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 3, 2010

	Vishay Intertechnology, Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-7416	38-1686453
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

 

63 Lancaster Avenue
Malvern, PA 19355	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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition

On August 3, 2010, Vishay Intertechnology, Inc. (“the Company”) issued a press release announcing its financial results for the fiscal quarter and six fiscal months ended July 3, 2010. 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 shareholders 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 2010.

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 stock options, warrants, convertible notes, etc.) if those potentially issuable shares would reduce EPS (“diluted”).

The number of shares related to options, warrants, and similar instruments 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 proceeds of the respective stock option or warrant exercise 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 stock options, warrants and similar instruments 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.

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 stock options, warrants and convertible or exchangeable securities currently outstanding and their exercise and conversion features currently in effect. Changes in these parameters could have a material impact on the calculation of diluted EPS.

2

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 2010. 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 2010:

• The Company has approximately 187 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 options, warrants, and similar instruments does not vary significantly and is generally less than 1 million incremental shares.
   
• The Company’s exchangeable unsecured notes due 2102 are dilutive at quarterly earnings levels in excess of approximately $3 million. The exchangeable unsecured notes are exchangeable for approximately 6 million shares. Quarterly interest, net of tax, is approximately $0.1 million.

Item 8.01 – Other Events

In preparation for the spin-off of Vishay Precision Group, Inc., (“VPG”) which was completed in the third fiscal quarter on July 6, 2010, the Company realigned its reportable business segments structure to be consistent with changes made to its management reporting. The changes made to management reporting included separating the former Semiconductors reporting segment into MOSFETs, Diodes, and Optoelectronic Components and separating the former Passive Components reporting segment into Resistors and Inductors, Capacitors, and Vishay Precision Group. The changes were necessary due to the former Passive Components segment no longer being comparable after the completion of the spin-off of VPG, the need for discrete information regarding VPG, and due to the increased interest of management and outside investors in more discrete financial information. Effective beginning in the second fiscal quarter of 2010, the chief operating decision maker began making strategic and operating decisions with regards to assessing performance and allocating resources based on this new segment structure. Following the completion of the spin-off in the third fiscal quarter, we will have five reporting segments.

3

The Company evaluates business segment performance on operating income, exclusive of certain items (“segment operating income”). Beginning in the second fiscal quarter of 2010, the Company changed its definition of segment operating income to exclude such costs as global operations, sales and marketing, information systems, finance and administration groups. These costs are managed by executives that report to the chief operating decision maker and were formerly included in segment operating income. Only dedicated, direct selling, general, and administrative expenses of the segments are included in the calculation of segment operating income. Additionally, management has always evaluated segment performance excluding items such as restructuring and severance costs, asset write-downs, goodwill and indefinite-lived intangible asset impairments, inventory write-downs, gains or losses on purchase commitments, and other items.

The Company has prepared the selected financial data presented in Exhibit 99.2 to provide certain historical business segment financial information for comparative purposes, reflecting the segment realignment executed in the second fiscal quarter of 2010. The business segment realignment had no effect on our previously reported consolidated financial position, results of operations, or liquidity.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated August 3, 2010
99.2	Selected Financial Data reflecting the business segment realignment

4

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 3, 2010

VISHAY INTERTECHNOLOGY, INC.
By:	/s/ Lior E. Yahalomi
Name: Dr. Lior E. Yahalomi
Title: Executive Vice President and
Chief Financial Officer

5

EX-99.1

Exhibit 99.1

VISHAY REPORTS RESULTS FOR SECOND QUARTER 2010

• Revenues for Q2 2010 were $701.7 million, 9.6% higher than for Q1 2010
   
• EPS of $0.40 for Vishay including VPG compared to EPS of $0.24 for the previous quarter
   
• Board decision to limit any post-acquisition debt/EBITDA ratio to 2.5x
   
• Cash from operations YTD was $177.6 million and capital expenditures were $49.2 million

MALVERN, PENNSYLVANIA – August 3, 2010 – Dr. Felix Zandman, Executive Chairman of the Board, and Dr. Gerald Paul, President and Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE: VSH), announced today that revenues for the fiscal quarter ended July 3, 2010 were $701.7 million, compared to $460.3 million for the fiscal quarter ended June 27, 2009. The net income attributable to Vishay stockholders for the fiscal quarter ended July 3, 2010 was $76.7 million, or $0.40 per diluted share, compared to a net loss attributable to Vishay stockholders of $(58.9) million, or $(0.32) per share for the fiscal quarter ended June 27, 2009.

