What changed in this filing

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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-22 · 605 added, 524 removed, 1627 unchanged (41% of the section changed)

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Certifications

The certifications of our CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K.

We have also filed with the New York Stock Exchange the most recent Annual Certification as required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.

have also filed with the New York Stock Exchange the most recent Annual Certification as required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules

13a-15(f) and 15d-15(f).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the 2013 framework set forth in Internal Control –

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Opinion on Internal Control over Financial Reporting

We have audited Vishay Intertechnology, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO

We have audited Vishay Intertechnology, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the

COSO criteria).

In our opinion, Vishay Intertechnology, Inc.

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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal

control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control

over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

We conducted our audit in accordance with the standards of the PCAOB.

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whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating

the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

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OTHER INFORMATION

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted

or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended December

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed June 13, 2018.

Global Note, representing Vishay Intertechnology, Inc.'s 2.25% Senior Convertible Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.5).

Incorporated by reference to Exhibit 4.2 to our current report on Form 8-K,

filed on June 13, 2018.

of Capital Stock.

Incorporated by reference to Exhibit 4.1 to our quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2022.

Form of Global

Note, representing Vishay Intertechnology, Inc.'s 2.25% Senior Convertible Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.5).

Incorporated by reference to Exhibit 4.2 to our current report on Form 8-K, filed on

June 13, 2018.

Description of Capital Stock.

Incorporated by reference to Exhibit 4.1

to our quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2022.

Supplemental Indenture, dated as of December 23, 2020, by and between Vishay Intertechnology, Inc.

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Incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed January 5, 2021.

and restated Vishay Intertechnology 162(m) Cash Bonus Plan.

Indenture, dated as of September 12, 2023, by and between

Vishay Intertechnology, Inc.

and HSBC Bank USA, National Association, as Trustee.

Incorporated by reference to Exhibit 4.1 in our current report on Form 8-K filed September 12, 2023.

Form of Global Note, representing Vishay

Intertechnology, Inc.'s 2.25% Senior Convertible Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

Incorporated by reference to Exhibit 4.2 in our current report on Form 8-K filed September 12, 2023.

restated Vishay Intertechnology 162(m) Cash Bonus Plan.

Incorporated by reference to Annex A to our Proxy Statement, dated March 31, 2017, for our 2017 Annual Meeting of Stockholders.

and Restated Vishay Intertechnology, Inc.

Restated Vishay Intertechnology, Inc.

2007 Stock Incentive Program.

Incorporated by reference to Annex A to our definitive proxy statement, dated April 4, 2014, for our 2014 Annual Meeting of Stockholders.

Amended and Restated Vishay Intertechnology,

Amended and Restated Vishay Intertechnology, Inc.

Stock Incentive Program (Including Restated Annex A – Israel).

Incorporated by reference to Exhibit 10.3 to our annual report on Form 10-K for the year ended December 31, 2022.

Vishay Intertechnology, Inc.

2023 Long-Term

Incentive Plan.

Incorporated by reference to Annex A to our definitive proxy statement, dated April 4, 2023, for our 2023 Annual Meeting of Stockholders.

agreement, dated January 1, 2004, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Dr.

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Employment Agreement, dated August 28, 2011, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Dr.

Incorporated by reference to Exhibit 10.3 to our quarterly report on Form

10-Q for the fiscal quarter ended October 1, 2011.

Employment Agreement, dated July 1, 2021, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Electronic GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), and

Incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q

for the fiscal quarter ended October 1, 2011.

Incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q for the fiscal quarter ended July 3, 2021.

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(a wholly owned subsidiary of Vishay Intertechnology, Inc.) and Marc Zandman.

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the fiscal

quarter ended October 2, 2004.

Employment Agreement, dated August 8, 2010, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.) and Marc Zandman.

Incorporated by reference to Exhibit 10.6 to our quarterly report on Form 10-Q for the

fiscal quarter ended July 3, 2010.

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the fiscal quarter

ended October 2, 2004.

Employment Agreement, dated August 8, 2010, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.) and Marc Zandman.

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the

fiscal quarter ended October 1, 2011.

Incorporated by reference to Exhibit 10.6 to our quarterly report on Form 10-Q for the fiscal

quarter ended July 3, 2010.

Amendment to Employment Agreement, dated August 30, 2011, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.) and Marc

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2011.

Employment Agreement, dated February 23, 2021, between Vishay Israel Ltd.

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Form 8-K, filed on February 16, 2018.

Amendment to Employment Agreement between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay

Intertechnology, Inc., and Joel Smejkal dated May 20, 2020.

Amendment to Employment Agreement between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology,

Inc., and Joel Smejkal dated May 20, 2020.

Incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q for the fiscal quarter ended July 4, 2020.

Second Amendment

to Employment Agreement, dated February 23, 2021, between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.6 to

our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Restated Employment Agreement, dated July 14, 2022, between Vishay Dale Electronics LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.2 to

our current report on Form 8-K, filed July 18, 2022.

Second Amendment to

Employment Agreement, dated February 23, 2021, between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.6 to our

quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Amended and Restated

Employment Agreement, dated July 14, 2022, between Vishay Dale Electronics LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.2 to our

current report on Form 8-K, filed July 18, 2022.

Agreement, dated February 15, 2018, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Lori Lipcaman.

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2022, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Lori Lipcaman.

Incorporated by reference to Exhibit 10.3 to our current report on Form 8-K, filed

July 18, 2022.

Incorporated by reference to Exhibit 10.3 to our current report on Form 8-K, filed July

Conditions of Johan Vandoorn Employment Agreement, dated January 16, 2012.

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Incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Transition Agreement, dated July 15, 2022, between

Vishay Capacitors Belgium NV (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Johan Vandoorn.

Transition Agreement, dated July 15, 2022, between Vishay

Capacitors Belgium NV (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Johan Vandoorn.

Incorporated by reference to Exhibit 10.8 to our quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2022.

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(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and David Valletta.

Incorporated by reference to Exhibit 10.3 to our current

report on Form 8-K, filed on February 16, 2018.

Incorporated by reference to Exhibit 10.3 to our current report

on Form 8-K, filed on February 16, 2018.

Amendment to Employment Agreement, dated February 23, 2021, between Vishay Americas, Inc.

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to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Transition Agreement, dated July 15, 2022, between

Vishay Americas, Inc.

Transition Agreement, dated July 15, 2022, between Vishay

Americas, Inc.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and David Valletta.

Incorporated by reference to Exhibit 10.9 to our quarterly report on Form 10-Q for the fiscal quarter

ended October 1, 2022.

Incorporated by reference to Exhibit 10.9 to our quarterly report on Form 10-Q for the fiscal quarter ended October

Agreement, dated February 15, 2018, between Vishay Singapore Pte.

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to Exhibit 10.5 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021 .

Transition Agreement, dated July 15, 2022, between

Vishay Singapore Pte.

Agreement, dated July 15, 2022, between Vishay Singapore Pte.

(an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Clarence Tse.

Incorporated by reference to Exhibit 10.10 to our quarterly report on Form 10-Q for the

fiscal quarter ended October 1, 2022.

Incorporated by reference to Exhibit 10.10 to our

quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2022.

Agreement between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeffrey Webster dated May 20, 2020.

Incorporated by reference to Exhibit 10.2 to our quarterly report on

Form 10-Q for the fiscal quarter ended July 4, 2020.

Amendment to Employment Agreement, dated February 23, 2021, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeffrey Webster.

Incorporated by reference to Exhibit

10.7 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Restated Employment Agreement, dated July 14, 2022, between Vishay Israel Ltd.

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form

10-Q for the fiscal quarter ended July 4, 2020.

First Amendment to Employment Agreement, dated February 23, 2021, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.),

Vishay Intertechnology, Inc., and Jeffrey Webster.

Incorporated by reference to Exhibit 10.7 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Amended and Restated Employment Agreement, dated July 14,

2022, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeff Webster.

Incorporated by reference to Exhibit 10.4 to our

current report on Form 8-K, filed July 18, 2022.

Incorporated by reference to Exhibit 10.4 to our current report on Form 8-K, filed July 18, 2022.

Employment Agreement, dated July 14, 2022, between

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Amendment to Employment Agreement, dated February 23, 2021, between Vishay Electronic GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Andreas Randebrock.

Incorporated by

reference to Exhibit 10.8 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Incorporated by reference

to Exhibit 10.8 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Second Amendment to Employment Agreement, dated July 14,

2022, between Vishay Electronic GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Andreas Randebrock.

Incorporated by reference to Exhibit 10.6 to our current report on Form

8-K, filed July 18, 2022.

Incorporated by reference to Exhibit 10.6 to our current report on Form 8-K,

filed July 18, 2022.

Second Amended and Restated Employment Agreement, dated

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and JPMorgan Chase Bank, N.A., as administrative agent and the lenders and other parties thereto.

Incorporated by reference to Exhibit 10.1 to our current report on

Form 8-K filed June 5, 2019.

Incorporated by reference to Exhibit 10.1 to our current report on Form

8-K filed June 5, 2019.

Amendment No.

1 to Credit Agreement, dated as of September 20, 2019, among Vishay Intertechnology, Inc.

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quarterly report on Form 10-Q for the fiscal quarter ended September 28, 2019.

Intertechnology, Inc.

Form of Executive Officer Restricted Stock Unit Agreement.

Incorporated by reference to Exhibit 10.45 to our 2019 annual report on Form 10-K.

Intertechnology, Inc.

Amendment and Restatement Agreement, dated as of May 8,

2023 among Vishay Intertechnology, Inc.

and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto.

Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed May 8, 2023.

Vishay Intertechnology, Inc.

Form of Executive Officer Restricted Stock Unit

Incorporated by reference to Exhibit 10.1 in our quarterly report on Form 10-Q for the fiscal quarter ended April 1, 2023.

Vishay Intertechnology, Inc.

Form of Non-Employee Director Restricted Stock Unit Agreement.

Incorporated by reference to Exhibit 10.48 to our 2019 annual report on Form 10-K.

Incorporated by reference to Exhibit 10.48 to our 2019 annual

report on Form 10-K.

Intertechnology, Inc.

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Incorporated by reference to Exhibit 10.50 to our 2019 annual report on Form 10-K.

Vishay Intertechnology, Inc.

Non-Employee Director Compensation

Intertechnology, Inc.

Non-Employee Director Compensation Plan.

Incorporated by reference to Exhibit 10.44 to our 2020 annual report on Form 10-K.

of Future Deferred Remuneration Arrangement of Vishay Israel Ltd.

