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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-16 · 816 added, 592 removed, 1640 unchanged (46% 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.

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.

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.

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, 2024 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, 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).

We have audited Vishay Intertechnology, Inc.’s internal control over financial reporting as of December 31, 2024, 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.

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 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.

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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such information on our website, at the aforementioned address and location.

Our Board of Directors has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our directors, officers, and

employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us (the "Securities Trading Compliance Program").

Our Securities Trading

Compliance Program is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Certain information required under this Item with respect to our Executive Officers is set forth in Part I hereof under the caption “Executive

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

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.

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.

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

Second Supplemental Indenture, dated as of October 29, 2024, by and between Vishay Intertechnology, Inc.

and HSBC Bank USA, N.A., as Trustee.

Incorporated by reference as Exhibit 4.1 in our quarterly report on Form

10-Q for the fiscal quarter ended September 28, 2024.

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

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

First Supplemental

Indenture, dated as of October 29, 2024, by and between Vishay Intertechnology, Inc.

and HSBC Bank USA, N.A., as Trustee.

Incorporated by reference as Exhibit 4.2 in our quarterly report on Form 10-Q for the fiscal quarter ended September 28,

Form of Global Note, representing Vishay

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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.

and 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.

Restated Vishay Intertechnology, Inc.

and Restated Vishay Intertechnology, Inc.

2007 Stock Incentive Program.

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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 Dr.

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.

Agreement, dated January 1, 2004, between Vishay Israel Ltd.

Employment Agreement, dated January 1, 2004, 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 2, 2004.

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.

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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.

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.

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.

Amendment to Employment Agreement, dated February 27,

2024, between Vishay Dale Electronics LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

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

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

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

July 18, 2022.

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,

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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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10.4 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

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

ended October 1, 2022.

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

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

Amendment to Employment Agreement, dated February 23, 2021, between Vishay Singapore Pte.

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

Incorporated by reference

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

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

First Amendment to Employment Agreement, dated February 23, 2021, between Vishay Singapore Pte.

(an indirect wholly owned subsidiary of Vishay

Intertechnology, Inc.), Vishay Intertechnology, Inc., and Clarence Tse.

Incorporated by reference to Exhibit 10.5 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.

(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.

Employment 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.

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

Incorporated by reference to Exhibit 10.4 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.

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,

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

Amendment to Employment Agreement, dated February 27,

2024, 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 10.2 to our current report on Form 8-K, filed February 29,

Employment Agreement, dated July 14, 2022, between

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Incorporated by reference to Exhibit 10.5 to our current report on Form 8-K, filed July 18, 2022.

Amendment to Employment Agreement, dated

February 27, 2024, between Siliconix incorporated (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Roy Shoshani.

Incorporated by reference to Exhibit 10.4 to our current report on Form 8-K,

filed February 29, 2024.

Amendment to Employment Agreement, dated January 13, 2025, between Siliconix incorporated (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Roy Shoshani.

Agreement between Vishay Electronic GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Andreas Randebrock dated May 20, 2020.

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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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Incorporated by reference to Exhibit 10.7 to our current report on Form 8-K, filed July 18, 2022.

Amendment to Employment Agreement, dated

February 27, 2024, between Vishay Intertechnology, Inc., and Peter Henrici.

Incorporated by reference to Exhibit 10.6 to our current report on Form 8-K, filed February, 29, 2024.

Agreement, dated February 27, 2024, between Vishay Intertechnology, Inc., and David E.

Incorporated by reference to Exhibit 10.3 to our current report on Form 8-K, filed February 29, 2024.

Employment Agreement, dated February 27,

2024, between Vishay Intertechnology, Inc., and Michael O'Sullivan.

Incorporated by reference to Exhibit 10.5 to our current report on Form 8-K, filed February 29, 2024.

Intertechnology, Inc.

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Incorporated by reference to Exhibit 10.10 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Property License Agreement, dated July 6, 2010, between Vishay S.A.

Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A.

and Vishay Precision Foil GmbH.

Incorporated by reference to Exhibit 10.11 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Agreement, dated July 6, 2010, between Vishay Precision Foil GmbH and Vishay S.A.

Incorporated by reference to Exhibit 10.12 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Property License Agreement, dated July 6, 2010, between Vishay S.A.

Incorporated by reference to Exhibit

10.11 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Supply Agreement, dated July 6, 2010, between Vishay Precision Foil GmbH and Vishay S.A.

Incorporated by reference to Exhibit 10.12 to Vishay Precision

Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A.

and Vishay Measurements Group, Inc.

Incorporated by reference to Exhibit 10.13 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Agreement, dated as of June 5, 2019, 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 June 5, 2019.

Amendment No.

Incorporated by reference to

Exhibit 10.13 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Credit Agreement, dated as of June 5, 2019, 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 June 5, 2019.

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.

Amendment and Restatement Agreement, dated as of May 8,

2023 among Vishay 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 to our current

report on Form 8-K, filed May 8, 2023.

First Amendment to the Amended and Restated Agreement,

dated as of August 15, 2024, 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 in our current report on Form 8-K

filed August 15, 2024.

Intertechnology, Inc.

Form of Executive Officer Restricted Stock Unit Agreement.

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.

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.

Vishay Intertechnology, Inc.

Form of Executive Officer Phantom Stock Unit Agreement.

Incorporated by reference to Exhibit 10.50 to our 2019 annual

report on Form 10-K.

Intertechnology, Inc.

Form of Executive Officer Phantom Stock Unit Agreement.

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

Intertechnology, Inc.

Non-Employee Director Compensation Plan.

Vishay Intertechnology, Inc.

Non-Employee Director

Compensation Plan.

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

Form of Future Deferred Remuneration Arrangement of Vishay

Form of Future

Deferred Remuneration Arrangement of Vishay Israel Ltd.

(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.

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.

Incorporated by reference to Exhibit 10.2 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

Form of Phantom Stock Award Agreement.

Incorporated by

reference to Exhibit 10.66 to our 2023 annual report on Form 10-K.

