Overview for Vishay_Intertechnology (VSH)

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VSH » Topics » Overview

This excerpt taken from the VSH 10-Q filed May 5, 2009.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Discrete semiconductors and passive electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the industrial, computer, automotive, consumer electronic products, telecommunications, military/aerospace, and medical industries.

Vishay operates in two product segments, Semiconductors and Passive Components. Semiconductors segment products include transistors, diodes, rectifiers, certain types of integrated circuits, and optoelectronic products. Passive Components segment products include resistors, capacitors, and inductors. We include in the Passive Components segment our Measurements Group, which manufactures and markets strain gages, load cells, transducers, instruments, and weighing systems whose core components are resistors that are sensitive to various types of mechanical stress. While the passive components business had historically predominated at Vishay, following several acquisitions of semiconductor businesses, revenues from our Semiconductors and Passive Components segments were essentially split evenly from 2003 through the first quarter of 2007. On April 1, 2007, Vishay acquired the Power Control Systems (“PCS”) business of International Rectifier Corporation, which has been included in the Semiconductors segment.

As described in Note 1 to our consolidated condensed financial statements, effective January 1, 2009, Vishay adopted two accounting standards that require retrospective adjustment to previously issued financial statements. All prior period amounts have been adjusted to reflect the retrospective adoption of these new accounting standards. We have published unaudited selected financial data reflecting the retrospective adoption of these accounting standards, which was filed with the U.S. Securities and Exchange Commission as Exhibit 99 to our current report on Form 8-K dated April 13, 2009.

Net revenues for the fiscal quarter ended March 28, 2009 were $449.5 million, compared to $733.3 million for the fiscal quarter ended March 29, 2008. The net loss attributable to Vishay stockholders for the fiscal quarter ended March 28, 2009 was $29.1 million or $0.16 per share, compared to a net loss attributable to Vishay stockholders of $30.7 million or $0.16 per share for the fiscal quarter ended March 29, 2008.

The net loss attributable to Vishay stockholders for the fiscal quarter ended March 28, 2009 was impacted by pretax charges for restructuring and severance costs of $18.9 million, which had a $0.08 per share after-tax effect on the net loss.

The net loss attributable to Vishay stockholders for the fiscal quarter ended March 29, 2008 was impacted by pretax charges for restructuring and severance costs of $18.2 million and related asset write-downs of $4.2 million. These items and their tax-related consequences had a negative $0.10 per share effect on income from continuing operations attributable to Vishay stockholders. The net loss for the fiscal quarter ended March 29, 2008 also included a loss on discontinued operations of $42.1 million, or $0.23 per share.

The retrospective application of FSP APB 14-1 increased previously reported interest expense by $6.1 million, or $0.03 per diluted share, for the first quarter of 2008.

Vishay’s first quarter results have been substantially impacted by the present global economic crisis. We realized losses from operations due to a dramatic and broad decline of volume. Due to our quick reaction to the crisis during the second half of 2008, we have mitigated this loss of volume through significant reductions of fixed costs and inventories, and have continued to generate positive cash flows from operations.

This excerpt taken from the VSH DEF 14A filed Apr 9, 2009.

Overview

The Compensation Committee of the Board of Directors is responsible for establishing and approving the compensation of the Chief Executive Officer, recommending to the Board of Directors the compensation of other executive officers, and administering Vishay’s incentive compensation and equity based plans. Other than with respect to the Chief Executive Officer, the Board of Directors makes the final determination with respect to compensation of Vishay’s named executive officers.

This section of the proxy statement explains how our executive compensation is designed with respect to our executive officers. On September 1, 2008, Dr. Lior Yahalomi succeeded Mr. Richard Grubb as Executive Vice President and Chief Financial Officer. As required by the rules of the SEC, both Mr. Grubb and Dr. Yahalomi are included as Named Executive Officers, and their compensation discussed, in this year’s proxy statement. Dr. Yahalomi’s compensation through August 31, 2008 was not determined or approved by the Compensation Committee. The Compensation Committee negotiated and submitted to the Board for approval an employment agreement with Dr. Yahalomi effective September 1, 2008.

Compensation Philosophy Generally

Vishay’s compensation programs were historically designed to support our business goals and promote the short and long-term profitable growth of the Company. Vishay’s equity plans are designed to ensure that executive compensation programs and practices are aligned with the long-term interests of Vishay’s stockholders. Total compensation of each individual varies with individual performance and Vishay’s overall performance in achieving financial and non-financial objectives.

