Item 1. Financial Statements
Item 1. Financial Statements
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
September 27, 2025
December 31, 2024
Assets
Current assets:
Cash and cash equivalents
$
443,858
$
590,286
Short-term investments
266
16,130
Accounts receivable, net
463,602
401,901
Inventories:
Finished goods
186,507
175,176
Work in process
331,136
296,393
Raw materials
242,277
217,812
Total inventories
759,920
689,381
Prepaid expenses and other current assets
227,294
217,809
Total current assets
1,894,940
1,915,507
Property and equipment, at cost:
Land
86,449
84,124
Buildings and improvements
826,406
766,058
Machinery and equipment
3,455,844
3,259,213
Construction in progress
428,897
367,564
Allowance for depreciation
( 3,165,034
)
( 2,931,221
)
Property and equipment, net
1,632,562
1,545,738
Right of use assets
119,582
117,953
Deferred income taxes
177,621
159,769
Goodwill
180,378
179,005
Other intangible assets, net
81,896
87,223
Other assets
108,997
105,501
Total assets
$
4,195,976
$
4,110,696
Continues on following page.
4
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - In thousands)
September 27, 2025
December 31, 2024
Liabilities and equity
Current liabilities:
Trade accounts payable
$
213,186
$
216,313
Payroll and related expenses
179,492
137,101
Lease liabilities
26,323
25,901
Other accrued expenses
274,366
264,471
Income taxes
17,309
64,562
Total current liabilities
710,676
708,348
Long-term debt less current portion
919,698
905,019
Deferred income taxes
94,476
96,363
Long-term lease liabilities
96,036
94,218
Other liabilities
105,630
104,086
Accrued pension and other postretirement costs
186,396
173,700
Total liabilities
2,112,912
2,081,734
Equity:
Common stock
13,416
13,361
Class B convertible common stock
1,210
1,210
Capital in excess of par value
1,319,934
1,306,245
Retained earnings
904,818
955,500
Treasury stock (at cost)
( 224,590
)
( 212,062
)
Accumulated other comprehensive income (loss)
68,276
( 35,292
)
Total equity
2,083,064
2,028,962
Total liabilities and equity
$
4,195,976
$
4,110,696
See accompanying notes.
5
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)
Fiscal quarters ended
September 27, 2025
September 28, 2024
Net revenues
$
790,640
$
735,353
Costs of products sold
636,781
584,470
Gross profit
153,859
150,883
Selling, general, and administrative expenses
134,712
128,545
Restructuring and severance costs
-
40,614
Operating income (loss)
19,147
( 18,276
)
Other income (expense):
Interest expense
( 9,525
)
( 6,596
)
Other
2,265
803
Total other income (expense)
( 7,260
)
( 5,793
)
Income (loss) before taxes
11,887
( 24,069
)
Income tax expense (benefit)
19,763
( 5,076
)
Net loss
( 7,876
)
( 18,993
)
Less: net earnings attributable to noncontrolling interests
-
306
Net loss attributable to Vishay stockholders
$
( 7,876
)
$
( 19,299
)
Basic loss per share attributable to Vishay stockholders
$
( 0.06
)
$
( 0.14
)
Diluted loss per share attributable to Vishay stockholders
$
( 0.06
)
$
( 0.14
)
Weighted average shares outstanding - basic
135,720
136,793
Weighted average shares outstanding - diluted
135,720
136,793
Cash dividends per share
$
0.10
$
0.10
See accompanying notes.
6
VISHAY INTERTECHNOLOGY, INC.
Consolidated Statements of Comprehensive Income
(Unaudited - In thousands)
Fiscal quarters ended
September 27, 2025
September 28, 2024
Net loss
$
( 7,876
)
$
( 18,993
)
Other comprehensive income, net of tax
Pension and other post-retirement actuarial items
231
511
Foreign currency translation adjustment
3,420
31,266
Other comprehensive income
3,651
31,777
Comprehensive income (loss)
( 4,225
)
12,784
Less: comprehensive income attributable to noncontrolling interests
-
306
Comprehensive income (loss) attributable to Vishay stockholders
$
( 4,225
)
$
12,478
See accompanying notes.
7
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)
Nine fiscal months ended
September 27, 2025
September 28, 2024
Net revenues
$
2,268,126
$
2,222,871
Costs of products sold
1,830,030
1,738,711
Gross profit
438,096
484,160
Selling, general, and administrative expenses
396,016
381,234
Restructuring and severance costs
-
40,614
Operating income
42,080
62,312
Other income (expense):
Interest expense
( 28,903
)
( 19,749
)
Other
6,759
13,901
Total other income (expense)
( 22,144
)
( 5,848
)
Income before taxes
19,936
56,464
Income tax expense
29,900
20,134
Net earnings (loss)
( 9,964
)
36,330
Less: net earnings attributable to noncontrolling interests
-
1,172
Net earnings (loss) attributable to Vishay stockholders
$
( 9,964
)
$
35,158
Basic earnings (loss) per share attributable to Vishay stockholders
$
( 0.07
)
$
0.26
Diluted earnings (loss) per share attributable to Vishay stockholders
$
( 0.07
)
$
0.25
Weighted average shares outstanding - basic
135,739
137,281
Weighted average shares outstanding - diluted
135,739
138,039
Cash dividends per share
$
0.30
$
0.30
See accompanying notes.