Non-Employee Director RSU Agreement.

Incorporated by reference to Exhibit 10.67 to our 2023 annual report on Form 10-K.

Form of Executive Officer Restricted Stock Unit

Incorporated by reference to Exhibit 10.7 in our quarterly report on Form 10-Q for the fiscal quarter ended March 30, 2024.

Performance-Based Restricted Stock Unit Agreement.

Incorporated by reference to Exhibit 10.8 in our quarterly report on Form 10-Q for the fiscal quarter ended March 30, 2024.

Vishay Intertechnology, Inc.

Trading Compliance Program.

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.

Consent of Independent Registered Public

Accounting Firm.

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.

Section 1350, as

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

Section 1350,

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

Certification Pursuant to 18 U.S.C.

Section 1350, as

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

Section 1350,

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

Intertechnology, Inc.

Dodd-Frank Clawback Policy.

Incorporated by reference to Exhibit 97.1 in our 2023 annual report on Form 10-K.

Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2024, furnished in iXBRL (Inline eXtensible Business Reporting Language)).

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February 14, 2025

Principal Financial and Accounting Officer:

/s/ Lori Lipcaman

Executive Vice President and Chief

Principal Financial Officer:

Executive Vice President and

February 14, 2025

Lori Lipcaman

Financial Officer

Chief Financial Officer

Principal Accounting Officer:

Senior Vice President and

February 14, 2025

Chief Accounting Officer

Board of Directors:

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February 14, 2025

/s/ Jeffrey H.

February 16, 2024

/s/ Ruta Zandman

3 unchanged sentences

Raanan Zilberman

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Vishay Intertechnology, Inc.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Vishay Intertechnology, Inc.

To the Stockholders and the Board

of Directors of Vishay Intertechnology, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vishay Intertechnology, Inc.

(the Company) as of December 31, 2023 and 2022, and the

related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated

financial statements”).

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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’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) and our report dated

February 16, 2024 expressed an unqualified opinion thereon.

(the Company) as of December 31, 2024 and 2023 , the related consolidated statements of operations, comprehensive income , stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024 , and the related notes

(collectively referred to as the “ consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company at December 31, 2024 and 2023 , and

the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 , in conformity with U.S.

generally accepted

accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(2013 framework), and our report dated February 14, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

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.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

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.

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

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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.

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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the

critical audit matter or on the account or disclosure to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosure to which they relate.

Sales Returns and Allowances Accruals

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At December 31, 2024, the Company’s liability for sales returns and allowances was $43.4 million.

As discussed in Note 1 of the consolidated

financial statements, the Company recognizes the estimated variable consideration to be received as revenue from contracts with customers and recognizes a related accrued liability for estimated future credits that will be issued to its

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 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.

As discussed in Note 1 of

the consolidated financial statements, the Company recognizes the estimated variable consideration to be received from contracts with customers as revenue and recognizes a related accrued liability for estimated future credits that will be

issued to its 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 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, including testing controls over management’s review of the reserve calculation and the underlying assumptions used to develop the estimates.

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, 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

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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.

Goodwill Impairment

Description of the Matter

At December 31, 2024, the Company’s goodwill balance was $179.0 million.

As discussed in Note 1 and Note 19 of the consolidated

financial statements, the Company’s goodwill is tested for impairment at least annually, or whenever events or circumstances indicate that the value of goodwill may be impaired.

If goodwill is determined to be impaired, an impairment loss is

measured at the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

During the fourth quarter of 2024, the Company identified impairment indicators related to goodwill

within the MOSFETs reporting unit.

The Company performed a quantitative assessment of the reporting unit to determine its fair value.

Based on the Company’s evaluation, the estimated fair value of the reporting unit was determined to be less

than its carrying value.

As a result, a non-cash goodwill impairment charge of $66.5 million was recognized.

Auditing the Company’s goodwill impairment assessment for the MOSFETs reporting unit was complex and highly judgmental due to

the significant judgments and estimation required by management in determining the fair value of the reporting unit, which is based on assumptions about future market or economic conditions and company-specific qualitative factors whose

outcome is uncertain and will therefore be subject to change over time.

In particular, the fair value estimate of the reporting unit involves the use of significant unobservable inputs and is sensitive to changes in significant assumptions,

such as the discount rate, revenue growth rate, and earnings before interest, taxes, depreciation and amortization ("EBITDA").

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

goodwill impairment review and testing process over the MOSFETs reporting unit.

For example, we tested controls over management’s review of the valuation model, the significant assumptions described above, and the completeness and accuracy of

the data used in the valuation.

To test the estimated fair value for the MOSFETs reporting unit, we performed audit procedures that included, among others,

assessing the methodologies used to develop the estimated fair values, testing the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data used by the Company in its analyses.

the significant assumptions used by management to historical results and current industry trends.

We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result

from changes in the assumptions.

We also involved valuation specialists to assist in our evaluation of the overall methodologies and the discount rate used in the fair value estimate.

/s/ Ernst & Young LLP

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authorized - 300,000,000 shares;

133,187,901 and 132,911,771 shares outstanding

133,607,153 and 133,187,901 shares issued

Class B convertible common stock, par value $ 0.10 per share:

authorized - 40,000,000 shares;

12,097,148 shares outstanding

12,097,148 shares issued

Capital in excess of par value

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Selling, general, and administrative expenses

Restructuring and severance costs

Impairment of goodwill

Operating income

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Total other income (expense)

Income before taxes

Income (loss) before taxes

Income tax expense

Net earnings (loss)

net earnings attributable to noncontrolling interests

Net earnings attributable to Vishay stockholders

Basic earnings per share attributable to Vishay stockholders:

Diluted earnings per share attributable to Vishay stockholders:

Net earnings (loss) attributable to Vishay stockholders

Basic earnings (loss) per share attributable to Vishay stockholders:

Diluted earnings (loss) per share attributable to Vishay stockholders:

Weighted average shares outstanding - basic

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Years ended December 31,

Net earnings (loss)

Other comprehensive income (loss), net of tax

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Other comprehensive income (loss)

Comprehensive income

Comprehensive income (loss)

comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Vishay stockholders

Comprehensive income (loss) attributable to Vishay stockholders

See accompanying notes.

