8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     August 7, 2018

Vishay Intertechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-7416	38-1686453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

63 Lancaster Avenue Malvern, PA  19355-2143	19355-2143
(Address of Principal Executive Offices)	Zip Code
Registrant's telephone number, including area code    610-644-1300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 – Results of Operations and Financial Condition

On August 7, 2018, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the fiscal quarter and six fiscal months ended June 30, 2018.  A copy of the press release is attached as Exhibit 99.1 to this report.

Item 7.01 – Regulation FD Disclosure

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and stockholders regarding its diluted earnings per share ("EPS") computation.  The information furnished in this Form 8-K provides additional information on the impact of key variables on the EPS computation, particularly as they relate to the third fiscal quarter of 2018.

Accounting principles require that EPS be computed based on the weighted average shares outstanding ("basic"), and also assuming the issuance of potentially issuable shares (such as those subject to equity awards and convertible debt) if those potentially issuable shares would reduce EPS ("diluted").

The number of shares related to equity awards included in diluted EPS is based on the "Treasury Stock Method" prescribed in Financial Accounting Standards Board ("FASB") ASC Topic 260, Earnings Per Share ("FASB ASC Topic 260").  This method assumes a theoretical repurchase of shares using the unrecognized compensation expense and any other proceeds at a price equal to the issuer's average stock price during the related earnings period.   Accordingly, the number of shares includable in the calculation of diluted EPS in respect of equity awards is dependent on this average stock price and will increase as the average stock price increases.  This method is also utilized for net share settlement debt.

The number of shares includable in the calculation of diluted EPS in respect of conventional convertible or exchangeable securities is based on the "If Converted" method prescribed in FASB ASC Topic 260.  This method assumes the conversion or exchange of these securities for shares of common stock.  In determining if convertible or exchangeable securities are dilutive, the interest savings (net of tax) subsequent to an assumed conversion are added back to net earnings.  The shares related to a convertible or exchangeable security are included in diluted EPS only if EPS as otherwise calculated is greater than the interest savings, net of tax, divided by the shares issuable upon exercise or conversion of the instrument ("incremental earnings per share").  Accordingly, the calculation of diluted EPS for these instruments is dependent on the level of net earnings.  Each series of convertible or exchangeable securities is considered individually and in sequence, starting with the series having the lowest incremental earnings per share, to determine if its effect is dilutive or anti-dilutive.

At the direction of its Board of Directors, Vishay intends to waive its rights to settle the principal amount of its convertible debt instruments, its 2.25% Convertible Senior Debentures due 2040, due 2041, and due 2042, and its 2.25% Convertible Senior Notes due 2025, upon any conversion or repurchase of the debentures or notes, in shares of Vishay common stock.

Pursuant to the indentures governing the respective convertible debt instruments, Vishay has the right to pay the conversion value or purchase price for the convertible debt instruments in cash, Vishay common stock, or a combination of both.

If the convertible debt instruments are tendered for repurchase, Vishay will pay the repurchase price in cash, and if the convertible debt instruments are submitted for conversion, Vishay will value the shares issuable upon conversion and will pay in cash an amount equal to the principal amount of the converted debt instruments and will issue shares in respect of the conversion value in excess of the principal amount.

Vishay will consider its convertible debt instruments to be "net share settlement debt." Accordingly, its convertible debt instruments will be included in the diluted earnings per share computation using the "treasury stock method" (similar to options) rather than the "if converted method" otherwise required for convertible debt.  Under the "treasury stock method," Vishay will calculate the number of shares issuable under the terms of its convertible debt instruments based on the average market price of Vishay common stock during the period, and include that number in the total diluted shares figure for the period.

The Company currently has no potentially dilutive instruments included in the diluted EPS calculation using the "if converted method."

The following estimates of shares expected to be used in the calculation of diluted EPS consider the number of the Company's shares currently outstanding and the Company's convertible securities currently outstanding and their exercise and conversion features currently in effect.  The Company adjusts its calculation for the estimated effect of expected quarterly activity.  The estimates assume no share repurchases during the third fiscal quarter of 2018.Changes in these parameters or estimates could have a material impact on the calculation of diluted EPS.