8
VISHAY INTERTECHNOLOGY, INC.
Consolidated Statements of Comprehensive Income
(Unaudited - In thousands)
Nine fiscal months ended
September 27, 2025
September 28, 2024
Net earnings (loss)
$
( 9,964
)
$
36,330
Other comprehensive income, net of tax
Pension and other post-retirement actuarial items
671
( 1,297
)
Foreign currency translation adjustment
102,897
5,768
Other comprehensive income
103,568
4,471
Comprehensive income
93,604
40,801
Less: comprehensive income attributable to noncontrolling interests
-
1,172
Comprehensive income attributable to Vishay stockholders
$
93,604
$
39,629
See accompanying notes.
9
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
Nine fiscal months ended
September 27, 2025
September 28, 2024
Operating activities
Net earnings (loss)
$
( 9,964
)
$
36,330
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization
167,036
155,272
(Gain) loss on disposal of property and equipment
56
( 1,168
)
Inventory write-offs for obsolescence
25,614
27,163
Deferred income taxes
( 7,461
)
( 13,667
)
Stock compensation expense
17,635
14,928
Other
( 2,189
)
14,506
Change in U.S. transition tax liability
( 47,027
)
( 37,622
)
Change in repatriation tax liability
( 9,375
)
( 15,000
)
Net change in operating assets and liabilities, net of effects of businesses acquired
( 99,379
)
( 74,696
)
Net cash provided by operating activities
34,946
106,046
Investing activities
Capital expenditures
( 178,491
)
( 175,175
)
Proceeds from sale of property and equipment
854
1,397
Purchase of businesses, net of cash acquired
-
( 200,185
)
Purchase of short-term investments
( 28,575
)
( 101,263
)
Maturity of short-term investments
45,111
123,561
Other investing activities
( 2,336
)
( 1,220
)
Net cash used in investing activities
( 163,437
)
( 352,885
)
Financing activities
Principal payments on long-term debt
( 41,911
)
-
Net proceeds from revolving credit facility
53,000
-
Debt issuance and amendment costs
-
( 1,062
)
Dividends paid to common stockholders
( 37,050
)
( 37,467
)
Dividends paid to Class B common stockholders
( 3,629
)
( 3,629
)
Repurchase of common stock held in treasury
( 12,538
)
( 37,784
)
Cash withholding taxes paid when shares withheld for vested equity awards
( 4,000
)
( 4,092
)
Other financing activities
10,080
-
Net cash used in financing activities
( 36,048
)
( 84,034
)
Effect of exchange rate changes on cash and cash equivalents
18,111
1,925
Net decrease in cash and cash equivalents
( 146,428
)
( 328,948
)
Cash and cash equivalents at beginning of period
590,286
972,719
Cash and cash equivalents at end of period
$
443,858
$
643,771
See accompanying notes.
10
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Equity
(Unaudited - In thousands, except share and per share amounts)
Common
Stock
Class B
Convertible
Common
Stock
Capital in
Excess of Par
Value
Retained
Earnings
Treasury Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total Vishay
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
Balance at December 31, 2023
$
13,319
$
1,210
$
1,291,499
$
1,041,372
$
( 161,656
)
$
10,337
$
2,196,081
$
4,725
$
2,200,806
Net earnings
-
-
-
30,924
-
-
30,924
519
31,443
Other comprehensive income (loss)
-
-
-
-
-
( 20,022
)
( 20,022
)
-
( 20,022
)
Issuance of stock and related tax withholdings for vested restricted stock units ( 371,055 shares)
38
-
( 4,091
)
-
-
-
( 4,053
)
-
( 4,053
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,765
)
-
-
( 13,752
)
-
( 13,752
)
Stock compensation expense
-
-
5,344
-
-
-
5,344
-
5,344
Repurchase of common stock held in treasury ( 565,420 shares)
-
-
-
-
( 12,538
)
-
( 12,538
)
-
( 12,538
)
Balance at March 30, 2024
$
13,357
$
1,210
$
1,292,765
$
1,058,531
$
( 174,194
)
$
( 9,685
)
$
2,181,984
$
5,244
$
2,187,228
Net earnings
-
-
-
23,533
-
-
23,533
347
23,880
Other comprehensive income (loss)
-
-
-
-
-
( 7,284
)
( 7,284
)
-
( 7,284
)
Issuance of stock and related tax withholdings for vested restricted stock units ( 19,809 shares)
1
-
( 6
)
-
-
-
( 5
)
-
( 5
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,713
)
-
-
( 13,700
)
-
( 13,700
)
Stock compensation expense
-
-
3,949
-
-
-
3,949
-
3,949
Repurchase of common stock held in treasury ( 554,587 shares)
-
-
-
-
( 12,622
)
-
( 12,622
)
-
( 12,622
)
Balance at June 29, 2024
$
13,358
$
1,210
$
1,296,721
$
1,068,351
$
( 186,816
)
$
( 16,969
)
$
2,175,855
$
5,591
$
2,181,446
Net earnings (loss)
-
-
-
( 19,299
)
-
-
( 19,299
)
306
( 18,993
)
Other comprehensive income
-
-
-
-
-
31,777
31,777
-
31,777
Issuance of stock and related tax withholdings for vested restricted stock units ( 4,149 shares)
-
-
( 34
)
-
-
-
( 34
)
-
( 34
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,657
)
-
-
( 13,644
)
-
( 13,644
)
Stock compensation expense
-
-
5,635
-
-
-
5,635
-
5,635
Repurchase of common stock held in treasury ( 577,325 shares)
-
-
-
-
( 12,624
)
-
( 12,624
)
-
( 12,624
)
Balance at September 28, 2024
$
13,358
$
1,210
$
1,302,335
$
1,035,395
$
( 199,440
)
$
14,808
$
2,167,666
$
5,897
$
2,173,563
Continues on following page.