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Operating activities

Adjustments to reconcile net earnings to net cash provided by operating activities:

Net earnings (loss)

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization

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Inventory write-offs for obsolescence

Impairment of goodwill

Pensions and other postretirement benefits, net of contributions

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Proceeds from long-term borrowings

Repurchase of convertible debt instruments

Repurchase of convertible senior notes due 2025

Net proceeds (payments) on revolving credit facility

Debt issuance costs

Debt issuance and amendment costs

Cash paid for capped call

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Distributions to noncontrolling interests

Acquisition of noncontrolling interests

Cash withholding taxes paid when shares withheld for vested equity awards

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Balance at December 31, 2021

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

Other comprehensive income (loss)

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Stock compensation expense

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

Balance at December 31, 2022

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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

Other comprehensive income

Net earnings (loss)

Other comprehensive income (loss)

Distributions to noncontrolling interests

Acquisition of noncontrolling interests

Issuance of stock and related tax withholdings for vested restricted stock units ( 419,252 shares)

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Stock compensation expense

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

Capped call transactions, net of tax

Repurchase of common stock held in treasury ( 2,397,714 shares)

Balance at December 31, 2024

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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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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

contained within such framework agreements to be contracts.

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

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

Substantially all of the Company's receivables historically have been and are expected to continue to be collected within twelve months of

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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 parties.

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

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 time.

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'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 customer.

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

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.

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.

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 $ 120,126 , $ 99,506 ,

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

2022, and 2021,

respectively.

and $ 81,182 , for the years ended December 31, 2024, 2023, and 2022, 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 appropriate.

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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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 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 (benefit) for accounts receivable was $( 214 ), $ 369 , and $ 365 for the years ended December

31, 2024 , 2023 , and 2022 , respectively.

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

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Net credit loss expense for cash equivalents, short-term investments, and restricted investments was immaterial for the years ended December 31, 2024, 2023, and 2022.

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 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.

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, 2024 was approximately $ 496,100 .

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 $ 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).

Individually material gains and

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

Included in the estimated cost to complete the Itzehoe, Germany 12-inch wafer fab and the Newport wafer fab expansion construction projects are

certain costs for which there are currently no contractual commitments to complete .

Depreciation expense was $ 198,961 , $ 174,457 , and $ 155,864 for the years ended December 31, 2024 , 2023, and 2022 , 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).

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, 2023 and 2022 do not include claims

against third parties.

Accrued liabilities for environmental matters recorded at December 31,

2024 and 2023 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.

These tests are performed more frequently whenever events or changes in circumstances

indicate that the assets might be impaired.

The Company's business segments (see Note 15) represent its reporting units for goodwill impairment testing purposes.

At December 31, 2023 and 2022, respectively, the Company has no recorded indefinite-lived intangible assets.

The Company performs its annual goodwill impairment tests as of the first day of the

fourth fiscal quarter.

These tests are performed more frequently whenever events or changes in circumstances indicate that the assets might be impaired (see Note 19).

The Company's business segments (see Note 15) represent its reporting units for

goodwill impairment testing purposes.

At December 31, 2024 and 2023, respectively, the Company has no recorded

indefinite-lived intangible assets.

Definite-lived intangible assets are amortized over their estimated useful lives.

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GAAP prescribes a quantitative method for determining goodwill impairment.

The Company has the option of performing a qualitative assessment before performing the

quantitative impairment test.

If it is determined, on the basis of qualitative factors, that the fair value of the reporting unit is not more likely than not less than the carrying amount, the quantitative impairment test is not required.

determined that the fair value of the reporting unit is more likely than not less than the carrying amount, the quantitative impairment test is required.

The Company has the option of performing a qualitative assessment before

performing the quantitative impairment test.

If it is determined, on the basis of qualitative factors, that the fair value of the reporting unit is not more likely than not less than the carrying amount, the quantitative impairment test is not

If it is determined that the fair value of the reporting unit is more likely than not less than the carrying amount, the quantitative impairment test is required.

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).

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

Company would recognize an impairment charge.

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 Company would recognize an impairment charge.

Impairment of Long-Lived Assets

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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" 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" on the consolidated statements of operations.

Financial Instruments

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The Company has significant operations outside of the United States.

The Company finances its operations in Europe and certain locations in Asia in local currencies, and

accordingly, these subsidiaries utilize the local currency as their functional currency.

The Company’s operations in Israel and most significant locations in Asia are largely financed in U.S.

dollars, and accordingly, these subsidiaries utilize the

The Company finances most of its operations in Europe and certain locations in Asia in local

currencies, and accordingly, these subsidiaries utilize the local currency as their functional currency.

The Company’s operations in Israel, the United Kingdom, and most significant locations in Asia are largely financed in U.S.

accordingly, these subsidiaries utilize the U.S.

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.

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.

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 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.

14 unchanged sentences

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 program was substantially completed as of December 31, 2021.

See Note 3 for additional information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 1 – Summary of

Significant Accounting Policies (continued)

Recent Accounting Pronouncements

Recent Accounting Guidance Not Yet Adopted

Accounting Guidance Recently Adopted

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

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 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 annual periods beginning on or after January 1, 2024, and interim periods beginning after January 1, 2025, with the ability to early

The Company adopted the ASU effective January 1, 2024.

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.

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

Recent Accounting Guidance Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures .

The ASU requires entities to consistently categorize and provide greater disaggregation of information in the rate

reconciliation and income taxes paid.

The ASU is effective for the Company for annual periods beginning on or after January 1, 2025, with the ability to early adopt.

The Company plans to prospectively adopt the ASU.

The adoption of the ASU will not

impact the Company's financial position, results of operations, or cash flows, but will increase its income tax disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses .

The ASU requires entities to provide expanded disclosures about specific income statement expenses, primarily

through enhanced disclosures about purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

The ASU is effective for the Company for annual periods beginning on or after January 1, 2027, and interim periods

beginning after January 1, 2028, with the ability to early adopt.

The adoption of the ASU will not impact the Company's financial position, results of operations, or cash flows.

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 cash flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Year ended December 31, 2024

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

Newport wafer fab

On March 5, 2024 , the Company acquired Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K.

for $ 177,457 in cash, net of cash acquired.

The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per

The transaction included contingent payments of $ 15,000 , held in escrow pending receipt of an export license.

As of December

31, 2024, the contingency was resolved.

The transaction was funded by Vishay with cash on-hand.

To effect the transaction,

Vishay acquired 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.

Neptune 6 Limited was renamed "Vishay UK Holdings Limited," and Nexperia

Newport Limited was renamed "Vishay Newport Limited."

Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as follows:

Net working deficit (excluding cash and cash equivalents)

Property and equipment

Customer relationships

Deferred taxes, net

Total identified assets and liabilities

Purchase price, net of cash acquired

The acquired assets and liabilities, including goodwill, are included in the MOSFETs segment.

The weighted average useful lives for customer relationships is 3 years.

associated with this transaction is not deductible for income tax purposes.

See Note 19 for information on goodwill impairment testing.

The Company recognized $ 2,984 of acquisition costs classified as a component of selling, general, and administrative expenses.

These costs were recognized in the third and fourth fiscal

quarters of 2023 and first fiscal quarter of 2024.

The results and operations of this acquisition have been included in the MOSFETs segment

since March 5, 2024.

The inclusion of this acquisition did not have material impact on the Company's consolidated results.

Ametherm, Inc.

On June 5, 2024 , the Company acquired all of the outstanding equity interests of Ametherm, Inc.

, a Carson City, Nevada-based manufacturer of inrush current limiting solutions and power thermistors, for $ 31,478 in cash, net of cash acquired.

Based on an estimate of fair values, the Company allocated $ 17,000 of the purchase price to definite-lived intangible assets.

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

their fair values at the date of acquisition, the Company recorded goodwill of $ 11,685 related to this acquisition.

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

The results and operations of this acquisition have been included in the Resistors segment since June 5, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 2 - Acquisition and Divestiture Activities (continued)

Birkelbach Kondensatortechnik GmbH

On December 17, 2024 the Company acquired Birkelbach Kondensatortechnik GmbH and certain related assets ("Birkelbach") for $ 15,839 , net of cash acquired.

Based in Erndtebrueck, Germany, Birkelbach is a manufacturer of metalized technical films for capacitor

Vishay was a major customer of Birkelbach, and the acquired business will be vertically integrated into Vishay's Capacitors segment.

Based on a preliminary estimate of fair values, the Company allocated $ 7,168 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to assets acquired and liabilities

assumed based on an estimation of the fair values at the date of acquisition, the Company recorded goodwill of $ 777 related to

this acquisition.

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

The results and operations of this acquisition have been included in the Capacitors segment since

December 17, 2024.

Year ended December 31, 2023

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

all of the assets of Centerline Technologies, LLC , 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.

4 unchanged sentences

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

, 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,

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

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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 have been or

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

GAAP purchase price.

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.

Additionally, $ 2,500 has been paid upon the achievement of the first technology milestone.

The Company's estimate of the maximum

possible total 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.

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

1 unchanged sentence

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

Year ended December 31, 2021

On December 31, 2021 , the Company acquired substantially

all of the U.S.

assets of Barry Industries , a Massachusetts-based, privately-held manufacturer of resistive components for $ 20,847 .

Based on an estimate of their fair values, the Company allocated $ 9,600 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 $ 7,813 related to this acquisition.

The results and operations of this acquisition have been

included in the Resistors segment since December 31, 2021.

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

See Note 19 for

information on goodwill impairment testing.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 3 – Goodwill and Other Intangible Assets

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 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:

Optoelectronic

Balance at December 31, 2021

MaxPower acquisition

Exchange rate effects

Balance at December 31, 2022

Centerline acquisition

Purchase price allocation adjustment

Exchange rate effects

Note 3 – Restructuring and Related Activities

In September 2024, the Company announced the implementation of restructuring actions designed to optimize the Company’s

manufacturing footprint and streamline business decision making.

The restructuring actions will be implemented in phases and include:

Selling, general, and administrative functions will be streamlined through the fourth fiscal quarter of 2025.

The closure of three manufacturing facilities.

A Diodes segment back-end facility in Shanghai, China is expected to be closed by the end of 2026

with production transfers completed in phases beginning in the fourth quarter of 2025.

In addition, two small facilities in the Resistors segment in Fichtelberg, Germany, and in Milwaukee, Wisconsin, are expected to be closed

Various changes in manufacturing operations and production transfers.

The following table summarizes the activity to date related to this program:

Expense recorded in 2024

Foreign currency translation

Balance at December 31, 2024

Other intangible assets are as follows:

Intangible assets subject to amortization:

Patents and acquired technology

Capitalized software

Customer relationships

Accumulated amortization:

Patents and acquired technology

Capitalized software

Customer relationships

Net intangible assets subject to amortization

Amortization expense (excluding capitalized software) was $ 9,916 ,

$ 8,127 , and $ 7,790 , for the

years ended December 31, 2023, 2022,

and 2021, respectively.

Estimated annual amortization expense of intangible assets on the balance sheet at December 31, 2023 for each of the next five years is as follows:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Severance payment terms vary by country, but generally are paid in a lump sum at

cessation of employment.

Some payments are made over an extended period.

The current portion of the liability is $ 16,070 and is included in other accrued expenses in the accompanying consolidated balance sheet.

The non-current portion of

the liability is $ 14,518 and is included in other liabilities in

the accompanying consolidated balance sheet.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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The difference between the total payments above and the lease liability balance is due to the discount rate used to calculate lease liabilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

1 unchanged sentence

Changes in Tax Laws and Regulations

Effective November 15, 2021, Israel enacted changes in its tax laws.