Revenues for the six fiscal months ended July 3, 2010 were $1,342.1 million, compared to $909.8 million for the six fiscal months ended June 27, 2009. The net income attributable to Vishay stockholders for the six fiscal months ended July 3, 2010 was $122.1 million, or $0.63 per diluted share, compared to a net loss attributable to Vishay stockholders of $(88.0) million, or $(0.47) per share for the six fiscal months ended June 27, 2009.

Net earnings (loss) from continuing operations attributable to Vishay stockholders include various items affecting comparability, as listed on the attached reconciliation schedule. There were no such reconciling items for the fiscal quarter or six fiscal months ended July 3, 2010. Adjusted net earnings (loss) per share, which excludes these items, was $(0.10) and $(0.18) respectively for the fiscal quarter and six fiscal months ended June 27, 2009.

On July 6, 2010, Vishay Intertechnology successfully completed the spin-off of Vishay Precision Group, Inc. (“VPG”) to its stockholders as an independently, publicly-traded company. Until July 6, 2010, VPG was part of Vishay Intertechnology and its assets, liabilities, results of operations, and cash flows are included in the amounts reported in the consolidated financial statements through the date of the spin-off, including as of and for the fiscal periods ending July 3, 2010, discussed above and presented on the accompanying tables. Net earnings of VPG, included in the results of Vishay Intertechnology, were $4.0 million for the second quarter of 2010.

Page 1 of 10

Commenting on the results for the second quarter 2010, Dr. Paul stated, “In the second quarter 2010, our sales reached close to pre-crisis levels while orders stabilized on higher than pre-crisis levels. Inventories in the supply chain are still very low. Inventory turns at distribution reached record levels. In the quarter, all regions and all end markets remained strong to over-heated, in particular netbook, consumer and fixed telecom. Automotive showed a strong recovery.”

Dr. Paul continued, “The second quarter 2010 demonstrated that Vishay has fundamentally improved its earnings power: at close to pre-crisis levels of sales our operating margin and EPS have more than doubled. While we are currently enjoying excellent market conditions, we believe in ongoing and lasting measures for expansion and cost reduction. Thinking long-term we will not invest in manufacturing capacities in order to follow every spike of demand.”

Dr. Paul concluded, “The results of the second quarter 2010 and the previous quarter demonstrate that Vishay has, after three challenging years, successfully re-focused on profitability. We are positioned to reach new levels of profitability as sales return to pre-crisis levels.”

Commenting on the outlook for the third quarter 2010 Dr. Paul stated, “Based on our backlog and increasing manufacturing capacities, we anticipate revenues of between $650 to $690 million at slightly improved results. Our guidance obviously excludes revenues of VPG subsequent to the spin-off.”

Commenting on the Company's spin-off, R&D and acquisition activities, Dr. Felix Zandman, Executive Chairman of the Board and Chief Technical and Business Development Officer, stated, "I believe that our successful completion of the spin-off of Vishay Precision Group as an independent company is a natural evolution, which will enable each company to more effectively execute strategies and allocate resources and that will create value for stockholders of both companies. Already, as of today, the combined market capitalization of both companies is significantly in excess of the market capitalization of Vishay Intertechnology prior to the spinoff.”

Dr. Zandman continued, “Our R&D activities progress as planned. We are working closely with our customers to support them with the components required for their new products.”

Dr. Zandman concluded, “Based on our strong generation of free cash and the resulting continuous strengthening of our balance sheet, we are now again actively pursuing acquisitions. As previously announced, we are targeting small to mid-size companies. At the same time in order to limit our financial exposure, the Board has refined the Company’s acquisition policy. We will not pursue acquisitions if our post-acquisition debt would exceed 2.5x our pro forma EBITDA. For these purposes, we will calculate pro forma EBITDA to be Vishay’s EBITDA for the four quarters preceding the acquisition plus the adjusted EBITDA of the target for the same quarters. The adjustment is for the expected savings, predominantly through synergies. At this point, we have no concrete targets for a larger acquisition.”

Page 2 of 10

Following the spin-off, Vishay Intertechnology retains no ownership interest in VPG; however, Vishay Intertechnology will not restate prior financial statements to present VPG as a “discontinued operation” for US GAAP purposes because of continuing involvement, such as common board members and trademark licenses.