11
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Equity (continued)
(Unaudited - In thousands, except share and per share amounts)
Common
Stock
Class B
Convertible
Common
Stock
Capital in
Excess of Par
Value
Retained
Earnings
Treasury Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total Vishay
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
Balance at December 31, 2024
$
13,361
$
1,210
$
1,306,245
$
955,500
$
( 212,062
)
$
( 35,292
)
$
2,028,962
$
-
$
2,028,962
Net earnings (loss)
-
-
-
( 4,092
)
-
-
( 4,092
)
-
( 4,092
)
Other comprehensive income
-
-
-
-
-
31,204
31,204
-
31,204
Issuance of stock and related tax withholdings for vested restricted stock units ( 506,430 shares)
50
-
( 3,943
)
-
-
-
( 3,893
)
-
( 3,893
)
Dividends declared ($ 0.10 per share)
-
-
13
( 13,575
)
-
-
( 13,562
)
-
( 13,562
)
Stock compensation expense
-
-
6,051
-
-
-
6,051
-
6,051
Repurchase of common stock held in treasury ( 728,560 shares)
-
-
-
-
( 12,538
)
-
( 12,538
)
-
( 12,538
)
Balance at March 29, 2025
$
13,411
$
1,210
$
1,308,366
$
937,833
$
( 224,600
)
$
( 4,088
)
$
2,032,132
$
-
$
2,032,132
Net earnings
-
-
-
2,004
-
-
2,004
-
2,004
Other comprehensive income
-
-
-
-
-
68,713
68,713
-
68,713
Issuance of stock and related tax withholdings for vested restricted stock units ( 35,366 shares)
4
-
( 68
)
-
-
-
( 64
)
-
( 64
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,570
)
-
-
( 13,557
)
-
( 13,557
)
Stock compensation expense
-
-
5,685
-
-
-
5,685
-
5,685
Other
-
-
70
-
8
-
78
-
78
Balance at June 28, 2025
$
13,415
$
1,210
$
1,314,066
$
926,267
$
( 224,592
)
$
64,625
$
2,094,991
$
-
$
2,094,991
Net earnings (loss)
-
-
-
( 7,876
)
-
-
( 7,876
)
-
( 7,876
)
Other comprehensive income
-
-
-
-
-
3,651
3,651
-
3,651
Issuance of stock and related tax withholdings for vested restricted stock units ( 4,453 shares)
1
-
( 44
)
-
-
-
( 43
)
-
( 43
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,573
)
-
-
( 13,560
)
-
( 13,560
)
Stock compensation expense
-
-
5,899
-
-
-
5,899
-
5,899
Other
-
-
-
-
2
-
2
-
2
Balance at September 27, 2025
$
13,416
$
1,210
$
1,319,934
$
904,818
$
( 224,590
)
$
68,276
$
2,083,064
$
-
$
2,083,064
See accompanying notes.
12
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 1 – Basis of Presentation
The accompanying unaudited consolidated condensed financial statements of Vishay Intertechnology, Inc. (“Vishay” or the “Company”) have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in
the United States (“GAAP”) for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations,
and cash flows for the interim periods presented. The financial statements should be read in conjunction with the consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The
results of operations for the fiscal quarter and nine fiscal months ended September 27, 2025 are not necessarily indicative of the results to be expected for the full year.
