that relate to the Company's future performance, including statements with respect to forecasted revenues, margins, cash generation, internal growth and acquisition activity and results, new product development, cost reduction programs, 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 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.

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)

	Fiscal quarters ended
	April 4, 2015			December 31, 2014			March 29, 2014

Net revenues	$	593,436		$	610,764		$	602,378
Costs of products sold		448,398			467,240			457,095
Gross profit		145,038			143,524			145,283
Gross margin		24.4	%		23.5	%		24.1	%

Selling, general, and administrative expenses		96,070			98,396			96,307
Restructuring and severance costs		1,410			1,971			6,404
Operating income		47,558			43,157			42,572
Operating margin		8.0	%		7.1	%		7.1	%

Other income (expense):
Interest expense		(6,361	)		(6,489	)		(5,980	)
Other		3,460			1,443			1,312
Total other income (expense) - net		(2,901	)		(5,046	)		(4,668	)

Income before taxes		44,657			38,111			37,904

Income taxes		13,732			9,041			11,940

Net earnings		30,925			29,070			25,964

Less: net earnings (loss) attributable to noncontrolling interests		226			(136	)		154

Net earnings attributable to Vishay stockholders	$	30,699		$	29,206		$	25,810

Basic earnings per share attributable to Vishay stockholders	$	0.21		$	0.20		$	0.17

Diluted earnings per share attributable to Vishay stockholders	$	0.20		$	0.19		$	0.17

Weighted average shares outstanding - basic		147,698			147,572			147,557

Weighted average shares outstanding - diluted		152,666			152,440			152,556

Cash dividends per share	$	0.06		$	0.06		$	0.06

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)

	April 4, 2015			December 31, 2014
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	517,002		$	592,172
Short-term investments		539,046			514,776
Accounts receivable, net		288,273			271,554
Inventories:
Finished goods		115,547			113,361
Work in process		186,758			185,769
Raw materials		124,799			125,464
Total inventories		427,104			424,594

Deferred income taxes		20,415			17,815
Prepaid expenses and other current assets		103,149			105,539
Total current assets		1,894,989			1,926,450

Property and equipment, at cost:
Land		89,594			91,844
Buildings and improvements		547,523			560,926
Machinery and equipment		2,330,646			2,368,046
Construction in progress		65,321			82,684
Allowance for depreciation		(2,180,926	)		(2,205,405	)
		852,158			898,095

Goodwill		143,617			144,359

Other intangible assets, net		177,979			186,613

Other assets		143,023			143,256
Total assets	$	3,211,766		$	3,298,773

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)

	April 4, 2015			December 31, 2014
	(unaudited)
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks	$	12		$	18
Trade accounts payable		156,114			174,451
Payroll and related expenses		115,346			120,023
Other accrued expenses		139,821			137,576
Income taxes		29,927			24,671
Total current liabilities		441,220			456,739

Long-term debt less current portion		470,905			454,922
Deferred income taxes		177,903			178,900
Other liabilities		66,086			76,811
Accrued pension and other postretirement costs		276,626			300,524
Total liabilities		1,432,740			1,467,896

Equity:
Vishay stockholders' equity
Common stock		13,544			13,532
Class B convertible common stock		1,213			1,213
Capital in excess of par value		2,055,679			2,055,246
Retained earnings (accumulated deficit)		(153,648	)		(175,485	)
Accumulated other comprehensive income (loss)		(143,499	)		(69,140	)
Total Vishay stockholders' equity		1,773,289			1,825,366
Noncontrolling interests		5,737			5,511
Total equity		1,779,026			1,830,877
Total liabilities and equity	$	3,211,766		$	3,298,773

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Fiscal quarters ended
	April 4, 2015			March 29, 2014

Operating activities
Net earnings	$	30,925		$	25,964
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization		45,410			43,355
(Gain) loss on disposal of property and equipment		(83	)		(60	)
Accretion of interest on convertible debentures		1,036			958
Inventory write-offs for obsolescence		4,854			4,516
Other		(7,080	)		1,804
Changes in operating assets and liabilities,
net of effects of businesses acquired		(61,564	)		(46,583	)
Net cash provided by operating activities		13,498			29,954

Investing activities
Purchase of property and equipment		(19,782	)		(19,347	)
Proceeds from sale of property and equipment		719			1,197
Purchase of short-term investments		(78,905	)		(28,423	)
Maturity of short-term investments		17,414			50,400
Sale of short-term investments		503			-
Sale of other investments		400			-
Other investing activities		977			459
Net cash provided by (used in) investing activities		(78,674	)		4,286

Financing activities
Principal payments on long-term debt and capital lease obligations		-			(7	)
Net proceeds (payments) on revolving credit lines		15,000			(4,000	)
Dividends paid to common stockholders		(8,126	)		(8,119	)
Dividends paid to Class B common stockholders		(728	)		(728	)
Net changes in short-term borrowings		(6	)		20
Distributions to noncontrolling interests		-			(300	)
Excess tax benefit from RSUs vested		21			-
Net cash provided by (used in) financing activities		6,161			(13,134	)
Effect of exchange rate changes on cash and cash equivalents		(16,155	)		3

Net increase (decrease) in cash and cash equivalents		(75,170	)		21,109

Cash and cash equivalents at beginning of period		592,172			640,348
Cash and cash equivalents at end of period	$	517,002			661,457

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended
	April 4, 2015			December 31, 2014			March 29, 2014

GAAP net earnings attributable to Vishay stockholders	$	30,699		$	29,206		$	25,810

Reconciling items affecting operating margin:
Restructuring and severance costs	$	1,410		$	1,971		$	6,404

Reconciling items affecting tax expense (benefit):
Tax effects of items above and other one-time tax expense (benefit)	$	(508	)	$	(1,991	)	$	(2,097	)

Adjusted net earnings	$	31,601		$	29,186		$	30,117

Adjusted weighted average diluted shares outstanding		152,666			152,440			152,556

Adjusted earnings per diluted share*	$	0.21		$	0.19		$	0.20

* Includes add-back of interest on exchangeable notes in periods where the notes are dilutive.

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended
	April 4, 2015			December 31, 2014			March 29, 2014

GAAP net earnings attributable to Vishay stockholders	$	30,699		$	29,206		$	25,810
Net earnings attributable to noncontrolling interests		226			(136	)		154
Net earnings	$	30,925		$	29,070		$	25,964

Interest expense	$	6,361		$	6,489		$	5,980
Interest income		(1,197	)		(1,283	)		(1,223	)
Income taxes		13,732			9,041			11,940
Depreciation and amortization		45,410			47,111			43,355
EBITDA	$	95,231		$	90,428		$	86,016

Reconciling items
Restructuring and severance costs	$	1,410		$	1,971		$	6,404

Adjusted EBITDA	$	96,641		$	92,399		$	92,420

Adjusted EBITDA margin**		16.3	%		15.1	%		15.3	%

** Adjusted EBITDA as a percentage of net revenues

Source: Vishay Intertechnology, Inc.

Contact:

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