The Compensation Committee and Vishay’s management believe that compensation should help to recruit, retain, and motivate key employees who can function effectively both in periods of recession and economic upturn. Ordinarily an executive officer’s total compensation should consist of a combination of cash payments and equity awards, to achieve the right balance between short and long term performance. Equity-based compensation should serve to align the interests of management with those of shareholders. Severance protection should provide executives with an appropriate level of job security, commensurate with their contributions to the Company and their tenure.

The Compensation Committee, in consultation with Dr. Paul in his capacity as Chief Executive Officer, undertakes an annual review of the compensation arrangements of Vishay’s executive officers.

Performance Philosophy

The Company’s compensation philosophy is intended to dovetail with its philosophy of evaluating operating performance.

Like its peers in the electronics industry, the Company has historically gauged its overall performance in accordance with what it terms “adjusted net income.” The Company uses this term to mean net income determined in accordance with U.S. generally accepted accounting principles (“GAAP”) adjusted for various items that management believes are not indicative of the intrinsic operating performance of the Company’s business, as detailed below. The bonuses for the most senior executive officers under the Company’s cash bonus plan discussed below, including historically Dr. Zandman, Dr. Paul and Mr. Grubb and currently Dr. Zandman and Dr. Paul, were keyed to this performance metric. If the Company performed well, these executives would earn the preponderant share of their compensation through the bonus mechanism.

The bonuses for the Company’s other senior executive officers, historically Mr. Marc Zandman and Mr. Shoshani and currently including Dr. Yahalomi, have been tailored to their specific responsibilities, although reflecting in part certain aspects of the Company’s overall performance as well.

The Compensation Committee has always believed that the elements of compensation for the Company’s senior executives reward intrinsically sound management decisions and do not encourage risk taking to enhance short-term profitability at the expense of the long-term health and viability of the enterprise. The Committee believes that the Company’s senior executives have in fact at all times taken a prudent approach to corporate risk management.

Historical Build of Senior Executive Compensation Packages

In 2004, under the direction of its Compensation Committee, Vishay engaged in a major review and overhaul of the compensation practices for its named executive officers. In connection with this review, the Compensation Committee engaged Mullin Consulting, currently MullinTBG, a nationally known and recognized executive compensation consulting firm. Mullin was retained to assist in developing appropriate benefits and compensation plans for the Company’s top executives. As part of its engagement, Mullin made recommendations concerning the proposed terms of the executives’ employment contracts, including particularly salary and bonus compensation, deferred compensation arrangements, severance arrangements and other supplemental and post-retirement benefits. Mullin performed an analysis comparing the then current compensation of Vishay’s senior executive officers with those of its closest peers in the passive and semiconductor component industries. The Compensation Committee was also in regular communication with Dr. Zandman, Dr. Paul, and Mr. Grubb (then Chief Financial Officer of the Company), concerning this project. As a consequence of this review, Vishay (and where relevant, certain of its subsidiaries) entered into comprehensive employment agreements and other arrangements with each of its named executive officers. These agreements and arrangements, except for base salaries, have remained unchanged since that time and have governed the compensation paid and awarded to the executive officers over the past five years, including the year ended December 31, 2008.

The Compensation Committee crafted the compensation packages for Vishay’s executive officers with a view to the roles that each was expected to play over the medium term in Vishay’s operations, development, and strategic planning. Over the past years, the executives have continued to function in the anticipated roles, so that the Compensation Committee believes that the determinations made in 2004 continue to be relevant and appropriate to our compensation philosophy.

Although Dr. Zandman was our Chief Executive Officer in 2004, it was contemplated that he would relinquish that position to focus full time on technical and business development issues. This occurred effective January 1, 2005. Vishay has always viewed its internal growth through technical advance and its external growth through strategic acquisitions as the primary drivers of stockholder value. Dr. Zandman had been responsible for these areas in the past and, because he would remain with these responsibilities going forward, the Compensation Committee determined that it was appropriate for Dr. Zandman’s compensation to continue to reflect his role as chief architect of our growth and success.

Dr. Paul and Mr. Grubb, until his departure from the Company, worked with Dr. Zandman and each other, had senior responsibilities for our overall business and financial affairs, respectively, and have been instrumental as well in promoting our strategic advances. With the assumption by Dr. Paul of the duties of the Chief Executive Officer in 2005, certain responsibilities shifted from Dr. Zandman to Dr. Paul, but the collective leadership function of the three most senior executives remained intact. The compensation of Dr. Paul and Mr. Grubb reflects their positions and responsibilities at the most senior executive level.