The Company reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first fiscal quarter,
which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31. The four fiscal quarters in 2025 end on March 29, 2025, June 28, 2025, September 27, 2025, and December 31, 2025, respectively. The four fiscal
quarters in 2024 ended on March 30, 2024, June 29, 2024, September 28, 2024, and December 31, 2024, respectively.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses for the nine fiscal months ended September 27, 2025 include an $ 11,293 benefit recognized in the second fiscal quarter of 2025 upon the favorable resolution of a contingency.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current financial statement presentation.
Note 2 – 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 following table summarizes activity to date related to this program:
Expense recorded in 2024
$
40,614
Utilized
( 8,734
)
Foreign currency translation
( 1,292
)
Balance at December 31, 2024
$
30,588
Utilized
( 11,978
)
Foreign currency translation
1,741
Balance at September 27, 2025
$
20,351
Severance payment terms vary by country, but are generally paid in a lump sum at cessation of employment. Some payments are
made over an extended period. Substantially all of the liability is current and is included in other accrued expenses in the accompanying consolidated condensed balance sheet.
13
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 3 – Leases
The net right of use assets and lease liabilities recognized on the consolidated condensed balance sheets for the Company's operating leases were as
follows:
September 27, 2025
December 31, 2024
Right of use assets
Operating Leases
Buildings and improvements
$
114,128
$
112,528
Machinery and equipment
5,454
5,425
Total
$
119,582
$
117,953
Current lease liabilities
Operating Leases
Buildings and improvements
$
23,351
$
22,993
Machinery and equipment
2,972
2,908
Total
$
26,323
$
25,901
Long-term lease liabilities
Operating Leases
Buildings and improvements
$
93,632
$
91,772
Machinery and equipment
2,404
2,446
Total
$
96,036
$
94,218
Total lease liabilities
$
122,359
$
120,119
Lease expense is classified in the statements of operations based on asset use. Total lease cost recognized on the consolidated condensed statements of
operations is as follows:
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Lease expense
Operating lease expense
$
7,334
$
7,553
$
21,418
$
22,312
Short-term lease expense
543
262
1,496
738
Variable lease expense
96
120
489
482
Total lease expense
$
7,973
$
7,935
$
23,403
$
23,532
The Company paid $ 21,824 and $ 22,618 for its operating leases in the nine
fiscal months ended September 27, 2025 and September 28, 2024, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows. The weighted-average remaining lease term for the Company's operating leases is
8.6 years and the weighted-average discount rate is 6.7 % as of September 27, 2025.
The undiscounted future lease payments for the Company's operating lease liabilities are as follows:
September 27, 2025
2025 (excluding the nine fiscal months ended September 27, 2025)
$
7,070
2026
25,917
2027
23,066
2028
17,979
2029
15,466
Thereafter
71,431
The undiscounted future lease payments presented in the table above include payments through the term of the lease, which may include periods beyond the
noncancellable term. The difference between the total payments above and the lease liability balance is due to the discount rate used to calculate lease liabilities.
14
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 4 – Income Taxes
The provision for income taxes consists of provisions for federal, state, and foreign income taxes. The effective tax rates for the periods ended September 27, 2025 and September 28, 2024
reflect the Company’s expected tax rate on reported income before income tax and tax adjustments. The Company operates in a global environment with significant operations in various jurisdictions outside the United States. Accordingly, the
consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax (“Pillar Two”).
Various jurisdictions around the world have passed legislation to enact Pillar Two and certain Pillar Two rules are in effect for 2025. The United States has not adopted Pillar Two. The Company does not anticipate a material increase in income tax
expense for 2025 due to Pillar Two and the Company is continuing to monitor Pillar Two developments and the potential future impact on its operations and income tax expense.
On July 4, 2025, H.R. 1 (“the Act”), a tax reconciliation act, was enacted into law in the United States. The Act did
not change the U.S. federal tax rate and most of the provisions of the Act are effective for tax years beginning after December 31, 2025. The Company has recorded no change to the deferred U.S. taxes directly related to the Act. The Act
allows the deduction in tax year 2025, or in tax years 2025 and 2026, of previously capitalized research and development costs. The Company anticipates that these additional tax deductions will preclude the utilization of a U.S. foreign tax
credit ("FTC") that is due to expire in 2028. As an indirect result of this change in tax law, the Company recorded a valuation allowance of $ 9,420
on the deferred tax asset related to this FTC.
In the third fiscal quarter of 2025, the Federal Republic of Germany enacted tax legislation decreasing the federal tax rate beginning in 2028 by 1%
per year for five years. T he Company recorded deferred tax expense of $ 4,237 to reduce the carrying
amount of deferred tax assets in Germany based on these new rates.
The Company repatriated $ 75,000
of accumulated earnings to the United States in the second fiscal quarter of 2025 and paid withholding taxes, in Israel, of $ 9,375 .
The withholding tax expense for the repatriation was recorded in prior years.
During the nine fiscal months ended September 27, 2025, the liabilities for unrecognized tax benefits decreased $ 682 on a net basis, primarily due to statute expirations, settlements, and payments, partially offset by accruals and foreign currency adjustments for the current period.
