Note 9 – 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
	July 4, 2015		June 28, 2014		July 4, 2015		June 28, 2014

Numerator:
Numerator for basic earnings per share:
Net earnings	$	26,268	$	35,642	$	56,967	$	61,452

Adjustment to the numerator for continuing operations and net earnings:
Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax		17		15		33		30

Numerator for diluted earnings per share:
Net earnings	$	26,285	$	35,657	$	57,000	$	61,482

Denominator:
Denominator for basic earnings per share:
Weighted average shares		147,570		147,449		147,569		147,444
Outstanding phantom stock units		130		118		130		117
Adjusted weighted average shares		147,700		147,567		147,699		147,561

Effect of dilutive securities:
Convertible and exchangeable debt instruments		3,788		6,513		4,283		5,647
Restricted stock units		212		234		198		222
Other		-		8		3		8
Dilutive potential common shares		4,000		6,755		4,484		5,877

Denominator for diluted earnings per share:
Adjusted weighted average shares		151,700		154,322		152,183		153,438

Basic earnings per share attributable to Vishay stockholders	$	0.18	$	0.24	$	0.39	$	0.42

Diluted earnings per share attributable to Vishay stockholders	$	0.17	$	0.23	$	0.37	$	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
	July 4, 2015		June 28, 2014		July 4, 2015		June 28, 2014
Convertible and exchangeable notes:
Convertible Senior Debentures, due 2040		20,248		-		10,124		-
Convertible Senior Debentures, due 2041		8,060		7,924		8,042		7,911
Weighted average employee stock options		105		77		91		77
Weighted average other		842		693		731		702

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 for specified periods upon the occurrence of certain events. None of the conversion criteria were met for the periods presented. In periods that the debentures are not convertible, the certain conditions which could trigger conversion of the remaining debentures 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 $13.54, 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 $18.55, 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 $11.51, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.