Form of Future Deferred Remuneration Arrangement of Vishay

(a wholly owned subsidiary of Vishay Intertechnology, Inc.).

Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 28, 2021.

Form of Base Capped

Call Confirmation.

Incorporated by reference to Exhibit 10.1 in our current report on Form 8-K filed September 12, 2023.

Form of Additional Capped Call Confirmation.

by reference to Exhibit 10.2 in our current report on Form 8-K filed September 12, 2023.

of Phantom Stock Award Agreement.

Form of Non-Employee Director RSU

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting

Certification pursuant to Rules 13a-15(e) or

15d-15(e) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.

Certification pursuant to Rules 13a-15(e) or

15d-15(e) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.

Certification pursuant to Rules 13a-15(e) or 15d-15(e)

under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.

Certification pursuant to Rules 13a-15(e) or 15d-15(e)

under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.

Certification Pursuant to 18 U.S.C.

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adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.

Intertechnology, Inc.

Dodd-Frank Clawback Policy

Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2023, furnished in iXBRL (Inline eXtensible Business Reporting Language)).

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Abraham Ludomirski

/s/ John Malvisi

February 16, 2024

/s/ Ziv Shoshani

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financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for

each of the three years in the period ended December 31, 2022, in conformity with U.S.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each

of the three years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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customers, primarily distributors, for product returns, scrap allowance, “stock, ship and debit”, and price protection programs with those customers.

Auditing management’s sales returns and allowances accruals specifically related to the scrap allowance and “stock, ship and debit” programs involved a high degree of subjectivity due to the significant judgment required in evaluating

management’s estimates of future credits that will be issued to customers for sales that were recognized during the period.

In particular, the estimates were sensitive to significant assumptions such as the amount of future credits that are

expected to be provided to the customers.

Auditing management’s sales returns and allowances accruals specifically related to the scrap allowance and “stock, ship and debit” programs was especially challenging because of the judgement used by management to determine the amount of

future credits that will be issued to customers for sales that were recognized during the period.

Estimating the scrap allowance and "stock, ship and debit" accrual involves the application of models which require management to make certain

assumptions including historical customer credit rates.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s sales returns and

allowances review process for the scrap allowance and “stock, ship and debit” programs.

For example, we tested controls over management’s review of the significant assumptions described above.

allowances review process for the scrap allowance and “stock, ship and debit” programs, including testing controls over management’s review of the reserve calculation and the underlying assumptions used to develop the estimates.

To test the estimated sales returns and allowances accruals for the scrap allowance and “stock, ship and debit” programs, we

performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analyses.

inspected contracts with customers in evaluating whether the assumptions used by management agreed with the terms and conditions of the contracts.

In addition, we compared the significant assumptions used by management to actual historical

credit experience.

We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the accruals that would result from changes in the significant

performed audit procedures that included, among others, assessing methodologies and testing the assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analyses.

We inspected contracts

with customers in evaluating whether the assumptions used by management agreed with the terms and conditions of the contracts.

In addition, we compared the assumptions used by management to actual historical credit experience.

assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the accruals that would result from changes in the assumptions.

/s/ Ernst & Young LLP

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Treasury stock (at cost):

and zero common shares

and 4,240,573 common shares

Accumulated other comprehensive income (loss)

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Selling, general, and administrative expenses

Restructuring and severance costs

Operating income

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Depreciation and amortization

(Gain) loss on disposal of property and equipment

Accretion of interest on convertible debt instruments

Gain on disposal of property and equipment

Inventory write-offs for obsolescence

Pensions and other postretirement benefits, net of contributions

Stock compensation expense

Loss on early extinguishment of debt

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Proceeds from sale of property and equipment

Purchase of businesses, net of cash acquired

Purchase of and deposits for businesses, net of cash acquired

Purchase of short-term investments

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Financing activities

Net proceeds on revolving credit facility

Proceeds from long-term borrowings

Repurchase of convertible debt instruments

Net proceeds (payments) on revolving credit facility

Debt issuance costs

Cash paid for capped call

Dividends paid to common stockholders

Dividends paid to Class B common stockholders

Net changes in short-term borrowings

Repurchase of common stock held in treasury

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Cash withholding taxes paid when shares withheld for vested equity awards

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

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Cumulative effect of accounting change for adoption of ASU 2020-06

Other comprehensive income

Other comprehensive income (loss)

Distributions to noncontrolling interests

Conversion of Class B shares ( 261

Temporary equity reclassifications

Issuance of stock and related tax withholdings for vested restricted stock units ( 149,722 shares)

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Stock compensation expense

Repurchase of convertible debt instruments

Balance at December 31, 2021

Cumulative effect of accounting change for adoption of ASU 2020-06

Other comprehensive income (loss)

Other comprehensive income

Distributions to noncontrolling interests

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Stock compensation expense

Repurchase of common stock held in treasury ( 4,240,573 shares)

Balance at December 31, 2022

Other comprehensive income (loss)

Other comprehensive income

Distributions to noncontrolling interests

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Stock compensation expense

Repurchase of common stock held in treasury ( 4,240,573 shares)

Repurchase of common stock held in treasury ( 3,295,308

Capped call transactions, net of tax

Balance at December 31, 2023

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Vishay Intertechnology, Inc.

(“Vishay” or the “Company”) manufactures one of the world’s

largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets.

(“Vishay” or the “Company”) manufactures

one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, military, aerospace, medical, power supplies, telecommunications, consumer

products, and computing end markets.

Semiconductors include MOSFETs, diodes, and optoelectronic components.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates

and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and

assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Actual results could differ significantly from those estimates.

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consolidated subsidiaries in which the Company’s ownership is less than 100 percent, the outside stockholders’ interests are shown as

noncontrolling interest in the accompanying consolidated balance sheets.

noncontrolling interests in the accompanying consolidated balance sheets.

Investments in affiliates over which the Company has significant influence but not a controlling interest are carried on the equity basis.

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The Company recognizes revenue from contracts with customers when it satisfies the performance obligations within the contract.

The Company has framework agreements

with many of its customers that contain the terms and conditions of future sales, but do not create enforceable rights or obligations.

The Company has framework agreements with

many of its customers that contain the terms and conditions of future sales, but do not create enforceable rights or obligations.

For revenue recognition purposes, the Company considers the combined purchase orders and the terms and conditions

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Accordingly, the Company does not recognize a financing component of the transaction price.

Revenue is measured based on the consideration specified in contracts with customers, and excludes any sales incentives and amounts collected on behalf of third

Revenue is measured based on the consideration specified in contracts with customers, and excludes any sales incentives and amounts collected on behalf of third parties.

The Company recognizes revenue when it satisfies its performance obligations.

The Company analyzes its contracts to determine whether the promise in the contract to construct and transfer goods to the customer is a performance obligation

that will be satisfied over time or at a point in time.

When the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date, the Company

transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time.

The Company has a limited number of contracts for custom products that meet the criteria to recognize revenue over

The Company analyzes its contracts to determine whether the promise in the contract to construct and transfer goods to the customer is a performance obligation that will be

satisfied over time or at a point in time.

When the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date, the Company transfers

control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time.

The Company has a limited number of contracts for custom products that meet the criteria to recognize revenue over time.

The Company's contracts contain two performance

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The delivery of products performance obligation is satisfied and product sales revenue is recognized when the customer takes control of the products.

Warranty revenue is deferred and the warranty protection performance obligation

is satisfied and revenue is recognized over the warranty period, which is typically less than twenty four months from sale to end

Warranty revenue is deferred and the warranty protection performance obligation is

satisfied and revenue is recognized over the warranty period, which is typically less than twenty four months from sale to end customer.

The warranty deferred revenue liability is recorded within Other Accrued Expenses and Other Liabilities on the accompanying consolidated balance sheets.

The deferred revenue balance associated with the service-type warranty performance

obligations and the components that comprise the change in the deferred revenue balance are not significant.

The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies, which

manufacture for OEMs on an outsourcing basis, and independent distributors that maintain large inventories of electronic components for resale to OEMs and EMS companies.

The deferred revenue balance associated with the service-type warranty performance obligations and

the components that comprise the change in the deferred revenue balance are not significant.

The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies, which manufacture

for OEMs on an outsourcing basis, and independent distributors that maintain large inventories of electronic components for resale to OEMs and EMS companies.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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The Company recognizes revenue on sales to distributors when the distributor takes control of the products ("sold-to" model).

The Company has agreements with

distributors that allow distributors a limited credit for unsaleable products, which it terms a "scrap allowance." Consistent with industry practice, the Company also has a "stock, ship and debit" program whereby it considers requests by distributors

for credits on previously purchased products that remain in distributors' inventory, to enable the distributors to offer more competitive pricing.

In addition, the Company has contractual arrangements whereby it provides distributors with protection

against price reductions initiated by the Company after product is sold by the Company to the distributor and prior to resale by the distributor.

The Company has agreements with distributors

that allow distributors a limited credit for unsaleable products, which it terms a "scrap allowance." Consistent with industry practice, the Company also has a "stock, ship and debit" program whereby it considers requests by distributors for credits on

previously purchased products that remain in distributors' inventory, to enable the distributors to offer more competitive pricing.

In addition, the Company has contractual arrangements whereby it provides distributors with protection against price

reductions initiated by the Company after product is sold by the Company to the distributor and prior to resale by the distributor.

The Company recognizes the estimated variable consideration to be received as revenue and records a related accrued expense for the consideration not expected to be

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upon sales levels to its distributors during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs.

While the Company utilizes a number of different methodologies to

estimate the accruals, all of the methodologies take into account sales levels to distributors during the relevant period, inventory levels at the distributors, current and projected market trends and conditions, recent and historical activity under

the relevant programs, changes in program policies, and open requests for credits.

The Company utilizes a number of different methodologies and considers

several factors when estimating the accruals.

Some of the factors considered include sales levels to distributors during the relevant period, inventory levels at the distributors, current and projected market trends and conditions, recent and

historical activity under the relevant programs, changes in program policies, and open requests for credits.

These procedures require the exercise of significant judgments.

The Company believes that it has a reasonable basis to estimate future credits under the programs.

The Company believes that it has a reasonable basis to estimate future credits

under the programs.

See sales returns and allowances accrual activity in Note 9.

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Internal staff are not paid commissions.

The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the product even if the shipping and handling activities

are performed after the customer obtains control.

The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the product even if the shipping and handling activities are

performed after the customer obtains control.

The Company does not evaluate whether shipping and handling activities are promised services to its customers.

If control transfers and revenue is recognized for the related products before the

shipping and handling activities occur, the related costs of those shipping and handling activities is accrued.