Our succession plan provides for the gradual transition of Mr. Zandman and Mr. Shoshani into the roles of senior management upon the eventual retirement of Drs. Zandman and Paul. The responsibilities of these executives have been increasing so that, for example, since the inception of the agreements in 2004, Mr. Zandman has become Chief Administrative Officer of Vishay and Mr. Shoshani has succeeded Dr. Paul in the position of Chief Operating Officer. The compensation of these executives is intended to reflect their transitional status. Currently, Messrs. Zandman and Shoshani report to Dr. Paul and their compensation in part is subject to Dr. Paul’s annual assessment of their performance.

The compensation arrangements were embodied in agreements with each of the executives with the expectation that they would remain in place for a period of time. The agreements have an evergreen feature, whereby at the end of each year another year is added, so that effectively the agreements always have three remaining years in their term. An evergreen term is essentially similar to the right of an executive to receive severance if the Company does not renew his employment agreement at the end of its stated term, a not uncommon feature in senior executive employment arrangements. The Compensation Committee chose to include the evergreen feature rather than a right to severance upon end-of-term non-renewal in recognition of the long-standing affiliation of each of the senior executives with the Company, their significant contributions to the growth of the Company over the years and the expectation that their affiliation with the Company would continue for the foreseeable future. As a consequence, the compensation arrangements can only be modified with the respective executives’ consent, without which, the executive would otherwise have the right to terminate employment and receive severance pay. Given the longstanding employment relationship with, and other ties to, Vishay of each of the executives, the Compensation Committee did not believe that the evergreen feature would impede change in the executive compensation structure for senior management, where such change would be desirable and in the best interests of Vishay.

Dr. Yahalomi’s employment contract was negotiated subsequent to his appointment as Executive Vice President and Chief Financial Officer effective September 1, 2008. The agreement was approved by the Compensation Committee and the full Board on December 5, 2008, just as the contours of the current economic crisis were beginning to come into focus. The terms of the agreement, which are discussed below, reflect the tentativeness of the current environment as well as Dr. Yahalomi’s more limited history with the Company. Accordingly, there is no evergreen feature or mandatory equity component, and the severance provisions are scaled back.

Response to the Global Recession

The nearly unprecedented disruption in the global economy that began in the summer of 2008 and that has accelerated since that time continues to have a profound effect upon the Company. The Compensation Committee, like the Company generally, has been focused on measures to see the Company safely through the economic storm raging worldwide, and particularly in the markets served by the Company. While management has always been focused on generating free cash, which the Company defines as cash flow from operations less cash used for capital expenditures, net of proceeds from sale of fixed assets, conservation and generation of cash has now become central to the Company’s short-term management objectives. The Company has undertaken various initiatives to conserve cash, including plant closures and reductions in force. Consistent with these measures, the Company has imposed a freeze on compensation, where possible, and the elimination of bonuses for 2009.

The Compensation Committee has likewise determined to freeze base salaries for the Company’s senior executive officers for 2009. While Dr. Zandman and Dr. Paul have a contractual entitlement to participation in the Company’s cash bonus plan, the Committee has encouraged these executives to forgo their cash bonuses for 2009, subject to re-evaluation if the Company and the economy should experience a meaningful turn-around in the latter part of the year. The Committee expects that bonuses will not be paid to Dr. Zandman and Dr. Paul for 2009 under currently foreseeable conditions. The Committee also anticipates that the other senior executive officers, whose bonuses are subject to individual performance measures, will not be paid bonuses for 2009 unless conditions improve. The Committee has also determined not to make any discretionary award of equity-based compensation for 2009, in part because of the unsettled market environment and because of the depressed price of the Company’s stock to historically low levels at this time.

These excerpts taken from the VSH 10-K filed Feb 26, 2009.

Overview

Net revenues for the year ended December 31, 2008 were $2.822 billion, compared to net revenues of $2.833 billion for the year ended December 31, 2007.