Additionally, the Company has realigned its US GAAP reportable segments, segregating VPG into its own segment, as detailed in a current report on Form 8-K to be filed with the U.S. Securities and Exchange Commission this morning. This Form 8-K should assist users of financial data in the analysis of Vishay Intertechnology including and excluding VPG, and will be available on the SEC EDGAR website and the Investor Relations section of the Vishay website at http://ir.vishay.com.

A conference call to discuss second quarter financial results is scheduled for Tuesday, August 3, 2010 at 9:00 AM 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 #87060805.

There will be a replay of the conference call from 10:30 AM ET on Tuesday, August 3, 2010 through 11:59 PM ET on Sunday, August 8, 2010. The telephone number for the replay is 800-642-1687 (+1 706-645-9291 if calling from outside the United States or Canada) and the access code is #87060805.

There will also be a live audio webcast of the conference call. This can be accessed directly from the Investor Relations section of the Vishay website at http://ir.vishay.com.

Vishay Intertechnology, Inc., a Fortune 1,000 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.

Page 3 of 10

This press release includes certain financial measures which are not recognized in accordance with generally accepted accounting principles (“GAAP”), including adjusted net earnings (loss) and adjusted net earnings (loss) per share. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted net earnings (loss) and adjusted net earnings (loss) per share 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 these measures are meaningful to investors because they provide insight with respect to intrinsic operating results of the Company. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to an understanding to the Company’s intrinsic operations. These reconciling items are indicated on the accompanying reconciliation schedule 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, cash generation and acquisition activity, and the general state of the Company, are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from those anticipated. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results 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, particularly the pace and continuation of recovery in the worldwide economy; difficulties in implementing our cost reduction strategies; changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates and consummating a transaction on terms which we consider acceptable; and other factors affecting our operations that are set forth in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: Dr. Lior E. Yahalomi, Executive Vice President and Chief Financial Officer, or Peter G. Henrici, Senior Vice President Corporate Communications, both of Vishay Intertechnology, Inc., +1-610-644-1300.

Page 4 of 10

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)

	Fiscal quarters ended
	July 3,			April 3,			June 27,
	2010			2010			2009
Net revenues	$	701,655		$	640,460		$	460,258
Costs of products sold		491,062			473,447			381,484
Gross profit		210,593			167,013			78,774
Gross margin		30.0%			26.1%			17.1%
Selling, general, and administrative expenses		109,266			101,888			83,752
Restructuring and severance costs		-			-			12,090
Settlement agreement gain		-			-			(28,195	)
Executive employment agreement charge		-			-			57,824
Operating income (loss)		101,327			65,125			(46,697	)
Operating margin		14.4%			10.2%			-10.1%
Other income (expense):
Interest expense		(2,400	)		(2,434	)		(2,787	)
Other		5,956			44			(5,510	)
Total other income (expense) - net		3,556			(2,390	)		(8,297	)
Income (loss) before taxes		104,883			62,735			(54,994	)
Income taxes		27,918			17,096			3,715
Net earnings (loss)		76,965			45,639			(58,709	)
Less: net earnings attributable to noncontrolling interests		306			219			156
Net earnings (loss) attributable to Vishay stockholders	$	76,659		$	45,420		$	(58,865	)
Basic earnings (loss) per share attributable to Vishay stockholders	$	0.41		$	0.24		$	(0.32	)
Diluted earnings (loss) per share attributable to Vishay stockholders	$	0.40		$	0.24		$	(0.32	)
Weighted average shares outstanding - basic		186,667			186,641			186,586
Weighted average shares outstanding - diluted		193,084			193,067			186,586

Page 5 of 10

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)

	Six fiscal months ended
	July 3,			June 27,
	2010			2009
Net revenues	$	1,342,115		$	909,769
Costs of products sold		964,509			762,971
Gross profit		377,606			146,798
Gross margin		28.1%			16.1%
Selling, general, and administrative expenses		211,154			171,206
Restructuring and severance costs		-			31,023
Settlement agreement gain		-			(28,195	)
Executive employment agreement charge		-			57,824
Operating income (loss)		166,452			(85,060	)
Operating margin		12.4%			-9.3%
Other income (expense):
Interest expense		(4,834	)		(5,651	)
Other		6,000			7,373
Total other income (expense) - net		1,166			1,722
Income (loss) before taxes		167,618			(83,338	)
Income taxes		45,014			4,425
Net earnings (loss)		122,604			(87,763	)
Less: net earnings attributable to noncontrolling interests		525			229
Net earnings (loss) attributable to Vishay stockholders	$	122,079		$	(87,992	)
Basic earnings (loss) per share attributable to Vishay stockholders	$	0.65		$	(0.47	)
Diluted earnings (loss) per share attributable to Vishay stockholders	$	0.63		$	(0.47	)
Weighted average shares outstanding - basic		186,654			186,572
Weighted average shares outstanding - diluted		193,076			186,572