If control transfers and revenue is recognized for the related products before the shipping

and handling activities occur, the related costs of those shipping and handling activities is accrued.

The Company applies this accounting policy election consistently to similar types of transactions.

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development) aggregated $ 99,506 , $ 81,182 ,

and $ 70,861 , for the years ended December 31, 2022, 2021, and 2020, respectively.

and $ 77,377 , for the years ended December 31, 2023,

2022, and 2021,

respectively.

The Company spends additional amounts for the development of machinery and equipment for new processes and for cost reduction measures.

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Deferred taxes result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

Valuation allowances have been established

for deferred tax assets which the Company believes do not meet GAAP criteria of “more likely than not” to be realized.

This criterion requires a level of judgment regarding future taxable income, which may be revised due to changes in market

conditions, tax laws, or other factors.

Valuation allowances have been established for

deferred tax assets which the Company believes do not meet GAAP criteria of “more likely than not” to be realized.

This criterion requires a level of judgment regarding future taxable income, which may be revised due to changes in market conditions,

tax laws, or other factors.

If the Company’s assumptions and estimates change in the future, valuation allowances established may be increased, resulting in increased tax expense.

Conversely, if the Company is ultimately able to utilize

all or a portion of the deferred tax assets for which a valuation allowance has been established, then the related portion of the valuation allowance can be released, resulting in decreased tax expense.

Conversely, if the Company is ultimately able to utilize all or a

portion of the deferred tax assets for which a valuation allowance has been established, then the related portion of the valuation allowance can be released, resulting in decreased tax expense.

The Company and its subsidiaries are subject to income taxes in the U.S.

and numerous foreign jurisdictions.

Significant judgment is required in evaluating the

Company’s tax positions and determining its provision for income taxes.

Significant judgment is required in evaluating the Company’s

tax positions and determining its provision for income taxes.

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain.

The Company establishes reserves for

tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due.

These reserves are established when the Company believes that certain positions might be challenged despite the Company’s belief that its

tax return positions are fully supportable.

The Company adjusts these reserves in light of changing facts and circumstances and the provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered

The Company establishes reserves for tax-related

uncertainties based on estimates of whether, and the extent to which, additional taxes will be due.

These reserves are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return

positions are fully supportable.

These accruals for tax-related uncertainties are based on management’s best estimate of potential tax exposures.

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particular issue could increase the effective tax rate and may require the use of cash in the year of resolution.

The amount included in current liabilities on the accompanying consolidated balance sheets reflect only amounts expected to be settled

in cash within one year.

The amount included in current liabilities on the accompanying consolidated balance sheets reflect only amounts expected to be settled in

cash within one year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Allowance for Credit Losses

Effective January 1, 2020, the Company estimates its credit losses on financial instruments using a

current expected credit loss model.

Prior to January 1, 2020, the Company estimated its credit losses using an incurred loss impairment methodology, which was not materially different than the methodology adopted on January 1, 2020.

maintains an allowance for accounts receivable credit losses resulting from the inability of its customers to make required payments.

The Company estimates its credit losses on financial instruments using a current expected credit loss

The Company maintains an allowance for accounts receivable credit losses resulting from the inability of its customers to make required payments.

Payment terms for the Company's sales are generally less than ninety days.

Substantially all of the

Company's trade receivables are collected within twelve months of the transfer of products to the customer and the Company expects this to continue going forward.

The credit loss allowance is determined through an analysis of the aging of accounts

receivable and assessments of risk that are based on historical trends and an evaluation of the impact of current and projected economic conditions.

Receivables from customers with deteriorating financial condition and those over 180 days past due

are removed from the pool and evaluated separately.

Substantially all of the Company's trade receivables are collected within twelve months of the transfer of products to the customer and the Company expects this to continue going forward.

The credit loss allowance is determined through an analysis of

the aging of accounts receivable and assessments of risk that are based on historical trends and an evaluation of the impact of current and projected economic conditions.

Receivables from customers with deteriorating financial condition and those over

180 days past due are removed from the pool and evaluated separately.

Net credit loss expense for accounts receivable was $ 369 , $ 365 , and $ 384 for the years ended December 31, 2023 , 2022 , and 2021 , respectively.

The Company’s cash equivalents, short-term investments, and restricted investments are accounted for as held-to-maturity debt instruments, at amortized cost.

income on these instruments is recorded as Other income on the consolidated statements of operations and interest receivable is recognized as a separate asset and recorded in Prepaid expenses and other current assets on the consolidated balance

The Company’s cash equivalents, short-term investments, and restricted investments are accounted for as held-to-maturity debt instruments, at amortized

Interest income on these instruments is recorded as "Other income" on the consolidated statements of operations and interest receivable is recognized as a separate asset and recorded in "Prepaid expenses and other current assets" on the

consolidated balance sheets.

The Company has not experienced a credit loss on the principal or interest receivable of its cash equivalents, short-term investments, or restricted investments.

The Company pools its cash equivalents, short-term investments, and restricted

investments by credit rating of the issuing financial institution and estimates an allowance for credit losses based on the corporate bond default ratios, evaluation of the impact of current and projected economic conditions, and probability of

The Company pools its cash equivalents, short-term

investments, and restricted investments by credit rating of the issuing financial institution and estimates an allowance for credit losses based on the corporate bond default ratios, evaluation of the impact of current and projected economic

conditions, and probability of credit loss.

Net credit loss expense for cash equivalents, short-term investments, and restricted investments was immaterial for the years ended December 31, 2023 and 2022.

The Company does not measure an allowance for credit losses on interest receivable.

The Company does not measure an allowance for

credit losses on interest receivable.

Any uncollectible interest receivable is recognized by reversing interest income within the fiscal quarter that the interest becomes uncollectible.

The Company has an immaterial amount of other short-term held-to-maturity debt instruments recorded within Prepaid expenses and other current assets on the consolidated

balance sheets.

The Company analyzes these assets on a separate asset basis and estimates an allowance for credit losses based on historical credit loss rates and an evaluation of the impact of current and projected economic conditions.

loss expense for these other short-term held-to-maturity debt instruments was immaterial for the years ended December 31, 2022 and 2021.

Inventories are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value.

Inventories are adjusted for estimated obsolescence

and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.

Inventories are adjusted for estimated obsolescence and

written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.

Property and Equipment

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The estimated cost to complete construction in progress at December 31, 2023 was approximately $ 502,500 .

Included in the estimated cost to complete the Itzehoe, Germany 12-inch wafer fab construction project are costs for which there are currently

no contractual commitments to complete .

Included in the estimated cost to complete the Itzehoe, Germany 12-inch wafer fab construction project are certain costs for which there are

currently no contractual commitments to complete .

Depreciation expense was $ 174,457 , $ 155,864 ,

and $ 158,117 for the years ended December 31, 2022 , 2021, and 2020 ,

respectively.

and $ 159,247 for the years ended December 31, 2023 , 2022, and 2021 , respectively.

Gains and losses on the disposal of assets which do not qualify for presentation as discontinued operations are included in the determination of operating margin (within selling, general, and administrative expenses).

material gains and losses on disposal are separately disclosed in the notes to the consolidated financial statements.

Individually material gains and

losses on disposal are separately disclosed in the notes to the consolidated financial statements.

Commitments and Contingencies

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obligation and the amount and timing of the cash payments for that site are fixed or reliably determinable based upon information derived from the remediation plan for that site.

Accrued liabilities for environmental matters recorded at December 31,

2022 and 2021 do not

include claims against third parties.

Accrued liabilities for environmental matters recorded at December 31, 2023 and 2022 do not include claims

against third parties.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of a business acquired over the fair value of the related net assets at the date of acquisition.

Certain intangible assets

may be assigned indefinite useful lives.

Certain intangible assets may

be assigned indefinite useful lives.

Goodwill and indefinite-lived intangible assets are not amortized but rather are tested for impairment at least annually.

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The Company determines the fair value of the reporting unit and compares that fair value to the net book value of the reporting unit.

The fair value of the reporting

unit is determined using various valuation techniques, including a comparable companies market multiple approach and a discounted cash flow analysis (an income approach).

The fair value of the reporting unit

is determined using various valuation techniques, including a comparable companies market multiple approach and a discounted cash flow analysis (an income approach).

If the net book value of the reporting unit were to exceed the fair value, the

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indicate the carrying value may not be recoverable or the useful life has changed.

The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from such asset group are separately

identifiable and are less than the carrying value.

The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from such asset group are separately identifiable

and are less than the carrying value.

In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset group.

Fair market value is determined primarily using

present value techniques based on projected cash flows from the asset group.

Losses on long-lived assets held-for-sale, other than goodwill and indefinite-lived intangible assets, are determined in a similar manner, except that fair market values

are reduced for anticipated disposal costs.

Fair market value is determined primarily using present value

techniques based on projected cash flows from the asset group.

Losses on long-lived assets held-for-sale, other than goodwill and indefinite-lived intangible assets, are determined in a similar manner, except that fair market values are reduced for

anticipated disposal costs.

Available-for-Sale Securities

Short-term investments and other assets reported on the accompanying consolidated balance sheets include time deposits with financial institutions whose original

maturity exceeds three months, but less than one year that are classified as held-to-maturity instruments, and investments in marketable securities that are classified as available-for-sale instruments.

The available-for-sale instruments include

assets that are held in trust related to the Company’s non-qualified pension and deferred compensation plans (see Note 11) and assets that are intended to fund a portion of the Company’s other postretirement benefit obligations outside of the U.S.

These assets are reported at fair value, based on quoted market prices as of the end of the reporting period.

Short-term investments and other assets reported on the accompanying consolidated balance sheets include time deposits with financial institutions whose original maturity

exceeds three months, but less than one year that are classified as held-to-maturity instruments, and investments in marketable securities that are classified as available-for-sale instruments.

The available-for-sale instruments include assets that are

held in trust related to the Company’s non-qualified pension and deferred compensation plans (see Note 11) and assets that are intended to fund a portion of the Company’s other postretirement benefit obligations outside of the U.S.

These assets are

reported at fair value, based on quoted market prices as of the end of the reporting period.

Unrealized gains and losses are reported as "Other income (expense)" on the consolidated statements of operations.

At the time of sale, the

assets that are held in trust related to the Company’s non-qualified pension and deferred compensation plans, any gains (losses) calculated by the specific identification method are recognized as a reduction (increase) to benefits expense, within

selling, general, and administrative expenses.

At the time of sale, the assets that are

held in trust related to the Company’s non-qualified pension and deferred compensation plans, any gains (losses) calculated by the specific identification method are recognized as a reduction (increase) to benefits expense, within "Selling, general,

and administrative expenses" on the consolidated statements of operations.

