Note 12 – Earnings Per Share

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

	Fiscal quarters ended					Nine fiscal months ended
	October 1, 2016		October 3, 2015			October 1, 2016		October 3, 2015

Numerator:
Numerator for basic earnings (loss) per share:
Net earnings (loss) attributable to Vishay stockholders	$	36,440	$	(27,666	)	$	97,540	$	29,301

Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax		-		-			38		50

Numerator for diluted earnings (loss) per share:
Net earnings (loss) attributable to Vishay stockholders - diluted	$	36,440	$	(27,666	)	$	97,578	$	29,351

Denominator:
Denominator for basic earnings (loss) per share:
Weighted average shares		146,781		147,570			147,327		147,570
Outstanding phantom stock units		143		131			143		130
Adjusted weighted average shares		146,924		147,701			147,470		147,700

Effect of dilutive securities:
Convertible and exchangeable debt instruments		2,541		-			2,387		3,692
Restricted stock units		423		-			266		213
Other		6		-			2		2
Dilutive potential common shares		2,970		-			2,655		3,907

Denominator for diluted earnings (loss) per share:
Adjusted weighted average shares - diluted		149,894		147,701			150,125		151,607

Basic earnings (loss) per share attributable to Vishay stockholders	$	0.25	$	(0.19	)	$	0.66	$	0.20

Diluted earnings (loss) per share attributable to Vishay stockholders	$	0.24	$	(0.19	)	$	0.65	$	0.19

Diluted earnings (loss) 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				Nine fiscal months ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Convertible and exchangeable notes:
Convertible Senior Debentures, due 2040		-		20,364		13,750		13,537
Convertible Senior Debentures, due 2041		8,268		8,106		8,229		8,063
Convertible Senior Debentures, due 2042		-		13,060		-		4,353
Exchangeable Unsecured Notes, due 2102		-		2,512		-		-
Weighted average employee stock options		77		105		96		96
Weighted average other		415		1,059		545		768

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 assumes 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 $13.19, 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 $18.08, 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 $11.22, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.