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 30, 2019		March 31, 2018

Numerator:
Net earnings attributable to Vishay stockholders	$	75,459	$	62,366

Denominator:
Denominator for basic earnings per share:
Weighted average shares		144,375		144,160
Outstanding phantom stock units		179		167
Adjusted weighted average shares - basic		144,554		144,327

Effect of dilutive securities:
Convertible and exchangeable debt instruments		237		14,610
Restricted stock units		498		565
Dilutive potential common shares		735		15,175

Denominator for diluted earnings per share:
Adjusted weighted average shares - diluted		145,289		159,502

Basic earnings per share attributable to Vishay stockholders	$	0.52	$	0.43

Diluted earnings per share attributable to Vishay stockholders	$	0.52	$	0.39

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 30, 2019		March 31, 2018
Convertible debt instruments:
Convertible senior notes due 2025		19,052		-
Weighted average other		315		307

The Company’s convertible debt instruments are only convertible for specified periods upon the occurrence of certain events. 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 30, 2019 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 any of the convertible debt instruments in cash and settle any additional amounts in shares of Vishay common stock. Accordingly, the convertible instruments 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 $12.71, 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 $17.41, 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 $31.49, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025.