Note 16 – Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock options and restricted stock units (see Note 12), convertible debt instruments (see Note 6), and other potentially dilutive securities.

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

	Years ended December 31,
	2017			2016		2015

Numerator:
Numerator for basic earnings (loss) per share:
Net earnings (loss) attributable to Vishay stockholders	$	(20,344	)	$	48,792	$	(108,514	)

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

Numerator for diluted earnings (loss) per share:
Net earnings (loss) attributed to Vishay stockholders - diluted	$	(20,344	)	$	48,830	$	(108,514	)

Denominator:
Denominator for basic earnings (loss) per share:
Weighted average shares		145,478			147,009		147,570
Outstanding phantom stock units		155			143		130
Adjusted weighted average shares - basic		145,633			147,152		147,700

Effect of dilutive securities:
Convertible and exchangeable debt instruments		-			3,219		-
Restricted stock units		-			323		-
Other		-			3		-
Dilutive potential common shares		-			3,545		-

Denominator for diluted earnings (loss) per share:
Adjusted weighted average shares - diluted		145,633			150,697		147,700


Basic earnings (loss) per share attributable to Vishay stockholders	$	(0.14	)	$	0.33	$	(0.73	)

Diluted earnings (loss) per share attributable to Vishay stockholders	$	(0.14	)	$	0.32	$	(0.73	)

Note 16 – Earnings Per Share (continued)

Diluted earnings per share for the years presented do not reflect the following weighted average potential common shares, as the effect would be antidilutive (in thousands):

	Years ended December 31,
	2017		2016		2015

Convertible and exchangeable notes:
Convertible Senior Debentures, due 2040		21,184		10,312		20,477
Convertible Senior Debentures, due 2041		8,432		8,249		8,151
Convertible Senior Debentures, due 2042		13,586		-		13,133
Exchangeable Unsecured Notes, due 2102		-		-		2,512
Weighted average employee stock options		26		91		105
Weighted average other		981		512		1,014

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, remained convertible subsequent to the April 1, 2017, July 1, 2017, and September 30, 2017 evaluations, and remain convertible subsequent to the December 31, 2017 evaluation. The convertible debentures due 2040 became convertible subsequent to the September 30, 2017 evaluation of the conversion criteria and remain convertible subsequent to the December 31, 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 $12.95, 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 $17.75, 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 $11.02, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.