Page 6 of 10

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)

	July 3,			December 31,
	2010			2009
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	674,581		$	579,189
Accounts receivable, net		359,588			284,295
Inventories:
Finished goods		116,922			119,723
Work in process		197,051			192,206
Raw materials		135,753			122,940
Total inventories		449,726			434,869
Deferred income taxes		16,935			16,781
Prepaid expenses and other current assets		103,166			92,409
Total current assets		1,603,996			1,407,543
Property and equipment, at cost:
Land		94,834			98,623
Buildings and improvements		503,178			528,438
Machinery and equipment		2,044,985			2,126,226
Construction in progress		47,030			36,193
Allowance for depreciation		(1,762,766	)		(1,779,224	)
		927,261			1,010,256
Intangible assets, net		138,301			153,623
Other assets		111,544			148,124
Total assets	$	2,781,102		$	2,719,546

Page 7 of 10

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)

	July 3,			December 31,
	2010			2009
	(unaudited)
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks	$	572		$	24
Trade accounts payable		134,001			118,216
Payroll and related expenses		109,535			87,566
Other accrued expenses		185,469			162,083
Income taxes		37,087			23,558
Current portion of long-term debt		78,370			16,054
Total current liabilities		545,034			407,501
Long-term debt less current portion		243,607			320,052
Deferred income taxes		18,281			13,062
Deferred grant income		2,296			2,526
Other liabilities		134,226			152,874
Accrued pension and other postretirement costs		277,255			301,930
Total liabilities		1,220,699			1,197,945
Equity:
Vishay stockholders' equity
Common stock		17,229			17,228
Class B convertible common stock		1,435			1,435
Capital in excess of par value		2,318,953			2,317,613
Retained earnings (accumulated deficit)		(800,726	)		(922,805	)
Accumulated other comprehensive income		18,348			102,975
Total Vishay stockholders' equity		1,555,239			1,516,446
Noncontrolling interests		5,164			5,155
Total equity		1,560,403			1,521,601
Total liabilities and equity	$	2,781,102		$	2,719,546

Page 8 of 10

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

	Six fiscal months ended
	July 3,			June 27,
	2010			2009
Continuing operating activities
Net earnings (loss)	$	122,604		$	(87,763	)
Adjustments to reconcile net earnings (loss) to
net cash provided by continuing operating activities:
Depreciation and amortization		99,262			110,416
(Gain) loss on disposal of property and equipment		(92	)		239
Inventory write-offs for obsolescence		10,853			14,089
Deferred grant income		(313	)		(367	)
Other		13,436			(8,980	)
Changes in operating assets and liabilities,
net of effects of businesses acquired		(68,199	)		41,307
Net cash provided by continuing operating activities		177,551			68,941
Continuing investing activities
Purchase of property and equipment		(49,193	)		(18,266	)
Proceeds from sale of property and equipment		590			512
Purchase of businesses, net of cash acquired or refunded		-			28,195
Proceeds from loans receivable		15,000			-
Other investing activities		-			150
Net cash (used in) provided by continuing investing activities		(33,603	)		10,591
Continuing financing activities
Principal payments on long-term debt and capital lease obligations		(14,129	)		(15,069	)
Proceeds of long-term debt		-			15,000
Debt issuance costs		(456	)		-
Net changes in short-term borrowings		554			(10,660	)
Distributions to noncontrolling interests		(516	)		(116	)
Net cash used in continuing financing activities		(14,547	)		(10,845	)
Effect of exchange rate changes on cash and cash equivalents		(33,927	)		4,077
Net increase in cash and cash equivalents
from continuing activities		95,474			72,764
Net cash used by discontinued operating activities		(82	)		(3,187	)
Net cash provided by discontinued investing activities		-			-
Net cash used by discontinued financing activities		-			-
Net cash used by discontinued operations		(82	)		(3,187	)
Net increase in cash and cash equivalents		95,392			69,577
Cash and cash equivalents at beginning of period		579,189			324,164
Cash and cash equivalents at end of period	$	674,581		$	393,741

Page 9 of 10

VISHAY INTERTECHNOLOGY, INC.