Vishay reported a loss from continuing operations for the year ended December 31, 2008 of $1,683.6 million, or $9.03 per share. The loss includes noncash goodwill and indefinite-lived intangible asset impairment charges, totaling $1,723.2 million ($1,668.0 million, net of tax). The results for the year ended December 31, 2008 also include pretax charges for restructuring and severance costs of $62.5 million, related asset write-downs of $5.1 million, losses on adverse purchase commitments of $6.0 million, a loss on early extinguishment of debt of $13.6 million, and $4.0 million of costs associated with Vishay’s terminated tender offer for all outstanding shares of International Rectifier, partially offset by a gain on sale of land and buildings of $4.5 million. On an after tax basis, these items, plus additional tax expense for one-time tax items totaling $36.9 million, had a negative $9.56 per share effect on income (loss) from continuing operations.

Income from continuing operations for the year ended December 31, 2007 was $140.4 million, or $0.74 per diluted share. Income from continuing operations for the year ended December 31, 2007 was impacted by pretax charges for restructuring and severance costs of $14.7 million, related asset write-downs of $3.9 million, and a contract termination charge of $18.9 million, net of a gain on sale of a building of $3.1 million. These items and their tax-related consequences, plus additional tax expense for one-time tax items totaling $8.3 million, had a negative $0.21 per share effect on income from continuing operations.

On April 7, 2008, Vishay sold the automotive modules and subsystems business unit (“ASBU”) acquired on April 1, 2007 as part of the acquisition of the PCS business of International Rectifier. The operations of ASBU have been classified as discontinued operations for the entire period of ownership. Including the loss from discontinued operations, the net loss for the year ended December 31, 2008 was $1,731.4 million, compared to net earnings of $130.8 million for the year ended December 31, 2007.

Following the relatively friendly business environment experienced between the fourth quarter of 2005 through the second quarter of 2008, the electronics industry abruptly experienced the impact of the worldwide financial crisis that became more pronounced and intensified beginning in September 2008. Despite results that were below our expectations during the second half of 2008, we continued to generate cash from operations. We remain confident for the long-term prospects of our businesses, although we expect further deterioration of market conditions in the short-term.

-32-

Overview

Vishay Intertechnology, Inc. is an
international manufacturer and supplier of discrete semiconductors and passive
electronic components, including power MOSFETs, power integrated circuits,
transistors, diodes, optoelectronic components, resistors, capacitors,
inductors, strain gages, load cells, force measurement sensors, displacement
sensors, and photoelastic sensors. Discrete semiconductors and passive
electronic components manufactured by Vishay are used in virtually all types of
electronic products, including those in the industrial, computer, automotive,
consumer electronic products, telecommunications, military/aerospace, and
medical industries.

Vishay operates in two product
segments, Semiconductors and Passive Components. Semiconductors segment products
include transistors, diodes, rectifiers, certain types of integrated circuits,
and optoelectronic products. Passive Components segment products include
resistors, capacitors, and inductors. We include in the Passive Components
segment our Measurements Group, which manufactures and markets strain gages,
load cells, transducers, instruments, and weighing systems whose core components
are resistors that are sensitive to various types of mechanical stress. While
the passive components business had historically predominated at Vishay,
following several acquisitions of semiconductor businesses, revenues from our
Semiconductors and Passive Components segments were essentially split evenly
from 2003 through the first quarter of 2007. On April 1, 2007, Vishay acquired
the Power Control Systems (“PCS”) business of International Rectifier
Corporation, which has been included in the Semiconductors segment.

Net revenues for the year ended
December 31, 2008 were $2.822 billion, compared to net revenues of $2.833
billion for the year ended December 31, 2007.

Vishay reported a loss from continuing
operations for the year ended December 31, 2008 of $1,683.6 million, or $9.03
per share. The loss includes noncash goodwill and indefinite-lived intangible
asset impairment charges, totaling $1,723.2 million ($1,668.0 million, net of
tax). The results for the year ended December 31, 2008 also include pretax
charges for restructuring and severance costs of $62.5 million, related asset
write-downs of $5.1 million, losses on adverse purchase commitments of $6.0
million, a loss on early extinguishment of debt of $13.6 million, and $4.0
million of costs associated with Vishay’s terminated tender offer for all
outstanding shares of International Rectifier, partially offset by a gain on
sale of land and buildings of $4.5 million. On an after tax basis, these items,
plus additional tax expense for one-time tax items totaling $36.9 million, had a
negative $9.56 per share effect on income (loss) from continuing
operations.