Financial Instruments

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exchange for the award.

For RSUs with market conditions, the Company estimates the grant date fair value using a Monte Carlo valuation model and recognizes the expense for the awards over the period in which the condition is assessed regardless of

whether the market condition is ultimately achieved.

For awards subject to graded vesting, the Company recognizes expense over the service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.

The Company recognizes

compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes.

The Company recognizes compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes.

Foreign Currency Translation

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dollar as their functional currency.

For those subsidiaries where the local currency is the functional currency, assets and liabilities on the accompanying consolidated balance sheets have been translated

at the rate of exchange as of the balance sheet date.

For those subsidiaries where the local currency is the functional currency, assets and liabilities on the accompanying consolidated balance sheets have been translated at

the rate of exchange as of the balance sheet date.

Translation adjustments do not impact the consolidated results of operations and are reported as a separate component of stockholders’ equity.

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Self-Insurance Programs

The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability,

property damage, director and officers’ liability, and vehicle liability.

The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability, property

damage, director and officers’ liability, and vehicle liability.

As part of its self-insurance program for certain risks, the Company created a wholly-owned captive insurance entity in 2007.

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The Company leases assets in each region in which it operates.

The Company’s leases are generally denominated in the currency of the leased assets' location, which

may not be the functional currency of the subsidiary lessee.

The Company’s leases are generally denominated in the currency of the leased assets' location, which may

not be the functional currency of the subsidiary lessee.

Accordingly, the Company remeasures its lease liability and recognizes a transactional gain/loss for leases denominated in currencies other than the functional currency of the subsidiary

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Variable lease payments based on an index or rate are included in the right of use assets and lease liabilities based on the effective rates at lease commencement.

in the rates or indices do not impact the right of use asset or lease liability and are recognized as a component of lease expense in the consolidated statements of operations.

Variable lease payments not based on an index or rate are not included

in the initial right of use asset and lease liability and are recognized when incurred as a component of lease expense in the consolidated statements of operations.

the rates or indices do not impact the right of use asset or lease liability and are recognized as a component of lease expense in the consolidated statements of operations.

Variable lease payments not based on an index or rate are not included in

the initial right of use asset and lease liability and are recognized when incurred as a component of lease expense in the consolidated statements of operations.

The Company has elected to not separate contract consideration for lease and non-lease components for its building leases.

In addition to the noncancellable period of

a lease, the Company includes periods covered by extension options it is reasonably certain to exercise, termination options that it is reasonably certain not to exercise, and extension and termination options controlled by the lessor in its

In addition to the noncancellable period of a

lease, the Company includes periods covered by extension options it is reasonably certain to exercise, termination options that it is reasonably certain not to exercise, and extension and termination options controlled by the lessor in its

determination of the lease term.

The Company uses the rate implicit in the contract whenever possible when determining the applicable discount rate.

When the implicit rate is not used, the Company employs a portfolio approach based on the

duration of the lease.

When the implicit rate is not used, the Company employs a portfolio approach based on the duration

of the lease.

The portfolio lease rates are calculated monthly.

No individual lease is considered significant and there are no leases that have not yet commenced that are considered significant.

See Note 4 for additional information.

Restructuring and Severance Costs

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The Company recognizes other exit costs as incurred.

The Company paid cash of $ 11,474 in the

year ended December 31, 2021 due to a restructuring program announced in 2019.

The Company paid cash of $ 11,474 in the year

ended December 31, 2021 due to a restructuring program announced in 2019.

The program was substantially completed as of December 31, 2021.

Recent Accounting Pronouncements

Recent Accounting Guidance Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures .

The ASU adds reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, requires additional interim

disclosures, and requires other segment-related disclosures.

The ASU is effective for the Company for interim and annual periods beginning on or after January 1, 2024, with the ability to early adopt.

The Company adopted the ASU effective January

The adoption of the ASU will not impact the Company's reportable segments' results of operations or cash flows, but will increase its segment disclosures.

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation.

Such reclassifications had no effect on reported net earnings attributable

to Vishay stockholders, total assets, stockholders' equity, or the statements of cash flows.

Such reclassifications had no effect on reported net earnings attributable to

Vishay stockholders, total assets, stockholders' equity, or the statements of cash flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic components.

acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise.

It also includes

certain businesses that possess technologies which the Company expects to further develop and commercialize.

These acquisition targets

include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise.

It also includes certain businesses

that possess technologies which the Company expects to further develop and commercialize.

Year ended December 31, 2023

On October 28, 2022 , the Company acquired all of the

outstanding equity interests of MaxPower Semiconductor, Inc.

, ("MaxPower"), a San Jose, California-based fabless power semiconductor

provider dedicated to delivering innovative and cost-effective technologies that optimize power management solutions.

The acquisition of MaxPower will enhance Vishay's current and future silicon carbide ("SiC") offerings for fast-growing markets

such as electric vehicles.

The Company paid cash of $ 50,000 , net of

cash acquired, at closing.

Related to the transaction, the Company may also be required to make certain contingent payments of up to $ 57,500 ,

which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.

purchase price for U.S.

GAAP purposes includes the fair value, as of the acquisition date, of certain future contingent payments to non-employee equity holders of MaxPower.

The estimated fair value of this contingent consideration as of the

acquisition date was $ 6,851 .

The contingent consideration liability is included in other accrued expenses and other liabilities in the

accompanying balance sheet and is remeasured each reporting period, with changes reported as selling, general, and administrative expenses on the consolidated statement of operations.

See Note 18 for further discussion on the fair value

Neptune 6 Limited

On November 8, 2023 , Vishay and Nexperia BV announced that they have entered into an agreement whereby Vishay will acquire Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K.

for approximately $ 177,000 in cash, subject to customary post-closing adjustments.

On November 8, 2023, Vishay remitted $ 8,750 to an escrow account as a deposit for the acquisition.

Such amount is included within "Purchase of and deposits for businesses, net of cash acquired" on the consolidated

statement of cash flows.

To effect the transaction, Vishay will acquire a 100 %

interest in the legal entity Neptune 6 Limited , and its wholly-owned operating subsidiary, Nexperia Newport Limited, which owns and

operates the Newport facility.

The closing of the transaction is subject to U.K.

government review and customary closing conditions, and is expected to occur in the first quarter of 2024.

Centerline Technologies, LLC

On June 30, 2023 , the Company acquired substantially

all of the assets of Centerline Technologies, LLC ("Centerline"), a Massachusetts-based, privately held manufacturer of ceramic

components used in many custom parts manufactured by certain of Vishay's Resistors businesses, for $ 5,003 .

Based on an estimate of fair

values, the Company allocated $ 1,500 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to

the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $ 2,213

related to this acquisition.

The acquired business will be vertically integrated into the Company's Resistors segment, and the goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing.

results and operations of this acquisition have been included in the Resistors segment since June 30, 2023.

Year ended December 31, 2022

On October 28, 2022 , the Company acquired

all of the outstanding equity interests of MaxPower Semiconductor, Inc.

, ("MaxPower"), a San Jose, California-based fabless power

semiconductor provider dedicated to delivering innovative and cost-effective technologies that optimize power management solutions.

The acquisition of MaxPower will enhance Vishay's current and future silicon carbide ("SiC") offerings for

fast-growing markets such as electric vehicles.

The Company paid cash of $ 50,000 , net of cash acquired, at

The transaction also included possible contingent payments of up to $ 57,500 , which would be payable upon the achievement of

certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.

The purchase price for U.S.

GAAP purposes includes the

fair value, as of the acquisition date, of certain future contingent payments to non-employee equity holders of MaxPower.

The estimated fair value of this contingent consideration as of the acquisition date was $ 6,851 .

The contingent consideration liability is included in other accrued expenses and other liabilities in the accompanying balance sheet and is

remeasured each reporting period, with changes reported as "Selling, general, and administrative expenses" on the consolidated statements of operations.

A portion of contingent payments to be made to employee equity holders are deemed compensatory in nature.

Such payments made to employee equity holders

will be recognized as expense in future periods, and thus are not included in the U.S.

Such payments made to employee equity holders will be

recognized as expense in future periods, and thus are not included in the U.S.

GAAP purchase price.

Based on an estimate of their fair values pending finalization of an independent appraisal, the Company allocated $ 18,600 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to the assets acquired and liabilities assumed

based on a preliminary estimation of their fair values at the date of acquisition, the Company recorded goodwill of $ 36,885 related to

this acquisition.

The results and operation of this acquisition have been included in the MOSFETs segment since October 28, 2022.

The goodwill related to this acquisition will be included in the MOSFETs reporting unit for goodwill impairment testing.

The purchase price allocation for this acquisition is considered preliminary as the Company is awaiting further information

about the contingent payments, the finalization of an independent appraisal, and the finalization of a net working capital adjustment.

One of the contingencies was resolved in the fourth quarter of 2023, which resulted in no additional payments to the former employees and stockholders of MaxPower.

Significant developments occurred in another of the contingencies in January 2024.

The Company's estimate of the maximum possible contingent payments is $ 17,500 .

See Note 18 for further discussion on the fair value measurement of the contingent consideration liability.

Based on an estimate of their fair values, the Company allocated $ 18,600 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of

their fair values at the date of acquisition, the Company recorded goodwill of $ 34,246 related to this acquisition.

The results and

operation of this acquisition have been included in the MOSFETs segment since October 28, 2022.

The goodwill related to this acquisition is included in the MOSFETs reporting unit for goodwill impairment testing.

Year ended December 31, 2021

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The goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing.

Year ended December 31, 2020

On October 1, 2020 , the Company acquired the worldwide

business and substantially all of the U.S.

assets of Applied Thin-Film Products , a California-based, privately-held manufacturer of

custom, build-to-print thin film substrates for the microwave, fiber optic, and life science industries.

Concurrently, a Chinese subsidiary of Applied Thin-Film Products entered into an agreement to sell certain inventory and equipment to a

subsidiary of Vishay, which was completed on June 30, 2021.

The total acquisition price was $ 25,852 .

Based on an estimate of their fair

values, the Company allocated $ 10,800 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to

the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $ 6,548

related to this acquisition.

The results and operations of this acquisition have been included in the Resistors segment since October 1, 2020.

The goodwill related to this acquisition is included in the Resistors reporting unit for goodwill

impairment testing.

Had these acquisitions occurred as of the beginning of the periods presented in these consolidated financial statements, the pro forma statements of operations would not

be materially different than the consolidated statements of operations presented.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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The Company performs its annual goodwill impairment test as of the first day of the fiscal fourth quarter.