As a direct result of this change in tax law, the Company made the determination during the fourth

fiscal quarter of 2021 that substantially all unremitted foreign earnings in Israel were no longer indefinitely reinvested.

The Company recorded additional tax expense of $ 53,316 during the fourth fiscal quarter of 2021 to accrue the claw-back tax on applicable earnings and withholding taxes necessary to distribute these approximately $ 385,000 of accumulated earnings to the United States.

The Company repatriated $ 81,243 to the United States in 2022 pursuant to this repatriation program.

The Company paid withholding taxes, foreign taxes, and Israeli clawback taxes of $ 25,201 due to the repatriation.

United States

1 unchanged sentence

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

income taxation

on unremitted foreign earnings.

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:

Installments of $ 37,622 were paid in 2024, $ 27,670 were paid in 2023, and $ 14,757 in each of 2022, 2021, 2020, 2019, and 2018.

The Company expects to pay the final installment payment of $ 47,027 in 2025.

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”).

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.

Change in Indefinite Reversal Assertion

The Company made the determination during the fourth fiscal quarter of 2022 that substantially all unremitted earnings in Germany are no longer

The Company has elected to account for Global Intangible

Low-Taxed Income ("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, 2024, 2023, or 2022.

Changes in Indefinite Reversal Assertion

The Company made the determination during the fourth fiscal quarter of 2021 that substantially all unremitted foreign earnings in Israel were no longer indefinitely reinvested.

The Company repatriated $ 81,243 to the United States in 2022 pursuant to this repatriation program.

The Company paid withholding taxes, foreign taxes, and Israeli clawback

taxes of $ 25,201 due to the repatriation.

The Company made the determination during the fourth fiscal quarter of 2022 that substantially all unremitted earnings in Germany were no longer

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

1 unchanged sentence

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.

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 .

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 .

The Company repatriated $ 120,000 of accumulated earnings to the United States in the second fiscal quarter of 2024 and paid withholding taxes, in Israel, of $ 15,000 .

At December 31, 2024, approximately $ 204,407

1 unchanged sentence

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.

recorded for unremitted earnings at December 31, 2024 is approximately $ 77,000 , 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

7 unchanged sentences

Total income tax expense

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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:

4 unchanged sentences

Research and development costs

Original issue discount interest

Other accruals and reserves

4 unchanged sentences

Tax deductible goodwill

Intangibles other than goodwill

Earnings not indefinitely reinvested

Total gross deferred tax liabilities

Net deferred tax assets (liabilities)

Net deferred tax assets

The Company makes significant judgments regarding the realizability of its deferred tax assets (principally net operating losses and tax credits).

8 unchanged sentences

Effect of foreign operations

Impairment of goodwill

Tax on earnings not indefinitely reinvested

Unrecognized tax benefits

Change in valuation allowance on deferred tax assets

2 unchanged sentences

Base Erosion Anti-Abuse Tax

Change in U.S.

tax regulations

Total income tax expense

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

4 unchanged sentences

Part of Vishay's historical strategy has been to achieve cost savings through the transfer and expansion of manufacturing

operations to countries where it can take advantage of lower labor costs and available tax and other government-sponsored incentives.

operations to countries where it can take advantage of lower labor costs.

With the reduction in the U.S.

statutory rate to 21% beginning January 1, 2018, Vishay expects that its effective

tax rate will be higher than the U.S.

statutory rate, excluding unusual transactions.

Historically, the effective tax rates were generally less than the U.S.

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

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.

statutory rate to 21% beginning January 1, 2018, Vishay expects that its effective tax rate will be higher than the U.S.

statutory rate,

excluding unusual transactions.

Income tax expense for the year ended December 31, 2022 includes certain discrete tax items for changes in uncertain tax positions, valuation allowances,

tax rates, and other related items.

These items total $ 20,032 in 2022.

There were no unusual tax items for the years ended December 31,

2024 and 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.

At December 31, 2024, the Company had the following significant net operating loss carryforwards for tax purposes:

2 unchanged sentences

No expiration

The Republic of China (Taiwan)

United Kingdom

No expiration

At December 31, 2024, the Company had the following significant tax credit carryforwards available:

2 unchanged sentences

No expiration

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

12 unchanged sentences

Currency translation adjustments

Reduction based on tax positions related to prior years

Reduction for settlements

1 unchanged sentence

Balance at end of year

In 2024, the Company recorded a deferred tax asset and offsetting liability for unrecognized tax benefits related to an acquired net operating loss

All of the unrecognized tax benefits of $ 32,500

7 unchanged sentences

years ended December 31, 2024, 2023, and 2022, 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

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

the table above.

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.

The federal income tax returns for the years 2021 through 2023 remain subject to

The tax returns of significant non-U.S.

subsidiaries currently under examination are located in the following jurisdictions:

Israel (2021), Germany (2017 through 2021), India (2004 through 2021), and Philippines (2017 through 2023).

The Company and its

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

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.

6 unchanged sentences

unrecognized tax benefits ranging from $ 8,634 to $ 8,744 .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

9 unchanged sentences

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

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

In May 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.

revolving loans available until May 8, 2028 .

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.

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

9 unchanged sentences

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.

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.

On August 15, 2024 , the Company entered into an amendment to the Credit Facility that redefined the Interest Coverage Ratio to remove Capital Expenditures from the calculation and increased

the minimum Interest Coverage Ratio to 3.25 to 1.00, among other changes.

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;

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;

and are guaranteed by certain significant subsidiaries.

4 unchanged sentences

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

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

subsidiaries.

Upon the occurrence of an event of default under the Credit Facility, the Company's obligations under the credit facility may be accelerated and the lending commitments under the credit facility may be terminated.

At December 31, 2023 and 2022, there was $ 748,578 and $ 707,061 , respectively, available under the Credit Facility.