Income from continuing operations for
the year ended December 31, 2007 was $140.4 million, or $0.74 per diluted share.
Income from continuing operations for the year ended December 31, 2007 was
impacted by pretax charges for restructuring and severance costs of $14.7
million, related asset write-downs of $3.9 million, and a contract termination
charge of $18.9 million, net of a gain on sale of a building of $3.1 million.
These items and their tax-related consequences, plus additional tax expense for
one-time tax items totaling $8.3 million, had a negative $0.21 per share effect
on income from continuing operations.

On April 7, 2008, Vishay sold the
automotive modules and subsystems business unit (“ASBU”) acquired on April 1,
2007 as part of the acquisition of the PCS business of International Rectifier.
The operations of ASBU have been classified as discontinued operations for the
entire period of ownership. Including the loss from discontinued operations, the
net loss for the year ended December 31, 2008 was $1,731.4 million, compared to
net earnings of $130.8 million for the year ended December 31, 2007.

Following the relatively friendly
business environment experienced between the fourth quarter of 2005 through the
second quarter of 2008, the electronics industry abruptly experienced the impact
of the worldwide financial crisis that became more pronounced and intensified
beginning in September 2008. Despite results that were below our expectations
during the second half of 2008, we continued to generate cash from operations.
We remain confident for the long-term prospects of our businesses, although we
expect further deterioration of market conditions in the short-term.

-32-

This excerpt taken from the VSH 10-Q filed Nov 4, 2008.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and passive electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the industrial, computer, automotive, consumer electronic products, telecommunications, military/aerospace, and medical industries.

Vishay operates in two segments, Semiconductors and Passive Components. Semiconductors segment products include transistors, diodes, rectifiers, certain types of integrated circuits, and optoelectronic products. Passive Components segment products include resistors, capacitors, and inductors. We include in the Passive Components segment our Measurements Group, which manufactures and markets strain gages, load cells, transducers, instruments, and weighing systems whose core components are resistors that are sensitive to various types of mechanical stress. While the passive components business had historically predominated at Vishay, following several acquisitions of semiconductor businesses, revenues from our Semiconductors and Passive Components segments were essentially split evenly from 2003 through the first quarter of 2007. On April 1, 2007, Vishay acquired the Power Control Systems (“PCS”) business of International Rectifier Corporation, which has been included in the Semiconductors segment. Going forward, revenues from our Semiconductors segment are expected to represent slightly more than half of our total revenues.

Net revenues for the fiscal quarter ended September 27, 2008 were $739.1 million, compared to $729.6 million for the fiscal quarter ended September 29, 2007.

Vishay reported a loss from continuing operations in the third quarter of 2008 of $312.9 million, or $1.68 per share. The loss includes noncash goodwill and indefinite-lived intangible asset impairment charges, totaling $357.9 million ($328.8 million, net of tax). The amount of the impairment charge is based on a preliminary analysis and may be adjusted in the fourth quarter.

The third quarter 2008 results also include a pretax charge for restructuring and severance costs of $6.8 million, a loss on early extinguishment of debt of $13.6 million, and $4.0 million of costs associated with Vishay’s terminated tender offer for all outstanding shares of International Rectifier. On an after tax basis, these items and the impairment charges had a negative $1.86 per share effect on earnings (loss) from continuing operations.

Income from continuing operations for the fiscal quarter ended September 29, 2007 was $37.1 million, or $0.20 per diluted share. Income from continuing operations for the fiscal quarter ended September 29, 2007 was impacted by pretax charges for restructuring and severance costs of $9.9 million. Additionally, reported income tax expense is net of benefits totaling $0.9 million for changes in uncertain tax positions and a change in enacted tax rates. These items, net, had a negative $0.05 per share effect on income from continuing operations.

Net revenues for the nine fiscal months ended September 27, 2008 were $2,246.8 million, compared to $2,103.7 million for the nine fiscal months ended September 29, 2007. The loss from continuing operations for the nine fiscal months ended September 27, 2008 was $1,037.0 million or $5.56 per share, compared to income from continuing operations of $129.1 million or $0.67 per diluted share for the nine fiscal months ended September 29, 2007.

The loss from continuing operations for the nine fiscal months ended September 27, 2008 was impacted by pretax charges for goodwill and indefinite-lived asset impairments of $1,157.9 million, restructuring and severance costs of $34.0 million, related asset write-downs of $4.2 million, a loss on early extinguishment of debt of $13.6 million, $4.0 million of costs associated with Vishay’s terminated tender offer for all outstanding shares of International Rectifier, and $9.9 million of tax expense associated with the repatriation of cash from certain non-U.S. subsidiaries. Including the tax effects of the pretax charges, these items had a negative $6.15 per share effect on earnings (loss) from continuing operations.