No impairment was identified as a result of the Company's

annual impairment tests for 2022, 2021,

No impairment was identified as a result of the Company's annual impairment tests for 2023,

2022, and 2021.

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2023 and 2022 were as follows:

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Balance at December 31, 2021

Barry Industries acquisition

MaxPower acquisition

Exchange rate effects

Balance at December 31, 2022

MaxPower acquisition

Exchange rate effect

Centerline acquisition

Purchase price allocation adjustment

Exchange rate effects

Balance at December 31, 2023

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The Company paid $ 28,164 , $ 24,074 , and $ 23,899 for its operating

leases during the years ended December 31, 2022, 2021, and 2020, respectively, which are included in operating cash flows on

the consolidated statements of cash flows.

The weighted-average remaining lease term for the Company's operating leases is 9.8 years and

the weighted-average discount rate is 6.0 % as of December 31, 2022.

leases during the years ended December 31, 2023, 2022, and 2021, respectively, which are included in operating cash flows on the consolidated

statements of cash flows.

The weighted-average remaining lease term for the Company's operating leases is 9.4 years and the

weighted-average discount rate is 6.3 % as of December 31, 2023.

The undiscounted future lease payments for the Company's operating lease liabilities are as follows:

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Under previous law, companies could indefinitely defer U.S.

income taxation on unremitted foreign earnings.

The TCJA imposed a one-time transition tax on deferred

foreign earnings, payable in defined increments over eight years.

Installments of $ 14,757 were paid in each of 2022, 2021, 2020, 2019,

income taxation

on unremitted foreign earnings.

The TCJA imposed a one-time transition tax on deferred foreign earnings, payable in defined increments over eight years.

Installments of $ 27,670 were paid in 2023 and $ 14,757 were paid in each of 2022, 2021, 2020, 2019, and 2018.

The Company expects future installment payments as follows:

Internal Revenue Service continues to issue regulations to address the provisions of the TCJA.

During 2021, the Company amended tax returns for 2018 and 2019

and recognized tax benefits of $ 8,276 as a result of changes in tax regulations, by making an election regarding Global Intangible

Low-Taxed Income (“GILTI”).

During 2021, the Company amended tax returns for 2018 and 2019 and

recognized tax benefits of $ 8,276 as a result of changes in tax regulations, by making an election regarding Global Intangible Low-Taxed

Income (“GILTI”).

The Company has elected to account for GILTI tax in the period in which it is incurred and, therefore, does not provide any deferred taxes in the consolidated financial statements at December 31, 2023, 2022, or 2021.

The Company repatriated $ 104,091 to the United States in

2020 pursuant to the repatriation program initiated in response to the enactment of the TCJA.

Tax expense for the repatriation transaction was substantially recorded in 2017 upon enactment of the TCJA.

Change in Indefinite Reversal Assertion

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indefinitely reinvested.

Additional tax expense was recorded during the fourth fiscal quarter of 2022 to accrue the $ 59,642 of

withholding taxes necessary to distribute these approximately $ 360,000 of accumulated earnings to the United States.

Additional tax expense was recorded during the fourth fiscal quarter of 2022 to accrue the $ 59,642 of withholding

taxes necessary to distribute these approximately $ 360,000 of accumulated earnings to the United States.

These changes in this indefinite reinvestment assertion provide greater access to the Company's worldwide cash balances to fund its growth plan and its

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While the change in assertion provides access to these balances, these amounts will be repatriated only as needed.

The withholding taxes associated with any distribution to the United States is payable upon

distribution.

The withholding taxes associated with any distribution to the United States is payable upon distribution.

During the fourth fiscal quarter of 2023, the Company repatriated $ 325,000 of accumulated earnings to the United States and paid

withholding taxes, in Germany and Israel, of $ 63,600 .

At December 31, 2023, approximately $ 218,000

of German earnings and approximately $ 380,000 of Israeli earnings are deemed not indefinitely reinvested.

The aggregate tax liability

recorded for unremitted earnings at December 31, 2023 is approximately $ 86,000 , which includes amounts accrued subsequent to the changes in

indefinite reinvestment determinations described above.

There are amounts of unremitted foreign earnings in countries other than Israel and Germany, which continue to be reinvested indefinitely, and the Company has made no

provision for incremental foreign income taxes and withholding taxes payable to foreign jurisdictions related to these amounts.

Determination of the amount of the unrecognized deferred foreign tax liability for these amounts is not practicable

because of the complexities associated with its hypothetical calculation.

Determination of the amount of the unrecognized deferred foreign tax liability for these amounts is not practicable because

of the complexities associated with its hypothetical calculation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Note 5 – Income Taxes (continued)

Income (loss) before taxes consists of the following components:

Income before taxes consists of the following components:

Years ended December 31,

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Note 5 – Income Taxes (continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and

the amounts for income tax purposes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the

amounts for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

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Tax credit carryforwards

Research and development costs

Original issue discount interest

Other accruals and reserves

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Total income tax expense

The change in valuation allowance on deferred tax assets includes the utilization of a foreign tax credit carryforward from prior years that previously had a valuation allowance.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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statutory rate of 35% primarily because of earnings in foreign jurisdictions.

Income tax expense for the years ended December 31, 2022, 2021, and 2020 includes certain discrete tax items for changes in uncertain tax positions,

valuation allowances, tax rates, and other related items.

Income tax expense for the years ended December 31, 2022 and 2021 includes certain discrete tax items for changes in uncertain tax positions, valuation

allowances, tax rates, and other related items.

These items total $ 20,032 , and $ 39,326 in 2022 and 2021, respectively.

There were no unusual tax items for the

year ended December 31, 2023.

For the year ended December 31, 2022, the discrete items include tax expense of $ 59,642 due to the Company's change in its assertion that earnings of its subsidiaries in Germany are indefinitely reinvested, tax benefits of $ 5,941 for changes in uncertain tax positions following the resolution of a tax audit and a $ 33,669 tax benefit recognized upon the release of a valuation allowance.

For the year ended December 31, 2021, the discrete items include $ 53,316 of tax expense recognized to accrue the claw-back and withholding taxes to repatriate unremitted foreign earnings from Israel, a $ 5,714 tax benefit recognized upon the release of a valuation allowance and $ 8,276

of tax benefits recognized due to changes in tax regulations.

For the year ended December 31, 2020, the discrete items include a tax benefit of $ 1,563 resulting from the early extinguishment of convertible senior debentures, reflecting the reduction in deferred tax liabilities related to the special tax attributes of the debentures

and $ 190 (tax benefit) of adjustments to remeasure deferred taxes related to the cash repatriation program described above, and $ 3,751 of tax expense for changes in uncertain tax positions.

recognized due to changes in tax regulations.

At December 31, 2023, the Company had the following significant net operating loss carryforwards for tax purposes:

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No expiration

The Republic of China (Taiwan)

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December 31, 2023, 2022, and 2021, respectively.

Net income taxes paid for the years ended December 31, 2022 and 2020 include $ 25,201

and $ 16,258 , respectively, for repatriation activity.

Net income taxes paid also includes $ 14,757 in each period presented for the TCJA transition tax.

Net income taxes paid for the years ended December 31, 2023 and 2022 include withholding taxes for repatriation activity.

Net income taxes paid for the years ended December 31, 2023, 2022, and 2021

also includes $ 27,670 , $ 14,757 ,

and $ 14,757 , respectively, for the TCJA transition tax.

The following table summarizes changes in the liabilities associated with unrecognized tax benefits:

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federal income tax returns, as well as tax returns in multiple states and foreign jurisdictions.

Company's U.S.

federal income tax returns are under examination for the years ended December 31, 2017 through 2019.

The IRS may, however, ask for supporting documentation for net operating losses for the years ended December 31, 2013 through 2016,

which were utilized in the year ended December 31, 2017.

During the years ended December 31, 2022, 2021, and 2020, certain tax examinations were concluded and certain statutes of limitations lapsed.

The tax provision for those years includes

adjustments related to the resolution of these matters, as reflected in the table above.

The tax returns of significant non-U.S.

years ended December 31, 2023, 2022, and 2021, certain tax examinations were concluded and certain statutes of limitations lapsed.

The tax provision for those years includes adjustments related to the resolution of these matters, as reflected in the

During 2023, the Company settled an examination of its U.S.

federal income tax returns for the years ended December 31, 2017 through 2019.

The federal income tax returns for subsequent years remain subject to examination.

returns of significant non-U.S.

subsidiaries currently under examination are located in the following jurisdictions:

Germany (2017 through 2021),

India (2004 through 2020), and Italy (2017 through 2019).

The Company and its subsidiaries also file income tax returns in other taxing jurisdictions in the U.S.

Israel (2021), Germany (2017 through 2021), India (2004 through 2021), and Philippines (2017 through 2022).

The Company and its

subsidiaries also file income tax returns in other taxing jurisdictions in the U.S.

and around the world, many of which are still open to examination.

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Convertible senior notes, due 2025

Convertible senior notes, due 2030

Deferred financing costs

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The Company maintains a credit agreement with a consortium of banks led by JPMorgan Chase Bank, N.A., as

administrative agent, and the lenders (the "Credit Facility"), which provides an aggregate commitment of $ 750,000 of revolving loans available until June 5, 2024 .

administrative agent, and the lenders (the "Credit Facility").

On May 8, 2023 , the Company entered into an Amendment and Restatement

Agreement, which provides an aggregate commitment of $ 750,000 of

revolving loans available until May 8, 2028 , replacing an

agreement that was scheduled to mature on June 5, 2024 .

maturity date of the Credit Facility will accelerate if within ninety-one days prior to the maturity of the Company's convertible senior notes due 2025, the outstanding principal amount of such notes exceed a defined liquidity measure as set forth

in the Credit Facility.

The Credit Facility also provides for the ability of Vishay to request up to $ 300,000 of incremental facilities, subject to the satisfaction of certain conditions, which could take the form of additional revolving commitments, incremental “term loan A” or “term loan B”

facilities, or incremental equivalent debt.

Borrowings under the Credit Facility bear interest at LIBOR plus an interest margin.

Dollar borrowings under the Credit Facility bear interest at Secured Overnight Financing Rate

("SOFR") plus a credit spread and an interest margin.

The Credit Facility also allows for borrowings in euro, British sterling, and Japanese yen, subject to a $ 250,000 limit.

Borrowings in foreign currency bear interest at a local reference rate plus an interest margin.

The applicable

interest margin is based on the Company's leverage ratio.

Based on the Company's current leverage ratio, borrowings bear interest at LIBOR plus 1.50 % .