Letters of credit totaling $ 1,422 and $ 939 were outstanding at December 31, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2024 there was $ 467,245 accessible under the Credit Facility at the current EBITDA level.

At December 31, 2023, there was $ 748,578 available under the Credit Facility.

Letters of credit totaling $ 2,062

and $ 1,422 were outstanding at December 31, 2024

and 2023, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

22 unchanged sentences

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.

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

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.

3 unchanged sentences

(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;

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

(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.

12 unchanged sentences

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

3 unchanged sentences

proceeds from the 2023 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.

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.

The Company repurchased $ 53,191 principal amount of its remaining outstanding 2025 Notes in 2024.

The gain on early

extinguishment was not material.

Prior to December 15, 2024, the convertible senior notes due 2025 were contingently convertible.

The convertible senior notes due 2025 became

convertible on December 15, 2024 and will remain convertible until maturity.

Upon maturity or conversion of the convertible senior notes due 2025, Vishay will satisfy its obligations by paying $1 cash per $1 principal amount

maturing or converted 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.

As the Company has the intent and ability to refinance its convertible senior notes due 2025 upon maturity using its revolving credit facility, the 2025

Notes remain classified as long-term liabilities.

Other Borrowings Information

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.

The Credit Facility, of which $ 136,000

was drawn as of December 31, 2024, expires in 2028.

The convertible senior notes mature in 2025 and 2030, respectively.

At December 31, 2024 and 2023, the Company had committed and uncommitted credit lines with various foreign banks aggregating approximately $ 32,000 and $ 34,000 , respectively, with

5 unchanged sentences

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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of common stock for future issuance as follows:

Restricted stock units outstanding

Restricted stock units outstanding, assuming performance-based awards at maximum

Phantom stock units outstanding

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respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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Years ended December 31,

Foreign exchange gain (loss)

Foreign exchange gain

Interest income

7 unchanged sentences

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

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

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

1 unchanged sentence

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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Ending balance

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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for under the equity method.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

51 unchanged sentences

trust related to the non-qualified pension plan were $ 19,842 and $ 21,095 at December 31, 2024 and 2023, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

6 unchanged sentences

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.

In 2004, the Company entered into an employment agreement with Dr.

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.

The Company maintains a non-qualified

trust, referred to as a “rabbi” trust, to fund benefit payments under this plan.

Felix Zandman, its former 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.

The Company maintains a

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

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

Therefore, they are accounted for as

other noncurrent assets.

Assets held in trust related to this non-qualified pension plan were $ 1,065 and $ 445 at December 31, 2024 and 2023, respectively.

25 unchanged sentences

Funded status at end of year

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

25 unchanged sentences

Expected return on plan assets

Amortization of actuarial losses

Amortization of actuarial (gains) losses

Amortization of prior service cost

1 unchanged sentence

Net periodic pension cost

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

1 unchanged sentence

See Note 10 for the pretax, tax effect and after tax amounts included in other comprehensive income during the years ended December 31, 2024, 2023, and 2022.

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

accumulated other comprehensive loss into net periodic pension cost during 2025 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.

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.

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.

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

3 unchanged sentences

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 securities.

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

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:

The Company’s anticipated 2025 contributions for defined benefit pension plans will approximate the expected benefit payments disclosed above.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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Accumulated other comprehensive (income) loss

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

19 unchanged sentences

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 material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

19 unchanged sentences

During the years ended December 31, 2024, 2023, and 2022, 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.

Assets held in trust related to the deferred compensation plan at December 31, 2024 and 2023 were approximately $ 32,601 and $ 28,838 , respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

8 unchanged sentences

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

31, 2024, the Company has reserved 3,530,000

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

6 unchanged sentences

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.

9 unchanged sentences

Phantom stock units

The Company currently expects all performance-based RSUs to vest and all of the associated unrecognized compensation cost for performance-based RSUs presented in the

table above to be recognized.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company currently expects all of the unrecognized compensation cost presented in the table above to be recognized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

7 unchanged sentences

Expected to vest

* Employees in certain countries are granted equity-linked

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

* 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 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

5 unchanged sentences

January 1, 2027

March 1, 2029

*** The performance vesting criteria for the performance-based RSUs with a

vesting date of January 1, 2025 were achieved.

In the event of (i) any termination (other than for cause) after attaining retirement age (as defined in the respective executive's employment arrangement), the

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;

(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

RSUs, including those with performance-based and market-based vesting criteria, generally vest over three years, provided that vesting may accelerate in certain cases,

such as in connection with a qualifying retirement or certain involuntary terminations of employment, with certain variation of criteria for executive officers and non-executive employees.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

17 unchanged sentences

employees to satisfy the statutory tax withholding requirements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

24 unchanged sentences

Company has minimum purchase commitments pursuant to certain of its long-term arrangements with its subcontractors and other suppliers and business partners of $ 74,551 , $ 8,295 , $ 2,945 and for the years 2025 through 2027, 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 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 2024.

6 unchanged sentences

The Company does not provide any severance or other benefits specifically upon a change in control.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

2 unchanged sentences

No customer represented greater than 10% of consolidated net revenue in 2024,

2023, or 2022.

A material portion of the Company's revenues are derived from the worldwide industrial, automotive, telecommunications, and computing markets.

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Concentrations of credit risk with respect to receivables are generally limited due to the Company’s large number of customers and their dispersion across many countries and industries.

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

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

uncollectible accounts accordingly.

The credit risk exposure associated with the accounts receivable is limited by the allowance and is not considered material to the financial statements.

No customer comprised greater than 10% of the Company's

accounts receivable balance as of December 31, 2024.

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

receivable balance.

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

The credit risk exposure associated with the accounts receivable is

limited by the allowance and is not considered material to the financial statements.

The Company maintains cash and cash equivalents and short-term investments with various major financial institutions.

3 unchanged sentences

MUFG Bank Ltd.*

Bank of America*

* Participant in Credit Facility

18 unchanged sentences

If after entering into these commitments, the market prices for these raw materials decline, losses are recognized on these adverse purchase commitments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

3 unchanged sentences

resources could require the Company to reduce production or incur additional costs.

