What changed in this filing

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Item 1. Business

2025-02-14 compared with 2024-02-16 · 155 added, 129 removed, 466 unchanged (38% of the section changed)

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Together with major manufacturers of electronic products worldwide, we are supporting next level automation in multiple areas, including factories, the electrification

of the automobile, 5G network technology, and the rapid expansion of connectivity across everything (IoT).

of the automobile, 5G network technology, artificial intelligence ("A.I."), and the rapid expansion of connectivity across everything (IoT).

We continue to implement Dr.

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improve manufacturing processes and technologies.

We plan to grow our business and increase earnings per share, in part, through accelerating the development of new products and technologies and increasing design-in opportunities by expanding our

technical resources for providing solutions to customers.

We are engaging with customers to better understand their technical product needs and developing reference designs to meet their needs using the breadth of our product portfolio.

We plan to grow our

business and increase earnings per share, in part, through accelerating the development of new products and technologies and increasing design-in opportunities by expanding our technical resources for providing solutions to customers.

Operational Excellence

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to experience higher growth rates than over the last decade.

This expectation is based upon accelerated electrification, such as factory automation, electrical vehicles, and 5G infrastructure.

See Note 15 to our consolidated financial

statements for net revenues by region and end market.

This expectation is based upon accelerated electrification, such as factory automation, electrical vehicles, A.I., and 5G infrastructure.

We are investing to expand internal

and external capacity to meet customers' expected increased demand.

See Note 15 to our consolidated financial statements for net revenues by region and end market.

Strong Track Record of Growth through Acquisitions

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Strong Free Cash Flow Generation

We refer to the amount of cash generated from operations in excess of our capital expenditure needs and net of proceeds from the sale of assets as “free cash” (see

"Overview" included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for "free cash" definition and reconciliation to generally accepted accounting principles ("GAAP")).

Due to our strong

operational management, cost control measures, efficient capital expenditures, broad product portfolio, and strong market position, we have generated positive “free cash” in each of the past 27 years.

Our aggressive capital expenditure plans for

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

We refer to the amount of cash generated from operations in excess of our capital expenditure needs and net of proceeds from the sale of assets as

“free cash” (see "Overview" included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for "free cash" definition and reconciliation to generally accepted accounting principles ("GAAP")).

our strong operational management, cost control measures, efficient capital expenditures, broad product portfolio, and strong market position, we have historically generated strong “free cash.” Our aggressive capital expenditure plans for

2023 - 2025 have and will negatively impact our "free cash" generation over that time frame, after which we expect to generate increasingly higher levels of free cash.

Financial Strength and Flexibility

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

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

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

Over the past few years, we have been deploying our accumulated cash to expand our manufacturing capacity for the future.

We believe our strong cash position and

available revolving credit facility provide financial strength and flexibility and reduce our exposure to future economic uncertainties.

Our Key Challenges

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Key Business Strategies

Our business strategy principally consists of the following elements:

Think Customer First

We maintain significant production facilities in those regions where we market the bulk of our products in order to enhance the service and responsiveness that we

provide to our customers.

We aim to further strengthen our relationships with customers and strategic partners by providing broad product lines that allow us to provide “one-stop shop” service, whereby they can streamline their design and

purchasing processes by ordering multiple types of products, by anticipating customer needs, and supporting increasing customer demand.

Invest in Innovation to Drive Growth

We plan to continue to use our research and development (“R&D”), engineering, and product marketing resources to continually roll out new and innovative products.

As part of our plan to foster intensified internal growth, we have increased our worldwide R&D and engineering technical staff, and increased our technical field sales force in Asia to increase opportunities to design-in our products in local

We have entered into a new era at Vishay that focuses on being a customer first, business-minded company that is designed to drive profitable growth, which

we are calling Vishay 3.0.

We have identified eight strategic levers to achieve our goals:

Internal Capacity Expansion

Over the next few years, we expect to experience higher growth rates than over the last decade.

This expectation is based upon accelerated

electrification, such as factory automation, electrical vehicles, A.I., and 5G infrastructure.

We are investing in additional capital expenditures to expand key product lines to increase internal capacity and meet customers' needs.

These projects

include the Newport wafer fab;

a new site in Mexico for power inductors and non-linear resistors;

a resistor manufacturing expansion in Mexico;

expanded 8" diode manufacturing in Taiwan and Turin, Italy;

and the new MOSFET 12” fab in Itzehoe,

External Capacity Expansion

We are expanding our external capacity, engaging in developing partnerships with subcontractors to outsource production of some commodity products to

create incremental capacity for our higher growth and higher return products.