The following estimates of shares expected to be used in the calculation of diluted EPS should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K.  These estimates are unaudited and are not necessarily indicative of the shares used in the diluted EPS computation for any prior period.  The estimates below are not necessarily indicative of the shares to be used in the quarterly diluted EPS computation for any period subsequent to the third fiscal quarter of 2018.  The Company assumes no duty to revise these estimates as a result of changes in the parameters on which they are based or any changes in accounting principles.  Also, the presentation is not intended as a forecast of EPS values or share prices of the Company's common stock for any period.

For the third fiscal quarter of 2018:

· The Company has approximately 144 million shares issued and outstanding, including shares of common stock and class B common stock.

· The number of shares included in diluted EPS related to restricted stock units does not vary significantly and is generally less than 1 million incremental shares.

· The Company's Convertible Senior Debentures due 2040 are convertible at a conversion price of $12.86 per $1,000 principal amount, equivalent to 77.7399 shares per $1,000 principal amount.  There is $55 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

S = [$55,000,000 / $1000] * [(P - $12.86) * 77.7399] / P

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than $12.86, no shares will be included in the diluted earnings per share computation.

· The Company's Convertible Senior Debentures due 2041 are convertible at a conversion price of $17.63 per $1,000 principal amount, equivalent to 56.7305 shares per $1,000 principal amount.  There is $150 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

S = [$150,000,000 / $1000] * [(P - $17.63) * 56.7305] / P

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than $17.63, no shares will be included in the diluted earnings per share computation.

· The Company's Convertible Senior Debentures due 2042 are convertible at a conversion price of $10.94 per $1,000 principal amount, equivalent to 91.4035 shares per $1,000 principal amount.  There is $80.9 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

S = [$80,940,000 / $1000] * [(P - $10.94) * 91.4035] / P

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than $10.94, no shares will be included in the diluted earnings per share computation.

· The Company's Convertible Senior Notes due 2025 are convertible at a conversion price of $31.49 per $1,000 principal amount, equivalent to 31.7536 shares per $1,000 principal amount.  There is $600 million principal amount of the notes outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

   S = [$600,000,000 / $1000] * [(P - $31.49) * 31.7536] / P

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than $31.49, no shares will be included in the diluted earnings per share computation.

Accordingly, the following table summarizes the approximate number of shares to be included in the denominator of the diluted EPS calculation assuming net earnings attributable to Vishay stockholders for various average stock prices (number of shares in millions):

Average Stock Price		Projected Diluted Shares
$	<12.00		145
$	12.00		145
$	13.00		146
$	14.00		147
$	15.00		147
$	16.00		148
$	17.00		149
$	18.00		149
$	19.00		150
$	20.00		151
$	21.00		151
$	22.00		152
$	23.00		153
$	24.00		153
$	25.00		154
$	26.00		154
$	27.00		155
$	28.00		155
$	29.00		155
$	30.00		156
$	31.00		156
$	32.00		156
$	33.00		157
$	34.00		158
$	35.00		159

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	99.1	Press release dated August 7, 2018

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2018

VISHAY INTERTECHNOLOGY, INC.

By: /s/ Lori Lipcaman

Name:	Lori Lipcaman
Title:	Executive Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

VISHAY REPORTS RESULTS FOR SECOND QUARTER 2018

· Revenues for Q2 2018 of $761 million

· Gross Margin Q2 of 29.9%

· Operating Margin Q2 of 16.2%

· EPS Q2 of $0.65

· Adjusted EPS Q2 of $0.54

· Guidance for Q3 2018 for revenues of $755 to $795 million and gross margins of 29.0% to 30.0% at Q2 exchange rates

· Distribution: point of sales Q2 14% over prior year and inventory turns of 3.7

· Repatriated $274 million and paid $92 million of related foreign taxes

· Cash from operations for trailing twelve months Q2 of $279 million and capital expenditures of $198 million

· Both Q2 and trailing twelve months Q2 cash from operations include $106 million of cash taxes paid related to US Tax Reform and cash repatriation

Vishay Intertechnology, Inc. (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive components, today announced its results for the fiscal quarter and six fiscal months ended June 30, 2018.