Note 5 – Long-Term Debt
Long-term debt consists of the following:
September 27, 2025
December 31, 2024
Credit facility
$
189,000
$
136,000
Convertible senior notes, due 2025
-
41,911
Convertible senior notes, due 2030
750,000
750,000
Deferred financing costs
( 19,302
)
( 22,892
)
919,698
905,019
Less current portion
-
-
$
919,698
$
905,019
The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2030 as of September 27, 2025:
2030 Notes
Issuance date
September 12, 2023
Maturity date
September 15, 2030
Principal amount as of September 27, 2025
$
750,000
Cash coupon rate (per annum)
2.25
%
Conversion rate (per $1 principal amount)
33.1609
Effective conversion price (per share)
$
30.16
130 %
of the current effective conversion price (per share)
$
39.21
The convertible senior notes due 2025 matured on June 15, 2025 . Upon maturity, $ 41,911 aggregate principal amount of the convertible senior notes due 2025 were settled in
cash, funded by borrowings on the revolving credit facility. No shares were issued to settle the convertible senior notes due 2025.
Deferred financing costs are recognized as non-cash interest expense. Non-cash interest expense was $ 1,195 and $ 3,613 for the fiscal quarter and nine fiscal months ended September 27, 2025,
respectively, and $ 1,249 and $ 3,675
for the fiscal quarter and nine fiscal months ended September 28, 2024.
15
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 6 – Stockholders' Equity
In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or
rescind the policy. The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis. The Company intends to return such amounts directly, in the form of dividends, or indirectly, in the form of
stock repurchases.
The following table summarizes activity pursuant to this policy:
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Dividends paid to stockholders
$
13,560
$
13,644
$
40,679
$
41,096
Stock repurchases
-
12,624
12,538
37,784
Total
$
13,560
$
26,268
$
53,217
$
78,880
The repurchased shares are being held as treasury stock. The number of shares of common stock being held as treasury stock was 10,662,155 and 9,933,595 as of September 27, 2025 and December 31, 2024, respectively.
Note 7 – Revenue Recognition
Sales returns and allowances accrual activity is shown below:
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Beginning balance
$
43,994
$
44,493
$
43,445
$
47,760
Sales allowances
18,688
21,969
66,764
68,200
Credits issued
( 22,493
)
( 24,448
)
( 71,192
)
( 73,635
)
Foreign currency
( 384
)
456
788
145
Ending balance
$
39,805
$
42,470
$
39,805
$
42,470
Note 8 – Accumulated Other Comprehensive Income (Loss)
The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows:
Pension and
other post-
retirement
actuarial
items
Currency
translation
adjustment
Total
Balance at January 1, 2025
$
( 10,956
)
$
( 24,336
)
$
( 35,292
)
Other comprehensive income (loss) before reclassifications
-
102,897
$
102,897
Tax effect
-
-
$
-
Other comprehensive income before reclassifications, net of tax
-
102,897
$
102,897
Amounts reclassified out of AOCI
832
-
$
832
Tax effect
( 161
)
-
$
( 161
)
Amounts reclassified out of AOCI, net of tax
671
-
$
671
Net other comprehensive income (loss)
$
671
$
102,897
$
103,568
Balance at September 27, 2025
$
( 10,285
)
$
78,561
$
68,276
Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. See Note
9 for further information.
16
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 9 – Pensions and Other Postretirement Benefits
The Company maintains various retirement benefit plans. The service cost component of net periodic pension cost is classified in costs of products sold or
selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function. The other components of net periodic pension cost are classified as other expense on the consolidated
condensed statements of operations.
