	September 29, 2012		December 31, 2011

Credit facility	$	86,000	$	155,000
Exchangeable unsecured notes, due 2102		95,042		95,042
Convertible senior debentures, due 2040		99,721		98,463
Convertible senior debentures, due 2041		51,190		50,549
Convertible senior debentures, due 2042		57,087		-
		389,040		399,054
Less current portion		-		-
	$	389,040	$	399,054

On April 3, 2012, Vishay amended its credit agreement and entered into an incremental facility agreement that increases the total credit facility commitment from $450,000 to $528,000. The incremental revolving commitments have terms and conditions identical to the terms and conditions of the existing commitments under the credit facility. Vishay paid an amendment fee of $390 to complete this amendment. The other material terms and conditions of the credit agreement have not been changed. The credit agreement, as amended, will expire on December 1, 2015.

On May 31, 2012, Vishay issued $150,000 principal amount of 2.25% convertible senior debentures due 2042 to qualified institutional investors. Vishay used the net proceeds from this offering, together with cash on hand, to repurchase 13,948,687 shares of common stock for an aggregate purchase price of $150,000.

GAAP requires an issuer to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods.

The carrying values of the liability and equity components of the convertible debentures due 2042 are reflected in the Company’s consolidated condensed balance sheet as follows:

	September 29, 2012
Liability component:
Principal amount of the debentures	$	150,000
Unamortized discount		(93,178	)
Embedded derivative		265
Carrying value of liability component	$	57,087

Equity component - net carrying value	$	57,874

Interest is payable on the debentures semi-annually at a rate of 2.25% per annum; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate of 7.50% based on the Company’s estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, beginning on June 1, 2022, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances.

	Fiscal quarter ended			Nine fiscal months ended
	September 29, 2012			September 29, 2012
Contractual coupon interest	$	844		$	1,135
Non-cash amortization of debt discount		216			290
Non-cash amortization of deferred financing costs		13			18
Non-cash change in value of derivative liability		(13	)		29
Total interest expense related to the debentures	$	1,060		$	1,472

Prior to March 1, 2042, the holders may only convert their debentures under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending September 29, 2012 if the sale price of Vishay common stock reaches 130% of the conversion price (currently, $15.35) for a specified period; (2) the trading price of the debentures falls below 98% of the product of the sale price of Vishay’s common stock and the conversion rate for a specified period; (3) Vishay calls any or all of the debentures for redemption, at any time prior to the close of business on the third scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. None of these conditions had occurred as of September 29, 2012.

The debentures are initially convertible, subject to certain conditions, into cash, shares of Vishay’s common stock or a combination thereof, at Vishay’s option, at an initial conversion rate of 84.6937 shares of common stock per $1,000 principal amount of debentures. This represents an initial effective conversion price of approximately $11.81 per share. This initial conversion price represents a premium of 13.75% to the closing price of Vishay’s common stock on the date the offering commenced, which was $10.38 per share. At the direction of its Board of Directors, Vishay intends, upon conversion, to repay the principal amount of the debentures in cash and settle any additional amounts in shares. Vishay must provide additional shares upon conversion if there is a “fundamental change” in the business as defined in the indenture governing the debentures.

Vishay may not redeem the debentures prior to June 7, 2022, except in connection with certain tax-related events. On or after June 7, 2022 and prior to the maturity date, Vishay may redeem for cash all or part of the debentures at a redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of Vishay’s common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period prior to the date on which Vishay provides notice of redemption.

On May 13, 2011, Vishay issued $150,000 principal amount of 2.25% convertible senior debentures due 2041 to qualified institutional investors. GAAP requires an issuer to separately account for the liability and equity components of a convertible debt instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods.

The carrying values of the liability and equity components of the convertible debentures due 2041 are reflected in the Company’s consolidated condensed balance sheets as follows:

	September 29, 2012			December 31, 2011
Liability component:
Principal amount of the debentures	$	150,000		$	150,000
Unamortized discount		(99,217	)		(99,843	)
Embedded derivative		407			392
Carrying value of liability component	$	51,190		$	50,549

Equity component - net carrying value	$	62,246		$	62,246

Interest is payable on the debentures semi-annually at a rate of 2.25% per annum; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate of 8.375% based on the Company’s estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, beginning on May 15, 2021, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances.

	Fiscal quarters ended					Nine fiscal months ended
	September 29, 2012			October 1, 2011		September 29, 2012		October 1, 2011
Contractual coupon interest	$	844		$	844	$	2,532	$	1,285
Non-cash amortization of debt discount		213			196		626		298
Non-cash amortization of deferred financing costs		12			12		36		18
Non-cash change in value of derivative liability		(19	)		161		15		163
Total interest expense related to the debentures	$	1,050		$	1,213	$	3,209	$	1,764

On November 9, 2010, Vishay issued $275,000 principal amount of 2.25% convertible senior debentures due 2040 to qualified institutional investors. GAAP requires an issuer to separately account for the liability and equity components of a convertible debt instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods.

The carrying values of the liability and equity components of the convertible debentures due 2040 are reflected in the Company’s consolidated condensed balance sheets as follows:

	September 29, 2012			December 31, 2011
Liability component:
Principal amount of the debentures	$	275,000		$	275,000
Unamortized discount		(175,887	)		(177,131	)
Embedded derivative		608			594
Carrying value of liability component	$	99,721		$	98,463

Equity component - net carrying value	$	110,094		$	110,094

Interest is payable on the debentures semi-annually at a rate of 2.25% per annum; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate of 8.00% based on the Company’s estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, beginning on November 15, 2020, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances.

	Fiscal quarters ended				Nine fiscal months ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Contractual coupon interest	$	1,547	$	1,547	$	4,641	$	4,641
Non-cash amortization of debt discount		423		391		1,244		1,150
Non-cash amortization of deferred financing costs		22		22		66		66
Non-cash change in value of derivative liability		47		270		14		278
Total interest expense related to the debentures	$	2,039	$	2,230	$	5,965	$	6,135