Reconciliation of Adjusted Earnings (Loss) Per Share

(Unaudited - In thousands except earnings per share)

	Fiscal quarters ended							Six fiscal months ended
	July 3,		April 3,		June 27,			July 3,		June 27,
	2010		2010		2009			2010		2009
GAAP net earnings (loss) attributable to Vishay stockholders	$	76,659	$	45,420	$	(58,865	)	$	122,079	$	(87,992	)
Reconciling items affecting operating margin:
Restructuring and severance costs	$	-	$	-	$	12,090		$	-	$	31,023
Settlement agreement gain		-		-		(28,195	)		-		(28,195	)
Executive employment agreement charge		-		-		57,824			-		57,824
Reconciling items affecting tax expense (benefit):
Tax effects of items above and other one-time tax expense (benefit)	$	-	$	-	$	(1,303	)	$	-	$	(5,737	)
Adjusted net earnings (loss)	$	76,659	$	45,420	$	(18,449	)	$	122,079	$	(33,077	)
Adjusted weighted average diluted shares outstanding		193,084		193,067		186,586			193,076		186,572
Adjusted earnings (loss) per diluted share *	$	0.40	$	0.24	$	(0.10	)	$	0.63	$	(0.18	)

* Includes add-back of interest on exchangeable notes in periods where the notes are dilutive.

Page 10 of 10

EX-99.2

Exhibit 99.2

Vishay Intertechnology, Inc.

Introduction

In preparation for the spin-off of Vishay Precision Group, Inc., (“VPG”) which was completed in the third fiscal quarter on July 6, 2010, the Company realigned its reportable business segments structure to be consistent with changes made to its management reporting. The changes made to management reporting included separating the former Semiconductors reporting segment into MOSFETs, Diodes, and Optoelectronic Components and separating the former Passive Components reporting segment into Resistors and Inductors, Capacitors, and Vishay Precision Group. The changes were necessary due to the former Passive Components segment no longer being comparable after the completion of the spin-off of VPG, the need for discrete information regarding VPG, and due to the increased interest of management and outside investors in more discrete financial information. Effective beginning in the second fiscal quarter of 2010, the chief operating decision maker began making strategic and operating decisions with regards to assessing performance and allocating resources based on this new segment structure. Following the completion of the spin-off in the third fiscal quarter, we will have five reporting segments.

The Company evaluates business segment performance on operating income, exclusive of certain items (“segment operating income”). Beginning in the second fiscal quarter of 2010, the Company changed its definition of segment operating income to exclude such costs as global operations, sales and marketing, information systems, finance and administration groups. These costs are managed by executives that report to the chief operating decision maker and were formerly included in segment operating income. Only dedicated, direct selling, general, and administrative expenses of the segments are included in the calculation of segment operating income. Additionally, management has always evaluated segment performance excluding items such as restructuring and severance costs, asset write-downs, goodwill and indefinite-lived intangible asset impairments, inventory write-downs, gains or losses on purchase commitments, and other items. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company. These items represent reconciling items between segment operating income and consolidated operating income. Business segment assets are the owned or allocated assets used by each business.

The accompanying selected financial data are unaudited and do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. The selected financial data should be read in conjunction with the consolidated financial statements and notes thereto filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 28, 2009, June 27, 2009, September 26, 2009, and April 3, 2010.

- 1 -

VISHAY INTERTECHNOLOGY, INC.
SelectedSegmentInformation
as recast to reflect the business segment realignment
(Unaudited - in thousands)

					Optoelectronic		Resistors &				Vishay Precision
	MOSFETs		Diodes		Components		Inductors		Capacitors		Group		Total
Fiscal quarter ended July 3, 2010:
Product sales	$	153,207	$	151,026	$	57,657	$	151,941	$	133,346	$	52,914	$	700,091
Royalty revenues		48		-		27		1,489		-		-	$	1,564
Total revenue	$	153,255	$	151,026	$	57,684	$	153,430	$	133,346	$	52,914	$	701,655
Gross Margin	$	46,887	$	35,865	$	20,288	$	54,886	$	32,685	$	19,982	$	210,593
Six fiscal months ended July 3, 2010:
Product Sales	$	280,831	$	291,272	$	116,053	$	299,398	$	250,677	$	101,089	$	1,339,320
Royalty Revenues		48		-		60		2,687		-		-	$	2,795
Total Revenue	$	280,879	$	291,272	$	116,113	$	302,085	$	250,677	$	101,089	$	1,342,115
Gross Margin	$	73,905	$	63,511	$	39,944	$	106,806	$	56,410	$	37,030	$	377,606