Each reportable segment is evaluating subcontractors, including supporting front-end capacities for our semiconductor segments.

We maintain significant production

facilities in those regions where we market the bulk of our products to reduce lead times and enhance the service and responsiveness that we provide our customers.

Optimizing Global Manufacturing Footprint

We are evaluating our global manufacturing footprint and began taking steps to optimize it by announcing the closure of three manufacturing sites as part

of the restructuring actions that were announced in September 2024.

See additional information in Note 3 to our consolidated financial statements.

Increased Technical Headcount

As part of our plan to foster intensified internal growth, we are focusing on increasing our technical resources, adding additional customer-facing

engineers, and intensifying our activities in R&D.

We plan to continue to use our R&D, engineering, and product marketing resources to continually roll out new and innovative products.

We have seen and will continue to see an increase in

operating expenses over the next couple of years as we add these engineering talents.

Enhanced Channel Management

We aim to further strengthen our relationships with customers and strategic partners by understanding customers' technical needs and providing broad

product lines that allow us to provide “one-stop shop” service, whereby they can streamline their design and purchasing processes by ordering multiple types of products from Vishay.

Our investments in internal and external capacity expansion allow

us to provide customers with a continuous supply of products and assure them that we have capacity to scale when needed.

By increasing our capacity and capabilities, we are also enhancing our ability to support all the business channels, while

maximizing the profitability of each one through a focus on higher margin customers.

We are providing greater technical support and engaging with customers’ in-house design engineers through our expanding field application engineers staff.

maintain significant production facilities in those regions where we market the bulk of our products to reduce lead times and enhance the service and responsiveness that we provide to our customers.

Our acquisition and R&D activities are

broadening our product offerings and allowing us to expand the portfolio of products we sell to catalogue distributors.

Our ability to react to changing customer needs and industry trends will continue to be key to our success.

We intend to leverage our insights into customer demand to continually develop new innovative products within our existing lines

and to modify our existing core products to make them more appealing, addressing changing customer needs and industry trends.

We are directing increased funding and are focusing on developing products to capitalize on the mega trends of

electrification, data storage, and wireless communications that are critical to our future success.

We are also investing in additional capital expenditures to expand key product lines.

Over the next few

years, we expect to experience higher growth rates than over the last decade.

This expectation is based upon accelerated electrification, such as factory automation, electrical vehicles, and 5G infrastructure.

Growth through Strategic Acquisitions

We plan to continue to expand within the electronic components industry, through the acquisition of other manufacturers of electronic components that have established

positions in major markets, reputations for product innovation, quality, and reliability, strong customer bases, and product lines with which we have substantial marketing and technical expertise.

It also includes certain businesses that possess

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

Cost Management

We place a strong emphasis on controlling our costs.

We focus on controlling fixed costs and reducing variable costs.

When our ongoing cost management activities are

not adequate, we take actions to maintain our cost competitiveness including restructuring our business to improve efficiency and operating performance.

Our growth plan was designed based on the tenets of the key business strategies listed above.

We intend to leverage our insights into

customer demand to continually develop new innovative products within our existing lines and to modify our existing core products to make them more appealing, addressing changing customer needs and industry trends.

We are directing increased

funding and are focusing on developing products to capitalize on the mega trends of electrification, data storage, and wireless communications that are critical to our future success.

Vishay Solutions

Another area of focus is our introduction of solution selling, speaking to customer engineers about applications, and the performance improvement that

Vishay components can bring from the full array of our portfolio.

Customer engineers look for suppliers who can provide solutions to advance their technologies.

We are developing reference designs to meet customer needs using the breadth of our

product portfolio.

Vishay’s semiconductors and passive components can populate greater than 80% of the components on the circuit board in many applications.

Mergers and Acquisitions

We also plan to continue to expand within the electronic components industry, through the acquisition of other manufacturers of electronic components that

have established positions in major markets, reputations for product innovation, quality, and reliability, strong customer bases, and product lines with which we have substantial marketing and technical expertise.

It also includes certain

businesses that possess technologies which we expect to further develop and commercialize, businesses that we grow using our manufacturing capabilities, capacity, and economies of scale and global customer base, and key niche suppliers that allow

us to vertically integrate our supply chain.

We design, manufacture, and market electronic components that cover a wide range of functions and technologies.