Income from continuing operations for the nine fiscal months ended September 29, 2007 was impacted by pretax charges for restructuring and severance costs of $13.2 million and related asset write-downs of $2.7 million. These items and their tax-related consequences, plus additional tax expense for changes in uncertain tax positions net of benefits for a change in enacted tax rates totaling $2.5 million, had a negative $0.09 per share effect on income from continuing operations.

On April 7, 2008, Vishay sold the automotive modules and subsystems business unit (“ASBU”) acquired on April 1, 2007 as part of the acquisition of the PCS business of International Rectifier. The operations of ASBU have been classified as discontinued operations. Including the loss from discontinued operations, the net loss for the fiscal quarter and nine fiscal months ended September 27, 2008 was $312.9 million and $1,079.1 million, respectively, compared to net earnings of $35.2 million and $125.9 million, respectively, for the comparable prior year periods.

During the third quarter of 2008, the electronics industry abruptly experienced the impact of the present macro economic turbulences. Despite results that were below our expectations, we continued to generate strong cash flows. We remain confident for the long-term prospects of our businesses, although we expect further deterioration of market conditions in the short-term.

This excerpt taken from the VSH 10-Q filed Aug 5, 2008.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the industrial, computer, automotive, consumer electronic products, telecommunications, military/aerospace, and medical industries.

Net revenues for the fiscal quarter ended June 28, 2008 were $774.4 million, compared to $715.9 million for the fiscal quarter ended June 30, 2007.

Vishay reported a loss from continuing operations in the second quarter of 2008 of $741.7 million, or $3.98 per share. The loss was substantially attributable to a noncash goodwill impairment charge of $800 million ($770 million, net of tax). The goodwill impairment charge has no impact on Vishay’s liquidity, cash flows from operating activities, or debt covenants, and does not have any impact on future operations. The amount of the impairment charge is based on a preliminary analysis and may be adjusted in the third quarter.

The second quarter 2008 results also include a pretax charge for restructuring and severance costs of $8.9 million and $9.9 million of tax expense associated with the repatriation of cash from certain non-U.S. subsidiaries. On an after tax basis, these items and the goodwill impairment charge had a negative $4.21 per share effect on income (loss) from continuing operations.

On August 1, 2008, Vishay repurchased substantially all of its convertible subordinated notes (pursuant to the option of the holders) for the principal amount of $498.1 million plus accrued interest. In order to meet this obligation, Vishay repatriated approximately $250 million of cash from non-U.S. subsidiaries. This repatriation of cash resulted in net tax expense of approximately $9.9 million, after the utilization of net operating losses and tax credits.

Income from continuing operations for the fiscal quarter ended June 30, 2007 was $42.0 million, or $0.22 per diluted share. Income from continuing operations for the fiscal quarter ended June 30, 2007 was impacted by pretax charges for restructuring and severance costs of $1.2 million and related asset write-downs of $2.7 million. These items and their tax-related consequences, plus additional tax expense for changes in uncertain tax positions of $3.4 million, had a negative $0.04 per share effect on income from continuing operations.

Net revenues for the six fiscal months ended June 28, 2008 were $1,507.7 million, compared to $1,374.1 million for the six fiscal months ended June 30, 2007. The loss from continuing operations for the six fiscal months ended June 28, 2008 was $724.1 million or $3.89 per share, compared to income from continuing operations of $92.0 million or $0.48 per diluted share for the six fiscal months ended June 30, 2007.

The loss from continuing operations for the six fiscal months ended June 28, 2008 was impacted by pretax charges for goodwill impairment of $800 million, restructuring and severance costs of $27.1 million, related asset write-downs of $4.2 million, and $9.9 million of tax expense associated with the repatriation of cash from certain non-U.S. subsidiaries. Including the tax effects of the pretax charges, these items had a negative $4.30 per share effect on earnings (loss) from continuing operations.

Income from continuing operations for the six fiscal months ended June 30, 2007 was impacted by pretax charges for restructuring and severance costs of $3.3 million and related asset write-downs of $2.7 million. These items and their tax-related consequences, plus additional tax expense for changes in uncertain tax positions of $3.4 million, had a negative $0.04 per share effect on income from continuing operations.

