Note 11 – 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
	March 31, 2018		April 1, 2017

Numerator:
Net earnings attributable to Vishay stockholders	$	62,366	$	36,719

Denominator:
Denominator for basic earnings per share:
Weighted average shares		144,160		146,120
Outstanding phantom stock units		167		154
Adjusted weighted average shares - basic		144,327		146,274

Effect of dilutive securities:
Convertible and exchangeable debt instruments		14,610		8,349
Restricted stock units		565		253
Dilutive potential common shares		15,175		8,602

Denominator for diluted earnings per share:
Adjusted weighted average shares - diluted		159,502		154,876

Basic earnings per share attributable to Vishay stockholders	$	0.43	$	0.25

Diluted earnings per share attributable to Vishay stockholders	$	0.39	$	0.24

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
	March 31, 2018		April 1, 2017
Convertible and exchangeable notes:
Convertible Senior Debentures, due 2041		-		8,340
Weighted average other		307		581

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 have remained convertible for each subsequent quarterly evaluation through the March 31, 2018 evaluation. The convertible debentures due 2040 became convertible subsequent to the September 30, 2017 evaluation of the conversion criteria, and have remained convertible for each subsequent quarterly evaluation through the March 31, 2018 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 $12.91, 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 $17.69, 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 $10.98, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.