The Company uses third-party foundries and subcontractors for certain of its manufacturing activities, primarily wafer fabrication and the assembly and testing of

finished goods.

The Company uses third-party foundries and subcontractors for certain of its 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.

The Company's agreements with these manufacturers typically require it to commit to

purchase services based on forecasted product needs, which may be inaccurate, and, in some cases, require the recognition of losses on these adverse purchase commitments.

The Company's agreements may limit its ability to increase production,

particularly during periods of growing demand for our products.

The Company's agreements with these

manufacturers typically require it to commit to purchase services based on forecasted product needs, which may be inaccurate, and, in some cases, require the recognition of losses on these adverse purchase commitments.

The Company's agreements may

limit its ability to increase production, particularly during periods of growing demand for our products.

Geographic Concentration

10 unchanged sentences

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

United States

People's Republic of China

The Republic of China (Taiwan)

People's Republic of China

United States

Certain of the Company's non-U.S.

1 unchanged sentence

financial institutions.

Of the 10.0% of cash

and cash equivalents and short-term investments held in U.S.

financial institutions, $ 48,450 was held by non-U.S.

subsidiaries.

Vishay has been in operation in Israel for 54 years .

Company has never experienced any material interruption in its operations attributable to these factors, in spite of several Middle East crises, including wars.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

17 unchanged sentences

An immaterial portion of revenues are from royalties.

The Company’s chief operating decision maker uses operating income, exclusive of certain items ("segment operating income") to make decisions, allocate

resources, and assess performance, and the Company thus considers segment operating income to be its measure of segment profit or loss.

Only dedicated, direct selling, general, and administrative expenses of the segments are included in the

calculation of segment operating income.

The Company's calculation of segment operating income excludes selling, general, and administrative costs of its global operations, sales and marketing, information systems, finance, and administration

groups, as well as restructuring and severance costs, the direct impact of the COVID-19 pandemic, and other items affecting comparability.

Management believes that evaluating segment performance excluding such items is meaningful because it

provides insight with respect to intrinsic operating results of the Company.

These items represent reconciling items between segment operating income and consolidated operating income.

Business segment assets are the owned or allocated assets

used by each business.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company’s chief operating decision maker is its President and Chief Executive Officer.

The chief operating decision maker uses both gross profit

and operating income, exclusive of certain items ("segment operating income") to make decisions, allocate resources, and assess performance, and the Company thus considers segment gross profit and operating income to be its measures of segment

profit or loss.

Only dedicated, direct selling, general, and administrative expenses of the segments are included in the calculation of segment operating income.

The Company's calculation of segment operating income excludes selling, general,

and administrative costs of its global operations, sales and marketing, information systems, finance, and administration groups, as well as restructuring and severance costs, goodwill impairment charges, the direct impact of the COVID-19

pandemic, and other items affecting comparability.

Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company.

represent reconciling items between segment operating income and consolidated operating income.

Business segment assets are the owned or allocated assets used by each business.

Cost of products sold (excluding depreciation) is defined as the aggregate costs incurred in the production of goods for sale, excluding depreciation

Depreciation expense is defined as the aggregate expense recognized for the allocation of costs of tangible assets used in the production of goods to the

periods that benefit from the use of the assets.

It excludes depreciation expense attributed to selling, general, and administrative activities.

Segment gross profit is calculated as net revenues determined based on the U.S.

GAAP definition, minus costs of goods sold and depreciation expense, as

defined above.

Segment operating expenses is defined as the dedicated, direct selling, general, and administrative expenses, including research and development expenses

attributed to the segment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

3 unchanged sentences

Year ended December 31, 2024:

Cost of products sold (excluding depreciation)

Depreciation expense in cost of products sold

Total cost of products sold

Segment operating expenses

Segment operating income

Depreciation expense

Total depreciation expense

Capital expenditures

1 unchanged sentence

Year ended December 31, 2023:

Cost of products sold (excluding depreciation)

Depreciation expense in cost of products sold

Total cost of products sold

Segment operating expenses

Segment operating income

Depreciation expense

Total depreciation expense

Capital expenditures

1 unchanged sentence

Year ended December 31, 2022:

Cost of products sold (excluding depreciation)

Depreciation expense in cost of products sold

Total cost of products sold

Segment operating expenses

Segment operating income

Depreciation expense

Total depreciation expense

Capital expenditures

1 unchanged sentence

________________

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 15 – Segment and Geographic Data (continued)

Years ended December 31,

1 unchanged sentence

Segment Operating Income

Restructuring and Severance Costs

Impairment of Goodwill

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

2 unchanged sentences

Unallocated Other Income (Expense)

Consolidated Income Before Taxes

Consolidated Income (Loss) Before Taxes

The Company has a broad line of products that it sells to OEMs, EMS companies, and independent distributors.

2 unchanged sentences

EMS companies

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 15 – Segment and Geographic Data (continued)

Net revenues were attributable to customers in the following regions:

Years Ended December 31,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 15 – Segment and Geographic Data (continued)

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

10 unchanged sentences

United States

United Kingdom

People's Republic of China

Republic of China (Taiwan)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

5 unchanged sentences

Years ended December 31,

Net earnings attributable to Vishay stockholders

Denominator for basic earnings per share:

Net earnings (loss) attributable to Vishay stockholders

Denominator for basic earnings (loss) per share:

Weighted average shares

3 unchanged sentences

Restricted stock units

Convertible debt instruments

Dilutive potential common shares

Denominator for diluted earnings per share:

Denominator for diluted earnings (loss) per share:

Adjusted weighted average shares - diluted

Basic earnings per share attributable to Vishay stockholders

Diluted earnings per share attributable to Vishay stockholders

Basic earnings (loss) per share attributable to Vishay stockholders

Diluted earnings (loss) per share attributable to Vishay stockholders

Diluted earnings per share for the years presented do not reflect the following weighted average potential common shares, as the effect would be antidilutive (in thousands) :

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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

2 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

7 unchanged sentences

Net change in operating assets and liabilities

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

8 unchanged sentences

Fixed income securities

MaxPower acquisition contingent consideration

Acquisitions contingent consideration

December 31, 2023

1 unchanged sentence

Available for sale securities

Precious metals

Defined Benefit Pension Plan Assets:

3 unchanged sentences

There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.