The Company also pays a commitment fee, also based on its leverage ratio, on undrawn amounts.

The undrawn commitment fee, based on the Company's current leverage ratio, is 0.25 % per annum.

The Credit Facility allows an unlimited amount of defined “Investments,” which include certain

intercompany transactions and acquisitions, provided the Company's pro forma leverage ratio is equal to or less than 2.75 to 1.00.

If the Company's pro forma leverage ratio is greater than 2.75 to 1.00, such Investments are subject to certain limitations.

The Credit Facility also allows an unlimited amount of defined "Restricted Payments," which include cash

dividends and share repurchases, provided the Company's pro forma leverage ratio is equal to or less than 2.50 to 1.00.

If the Company's pro forma leverage ratio is greater than 2.50 to 1.00, the Credit Facility allows such payments up to $ 100,000 per annum (subject to a cap of $ 300,000 for the term of the facility, with up to $ 25,000 of any unused amount of the $ 100,000 per annum base available for use in the next succeeding calendar year).

interest margin is based on the Company's total leverage ratio.

Based on the Company's current total leverage ratio, borrowings bear interest at SOFR plus 1.60 % , including the applicable credit spread.

The Company also pays a commitment fee, also based on its total leverage ratio,

on undrawn amounts.

The undrawn commitment fee, based on the Company's total current leverage ratio, is 0.25 % per annum.

The Credit Facility requires the maintenance of financial covenant ratios.

For compliance purposes, pursuant to the Credit Facility, the leverage ratio

is computed on a net basis, reducing the measure of outstanding debt by up to $ 250,000 of unrestricted cash.

The Company must maintain a

net leverage ratio of at least 3.25 to 1.00.

Borrowings under the Credit Facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general

intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit

and securities accounts), of the Company and certain significant subsidiaries located in the United States, and pledges of stock in certain significant domestic and foreign subsidiaries;

securities accounts), of the Company and certain significant subsidiaries located in the United States, and pledges of stock in certain significant domestic and foreign subsidiaries;

and are guaranteed by certain significant subsidiaries.

The Credit Facility limits or restricts the Company and its subsidiaries, from, among other things,

incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming the Company’s pro forma leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming the

Company's pro forma leverage ratio is greater than 2.50 to

1.00), and requires the Company to comply with other covenants, including the maintenance of specific financial ratios.

incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming the Company’s pro forma net leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming the Company's pro

forma net leverage ratio is greater than 2.50 to 1.00), and

requires the Company to comply with other covenants.

The Credit Facility also contains customary events of default, including, but not limited to, failure to

pay principal or interest, failure to pay or default under other material debt, material misrepresentation or breach of warranty, violation of certain covenants, a change of control, the commencement of bankruptcy proceedings, the insolvency of

the Company or certain of its significant subsidiaries, and the rendering of a judgment in excess of $ 50,000 against the Company or its

Company or certain of its significant subsidiaries, and the rendering of a judgment in excess of $ 50,000 against the Company or its

subsidiaries.

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Convertible Debt Instruments

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2025 as of December 31, 2022:

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of December 31, 2023:

Issuance date

June 12, 2018

September 12, 2023

Maturity date

June 15, 2025

September 15, 2030

Principal amount

Cash coupon rate (per annum)

Nonconvertible debt borrowing rate at issuance (per annum)

Conversion rate effective November 29, 2022 (per $1 principal amount)

Effective conversion price effective November 29, 2022 (per share)

conversion price (per share)

Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances:

(1) the sale price of

Vishay common stock reaches 130 % of the conversion price for a specified period;

(2) the trading price of the notes falls below 98 % of the product of the sale price of Vishay's common stock and the conversion rate for a specified period;

or (3) upon the occurrence of specified

corporate transactions.

The convertible senior notes due 2025 are not currently convertible.

Pursuant to the Supplemental Indenture governing the convertible senior notes due 2025, at the direction of its Board of Directors, Vishay has fixed the “Specified

Dollar Amount” (as defined in the Indenture) that shall apply to all future conversions of notes at $1 cash per $1 principal amount.

The fixing of the Specified Dollar Amount requires Vishay to satisfy its conversion obligations by paying cash with

respect to such Specified Dollar Amount.

The quarterly cash dividend program of the Company results in adjustments to the conversion rate and

effective conversion price for the convertible senior notes due 2025 effective as of the ex-dividend date of each cash dividend.

The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly

cash dividends to the extent such dividends exceed $ 0.085 per share

of common stock.

Vishay must provide additional shares upon conversion if there is a “fundamental change” in the business as defined in the indenture governing the convertible senior notes due 2025.

Effective January 1, 2021, Vishay adopted ASU No.

Prior to the adoption of ASU No.

2020-06, the Company separately accounted for the liability and equity

components of convertible debt instruments that may be settled in cash in a manner that reflects the Company’s nonconvertible debt borrowing rate.

The liability component at issuance was recognized at fair value, based on the fair value of a similar

instrument that did not have a conversion feature.

A discount was recorded if debt instruments are issued at a coupon rate which is below the rate of a similar instrument that did not have a conversion feature at issuance.

The equity component was

based on the excess of the principal amount of the debt instruments over the fair value of the liability component, after adjusting for an allocation of debt issuance costs and the deferred tax impact, and was recorded as capital in excess of par.

Debt discounts were amortized as additional non-cash interest expense over the expected life of the debt.

Upon adoption of ASU No.

2020-06, Vishay derecognized the bifurcated equity component, debt discount, and deferred taxes and remeasured the deferred financing costs

associated with its convertible debt instruments.

The carrying value of Vishay's convertible debt instruments is now equal to the outstanding principal amount and interest expense is now equal to the cash interest paid.

The remeasured deferred

financing costs continue to be recognized as non-cash interest expense.

The carrying value of the convertible senior notes due 2025 was $ 465,344

as of December 31, 2022 and 2021.

Conversion rate effective December 12, 2023 (per $1 principal amount)

Effective conversion price effective December 12, 2023 (per share)

130 % of the conversion price (per share)

Convertible Senior Notes due 2030

In September 2023, the Company issued $ 750,000

aggregate principal amount of 2.25% convertible senior notes due 2030 (the “2030 Notes”) to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A under the Securities Act.

The Company used the net proceeds

from this offering to repurchase $ 370,242 principal amount of its outstanding 2.25% convertible senior notes due 2025 (the “2025 Notes”)

(as further described below), to reduce the outstanding balance of its Credit Facility, to enter into capped call transactions (as further described below), and for other general corporate purposes.

The 2030 Notes bear interest at a rate of 2.25% per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15,

The 2030 Notes mature on September 15, 2030 , unless earlier repurchased or converted.

The 2030 Notes are convertible into shares of Vishay common stock at an initial conversion rate of 33.1609 shares of common stock per $1 principal amount of the notes, subject to adjustment.

This initial conversion price represents a premium of 20% to the closing price of Vishay's common

stock on September 7, 2023, which was $ 25.13 per share.

This represents an initial effective conversion price of approximately $ 30.16 per share.

The conversion rate of the 2030 Notes is not adjusted for quarterly cash dividends equal to or less than $ 0.10 per share of common stock.

Pursuant to the indenture governing the 2030 Notes, the Company is required to satisfy its conversion obligations by

paying cash equal to the principal amount of notes and settle any additional value in cash and/or shares at its discretion.

Vishay must provide additional shares upon conversion if there is a "fundamental change" in the business as defined in the

indenture governing the notes.

The Company may not redeem the 2030 Notes prior to September 20, 2027.

The Company may redeem for cash all or part of the 2030 Notes, at its option, on or

after September 20, 2027, if the sale price of Vishay’s common stock has been at least 130% of the conversion price for a specified period at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and

unpaid interest.

If the Company elects to redeem fewer than all of the outstanding 2030 Notes, at least $ 100,000 aggregate principal

amount of 2030 Notes must be outstanding and not subject to redemption.

Prior to March 15, 2030, the holders of the 2030 Notes may convert their notes only under the following conditions:

(1) the sale price of Vishay common

stock reaches 130 % of the applicable conversion price for a specified period during any fiscal quarter commencing after the fiscal quarter

ending on December 31, 2023;

(2) the trading price of the notes falls below 98 % of the product of the last reported sale price of Vishay’s

common stock and the conversion rate for a specified period;

(3) the Company calls any or all of the 2030 Notes for redemption;

or (4) upon the occurrence of specified corporate transactions.

Capped Call Transactions

In September 2023, in connection with the pricing and initial purchasers’ exercise in full of their option to purchase additional 2030 Notes, the Company

entered into separate base and additional privately negotiated capped call transactions with an affiliate of an initial purchaser and certain other financial institutions.

The capped call will initially cover, subject to customary anti-dilution

adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the 2030 Notes.

The Company used $ 94,200

of the net proceeds from the 2030 Notes to pay the cost of the capped call transactions.

The cap price of the capped call will initially be $ 43.98

per share, which represents a premium of approximately 75% over the last reported sale price of the Company’s common stock on September 7, 2023, and is subject to certain adjustments under the terms of the capped call.

The capped call transactions are separate transactions entered into by the Company with each of the capped call counterparties, are not part of the terms

of the 2030 Notes, and do not affect any holder’s rights under the 2030 Notes.

Holders of the 2030 Notes do not have any rights with respect to the capped call.

The capped call is classified within stockholders’ equity on the consolidated balance

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 6 – Long-Term Debt (continued)

Interest expense related to the convertible debt instruments is reflected on the accompanying consolidated statements of operations for the years ended December 31:

Other non-cash

interest expense

Total interest

related to the

Convertible senior notes due 2025

Note 6 – Long-Term Debt

Convertible Senior Notes due 2025

Convertible senior debentures

The Company used cash to repurchase $ 134,656 principal

amount of convertible senior notes due 2025 in 2020.

The net carrying value of the notes repurchased was $ 115,978 .

In accordance with the

then-current authoritative accounting guidance for convertible debt, the aggregate repurchase payments of $ 128,328 were allocated between

the liability ($ 118,587 ) and equity ($ 9,741 )

components of the convertible notes, using the Company's nonconvertible debt borrowing rate at the time of the repurchases.

As a result, the Company recognized a loss on extinguishment of convertible notes of $ 4,600 , including the write-off of unamortized debt issuance costs.

The Company used cash to repurchase $ 16,890 principal

amount of convertible senior debentures due 2041 in 2020.

The net carrying value of the debentures repurchased was $ 6,715 .