Defined Benefit Pension Plans
The following table shows the components of the net periodic pension cost for the third fiscal quarters of 2025 and 2024 for the Company’s defined benefit pension plans:
Fiscal quarter ended
September 27, 2025
Fiscal quarter ended
September 28, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Net service cost
$
-
$
776
$
-
$
783
Interest cost
380
1,623
381
1,688
Expected return on plan assets
-
( 566
)
-
( 586
)
Amortization of prior service cost
2
37
16
57
Amortization of losses (gains)
-
262
( 108
)
463
Curtailment and settlement losses
-
24
-
102
Net periodic benefit cost
$
382
$
2,156
$
289
$
2,507
The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 27, 2025 and September 28, 2024 for the Company’s defined benefit pension plans:
Nine fiscal months ended
September 27, 2025
Nine fiscal months ended
September 28, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Net service cost
$
-
$
2,270
$
-
$
2,349
Interest cost
1,140
4,693
1,144
5,038
Expected return on plan assets
-
( 1,666
)
-
( 1,764
)
Amortization of prior service cost
4
107
49
171
Amortization of losses (gains)
-
762
( 325
)
1,373
Curtailment and settlement losses
-
71
-
308
Net periodic benefit cost
$
1,144
$
6,237
$
868
$
7,475
17
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Other Postretirement Benefits
The following table shows the components of the net periodic benefit cost for the third fiscal quarters of 2025 and 2024 for the Company’s other postretirement benefit plans:
Fiscal quarter ended
September 27, 2025
Fiscal quarter ended
September 28, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Service cost
$
4
$
61
$
6
$
61
Interest cost
51
62
53
62
Amortization of losses (gains)
( 52
)
15
( 60
)
21
Net periodic benefit cost
$
3
$
138
$
( 1
)
$
144
The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 27, 2025 and September 28, 2024 for the Company’s other postretirement benefit plans:
Nine fiscal months ended
September 27, 2025
Nine fiscal months ended
September 28, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Service cost
$
14
$
176
$
16
$
181
Interest cost
152
178
158
184
Amortization of losses (gains)
( 156
)
44
( 180
)
62
Net periodic benefit cost
$
10
$
398
$
( 6
)
$
427
18
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 10 – Stock-Based Compensation
The following table summarizes stock-based compensation expense recognized:
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Restricted stock units ("RSUs")
$
5,899
$
5,635
$
17,552
14,810
Phantom stock units
-
-
83
118
Total
$
5,899
$
5,635
$
17,635
14,928
The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at September 27, 2025 (amortization periods in years) :
Unrecognized
Compensation
Cost
Weighted
Average
Remaining
Amortization
Periods
Restricted stock units
$
32,559
2.0
Phantom stock units
-
n/a
Total
$
32,559
19
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Restricted Stock Units
RSU activity under the Company's stock incentive programs as of September 27, 2025
and changes during the nine fiscal months then ended are presented below (number of RSUs in thousands) :
Number of
RSUs
Weighted
Average
Grant-date
Fair Value per
Unit
Outstanding:
January 1, 2025
2,628
$
21.37
Granted*
1,889
15.11
Vested**
( 772
)
21.78
Cancelled or forfeited
( 203
)
19.89
Outstanding at September 27, 2025
3,542
$
18.03
Expected to vest at September 27, 2025
2,571
* Employees in certain countries are granted equity-linked awards that will be
settled in cash and are accounted for as liability awards. The liability awards are not material. The number of RSUs granted excludes these awards.
** The number of RSUs vested includes
shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between
the established target and maximum levels. RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in
thousands) :
Vesting Date
Expected
to Vest
Not Expected
to Vest
Total
January 1, 2026
-
137
137
January 1, 2027
-
533
533
January 1, 2028
569
301
870
March 1, 2029
175
-
175
Phantom Stock Units
Phantom stock unit activity as of September 27, 2025
and changes during the nine fiscal months then ended are presented below (number of phantom stock units in thousands) :
Number of
units
Grant-date
Fair Value per
Unit
Outstanding:
January 1, 2025
128
Granted
5
$
16.69
Dividend equivalents issued
3
Outstanding at September 27, 2025
136
20
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 11 – Segment Information
The following tables set forth business segment information:
MOSFETs
Diodes
Optoelectronic
Components
Resistors
Inductors
Capacitors
Corporate/
Other
Total
Fiscal quarter ended September 27, 2025 :
Net revenues
$
167,133
$
149,628
$
55,590
$
195,707
$
91,990
$
130,592
$
-
$
790,640
Cost of products sold (excluding depreciation)
$
136,338
$
107,150
$
38,855
$
145,064
$
59,469
$
99,697
$
-
$
586,573
Depreciation expense in costs of products sold
13,985
12,088
4,023
11,260
4,240
4,612
-
50,208
Total costs of products sold
$
150,323
$
119,238
$
42,878
$
156,324
$
63,709
$
104,309
$
-
$
636,781
Gross profit
$
16,810
$
30,390
$
12,712
$
39,383
$
28,281
$
26,283
$
-
$
153,859
Segment operating expenses
$
23,207
$
7,616
$
5,518
$
9,506
$
3,802
$
6,407
$
-
$
56,056
Segment operating income (loss)
$
( 6,397
)
$
22,774
$
7,194
$
29,877
$
24,479
$
19,876
$
-
$
97,803
Total depreciation expense
$
14,691
$
12,377
$
4,142
$
11,463
$
4,294
$
4,656
$
2,385
$
54,008
Capital expenditures
32,225
7,796
2,292