	Fiscal quarter ended			Six fiscal months ended
	July 3, 2010			July 3, 2010
Operating margin reconciliation:
MOSFETs	$	37,864		$	56,154
Diodes		30,121			51,956
Optoelectronic Components		17,454			34,115
Resistors & Inductors		48,497			93,737
Capacitors		27,111			44,873
Vishay Precision Group		10,871			18,949
Unallocated Selling, General, and Administrative Expenses		(70,591	)		(133,332	)
Consolidated Operating Income (Loss)	$	101,327		$	166,452

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VISHAY INTERTECHNOLOGY, INC.Selected Segment Information
as recast to reflect the business segment realignment(Unaudited - in thousands)

					Optoelectronic		Resistors &				Vishay Precision
	MOSFETs		Diodes		Components		Inductors		Capacitors		Group		Total
Fiscal quarter ended April 3, 2010:
Product sales	$	127,624	$	140,246	$	58,396	$	147,457	$	117,331	$	48,175	$	639,229
Royalty revenues		-		-		33		1,198		-		-	$	1,231
Total revenue	$	127,624	$	140,246	$	58,429	$	148,655	$	117,331	$	48,175	$	640,460
Gross Margin	$	27,018	$	27,646	$	19,656	$	51,920	$	23,725	$	17,048	$	167,013

	Fiscal quarter ended
	April 3, 2010
Operating margin reconciliation:
MOSFETs	$	18,290
Diodes		21,835
Optoelectronic Components		16,661
Resistors & Inductors		45,240
Capacitors		17,762
Vishay Precision Group		8,078
Unallocated Selling, General, and Administrative Expenses		(62,741	)
Consolidated Operating Income (Loss)	$	65,125

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VISHAY INTERTECHNOLOGY, INC.Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)

					Optoelectronic		Resistors &					Vishay Precision
	MOSFETs		Diodes		Components		Inductors			Capacitors		Group		Corporate / Other		Total
Year ended December 31, 2009:
Product sales	$	427,110	$	410,415	$	167,317	$	438,600		$	420,890	$	171,991	$	-	$	2,036,323
Royalty revenues		71		-		13		5,626			-		-		-	$	5,710
Total revenue	$	427,181	$	410,415	$	167,330	$	444,226		$	420,890	$	171,991	$	-	$	2,042,033
Gross Margin	$	57,280	$	51,361	$	37,180	$	109,093		$	80,533	$	52,714	$	-	$	388,161
Depreciation expense		58,762		38,638		14,757		38,392			46,684		8,446		330	$	206,009
Interest expense (income)		23		93		172		(27	)		934		69		9,057	$	10,321
Capital expenditures		10,309		12,474		3,453		11,126			10,567		2,181		230	$	50,340
Total Assets as of December 31, 2009:		566,952		522,080		132,065		572,076			668,271		209,779		48,323	$	2,719,546

- 4 -

	Year ended
	December 31, 2009
Operating margin reconciliation:
MOSFETs	$	25,434
Diodes		31,275
Optoelectronic Components		24,441
Resistors & Inductors		85,406
Capacitors		60,480
Vishay Precision Group		22,510
Unallocated Selling, General, and Administrative Expenses		(220,547	)
Restructuring and severance Costs		(37,874	)
Asset write-downs		(681	)
Settlement agreement gain		28,195
Executive employment agreement charge		(57,824	)
Consolidated Operating Income (Loss)	$	(39,185	)
Restructuring and severance costs:
MOSFETs	$	8,017
Diodes		4,707
Optoelectronic Components		2,755
Resistors & Inductors		9,374
Capacitors		5,353
Vishay Precision Group		2,048
Unallocated Selling, General, and Administrative Expenses		5,620
	$	37,874
Asset write-downs:
MOSFETs	$	-
Diodes		681
Optoelectronic Components		-
Resistors & Inductors		-
Capacitors		-
Vishay Precision Group		-
	$	681

- 5- 

VISHAY INTERTECHNOLOGY, INC.
Selected Segment Information 
as recast to reflect the business segment realignment
(Unaudited - in thousands)