In accordance

with the then-current authoritative accounting guidance for convertible debt, the aggregate repurchase payment of $ 23,355 was allocated

between the liability ($ 10,075 ) and equity ($ 13,280 )

components of the convertible debentures, using the Company's nonconvertible debt borrowing rate at the time of the repurchase.

As a result, the Company recognized a loss on extinguishment of convertible debentures of $ 3,473 , including the write-off of unamortized debt issuance costs.

Vishay redeemed the remaining $ 300 principal amount of convertible senior debentures due 2040 on February 4, 2021.

The redemption price was paid in cash and was equal to 100% of the principal amount plus

accrued but unpaid interest to, but excluding February 4, 2021.

The convertible senior debentures due 2040, due 2041, and due 2042 have been fully repurchased.

The Company used $ 386,745 of the net

proceeds from the offering of the 2030 Notes to repurchase $ 370,242 principal amount of its outstanding 2025 Notes.

As a result, the

Company recognized a loss on early extinguishment of the 2025 Notes of $ 18,874 , including the write-off of a portion of unamortized debt

issuance costs.

Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances:

sale price of Vishay common stock reaches 130 % of the conversion price for a specified period;

(2) the trading price of the notes falls

below 98 % of the product of the sale price of Vishay's common stock and the conversion rate for a specified period;

or (3) upon the

occurrence of specified corporate transactions.

The convertible senior notes due 2025 are not currently convertible.

Upon conversion of 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.

The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible senior

notes due 2025 effective as of the ex-dividend date of each cash dividend.

The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly cash dividends to the extent such dividends exceed $ 0.085 per share of common stock.

Other Borrowings Information

The Credit Facility, of which $ 42,000 was drawn as of

December 31, 2022, expires in 2024.

The convertible senior notes mature in 2025.

At December 31, 2022 and 2021, the Company had committed and uncommitted short-term credit lines with various U.S.

and foreign banks aggregating approximately $ 1,000 with substantially no amounts borrowed.

The Credit Facility, of which no amount was drawn as of December 31, 2023, expires in 2028.

The convertible senior notes mature in 2025 and 2030,

respectively.

At December 31, 2023 and 2022, the Company had committed and uncommitted credit lines with various foreign banks aggregating approximately $ 34,000 and $ 1,000 , respectively, with

substantially no amounts borrowed.

Interest paid was $ 17,242 , $ 13,739 , and $ 14,177 for the years ended

December 31, 2022, 2021,

and 2020, respectively.

December 31, 2023, 2022, and 2021, respectively.

Deferred financing costs are recognized as non-cash interest expense.

Non-cash interest expense was $ 3,735 , $ 3,272 , and $ 3,272 for the years ended December 31, 2023, 2022, and 2021, respectively.

See Note 18 for further discussion on the fair value of the Company’s long-term debt.

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The Credit Facility also allows an unlimited amount of defined "Restricted Payments," which include cash dividends and share repurchases, provided the Company's pro

forma leverage ratio is equal to or less than 2.50 to 1.00.

If the Company's pro forma leverage ratio is greater than 2.50 to 1.00, the Credit Facility allows such payments up to $ 100,000

forma net leverage ratio is equal to or less than 2.50 to 1.00.

If the Company's pro forma net leverage ratio is greater than 2.50 to 1.00, the Credit Facility allows such payments up to $ 100,000

per annum (subject to a cap of $ 300,000 for the term of the facility, with up to $ 25,000 of any unused amount of the $ 100,000 per annum base available for use in

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Phantom stock units outstanding

2007 Stock Incentive Program - available to grant

2023 Long-Term Incentive Plan - available to grant

Convertible senior notes, due 2025

Convertible senior notes, due 2030

Conversion of Class B common stock

On February 7, 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in

effect until such time as the Board votes to amend or rescind the policy.

In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until

such time as the Board votes to amend or rescind the policy.

The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis.

The Company intends to return such amounts directly, in

the form of dividends, or indirectly, in the form of stock repurchases.

The Company intends to return such amounts directly, in the form of

dividends, or indirectly, in the form of stock repurchases.

The following table summarizes activity pursuant to this policy:

December 31, 2022

Years ended December 31,

Dividends paid to stockholders

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The repurchased shares are being held as treasury stock.

The number of shares of common stock being held as treasury stock was 7,535,881 and 4,240,573 as of December 31, 2023 and 2022,

respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Investment income (expense)

The Company used cash to repurchase $ 151,546 principal

amount of convertible senior notes due 2025 in 2020 and recognized a loss on early extinguishment of the repurchased convertible debt of $ 8,073 .

Impact of the COVID-19 Pandemic

The Company's operations have been impacted by the "COVID-19" pandemic, particularly in 2020 when some manufacturing facilities were temporarily closed and some were

operating at levels less than full capacity and again in 2022 when operations in the People's Republic of China were impacted by government-mandated shut-downs.

The Company incurred incremental costs separable from normal operations that are

directly related to the pandemic containment efforts, primarily wages paid to manufacturing employees during government-mandated shut-downs, additional wages and hardship allowances for working during lockdown periods, additional costs of cleaning

and disinfecting facilities, costs of additional safety equipment for employees, and temporary housing for employees due to travel restrictions, which were partially offset by government subsidies.

Since 2021, certain costs directly attributable to

the pandemic, such as additional costs of cleaning and disinfecting facility and costs of additional safety equipment for employees, are no longer incremental and are considered normal operating costs.

The net impact of the costs and subsidies are

reported as cost of products sold of $ 6,661 and $ 4,563 and selling, general, and administrative expenses (benefits) of $ 546 and $( 1,451 ) based on employee function on the consolidated statements of operations for the years ended December 31, 2022 and 2020, respectively.

The Company's insurance coverages generally exclude losses incurred due to pandemics.

No amounts have been received due to the pandemic pursuant to the Company's

insurance coverages.

Any amounts that may be received in the future will not be recognized until all contingencies are settled.

The Company's operations were impacted by the "COVID-19" pandemic, particularly in 2020 and again in 2022 when operations in the People's Republic of China were impacted

by government-mandated shut-downs.

The Company incurred incremental costs separable from normal operations that are directly related to the pandemic containment efforts, primarily wages paid to manufacturing employees during government-mandated

shut-downs, additional wages and hardship allowances for working during lockdown periods, additional costs of cleaning and disinfecting facilities, costs of additional safety equipment for employees, and temporary housing for employees due to travel

restrictions, which were partially offset by government subsidies.

Since 2021, certain costs directly attributable to the pandemic, such as additional costs of cleaning and disinfecting facility and costs of additional safety equipment for

employees, are no longer incremental and are considered normal operating costs.

The net impact of the costs and subsidies are reported as "Cost of products sold" of $ 6,661 and "Selling, general, and administrative expenses" of $ 546 based on

employee function on the consolidated statement of operations for the year ended December 31, 2022.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Balance at December 31, 2023

Other comprehensive income (loss) includes Vishay's proportionate share of other comprehensive income (loss) of nonconsolidated subsidiaries accounted

for under the equity method.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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The Company also maintains other pension plans which provide supplemental defined benefits primarily to former U.S.

employees whose benefits under qualified pension

plans were limited by the Internal Revenue Code.

employees whose benefits under qualified pension plans

were limited by the Internal Revenue Code.

These non-qualified plans are all non-contributory plans, and are considered to be unfunded.

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Felix Zandman, its Executive Chairman and then-Chief Executive Officer.

Pursuant to this agreement,

the Company is providing an annual retirement benefit of approximately $ 614 to his surviving spouse.

Pursuant to this agreement, the

Company is providing an annual retirement benefit of approximately $ 614 to his surviving spouse.

The Company maintains a non-qualified

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See Note 10 for the pretax, tax effect and after tax amounts included in other comprehensive income during the years ended December 31, 2023, 2022, and 2021.

The estimated actuarial items for the defined benefit pensions plans that will be amortized from

accumulated other comprehensive loss into net periodic pension cost during 2022 are not material.

The estimated actuarial items for the defined benefit pensions plans that will be amortized from accumulated

other comprehensive loss into net periodic pension cost during 2024 are not material.

The following weighted average assumptions were used to determine benefit obligations at December 31 of the respective years:

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The plans’ expected return on assets is based on management’s expectations of long-term average rates of return to be achieved by the underlying investment portfolios.

In establishing this assumption, management considers historical and expected returns for the asset classes in which the plans are invested, advice from pension consultants and investment advisors, and current economic and capital market conditions.

establishing this assumption, management considers historical and expected returns for the asset classes in which the plans are invested, advice from pension consultants and investment advisors, and current economic and capital market conditions.

The investment mix between equity securities and fixed income securities is based upon achieving a desired return, balancing higher return, more volatile equity

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defined benefit plan investments are based on local laws and customs.

Most plans invest in cash and local government fixed income securities, although plans in certain countries have investments in equity

Most plans invest in cash and local government fixed income securities, although plans in certain countries have investments in equity securities.

The plans do not invest in securities of Vishay or its subsidiaries.

Negative investment returns could ultimately affect the funded status of the plans, requiring additional cash contributions.

See Note 18 for further information on

the fair value of the plan assets by asset category.

See Note 18 for further information on the fair value of

the plan assets by asset category.

Estimated future benefit payments are as follows:

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Rate of compensation increase

The impact of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit cost and postretirement benefit obligation is not

The impact of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit cost and postretirement benefit obligation is not material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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required contributions for certain of these plans, whereas other plans are unfunded retirement bonus plans which will be paid at the employee's retirement date.

At December 31, 2022 and 2021, the accompanying consolidated balance sheets include $ 10,560 and $ 14,576 , respectively, within

accrued pension and other postretirement costs related to these plans.

At December 31, 2023 and 2022, the accompanying consolidated balance sheets

include $ 11,087 and $ 10,560 ,

respectively, within accrued pension and other postretirement costs related to these plans.

The Company’s U.S.

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During the years ended December 31, 2023, 2022, and 2021, these employees could defer a portion of their compensation until retirement, or elect shorter deferral periods.

The Company maintains a liability within other

noncurrent liabilities on its consolidated balance sheets related to these deferrals.

The Company maintains a liability within other noncurrent

liabilities on its consolidated balance sheets related to these deferrals.

The Company maintains a non-qualified trust, referred to as a “rabbi” trust, to fund payments under this plan.

Rabbi trust assets are subject to creditor claims

under certain conditions and are not the property of employees.

Rabbi trust assets are subject to creditor claims under certain

conditions and are not the property of employees.

Therefore, they are accounted for as other noncurrent assets.

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Note 12 – Stock-Based Compensation

The Company has various stockholder-approved programs which allow for the grant of share-based compensation to officers, employees, and non-employee directors.