Revenues for the fiscal quarter ended June 30, 2018 were $761.0 million, compared to $716.8 million for the fiscal quarter ended March 31, 2018, and $643.2 million for the fiscal quarter ended July 1, 2017.  Net earnings attributable to Vishay stockholders for the fiscal quarter ended June 30, 2018 were $103.1 million, or $0.65 per diluted share, compared to $62.4 million, or $0.39 per diluted share for the fiscal quarter ended March 31, 2018, and $56.2 million, or $0.36 per diluted share for the fiscal quarter ended July 1, 2017.

As summarized on the attached reconciliation schedule, all periods presented include items affecting comparability.  Net earnings for the fiscal quarter ended June 30, 2018 have been favorably impacted by such items, primarily a change in deferred taxes related to special tax attributes of debt instruments which were repurchased during the quarter.  Adjusted earnings per diluted share, which exclude these items net of tax and the unusual tax items, were $0.54, $0.40, and $0.36 for the fiscal quarters ended June 30, 2018, March 31, 2018, and July 1, 2017, respectively.

Commenting on the results for the second quarter 2018, Dr. Gerald Paul, President and Chief Executive Officer, stated, "In the second quarter, Vishay again continued to enjoy excellent business conditions in virtually all markets and, again, Vishay's key markets of automotive and industrial show unbroken strength."

"As we announced earlier, we trust in an accelerated growth trend of our markets—in particular, the automotive and industrial end markets—for the years to come. We prepare ourselves by continuing to expand manufacturing capacities for our constrained key product lines while remaining careful in adding operational fixed costs."

Commenting on the outlook Dr. Paul stated, "Based on our ongoing capacity expansion and the number of working days in the quarter, we guide for the third quarter for revenues of $755 to $795 million and gross margins of 29.0% to 30.0% at the exchange rates for the second quarter."

A conference call to discuss Vishay's second quarter financial results is scheduled for Tuesday, August 7, 2018 at 9:00 a.m. ET. The dial-in number for the conference call is 877-589-6174 (+1 706-643-1406 if calling from outside the United States or Canada) and the conference ID is 2279867.

There will be a replay of the conference call from 12:00 p.m. ET on Tuesday, August 7, 2018 through 11:59 p.m. ET on Tuesday, August 14, 2018. The telephone number for the replay is 800-585-8367 (+1 855-859-2056 or 404-537-3406 if calling from outside the United States or Canada) and the access code is 2279867.

A live audio webcast of the conference call and a PDF copy of the press release and the quarterly presentation will be accessible directly from the Investor Relations section of the Vishay website at http://ir.vishay.com.

About Vishay

Vishay Intertechnology, Inc., a Fortune 1000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, MOSFETs, and infrared optoelectronics) and passive electronic components (resistors, inductors, and capacitors). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, power supplies, and medical markets. Vishay's product innovations, successful acquisition strategy, and "one-stop shop" service have made it a global industry leader. Vishay can be found on the Internet at www.vishay.com.

This press release includes certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted net earnings; adjusted earnings per share; adjusted operating margin; free cash; earnings before interest, taxes, depreciation and amortization ("EBITDA"); adjusted EBITDA; and adjusted EBITDA margin; which are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. These non-GAAP measures supplement our GAAP measures of performance or liquidity and should not be viewed as an alternative to GAAP measures of performance or liquidity. Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, adjusted operating margin, free cash, EBITDA, adjusted EBITDA, and adjusted EBITDA margin do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that such measures are meaningful to investors because they provide insight with respect to intrinsic operating results of the Company. Although the terms "free cash" and "EBITDA" are not defined in GAAP, the measures are derived using various line items measured in accordance with GAAP. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding the Company's intrinsic operations. Reconciling items to calculate adjusted operating margin and adjusted EBITDA represent those same items used in computing adjusted net earnings, as relevant. Furthermore, the presented calculation of adjusted EBITDA is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's revolving credit facility. These reconciling items are indicated on the accompanying reconciliation schedules and are more fully described in the Company's financial statements presented in its annual report on Form 10-K and its quarterly reports presented on Forms 10-Q.