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custom products in which we believe we enjoy a good reputation and strong brand recognition, including our Siliconix, Dale, Draloric, Beyschlag, Sfernice, MCB, UltraSource, Applied Thin-Film Products, IHLP®, HiRel Systems, Sprague, Vitramon, Barry,

Roederstein, ESTA, and BCcomponents brands.

Roederstein, ESTA, BCcomponents, and Ametherm brands.

We promote our ability to provide “one-stop shop” service to customers, whereby they can streamline their design and purchasing processes by ordering multiple types of products from Vishay.

technical sales force consisting of field application engineers offers customers the complete breadth of the Vishay portfolio for their applications.

We aim to use this broad portfolio to increase opportunities to have our components selected and

“designed in” to new end products.

Our technical sales force consisting of field application engineers offers customers the complete breadth of the Vishay portfolio for their applications.

We aim to use this broad portfolio to increase opportunities to have our components selected

and “designed in” to new end products.

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

commodity products comprised 27% of our revenues.

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

“non-commodity” product.

Non-commodity products generally have a small number of competitors who have similar, but not exact, products.

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

For 2023, non-commodity products comprised

47% of our revenues.

We consider products that generally are produced by a small number of competitors who have similar, but not exact, products to be "certified" products.

products typically have a qualification and serve a particular end-use market.

For 2024, certified products comprised 49% of our revenues.

We also sell several custom products.

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acquisition of MaxPower Semiconductor, Inc.

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

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

capacity and capabilities of our MOSFETs segment.

("MaxPower") adds leading edge silicon and silicon carbide technology to our MOSFETs product line.

Our acquisition of Nexperia's Newport fab on March 5, 2024 will enhance the manufacturing capacity and

capabilities of our MOSFETs segment.

In 2024, commodity products comprised 37% of our annual MOSFETs segment revenues.

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

Certified products comprised 47% of our annual MOSFETs segment revenues.

products comprised 16% of our annual MOSFETs segment revenues.

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or provide electromagnetic interference filtering.

Our Diodes business is a solid business with a strong market presence in both the commodity and non-commodity markets.

The products that

comprise our Diodes business represent our broadest product line and include rectifiers, small signal diodes, protection diodes, thyristors/SCRs and power modules.

The primary application of rectifiers, found inside the power supplies of virtually

all electronic equipment, is to derive DC power from the AC supply.

Our Diodes business has a strong market presence in both the commodity and non-commodity markets.

The products that comprise our Diodes business

represent our broadest product line and include rectifiers, small signal diodes, protection diodes, thyristors/SCRs and power modules.

The primary application of rectifiers, found inside the power supplies of virtually all electronic equipment, is

to derive DC power from the AC supply.

Vishay is the worldwide leader in rectifiers, having a broad technology base and a good position in automotive, industrial, computing and consumer markets.

Our rectifier

innovations include TMBS® using Trench MOS barrier Schottky rectifier technology, which reduces power loss and improves the efficiency of end systems and eSMP®, the best in class high-current density surface mount packages.

Our wide selection of

small signal diodes consist of the following functions:

Our rectifier innovations include TMBS® using Trench

MOS barrier Schottky rectifier technology, which reduces power loss and improves the efficiency of end systems and eSMP®, the best in class high-current density surface mount packages.

Our wide selection of small signal diodes consist of the

following functions:

switching, tuning, band-switching, RF attenuation and voltage regulation (Zener).

They are available in various glass and plastic packaging options and generally are used in electronic

circuits, where small currents and high frequencies are involved.

They are available in various glass and plastic packaging options and generally are used in electronic circuits, where small currents and high

frequencies are involved.

Vishay is also one of the market leaders for TVS (transient voltage suppressor) diodes.

The portfolio of protection diodes includes ESD protection and EMI filter.

Our thyristors or

SCR (silicon-controlled rectifiers) are very popular in the industrial high-voltage AC power control applications.

Our thyristors or SCR (silicon-controlled rectifiers) are

very popular in the industrial high-voltage AC power control applications.

The fast growing markets of solar inverter and HEV/EV are the focus of our power modules business (IGBT or MOSFET modules).

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

These modules can be customized to fit in

different customer design requirements.

In 2024, commodity products comprised 56% of our annual Diodes segment revenues.

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

Certified products comprised 26% of our annual Diodes segment revenues.

products comprised 18% of our annual Diodes segment revenues.

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Optoelectronic components emit light, detect light, or do both.

Our Optoelectronic Components business has a strong market presence in both the commodity and

non-commodity markets.