2023 Long-Term Incentive Plan

The Company implemented the Vishay Intertechnology, Inc.

2023 Long-Term Incentive Plan (the "2023 Plan") after receiving stockholder approval at its 2023

Annual Meeting of Stockholders on May 23, 2023.

The 2023 Plan allows the Company to grant up to 6,000,000 shares (subject to certain

adjustments described in the 2023 Plan) of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, phantom stock units, and other cash-based awards to employees, directors, consultants, and

other service providers of the Company and its affiliates.

Such instruments are available for grant until March 24, 2033 .

has granted approximately 761,000 time-vested restricted stock units to employees pursuant to the 2023 Plan.

At December 31, 2023, the Company has reserved 5,250,847

shares of common stock for future grants of equity awards pursuant to the 2023 Plan.

2007 Stock Incentive Program

Under the Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, certain executive officers and board members of the

Company were granted restricted stock units.

No further awards will be granted pursuant to the 2007 Program.

Pursuant to the terms of the 2023 Plan, any shares of common stock that are subject to outstanding awards granted pursuant to the 2007

Program that subsequently cease to be subject to such awards as a result of the termination, expiration, cancellation, or forfeiture of such awards and any shares of common stock withheld in settlement of tax withholding obligations associated with

outstanding awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan.

A total of 1,294,546

shares of common stock were subject to awards granted pursuant to the 2007 Program as of May 23, 2023.

All RSUs granted pursuant to the 2007 Program and the 2023 Plan contain service vesting conditions.

Certain RSUs also contain performance or market

vesting conditions.

The Company recognizes compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes.

The following table summarizes share-based compensation expense recognized:

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Phantom stock units

The Company recognizes compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes.

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at December 31, 2023 (amortization periods in years) :

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table above to be recognized.

2007 Stock Incentive Program

The Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, was approved by Vishay's stockholders at Vishay's Annual Meeting of

Stockholders on May 20, 2014.

The 2007 Program permits the grant of up to 6,500,000 shares of restricted stock, unrestricted stock, RSUs,

stock options, and phantom stock units, to officers, employees, and non-employee directors of the Company.

Such instruments are available for grant until May 20, 2024 .

At December 31, 2022, the Company has reserved 1,637,000 shares of common stock for future grants of equity awards pursuant to the 2007 Program.

If any outstanding awards are forfeited by the holder

or cancelled by the Company, the underlying shares would be available for regrant to others.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Expected to vest

* The number of RSUs vested includes shares that the Company withheld on behalf

of employees to satisfy statutory tax withholding requirements.

The number of performance-based RSUs scheduled to vest increases ratably based on the achievement of defined performance criteria between the established target and

maximum levels.

RSUs with performance-based vesting criteria are expected to vest as follows (number of RSUs in thousands) :

* Employees in certain countries are granted equity-linked

awards that will be settled in cash and are accounted for as liability awards.

The liability awards are not material.

The number of RSUs granted excludes these awards.

** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.

The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and

market criteria between the established target and maximum levels.

RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number

of RSUs in thousands) :

January 1, 2024***

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executive's outstanding RSUs shall immediately vest and the outstanding performance-based RSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized;

and (ii) a change of control of Vishay, all of such

executive’s outstanding RSUs and performance-based RSUs shall immediately vest.

In the event of voluntary termination by the executive prior to attaining retirement age or termination for cause, the executive’s outstanding RSUs and performance-based

RSUs will be forfeited.

(ii) a change of control of Vishay in which the

executive's RSUs and performance-based RSUs are not assumed or continued, all of such executive’s outstanding RSUs and performance-based RSUs shall immediately vest;

(iii) a change of control of Vishay in which the executive's RSUs and

performance-based RSUs are assumed or continued, upon termination without cause or good reason the executive's outstanding RSUs and performance-based RSUs.

In the event of voluntary termination by the executive prior to attaining retirement age or

termination for cause, the executive’s outstanding RSUs and performance-based RSUs will be forfeited.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Phantom Stock Units

The 2007 Program authorizes the grant of phantom stock units to the extent provided for in the Company's employment agreements with certain executives.

stock unit entitles the recipient to receive a share of common stock at the individual's termination of employment or any other future date specified in the applicable employment agreement.

Phantom stock units participate in dividend distribution on

the same basis as the Company's common stock and Class B common stock.

Each phantom stock unit entitles the recipient to receive a share of common stock at the individual's termination of employment or any other future date specified in the

applicable employment agreement.

Phantom stock units participate in dividend distribution on the same basis as the Company's common stock and Class B common stock.

Dividend equivalents are issued in the form of additional units of phantom stock.

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Dividend equivalents issued

Redeemed for common stock*

* The number of phantom stock units redeemed for common stock includes shares that the Company withheld on behalf of

employees to satisfy the statutory tax withholding requirements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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As of December 31, 2023, the Company has accrued

environmental liabilities of $ 11,446 , of which $ 4,648 is included in other accrued liabilities on the accompanying consolidated balance sheet, and $ 6,798 is included in other noncurrent liabilities

on the accompanying consolidated balance sheet.

environmental liabilities of $ 12,430 , of which $ 2,936 is included in other accrued liabilities on the accompanying consolidated balance sheet , and $ 9,494 is included in other noncurrent liabilities on the accompanying consolidated balance sheet.

While the ultimate outcome of these matters cannot be determined, management does not believe that the final disposition of these matters will have a material adverse

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have a material negative effect on its consolidated financial position, results of operations, or cash flows.

Semiconductor Foundry Agreements

The Company’s Siliconix subsidiary maintains long-term foundry agreements with subcontractors to ensure access to external front-end capacity.

Since 2004, Siliconix has maintained long-term foundry arrangements for semiconductor manufacturing with Tower Semiconductor, pursuant to which Siliconix transferred

certain technology to Tower Semiconductor and committed to purchase a minimum amount of semiconductor wafers.

The Company has minimum purchase commitments pursuant to its current long-term arrangements with Tower Semiconductor and other foundry

partners of $ 48,073 and $ 15,287

for the years 2023 through 2024, respectively.

The minimum purchase commitments with Tower Semiconductor are based on a 18-month rolling forecast and, accordingly, the 2024 minimum purchase commitments will likely increase.

The Company has the

option to purchase wafers in addition to the minimum commitment and, accordingly, actual purchases may be different than the amounts disclosed above.

Long-Term Purchase Agreements

The Company maintains long-term purchase agreements with subcontractors, suppliers, and other business partners to ensure access to external capacity and supply.

Company has minimum purchase commitments pursuant to certain of its long-term arrangements with its subcontractors and other suppliers and business partners of $ 57,824 and $ 29,109 for the years 2024 through 2025, respectively.

Certain minimum purchase commitments

are based on an 18-month rolling forecast and, accordingly, the 2025 minimum purchase commitments will likely increase.

The Company has the option to purchase amounts in addition to the minimum commitment and, accordingly, actual purchases may be

different than the amounts disclosed above.

The Company exceeded its minimum purchase commitments in 2023.

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As of December 31, 2023, one customer comprised 12.4 % of the Company's accounts receivable balance.

No customer comprised greater than 10% of the Company’s accounts receivable balance as of December

As of December 31, 2022, one customer comprised 10.2 % of the Company's accounts receivable balance.

The Company continually monitors the credit risks associated with its accounts receivable and adjusts the allowance for

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MUFG Bank Ltd.*

UniCredit Bank*

Bank of America*

* Participant in Credit Facility

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equivalents and short-term investments were concentrated in the following countries:

People's Republic of China

United States

People's Republic of China

The Republic of China (Taiwan)

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Segment Operating Income

Restructuring and Severance Costs

Impact of COVID-19 Pandemic on Selling, General, and Administrative Expenses

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Years Ended December 31,

The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing, consumer

products, power supplies, military and aerospace, and medical end markets.

The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, military and aerospace, medical, power

supplies, telecommunications, consumer products, and computing end markets.

Sales by end market are presented below:

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Military and Aerospace

Consumer Products

Power Supplies

Telecommunications

*Power supplies, telecommunications, consumer

products, and computing

The following table summarizes net revenues based on revenues generated by subsidiaries located within the identified geographic area:

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Years ended December 31,

Convertible debt instruments:

Convertible Senior Debentures, due 2041

Convertible Senior Notes, due 2025

Weighted average other

If the average market price of Vishay common stock is less than the effective conversion price of the convertible senior notes due 2025, no shares are included in the

diluted earnings per share computation for the convertible senior notes due 2025.

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.

Accordingly, the notes are not anti-dilutive when the average market price of Vishay common stock is less than the

effective conversion price of the convertible senior notes due 2025.

Restricted stock units

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 (see Note

6), 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Available for sale securities

Precious metals

Defined Benefit Pension Plan Assets:

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Available for sale securities

Precious metals

Defined Benefit Pension Plan Assets:

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Fixed income securities

MaxPower acquisition contingent consideration

There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.

The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans.

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The fair value measurement of the metals are considered a Level 1 measurement within the fair value hierarchy.

The Company may be required to make certain contingent payments to non-employee equity holders of MaxPower pursuant to the acquisition agreement, which

would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.

value of these contingent consideration payments is determined by estimating the net present value of the expected cash flows based on the probability of expected payments.

The fair value measurement of the contingent consideration is considered

a Level 3 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding the deferred financing costs, at December 31, 2022 and 2021 is approximately $ 491,100 and $ 485,500 , respectively, compared to its carrying value,

excluding the derivative liability and capitalized deferred financing costs, of $ 507,344 and $ 465,344 , respectively.

inventory of precious metals bullion in excess of its immediate manufacturing needs was not material at December 31, 2023.

The Company may be required to make certain contingent consideration payments to non-employee equity holders of MaxPower pursuant to the acquisition

agreement, which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity

One of the contingencies was resolved in the fourth quarter of 2023, which resulted in no additional payments to the former employees and equity holders of MaxPower.

The fair value of these contingent payments is determined by

estimating the net present value of the expected cash flows based on the probability of expected payments.

The fair value measurement of the contingent consideration payments is considered a Level 3 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding the deferred financing costs, at December 31, 2023 and 2022 is approximately $ 836,200 and $ 491,100 , respectively,

compared to its carrying value, excluding the deferred financing costs, of $ 845,102 and $ 507,344 , respectively.

The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected

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Marc Zandman, Vishay’s Executive Chairman of the Board and an executive

officer of Vishay, serves as the Chairman of VPG.

officer of Vishay, serves on the Board of Directors of VPG.

Ziv Shoshani, CEO of VPG, serves as a director of Vishay.

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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 9A. Controls and Procedures