Statements contained herein that relate to the Company's future performance, including statements with respect to forecasted revenues, margins, manufacturing capacities, customer confidence, anticipated growth areas for the company, global growth markets generally and the performance of the economy in general, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "will be," "will," "would," "expect," "anticipate," "plan," "project," "intend," "could," "should," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in applicable domestic and foreign tax regulations and uncertainty regarding the same;  changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended
	June 30, 2018			March 31, 2018			July 1, 2017*
Net revenues	$	761,030		$	716,795		$	643,164
Costs of products sold		533,792			511,495			469,327
Gross profit		227,238			205,300			173,837
Gross margin		29.9	%		28.6	%		27.0	%
Selling, general, and administrative expenses		103,945			101,238			88,351
Restructuring and severance costs		-			-			481
Operating income		123,293			104,062			85,005
Operating margin		16.2	%		14.5	%		13.2	%
Other income (expense):
Interest expense		(8,372	)		(7,677	)		(7,076	)
Other components of net periodic pension cost		(3,450	)		(3,519	)		(2,969	)
Other		3,397			(847	)		749
Loss on early extinguishment of debt		(17,309	)		-			-
Total other income (expense) - net		(25,734	)		(12,043	)		(9,296	)
Income before taxes		97,559			92,019			75,709
Income taxes		(5,703	)		29,474			19,300
Net earnings		103,262			62,545			56,409
Less: net earnings attributable to noncontrolling interests		165			179			219
Net earnings attributable to Vishay stockholders	$	103,097		$	62,366		$	56,190
Basic earnings per share attributable to Vishay stockholders	$	0.71		$	0.43		$	0.38
Diluted earnings per share attributable to Vishay stockholders	$	0.65		$	0.39		$	0.36
Weighted average shares outstanding - basic		144,382			144,327			146,381
Weighted average shares outstanding - diluted		157,657			159,502			155,300
Cash dividends per share	$	0.0850		$	0.0675		$	0.0625
*Recast for the retrospective adoption of ASUs 2014-09 and 2017-07

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)
	Six fiscal months ended
	June 30, 2018			July 1, 2017*
Net revenues	$	1,477,825		$	1,247,965
Costs of products sold		1,045,287			912,379
Gross profit		432,538			335,586
Gross margin		29.3	%		26.9	%
Selling, general, and administrative expenses		205,183			181,053
Restructuring and severance costs		-			1,950
Operating income		227,355			152,583
Operating margin		15.4	%		12.2	%
Other income (expense):
Interest expense		(16,049	)		(13,866	)
Other components of net periodic pension cost		(6,969	)		(5,859	)
Other		2,550			353
Loss on early extinguishment of debt		(17,309	)		-
Loss on disposal of equity affiliate		-			(7,060	)
Total other income (expense) - net		(37,777	)		(26,432	)
Income before taxes		189,578			126,151
Income taxes		23,771			32,793
Net earnings		165,807			93,358
Less: net earnings attributable to noncontrolling interests		344			449
Net earnings attributable to Vishay stockholders	$	165,463		$	92,909
Basic earnings per share attributable to Vishay stockholders	$	1.15		$	0.63
Diluted earnings per share attributable to Vishay stockholders	$	1.04		$	0.60
Weighted average shares outstanding - basic		144,355			146,328
Weighted average shares outstanding - diluted		158,580			155,088
Cash dividends per share	$	0.1525		$	0.1250
*Recast for the retrospective adoption of ASUs 2014-09 and 2017-07