Our broad range of standard and customer specific optoelectronic components includes infrared (“IR”) emitters and detectors, IR remote control receivers, optocouplers, solid-state relays, optical sensors, light-emitting

diodes (“LEDs”), 7-segment displays, and IR data transceiver modules (IrDA®).

Our IR remote control receivers are designed for use in infrared remote control, data transmission, and light barrier applications in end products including televisions,

set-top boxes, notebook computers, and audio systems.

Our broad range of standard and customer specific optoelectronic components includes infrared (“IR”)

emitters and detectors, IR remote control receivers, optocouplers, solid-state relays, optical sensors, light-emitting diodes (“LEDs”), 7-segment displays, and IR data transceiver modules (IrDA®).

Our IR remote control receivers are designed for

use in infrared remote control, data transmission, and light barrier applications in end products including televisions, set-top boxes, notebook computers, and audio systems.

We are the leading manufacturer of IR remote control receivers.

Our optocouplers electrically isolate input and output signals.

Uses include switch-mode power supplies, consumer electronics,

telecommunications equipment, solar inverters, and industrial systems.

Our IR data transceiver modules are used for short range, two-way, high-speed, and secure wireless data transfer between electronic devices such as home medical appliances,

mobile phones, industrial data loggers, and metering.

Our optical sensors product line was considerably strengthened by our acquisition of Capella in 2014.

Our optical sensors products include ambient light sensors, optical encoders, integrated

photodiode and I/V amplifiers, proximity sensors, color sensors, and UV sensors.

Applications include telecommunications, mobile phones, smartphone, handheld devices, digital cameras, laptops, desktop computers, LED backlighting, office automation

equipment, household electrical appliance and automotive electronics.

optocouplers electrically isolate input and output signals.

Uses include switch-mode power supplies, consumer electronics, telecommunications equipment, solar inverters, and industrial systems.

Our IR data transceiver modules are used for short

range, two-way, high-speed, and secure wireless data transfer between electronic devices such as home medical appliances, mobile phones, industrial data loggers, and metering.

Our optical sensors products include ambient light sensors, optical

encoders, integrated photodiode and I/V amplifiers, proximity sensors, color sensors, and UV sensors.

Applications include telecommunications, mobile phones, smartphone, handheld devices, digital cameras, laptops, desktop computers, LED

backlighting, office automation equipment, household electrical appliance and automotive electronics.

Our LEDs are designed for backlighting and illumination in automotive and other applications.

Our LEDs include ultra-bright as well as small surface-mount packages, with

products available in all standard colors including white.

All of our Optoelectronic Components segment products are non-commodity or custom products.

Our LEDs include ultra-bright as well as small

surface-mount packages, with products available in all standard colors including white.

All of our Optoelectronic Components segment products are certified or custom products.

Approximately 40% of our annual Optoelectronic Components segment revenues

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We maintain the broadest portfolio of resistor products worldwide.

Under current market conditions, the business is solid,

predictable, and growing at relatively stable selling prices.

We are a market leader with a strong technology base, many specialty products, and strong brand recognition (such as our Dale, Draloric, Beyschlag, and Sfernice brands).

higher value markets in specialized industries, while maintaining a complete portfolio of commodity products.

We are a market leader with a strong technology base,

many specialty products, and strong brand recognition (such as our Dale, Draloric, Beyschlag, Sfernice, and Ametherm brands).

We focus on higher value markets in specialized industries, while maintaining a complete portfolio of commodity products.

We do not aim to be the volume leader in commodity markets.

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In 2024, commodity products comprised 16% of our annual Resistors segment revenues.

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

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

Certified products comprised 52% of our annual Resistors segment revenues.

products comprised 32% of our annual Resistors segment revenues.

Approximately 20% of our annual Resistors segment revenues were generated by products that were developed in the previous five years.

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In addition, we are a worldwide leader in custom magnetic solutions focusing on high performance and high reliability.

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

Substantially all of our Inductors segment products are certified or custom products.

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

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In 2024, commodity products comprised 23% of our annual Capacitors segment revenues.

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

Certified products comprised 52% of our annual Capacitors segment revenues.

Custom products comprised 25% of our annual Capacitors segment revenues.

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To optimize production efficiencies, we have whenever practicable established manufacturing facilities in countries, such as India, Israel, Malaysia, Mexico, the People’s Republic of China, and the Philippines, where we can benefit from

lower labor costs and also benefit from various government incentives, including tax relief.

lower labor costs.