					Optoelectronic		Resistors &				Vishay Precision
	MOSFETs		Diodes		Components		Inductors		Capacitors		Group		Total
Fiscal quarter ended September 26, 2009:
Product sales	$	123,003	$	110,408	$	43,320	$	106,768	$	100,973	$	40,105	$	524,577
Royalty revenues		14		-		-		713		-		-	$	727
Total revenue	$	123,017	$	110,408	$	43,320	$	107,481	$	100,973	$	40,105	$	525,304
Gross Margin	$	18,485	$	16,860	$	10,281	$	25,316	$	20,745	$	12,680	$	104,367
Nine fiscal months ended September 26, 2009:
Product sales	$	302,762	$	282,041	$	118,200	$	305,030	$	298,483	$	125,143	$	1,431,659
Royalty revenues		71		-		13		3,330		-		-	$	3,414
Total revenue	$	302,833	$	282,041	$	118,213	$	308,360	$	298,483	$	125,143	$	1,435,073
Gross Margin	$	34,439	$	32,232	$	24,894	$	67,171	$	54,719	$	37,710	$	251,165

	Fiscal quarter ended			Nine fiscal months ended
	September 26, 2009			September 26, 2009
Operating margin reconciliation:
MOSFETs	$	10,331		$	10,793
Diodes		11,920			17,588
Optoelectronic Components		5,504			14,370
Resistors & Inductors		19,758			50,288
Capacitors		15,641			39,754
Vishay Precision Group		5,189			15,187
Unallocated Selling, General, and Administrative Expenses		(53,643	)		(157,688	)
Restructuring and severance Costs		(3,478	)		(34,501	)
Settlement agreement gain		-			28,195
Executive employment agreement charge		-			(57,824	)
Consolidated Operating Income (Loss)	$	11,222		$	(73,838	)
Restructuring and severance costs:
MOSFETs	$	680		$	8,305
Diodes		253			4,814
Optoelectronic Components		33			2,936
Resistors & Inductors		857			8,058
Capacitors		824			4,666
Vishay Precision Group		175			2,044
Unallocated Selling, General, and Administrative Expenses		656			3,678
	$	3,478		$	34,501

 - 6- 

VISHAY INTERTECHNOLOGY, INC.Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)

					Optoelectronic		Resistors &				Vishay Precision
	MOSFETs		Diodes		Components		Inductors		Capacitors		Group		Total
Fiscal quarter ended June 27, 2009:
Product sales	$	95,622	$	91,240	$	40,485	$	99,148	$	91,893	$	41,333	$	459,721
Royalty revenues		-		-		-		537		-		-	$	537
Total revenue	$	95,622	$	91,240	$	40,485	$	99,685	$	91,893	$	41,333	$	460,258
Gross Margin	$	13,334	$	10,607	$	8,824	$	19,863	$	15,167	$	10,979	$	78,774
Six fiscal months ended June 27, 2009:
Product sales	$	179,759	$	171,633	$	74,880	$	198,262	$	197,510	$	85,038	$	907,082
Royalty revenues		57		-		13		2,617		-		-	$	2,687
Total revenue	$	179,816	$	171,633	$	74,893	$	200,879	$	197,510	$	85,038	$	909,769
Gross Margin	$	15,954	$	15,372	$	14,613	$	41,855	$	33,974	$	25,030	$	146,798

	Fiscal quarter ended			Six fiscal months ended
	June 27, 2009			June 27, 2009
Operating margin reconciliation:
MOSFETs	$	5,724		$	462
Diodes		5,684			5,668
Optoelectronic Components		6,325			8,866
Resistors & Inductors		14,454			30,530
Capacitors		10,510			24,113
Vishay Precision Group		3,684			9,998
Unallocated Selling, General, and Administrative Expenses		(51,359	)		(104,045	)
Restructuring and severance Costs		(12,090	)		(31,023	)
Settlement agreement gain		28,195			28,195
Executive employment agreement charge		(57,824	)		(57,824	)
Consolidated Operating Income (Loss)	$	(46,697	)	$	(85,060	)
Restructuring and severance costs:
MOSFETs	$	4,488		$	7,625
Diodes		2,239			4,561
Optoelectronic Components		1,154			2,903
Resistors & Inductors		118			7,201
Capacitors		612			3,842
Vishay Precision Group		1,390			1,869
Unallocated Selling, General, and Administrative Expenses		2,089			3,022
	$	12,090		$	31,023