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - in thousands)
	June 30, 2018			December 31, 2017*
Assets
Current assets:
Cash and cash equivalents	$	1,007,056		$	748,032
Short-term investments		142,690			547,136
Accounts receivable, net		395,745			340,027
Inventories:
Finished goods		138,745			127,272
Work in process		191,546			170,319
Raw materials		149,630			132,068
Total inventories		479,921			429,659
Prepaid expenses and other current assets		118,809			130,336
Total current assets		2,144,221			2,195,190
Property and equipment, at cost:
Land		86,919			92,285
Buildings and improvements		607,232			606,168
Machinery and equipment		2,438,523			2,415,769
Construction in progress		94,911			103,058
Allowance for depreciation		(2,330,960	)		(2,311,522	)
		896,625			905,758
Goodwill		147,645			142,742
Other intangible assets, net		70,599			69,754
Other assets		143,097			148,645
Total assets	$	3,402,187		$	3,462,089
*Recast for the retrospective adoption of ASUs 2014-09 and 2017-07

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - in thousands)
	June 30, 2018			December 31, 2017*
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks	$	123		$	4
Trade accounts payable		212,111			222,373
Payroll and related expenses		137,487			135,702
Other accrued expenses		161,986			154,230
Income taxes		39,065			50,226
Total current liabilities		550,772			562,535
Long-term debt less current portion		679,598			370,470
U.S. transition tax payable		151,200			151,200
Deferred income taxes		207,072			336,465
Other liabilities		79,925			75,249
Accrued pension and other postretirement costs		268,287			281,701
Total liabilities		1,936,854			1,777,620
Redeemable convertible debentures		79,544			252,070
Equity:
Vishay stockholders' equity
Common stock		13,212			13,188
Class B convertible common stock		1,210			1,213
Capital in excess of par value		1,593,942			1,752,506
Retained earnings (accumulated deficit)		(217,008	)		(362,254	)
Accumulated other comprehensive income (loss)		(7,418	)		25,714
Total Vishay stockholders' equity		1,383,938			1,430,367
Noncontrolling interests		1,851			2,032
Total equity		1,385,789			1,432,399
Total liabilities, temporary equity, and equity	$	3,402,187		$	3,462,089
*Recast for the retrospective adoption of ASUs 2014-09 and 2017-07

VISHAY INTERTECHNOLOGY, INC.
Consolidated Statements of Cash Flows
(Unaudited - in thousands)
	Six fiscal months ended
	June 30, 2018			July 1, 2017
Operating activities
Net earnings	$	165,807		$	93,358
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Depreciation and amortization		81,174			80,380
(Gain) loss on disposal of property and equipment		(2,242	)		(51	)
Accretion of interest on convertible debt instruments		2,964			2,444
Inventory write-offs for obsolescence		11,799			9,729
Loss on disposal of equity affiliate		-			7,060
Loss on early extinguishment of debt		17,309			-
Deferred income taxes		(25,669	)		6,640
Other		4,148			2,579
U.S. transition tax		(14,400	)		-
Repatriation taxes		(92,093	)		-
Changes in operating assets and liabilities, net of effects of businesses acquired		(110,627	)		(73,873	)
Net cash provided by operating activities		38,170			128,266
Investing activities
Purchase of property and equipment		(76,646	)		(49,067	)
Proceeds from sale of property and equipment		8,378			1,288
Purchase of businesses, net of cash acquired		(14,880	)		-
Purchase of short-term investments		(50,193	)		(418,114	)
Maturity of short-term investments		447,359			454,918
Other investing activities		(935	)		(6,664	)
Net cash provided by (used in) investing activities		313,083			(17,639	)
Financing activities
Proceeds from long-term borrowings		600,000			-
Issuance costs		(15,621	)		-
Repurchase of convertible debentures		(584,991	)		-
Net proceeds (payments) on revolving credit lines		(54,000	)		(10,000	)
Net changes in short-term borrowings		119			7
Dividends paid to common stockholders		(20,148	)		(16,761	)
Dividends paid to Class B common stockholders		(1,845	)		(1,516	)
Proceeds from stock options exercised		-			1,260
Distributions to noncontrolling interests		(525	)		(740	)
Cash withholding taxes paid when shares withheld for vested equity awards		(2,297	)		(1,971	)
Other financing activities		-			(1,255	)
Net cash used in financing activities		(79,308	)		(30,976	)
Effect of exchange rate changes on cash and cash equivalents		(12,921	)		9,600
Net increase in cash and cash equivalents		259,024			89,251
Cash and cash equivalents at beginning of period		748,032			471,781
Cash and cash equivalents at end of period	$	1,007,056		$	561,032