One of our most sophisticated manufacturing operations is the production of power semiconductor components.

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Both wafer fabrication and assembly phases incorporate wafer level and device level electrical testing to ensure that device design integrity has been achieved.

In the United States, our manufacturing facilities are located in California, Connecticut, Massachusetts, Minnesota, Nebraska, New Hampshire, New York, Rhode Island,

South Dakota, Vermont, and Wisconsin.

In the United States, our manufacturing facilities are located in California, Connecticut, Massachusetts, Minnesota, Nebraska, Nevada, New Hampshire, New York, Rhode

Island, South Dakota, Vermont, and Wisconsin.

In Asia, our main manufacturing facilities are located in the People’s Republic of China, the Republic of China (Taiwan), India, and Malaysia.

In Europe, our main manufacturing facilities are located in

Germany, France, and the Czech Republic.

We have substantial manufacturing facilities in Israel.

We also have manufacturing facilities in Austria, Dominican Republic, Japan, Hungary, Italy, Mexico, Portugal, and the Philippines.

Over the past

several years, we have invested substantial resources to increase the efficiency of our plants, which we believe will further reduce production costs.

Germany, the United Kingdom, France, and the Czech Republic.

We have substantial manufacturing facilities in Israel and Mexico.

We also have manufacturing facilities in Austria, Dominican Republic, Japan, Hungary, Italy, Portugal, and the

Over the past several years, we have invested substantial resources to increase the efficiency of our plants, which we believe will further reduce production costs.

All of our manufacturing operations have received ISO 9001 certification.

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could require us to reduce production or incur additional costs.

We use third-party foundries and subcontractors for certain of our manufacturing activities, primarily wafer fabrication and the assembly and testing of finished

We use third-party foundries and subcontractors for certain of our manufacturing activities, primarily wafer fabrication, the assembly and testing of finished goods,

and the manufacturing of certain commodity products.

Establishing third-party contract manufacturer relationships can be time consuming and costly, and the number of qualified providers is limited.

Our agreements with these manufacturers typically require us to commit to purchase services

based on forecasted product needs, which may be inaccurate, and, in some cases, require us to recognize losses on these adverse purchase commitments.

Our agreements may limit our ability to increase production, particularly during periods of

growing demand for our products.

Our agreements with these manufacturers typically

require us to commit to purchase services based on forecasted product needs, which may be inaccurate, and, in some cases, require us to recognize losses on these adverse purchase commitments.

Our agreements may limit our ability to increase

production, particularly during periods of growing demand for our products.

Due to our global supply chain, we are impacted by global trade disputes.

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(greater than one year) contracts for specific products.

Net revenues from our top 30 customers represent approximately 68% of our

total net revenues.

Net revenues from our top 30 customers represent approximately 72% of our total net revenues.

No single customer comprised more than 10% of our total net revenues for 2024.

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We maintain strategically placed design centers where proximity to customers enables us to more easily gauge and satisfy the needs of local markets.

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

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

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

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

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

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

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

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

Training and communication efforts have

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

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

efficient business processes.

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

nurturing key talent.

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

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

leadership roles continue to be implemented.

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

Vishay is continuously evolving to meet or exceed customer and market demands, which requires increased collaboration and agility.

We are fostering a

high-performance culture in which employees are encouraged to share ideas, adopt continuous improvement practices, and work together to achieve our organizational goals.

Our training and communication efforts focus on instilling a mindset of

accountability and ownership.

In late 2023, we completed the first phase of implementing a global human capital management system.

This system is designed to enhance communication,

development, and efficient business processes for our international workforce.

In 2025, we will implement additional modules to further expand our capabilities for leveraging global talent and consistently enforcing performance standards.

Throughout 2024, we continued to strengthen our internal Talent Acquisition function to effectively and promptly source key technical talent, enabling more

agile resource scaling to support anticipated growth.

As we redefine leadership, our organizational structure is evolving.

We empower our employees by streamlining decision-making processes, which accelerates decision-making across the

organization.

In September 2024, we announced restructuring actions designed to optimize our manufacturing footprint and streamline business decision

The restructuring actions will be implemented in phases and will result in a reduction of approximately 2% of our manufacturing workforce and 6% of our SG&A workforce.

Regulatory Compliance

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Compensation Committee Charter

Executive Stock Ownership Guidelines

Amended and Restated Executive Stock Ownership Guidelines

Director Stock Ownership Guidelines

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

What changed 10-K

Item 1. Business