Earnings Per Share

3 Months Ended

Mar. 30, 2024

Note 12 – 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, 2024		April 1, 2023

Numerator:
Net earnings attributable to Vishay stockholders	$	30,924	$	111,781

Denominator:
Denominator for basic earnings per share:
Weighted average shares		137,601		140,496
Outstanding phantom stock units		125		140
Adjusted weighted average shares - basic		137,726		140,636

Effect of dilutive securities:
Restricted stock units		750		615
Dilutive potential common shares		750		615

Denominator for diluted earnings per share:
Adjusted weighted average shares - diluted		138,476		141,251

Basic earnings per share attributable to Vishay stockholders	$	0.22	$	0.79

Diluted earnings per share attributable to Vishay stockholders	$	0.22	$	0.79

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, 2024		April 1, 2023
Restricted stock units		127		-

If the average market price of Vishay common stock is less than the effective conversion prices of the convertible senior notes due 2025 and due 2030, respectively, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025 and due 2030. Upon Vishay exercising its existing right to legally amend the indenture governing the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock. Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in cash and/or common stock. Accordingly, the convertible senior notes due 2025 and due 2030 are not anti-dilutive when the average market price of Vishay common stock is less than the respective effective conversion prices of the convertible senior notes due 2025 and due 2030.

In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions, which were not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive. The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030.