During the third and fourth fiscal quarters of 2024, the Company performed goodwill impairment tests in which the fair value of the Company's reporting units was

See additional information on the impairment tests in Note 19.

The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans.

21 unchanged sentences

The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 18 – Fair Value Measurements (continued)

From time to time, the Company purchases precious metals bullion in excess of its immediate manufacturing needs to mitigate the risk of supply shortages

or volatile price fluctuations.

The metals are valued based on quoted market prices on the last business day of the period.

The fair value measurement of the metals are considered a Level 1 measurement within the fair value hierarchy.

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 Company may be required to make certain contingent consideration payments to related to acquisitions.

The fair value of these contingent payments is determined by

5 unchanged sentences

future payments discounted at risk-adjusted rates, which are considered level 2 inputs.

At 2023 and 2022, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition;

At December 31, 2024 and 2023, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the

date of acquisition;

however they all mature within one year from the respective balance sheet dates.

The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair value.

The investments

are funded with excess cash not expected to be needed for operations prior to maturity;

The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair

The investments are funded with excess cash not expected to be needed for operations prior to maturity;

therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity.

At each reporting date, the Company performs an

evaluation to determine if any unrealized losses are other-than-temporary.

No other-than-temporary impairments have been recognized

on these securities, and there are no unrecognized holding gains or losses for these securities during the periods presented.

have been no transfers to or from the held-to-maturity classification.

All decreases in the account balance are due to returns of

principal at the securities’ maturity dates.

At each reporting date,

the Company performs an evaluation to determine if any unrealized losses are other-than-temporary.

No other-than-temporary

impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for these securities

during the periods presented.

There have been no transfers to or from the held-to-maturity classification.

All decreases in the

account balance are due to returns of principal at the securities’ maturity dates.

Interest on the securities is recognized as interest income when earned.

7 unchanged sentences

accompanying consolidated balance sheets approximate their fair values.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 19 – Goodwill and Other Intangible Assets

When required to perform quantitative goodwill impairment assessments, the Company estimates the fair value of each of its business segments, which

represent its reporting units for goodwill impairment testing purposes, using mostly Level 3 inputs.

Assessments are performed using a weighting of the income and market approaches to determine fair value.

The Company used a discounted cash flow

(“DCF”) method, using unobservable inputs, as its income approach.

The Company used comparable company market multiples for its market approach.

The resulting estimates of fair value from the income approach and the market approach are then

weighted equally in determining the overall estimated fair value of each reporting unit.

The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting

units requires the Company to make significant estimates and assumptions.

These estimates and assumptions primarily include, but are not limited to:

the selection of appropriate peer group companies;

control premiums appropriate for acquisitions in

the industries in which the Company competes;

the discount rate;

terminal growth rates;

and forecasts of revenue, operating income, depreciation and amortization (components of earnings before interest, taxes, depreciation, amortization, "EBITDA");

and capital expenditures.

Due to the inherent uncertainty involved in making these estimates, actual financial results could differ from those estimates.

Changes in assumptions

concerning future financial results or other underlying assumptions could have a significant impact on results of the assessment.

During the third fiscal quarter of 2024, the Company identified the decrease in its share price in combination with the increase in the book value of its

assets as a result of its acquisition and capital spending activities as potential indicators of impairment requiring an interim goodwill impairment test.

The interim goodwill impairment test was performed as of the end of the third fiscal quarter

Based on the evaluation, the estimated fair value of each reporting unit was determined to exceed its carrying value, although the MOSFETs reporting unit’s fair value exceeded its carrying value by less than 10%.

No goodwill impairment

charges were recognized in the third fiscal quarter of 2024 as a result of the goodwill impairment test.

During the fourth fiscal quarter of 2024, the Company identified the further decrease in its share price in combination with the further increase in the

book value of its assets as a result of its capital spending activities as the primary potential indicators of impairment requiring an interim goodwill impairment test of its MOSFETs reporting unit.

An interim goodwill impairment test was

performed as of December 31, 2024.

As a result of the assessment, it was determined that the fair value of the MOSFETs reporting unit was less than its carrying value.

Accordingly, a goodwill impairment charge of $ 66,487 was recorded.

The goodwill impairment charge is noncash in nature and does not affect the Company’s liquidity, cash flows from operating

activities, or debt covenants, and will not have a material impact on future operations.

Prior to completing the interim assessment of goodwill for impairment, the Company performed a recoverability test of certain depreciable and amortizable

long-lived assets within the MOSFETs reporting unit.

There was no impairment identified for the depreciable and amortizable long-lived assets tested for recoverability.

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2024 and 2023 were as follows:

Optoelectronic

Balance at December 31, 2022

Centerline acquisition

Purchase price allocation adjustment

Exchange rate effects

Balance at December 31, 2023

Newport acquisition

Ametherm acquisition

Birkelbach acquisition

Impairment of goodwill

Exchange rate effects

Balance at December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 19 – Goodwill and Other Intangible Assets (continued)

Other intangible assets are as follows:

Intangible assets subject to amortization:

Patents and acquired technology

Capitalized software

Customer relationships

Accumulated amortization:

Patents and acquired technology

Capitalized software

Customer relationships

Net intangible assets subject to amortization

Amortization expense (excluding capitalized software) was $ 11,684 ,

$ 9,916 , and $ 8,127 , for

the years ended December 31, 2024, 2023,

and 2022, respectively.

Estimated annual amortization expense of intangible assets on the balance sheet at December 31, 2024 for each of the next five years is as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 20 – Related Party Transactions

26 unchanged sentences

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