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
	April 1, 2017		April 2, 2016

Numerator:
Numerator for basic earnings per share:
Net earnings attributable to Vishay stockholders	$	36,719	$	28,014

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

Numerator for diluted earnings per share:
Net earnings attributable to Vishay stockholders - diluted	$	36,719	$	28,052

Denominator:
Denominator for basic earnings per share:
Weighted average shares		146,120		147,691
Outstanding phantom stock units		154		142
Adjusted weighted average shares - basic		146,274		147,833

Effect of dilutive securities:
Convertible and exchangeable debt instruments		8,349		2,626
Restricted stock units		253		169
Dilutive potential common shares		8,602		2,795

Denominator for diluted earnings per share:
Adjusted weighted average shares - diluted		154,876		150,628

Basic earnings per share attributable to Vishay stockholders	$	0.25	$	0.19

Diluted earnings per share attributable to Vishay stockholders	$	0.24	$	0.19

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
	April 1, 2017		April 2, 2016
Convertible and exchangeable notes:
Convertible Senior Debentures, due 2040		-		20,574
Convertible Senior Debentures, due 2041		8,340		8,189
Weighted average employee stock options		-		105
Weighted average other		581		610

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. The convertible debentures due 2042 became convertible subsequent to the December 31, 2016 evaluation of the conversion criteria and remain convertible subsequent to the April 1, 2017 evaluation. 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 $13.09, 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 $17.93, 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 $11.13, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.