- 7 - 

VISHAY INTERTECHNOLOGY, INC.
SelectedSegmentInformation
as recast to reflect the business segment realignment
(Unaudited - in thousands)

					Optoelectronic		Resistors &				Vishay Precision
	MOSFETs		Diodes		Components		Inductors		Capacitors		Group		Total
Fiscal quarter ended March 28, 2009:
Product sales	$	84,137	$	80,393	$	34,395	$	99,114	$	105,617	$	43,705	$	447,361
Royalty revenues		57		-		13		2,080		-		-	$	2,150
Total revenue	$	84,194	$	80,393	$	34,408	$	101,194	$	105,617	$	43,705	$	449,511
Gross Margin	$	2,620	$	4,765	$	5,789	$	21,992	$	18,807	$	14,051	$	68,024

	Fiscal quarter ended
	March 28, 2009
Operating margin reconciliation:
MOSFETs	$	(5,262	)
Diodes		(16	)
Optoelectronic Components		2,541
Resistors & Inductors		16,077
Capacitors		13,602
Vishay Precision Group		6,314
Unallocated Selling, General, and Administrative Expenses		(52,686	)
Restructuring and severance Costs		(18,933	)
Consolidated Operating Income (Loss)	$	(38,363	)
Restructuring and severance costs:
MOSFETs	$	3,137
Diodes		2,322
Optoelectronic Components		1,749
Resistors & Inductors		7,083
Capacitors		3,230
Vishay Precision Group		479
Unallocated Selling, General, and Administrative Expenses		933
	$	18,933

- 8 - -

VISHAY INTERTECHNOLOGY, INC.
SelectedSegmentInformation
as recast to reflect the business segment realignment
(Unaudited - in thousands)

					Optoelectronic		Resistors &				Vishay Precision
	MOSFETs		Diodes		Components		Inductors		Capacitors		Group		Corporate / Other		Total
Year ended December 31, 2008:
Product sales	$	645,712	$	577,614	$	235,317	$	602,665	$	516,207	$	241,700	$	-	$	2,819,215
Royalty revenues		2,162		-		21		813		-		-		-	$	2,996
Total revenue	$	647,874	$	577,614	$	235,338	$	603,478	$	516,207	$	241,700	$	-	$	2,822,211
Gross Margin	$	137,931	$	100,390	$	57,317	$	146,999	$	74,421	$	79,909	$	-	$	596,967
Depreciation expense		55,344		37,871		16,238		38,612		43,025		8,410		347	$	199,847
Interest expense		79		218		265		103		1,516		57		36,430	$	38,668
Capital expenditures		45,653		33,185		13,719		28,559		23,425		7,391		62	$	151,994
Total Assets as of December 31, 2008:		605,335		550,196		146,432		545,247		665,756		254,863		48,131	$	2,815,960

- 9 -

	Year ended
	December 31, 2008
Operating margin reconciliation:
MOSFETs	$	88,310
Diodes		72,162
Optoelectronic Components		41,927
Resistors & Inductors		119,649
Capacitors		46,307
Vishay Precision Group		40,570
Unallocated Selling, General, and Administrative Expenses		(261,323	)
Restructuring and severance Costs		(62,537	)
Asset write-downs		(5,073	)
Goodwill impairment		(1,696,174	)
Indefinite-lived intangible impairment		(27,000	)
Loss on purchase commitments		(6,024	)
Gain on sale of building		4,510
Terminated tender offer costs		(4,000	)
Consolidated Operating Income (Loss)	$	(1,648,696	)
Restructuring and severance costs:
MOSFETs	$	9,879
Diodes		7,866
Optoelectronic Components		6,360
Resistors & Inductors		18,803
Capacitors		7,546
Vishay Precision Group		6,349
Unallocated Selling, General, and Administrative Expenses		5,734
	$	62,537
Asset write-downs:
MOSFETs	$	-
Diodes		613
Optoelectronic Components		-
Resistors & Inductors		4,460
Capacitors		-
Vishay Precision Group		-
	$	5,073
Goodwill impairment:
MOSFETs	$	594,951
Diodes		295,738
Optoelectronic Components		153,263
Resistors & Inductors		178,056
Capacitors		380,701
Vishay Precision Group		93,465
	$	1,696,174
Indefinite-lived intangible impairment:
MOSFETs	$	-
Diodes		15,000
Optoelectronic Components		-
Resistors & Inductors		3,824
Capacitors		8,176
Vishay Precision Group		-
	$	27,000

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