What changed in this filing

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Item 1. Business

2024-02-16 compared with 2023-02-22 · 53 added, 75 removed, 542 unchanged (19% of the section changed)

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The Vishay Story

For almost six decades we have been building what we call The DNA of tech.

For over six decades we have been building what we call The DNA of tech.

The Vishay journey began with one man, the late Dr.

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We also target strategic acquisitions of businesses with technology and engineering capabilities that we can further develop and commercialize to

grow our business.

grow our business and key niche suppliers that allow us to vertically integrate our supply chain.

Strong Free Cash Flow Generation

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Due to our strong

operational management, cost control measures, efficient capital expenditures, broad product portfolio, and strong market position, we have generated positive “free cash” in each of the past 26 years and “free cash” in excess of $80 million in each

of the past 21 years.

We expect the benefits of our restructuring and other cost cutting measures (see “Cost Management” included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) to contribute to

our “free cash” generation going forward.

Our aggressive capital expenditure plans for

2023 - 2025 have limited and will limit "free cash" generation over that time frame.

Financial Strength and Flexibility

As of December 31, 2023, our cash and short-term investment balance exceeded our debt balance by $190.3 million.

We also maintain a credit facility, which provides a revolving commitment of up to $750 million through June 5, 2024, of which $707.1 million was available as of December 31,

Our net cash position and short-term investment balance, available revolving commitment, and strong “free cash” flow generation provide financial strength and flexibility and reduce our exposure to future economic uncertainties.

We also maintain a credit facility, which provides a revolving commitment of up to $750 million through May 8, 2028, of which substantially all was available as of December

Our net cash position and short-term investment balance, available revolving commitment, and “free cash” flow generation provide financial strength and flexibility and reduce our exposure to future economic uncertainties.

Our Key Challenges

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management and operating infrastructure.

Recent Events:

COVID-19 Pandemic

The COVID-19 pandemic continues to have an adverse global impact, while the widespread economic impact on Vishay was temporary, as evidenced by our revenues since the

beginning of 2021.

The negative impacts on Vishay included disruptions in our ability to manufacture products, disruptions in the operations of our customers, and disruptions in shipping, which contributed to higher costs.

Similar disruptions

have occurred on a more limited scale and may continue to occur.

To continue to be successful, we will need to continue to adapt our business and operations for the impacts of the COVID-19 pandemic and potential future coronavirus outbreaks and

the mitigation efforts by governments to attempt to control their spread.

Recent Events:

Supply Chain Disruption

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It also includes certain businesses that possess

technologies which we expect to further develop and commercialize.

technologies which we expect to further develop and commercialize and key niche suppliers that allow us to vertically integrate our supply chain.

Cost Management

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We consider any product which is completely interchangeable with a competitor’s product to be a “commodity product.” Commodity products serve many markets.

products generally comprise about 35% to 40% of our annual revenues.

commodity products comprised 31% of our revenues.

We consider any of our standard products that may be sold to multiple customers, which is not completely interchangeable with a competitor’s product, to be a

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Non-commodity products typically serve a particular end-use market.

Non-commodity products generally comprise

about 40% to 45% of our annual revenues.

For 2023, non-commodity products comprised

47% of our revenues.

We also sell several custom products.

Usually, a custom product is designed for a specific customer, and such part number is sold to only that customer.

products generally comprise about 20% to 25% of our annual revenues.

custom products comprised 22% of our revenues.

We evaluate our level of product innovation by measuring how much of our revenue is derived from products developed in the previous five years.

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on October 28, 2022 adds leading edge silicon and silicon carbide technology to our MOSFETs product line.

Commodity products generally comprise about 55% to 60% of our annual MOSFETs segment revenues.

Non-commodity products generally comprise about 30% to 35% of our

annual MOSFETs segment revenues.

Custom products generally comprise 10% to 15% of our annual MOSFETs segment revenues.

Approximately 30% of our annual MOSFETs segment revenues are generated by products that were developed in the previous five

Our pending acquisition of Nexperia's Newport fab is expected to enhance the manufacturing

capacity and capabilities of our MOSFETs segment.

In 2023, commodity products comprised 45% of our annual MOSFETs segment revenues.

Non-commodity products comprised 42% of our annual MOSFETs segment revenues.

products comprised 13% of our annual MOSFETs segment revenues.

Approximately 30% of our annual MOSFETs segment revenues were generated by products that were developed in the previous five years.

Diodes Segment

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modules can be customized to fit in different customer design requirements.

Commodity products generally comprise about 55% to 60% of our annual Diodes segment revenues.

Non-commodity products generally comprise about 25% to 30% of our annual

Diodes segment revenues.

Custom products generally comprise about 15% to 20% of our annual Diodes segment revenues.

Approximately 30% of our annual Diodes segment revenues are generated by products that were developed in the previous five years.

In 2023, commodity products comprised 55% of our annual Diodes segment revenues.

Non-commodity products comprised 26% of our annual Diodes segment revenues.

products comprised 19% of our annual Diodes segment revenues.

Approximately 30% of our annual Diodes segment revenues were generated by products that were developed in the previous five years.

Optoelectronic Components Segment

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Approximately 25% of our annual Optoelectronic Components segment revenues

are generated by products that were developed in the previous five years.

were generated by products that were developed in the previous five years.