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended								Six fiscal months ended
	June 30, 2018			March 31, 2018		July 1, 2017			June 30, 2018			July 1, 2017
GAAP net earnings attributable to Vishay stockholders	$	103,097		$	62,366	$	56,190		$	165,463		$	92,909
Reconciling items affecting operating income:
Restructuring and severance costs	$	-		$	-	$	481		$	-		$	1,950
Reconciling items affecting other income (expense):
Loss on early extinguishment of debt	$	17,309		$	-	$	-		$	17,309		$	-
Loss on disposal of equity affiliate		-			-		-			-			7,060
Reconciling items affecting tax expense (benefit):
Enactment of TCJA	$	12,000		$	-	$	-		$	12,000		$	-
Effects of cash repatriation program		(9,006	)		1,316		(1,240	)		(7,690	)		(2,208	)
Change in deferred taxes due to early extinguishment of debt		(33,963	)		-		-			(33,963	)		-
Tax effects of pre-tax items above		(3,784	)		-		(156	)		(3,784	)		(597	)
Adjusted net earnings	$	85,653		$	63,682	$	55,275		$	149,335		$	99,114
Adjusted weighted average diluted shares outstanding		157,657			159,502		155,300			158,580			155,088
Adjusted earnings per diluted share	$	0.54		$	0.40	$	0.36		$	0.94		$	0.64

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	June 30, 2018			March 31, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Net cash provided by (used in) operating activities	$	(8,689	)	$	46,859		$	84,592		$	38,170		$	128,266
Proceeds from sale of property and equipment		8,194			184			345			8,378			1,288
Less: Capital expenditures		(48,373	)		(28,273	)		(32,399	)		(76,646	)		(49,067	)
Free cash	$	(48,868	)	$	18,770		$	52,538		$	(30,098	)	$	80,487

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	June 30, 2018			March 31, 2018			July 1, 2017			June 30, 2018			July 1, 2017
GAAP net earnings attributable to Vishay stockholders	$	103,097		$	62,366		$	56,190		$	165,463		$	92,909
Net earnings attributable to noncontrolling interests		165			179			219			344			449
Net earnings	$	103,262		$	62,545		$	56,409		$	165,807		$	93,358
Interest expense	$	8,372		$	7,677		$	7,076		$	16,049		$	13,866
Interest income		(2,762	)		(2,036	)		(1,534	)		(4,798	)		(2,797	)
Income taxes		(5,703	)		29,474			19,300			23,771			32,793
Depreciation and amortization		40,616			40,558			40,168			81,174			80,380
EBITDA	$	143,785		$	138,218		$	121,419		$	282,003		$	217,600
Reconciling items
Restructuring and severance costs	$	-		$	-		$	481		$	-		$	1,950
Loss on early extinguishment of debt		17,309			-			-			17,309			-
Loss on disposal of equity affiliate		-			-			-			-			7,060
Adjusted EBITDA	$	161,094		$	138,218		$	121,900		$	299,312		$	226,610
Adjusted EBITDA margin**		21.2	%		19.3	%		19.0	%		20.3	%		18.2	%
** Adjusted EBITDA as a percentage of net revenues

Source: Vishay Intertechnology, Inc.

Contact:

Vishay Intertechnology, Inc.Peter HenriciSenior Vice President, Corporate Communications+1-610-644-1300