3,876
738
4,754
643
52,324
Total assets as of September 27, 2025:
$
1,145,176
$
715,379
$
357,933
$
946,334
$
319,553
$
457,475
$
254,126
$
4,195,976
Fiscal quarter ended September 28, 2024:
Net revenues
$
147,134
$
145,183
$
63,227
$
180,889
$
90,253
$
108,667
$
-
$
735,353
Cost of products sold (excluding depreciation)
$
117,080
$
104,400
$
47,752
$
129,691
$
58,516
$
79,964
$
-
$
537,403
Depreciation expense in cost of products sold
12,876
11,538
3,927
10,547
4,371
3,808
-
47,067
Total cost of products sold
$
129,956
$
115,938
$
51,679
$
140,238
$
62,887
$
83,772
$
-
$
584,470
Gross profit
$
17,178
$
29,245
$
11,548
$
40,651
$
27,366
$
24,895
$
-
$
150,883
Segment operating expenses
$
21,443
$
6,497
$
5,395
$
8,346
$
3,717
$
5,978
$
-
$
51,376
Segment operating income (loss)
$
( 4,265
)
$
22,748
$
6,153
$
32,305
$
23,649
$
18,917
$
-
$
99,507
Total depreciation expense
$
13,446
$
11,811
$
4,042
$
10,742
$
4,388
$
3,852
$
2,223
$
50,504
Capital expenditures
33,375
7,989
1,566
8,021
2,314
4,923
1,339
59,527
Total assets as of September 28, 2024 :
$
1,082,808
$
745,232
$
354,035
$
1,007,259
$
345,603
$
442,753
$
242,668
$
4,220,358
21
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
MOSFETs
Diodes
Optoelectronic
Components
Resistors
Inductors
Capacitors
Corporate/
Other
Total
Nine fiscal months ended September 27, 2025 :
Net revenues
$
457,879
$
438,533
$
160,877
$
569,976
$
271,786
$
369,075
$
-
$
2,268,126
Cost of products sold (excluding depreciation)
$
379,391
$
315,749
$
113,109
$
412,866
$
186,345
$
276,294
$
-
$
1,683,754
Depreciation expense in costs of products sold
40,693
34,834
11,798
33,043
12,727
13,181
-
146,276
Total costs of products sold
$
420,084
$
350,583
$
124,907
$
445,909
$
199,072
$
289,475
$
-
$
1,830,030
Gross profit
$
37,795
$
87,950
$
35,970
$
124,067
$
72,714
$
79,600
$
-
$
438,096
Segment operating expenses
$
67,411
$
21,794
$
16,542
$
28,130
$
11,384
$
19,465
$
-
$
164,726
Segment operating income (loss)
$
( 29,616
)
$
66,156
$
19,428
$
95,937
$
61,330
$
60,135
$
-
$
273,370
Total depreciation expense
$
42,605
$
35,777
$
12,140
$
33,635
$
12,868
$
13,312
$
6,868
$
157,205
Capital expenditures
124,530
15,934
7,047
12,567
2,343
13,753
2,317
178,491
Nine fiscal months ended September 28, 2024:
Net revenues
$
455,360
$
440,578
$
165,436
$
548,583
$
272,965
$
339,949
$
-
$
2,222,871
Cost of products sold (excluding depreciation)
$
354,781
$
313,868
$
121,116
$
389,481
$
177,883
$
244,939
$
-
$
1,602,068
Depreciation expense in cost of products sold
36,359
34,096
11,566
30,798
12,645
11,179
-
136,643
Total cost of products sold
$
391,140
$
347,964
$
132,682
$
420,279
$
190,528
$
256,118
$
-
$
1,738,711
Gross profit
$
64,220
$
92,614
$
32,754
$
128,304
$
82,437
$
83,831
$
-
$
484,160
Segment operating expenses
$
58,604
$
19,441
$
16,415
$
24,967
$
11,060
$
17,419
$
-
$
147,906
Segment operating income
$
5,616
$
73,173
$
16,339
$
103,337
$
71,377
$
66,412
$
-
$
336,254
Total depreciation expense
$
37,757
$
34,988
$
11,865
$
31,327
$
12,705
$
11,334
$
6,669
$
146,645
Capital expenditures
99,508
25,232
3,991
26,609
5,777
10,627
3,431
175,175
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Reconciliation:
Segment Operating Income
$
97,803
$
99,507
$
273,370
$
336,254
Restructuring and Severance Costs
-
( 40,614
)
-
( 40,614
)
Unallocated Selling, General, and Administrative Expenses
( 78,656
)
( 77,169
)
( 231,290
)
( 233,328
)
Consolidated Operating Income (Loss)
$
19,147
$
( 18,276
)
$
42,080
$
62,312
Unallocated Other Income (Expense)
( 7,260
)
( 5,793
)
( 22,144
)
( 5,848
)
Consolidated Income (Loss) Before Taxes
$
11,887
$
( 24,069
)
$
19,936
$
56,464
22
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies,
and independent distributors. The distribution of sales by channel is shown below:
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Distributors
$
445,597
$
406,468
$
1,264,249
$
1,200,456
OEMs
294,146
278,801
849,747
871,739
EMS companies
50,897
50,084
154,130
150,676
Total Revenue
$
790,640
$
735,353
$
2,268,126
$
2,222,871
Net revenues were attributable to customers in the following regions:
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Asia
$
340,255
$
289,577
$
942,313
$
857,073
Europe
258,763
256,296
770,583
793,183
Americas
191,622
189,480
555,230
572,615
Total Revenue
$
790,640
$
735,353
$
2,268,126
$
2,222,871
The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing,
consumer products, power supplies, military and aerospace, and medical end markets. Sales by end market are presented below:
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Industrial
$
271,880
$
243,610
$
783,834
$
753,872
Automotive
286,606
279,597
811,141
834,998
Military and Aerospace
79,139
81,264
235,944
245,189
Medical
38,794
37,010
113,225
110,855
Other
114,221
93,872
323,982
277,957
Total Revenue
$
790,640
$
735,353
$
2,268,126
$
2,222,871
23
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 12 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Vishay stockholders (shares in thousands) :
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Numerator:
Net earnings (loss) attributable to Vishay stockholders
$
( 7,876
)
$
( 19,299
)
$
( 9,964
)
$
35,158
Denominator:
Denominator for basic earnings (loss) per share:
Weighted average shares
135,586
136,667
135,606
137,155
Outstanding phantom stock units
134
126
133
126
Adjusted weighted average shares
135,720
136,793
135,739
137,281
Effect of dilutive securities:
Restricted stock units
-
-
-
758
Dilutive potential common shares
-
-
-
758
Denominator for diluted earnings (loss) per share:
Adjusted weighted average shares - diluted
135,720
136,793
135,739
138,039
Basic earnings (loss) per share attributable to Vishay stockholders
$
( 0.06
)
$
( 0.14
)
$
( 0.07
)
$
0.26
Diluted earnings (loss) per share attributable to Vishay stockholders
$
( 0.06
)
$
( 0.14
)
$
( 0.07
)
$
0.25
Diluted earnings (loss) per share for the periods presented do not reflect the following weighted average potential common shares that would have an
antidilutive effect or have unsatisfied performance conditions (in thousands) :
Fiscal quarters ended
Nine fiscal months ended
September 27, 2025
September 28, 2024
September 27, 2025
September 28, 2024
Restricted stock units
3,542
2,646
3,246
243
If the average market price of Vishay common stock is less than the effective
conversion price of the convertible senior notes due 2030, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2030. Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in cash
and/or common stock.
In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions, which were not included in the
calculation of diluted earnings per share as their effect would have been anti-dilutive. The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030.
24
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 13 – Fair Value Measurements
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:
Total
Fair Value
Level 1
Level 2
Level 3
September 27, 2025
Assets:
Assets held in rabbi trusts
$
54,825
$
22,582
$
32,243
$
-
Available for sale securities
$
4,635
4,635
-
-
$
59,460
$
27,217
$
32,243
$
-
Liability:
Acquisitions contingent consideration
$
3,522
$
-
$
-
$
3,522
December 31, 2024
Assets:
Assets held in rabbi trusts
$
53,508
$
24,518
$
28,990
$
-
Available for sale securities
$
4,043
4,043
-
-
$
57,551
$
28,561
$
28,990
$
-
Liability:
Acquisitions contingent consideration
$
3,801
$
-
$
-
$
3,801
There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.
The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans.
Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day
of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the marketable securities held in
the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.
The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of
the United States. The investments are valued based on quoted market prices on the last business day of the period. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy.
The Company may be required to make certain contingent consideration payments related to acquisitions. The fair value of these contingent payments is
determined by estimating the net present value of the expected cash flows based on the probability of expected payments. The fair value measurement of the contingent consideration payments is considered a Level 3 measurement within the fair value
hierarchy.
The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at September 27, 2025 and December 31, 2024 is approximately $ 874,800 and $ 850,600 , respectively,
compared to its carrying value, excluding the deferred financing costs, of $ 939,000 and $ 927,911 , respectively. The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected
future payments discounted at risk-adjusted rates, which are considered Level 2 inputs.
25
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
At September 27, 2025 and December 31, 2024, 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; 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. 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.
At September 27, 2025 and December 31, 2024, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less when
purchased, and money market funds. The Company estimates the fair value of its cash, cash equivalents, and short-term investments using Level 2 inputs. Based on the current interest rates for similar investments with comparable credit risk and time
to maturity, the fair value of the Company's cash, cash equivalents, and held-to-maturity short-term investments approximate the carrying amounts reported in the consolidated condensed balance sheets.
The Company enters into forward contracts with highly-rated financial institutions to mitigate the foreign currency risk associated with intercompany loans
denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contract was $ 25,000 as of
September 27, 2025. The Company has not designated the forward contract as a hedge for accounting purposes, and as such the change in the fair value of the contract is recognized in the consolidated condensed statements of operations as a component
of other income (expense). The Company estimates the fair value of the forward contract based on applicable and commonly used pricing models using current market information and is considered a Level 2 measurement within the fair value hierarchy.
Due to the timing of the forward contract, the value of the forward contract was immaterial as of September 27, 2025. The Company does not utilize derivatives or other financial instruments for trading or other speculative purposes.
The Company’s financial instruments also include accounts receivable and accounts payable. The carrying amounts for these financial instruments reported
in the consolidated condensed balance sheets approximate their fair values.
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.