Passive Components

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(current sensing) or divert current flow (shunting).

Commodity products generally comprise about 20% to 25% of our annual Resistors segment revenues.

Non-commodity products generally comprise about 50% to 55% of our

annual Resistors segment revenues.

Custom products generally comprise about 25% to 30% of our annual Resistors segment revenues.

Approximately 15% of our annual Resistors segment revenues are generated by products that were developed in the

previous five years.

In 2023, commodity products comprised 19% of our annual Resistors segment revenues.

Non-commodity products comprised 53% of our annual Resistors segment revenues.

Custom products comprised 28% of our annual Resistors segment revenues.

Approximately 15% of our annual Resistors segment revenues were generated by products that were developed in the previous five years.

Inductors Segment

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Substantially all of our Inductors segment products are non-commodity or custom products.

Approximately 20% of our annual Inductors segment revenues are generated by

Approximately 15% of our annual Inductors segment revenues were generated by

products that were developed in the previous five years.

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Our wet tantalum and MicroTan™ technologies are market leaders.

Commodity products generally comprise about 30% to 35% of our annual Capacitors segment revenues.

Non-commodity products generally comprise about 45% to 50% of our

annual Capacitors segment revenues.

Custom products generally comprise about 15% to 20% of our annual Capacitors segment revenues.

Approximately 25% of our annual Capacitors segment revenues are generated by products that were developed in the

previous five years.

In 2023, commodity products comprised 28% of our annual Capacitors segment revenues.

Non-commodity products comprised 48% of our annual Capacitors segment revenues.

Custom products comprised 24% of our annual Capacitors segment revenues.

Approximately 30% of our annual Capacitors segment revenues were generated by products that were developed in the previous five years.

Military Qualifications

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These design centers are located predominantly in the United States, Germany,

Italy, Israel, the People’s Republic of China, France, and the Republic of China (Taiwan).

Italy, Israel, Ireland, the People’s Republic of China, France, and the Republic of China (Taiwan).

We also employ research and development personnel and promote programs at a number of our production facilities to develop new products and new applications of

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Many of our employees outside the United States are members of workers councils or unions or otherwise subject to collective bargaining agreements.

Employees at one

Employees at one small U.S.

facility, representing less than 1% of our U.S.

workforce, are represented by a trade union.

We consider our relations with our employees to be good.

Our future success is substantially dependent on our ability to attract and retain highly qualified technical and administrative personnel.

In order to prepare for the future Vishay introduced ViTal, a talent management program.

Every year a diverse cross-cultural, cross-regional and cross-functional

group of young individuals is being identified to prepare for higher leadership roles.

During 2022, we began the implementation of a global human capital management system, replacing diverse local systems throughout our organization, to

manage employee data more effectively and efficiently, allowing us to make better decisions related to our people.

To identify and develop future leaders Vishay established a global Vishay Academy.

Employee development programs focus on offering individual and group learning to

maintain profitable business growth while also increasing speed and agility to meet customer demand.

Global training and development programs include courses in leadership development, P&L management, business finance for non-finance leaders,

distance leadership / global matrix management.

A robust succession plan for the top 200 positions in the organization and levels below has also been created.

A specialist career model also provides development opportunities for technical roles

in parallel to management careers.

Vishay has accelerated a global continuous improvement program to ensure increase of efficiencies and product quality through employee participation.

Throughout the COVID-19 pandemic, Vishay continued to deliver training and development courses.

To protect our employees, courses were delivered online, including

live events for all employees.

Communication from executive management has played an important role to regularly inform employees and keep them engaged.

As part of our executive transition effective January 1, 2023, we have implemented certain organizational and structural changes.

As part of this

effort, we have flattened the organizational structure and re-defined some leadership roles.

We are pushing down decision making into the organization to empower our leaders and to facilitate timely action, and are aligning incentive

compensation to better correspond to personal and company growth and profitability initiatives.

We consider our relations with our employees positive, fair, and equitable.

Our greatest assets are our employees, and our continued success depends on our ability to attract, retain, and develop high levels of talent across

the organization.

Each person and each role plays a critical role in our success.

Vishay continuously invests in its people through diverse training offerings, networking opportunities, and a commitment to developing life and

professional skills.

Employee development programs offer individual and group learning to maintain profitable business growth while increasing speed and agility.

Organizationally, Vishay continues to evolve and change to meet or exceed customer and market demands, requiring heightened collaboration and

We continue to embed a high-performance culture whereby employees are encouraged to surface ideas, employ continuous improvement attitudes, and work together to achieve our organizational goals.

Training and communication efforts have

been implemented to ensure all employees know what is expected of them.

The first phase of implementing a global human capital management system was completed in late 2023 to support our international workforce's communication, development, and

efficient business processes.

During 2023, resources were added to lead the global functions of Talent Acquisition and Total Rewards to refine our focus on attracting and

nurturing key talent.

Incentive compensation programs have been revised to create a unified focus on profitable growth.

Organizational and structural changes that have allowed us to flatten the organizational structure and redefine some

leadership roles continue to be implemented.

We empower our employees by pushing down decision-making, and in turn, we speed up decision-making across the organization.

Regulatory Compliance

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Related Party Transactions Policy

Ethics Helpline

To view these documents, access ir.vishay.com and click on “Corporate Governance.”

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business