On April 7, 2008, Vishay sold the automotive modules and subsystems business unit (“ASBU”) acquired on April 1, 2007 as part of the acquisition of the PCS business of International Rectifier. The operations of ASBU have been classified as discontinued operations. Including the loss from discontinued operations, the net loss for the fiscal quarter and six fiscal months ended June 28, 2008 was $741.7 million and $766.3 million, respectively, compared to net earnings of $40.7 million and $90.7 million, respectively, for the comparable prior year periods.

Despite some ongoing concerns for the macro economy, Vishay continues to operate in a reasonably good economic environment. The recent weakness of the U.S. dollar continues to burden our operating results.

This excerpt taken from the VSH 10-Q filed May 6, 2008.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the industrial, computer, automotive, consumer electronic products, telecommunications, military/aerospace, and medical industries.

Net revenues for the fiscal quarter ended March 29, 2008 were $733.3 million, compared to $658.2 million for the fiscal quarter ended March 31, 2007. Income from continuing operations for the fiscal quarter ended March 29, 2008 were $17.6 million or $0.09 per diluted share, compared to $50.0 million or $0.25 per diluted share for the fiscal quarter ended March 31, 2007.

As previously announced, on April 7, 2008, Vishay sold the automotive modules and subsystems business unit (“ASBU”) acquired on April 1, 2007 as part of the acquisition of the PCS business of International Rectifier. The operations of ASBU have been classified as discontinued operations. Vishay recorded a pretax impairment charge of $32.3 million during the first quarter, within the loss from discontinued operations, to reduce the carrying value of the net assets of ASBU to the selling price. The loss from discontinued operations for the quarter, including this charge and its related tax effects, was $42.1 million, resulting in a net loss of $24.6 million, or $(0.13) per diluted share.

Income from continuing operations for the fiscal quarter ended March 29, 2008 of $17.6 million, or $0.09 per diluted share, was impacted by pretax charges for restructuring and severance costs of $18.2 million and related asset write-downs of $4.2 million. These items and their tax-related consequences had a negative $0.10 per share effect on income from continuing operations.

Net earnings of $50.0 million, or $0.25 per diluted share, for the fiscal quarter ended March 31, 2007 were impacted by restructuring and severance costs of $2.0 million, or $0.01 per share net of tax.

Vishay continues to operate in a reasonably good economic environment, despite ongoing concerns for the macro economy. The historical weakness of the U.S. dollar continues to burden net earnings.

These excerpts taken from the VSH 10-K filed Feb 27, 2008.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the industrial, computer, automotive, consumer electronic products, telecommunications, military/aerospace, and medical industries.

Net revenues for the year ended December 31, 2007 were $2.833 billion, compared to net revenues of $2.581 billion for the year ended December 31, 2006. Income from continuing operations for the year ended December 31, 2007 was $140.4 million, or $0.74 per diluted share, compared to net earnings of $139.7 million or $0.73 per diluted share for the year ended December 31, 2006.

Vishay intends to sell the automotive modules and subsystems business unit (“ASBU”) acquired on April 1, 2007 as part of the PCS business. The operations of the ASBU have been classified as discontinued operations. The loss from discontinued operations in 2007 was $9.6 million, resulting in net earnings of $130.8 million, or $0.69 per diluted share.

Income from continuing operations for the year ended December 31, 2007 of $140.4 million, or $0.74 per diluted share, was impacted by pretax charges for restructuring and severance costs of $14.7 million, related asset write-downs of $3.9 million, and a contract termination charge of $18.9 million, net of a gain on sale of a building of $3.1 million. These items and their tax-related consequences, plus additional tax expense for changes in uncertain tax positions and valuation allowances totaling $8.3 million, had a negative $0.21 per share effect on income from continuing operations.

Earnings for the year ended December 31, 2006 were impacted by restructuring and severance costs of $40.2 million, related asset write-downs of $6.7 million, write-downs and write-offs of tantalum inventories totaling $9.6 million, losses resulting from adjustments to previously existing purchase commitments of $5.7 million, a loss on early extinguishment of debt of $2.9 million, an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million, and charges totaling $2.9 million to settle past product quality issues. These items and their tax related consequences had a negative $0.26 effect on earnings per share.

The business environment during 2007 continued to be relatively friendly, continuing the business climate enjoyed by the electronic components industry since the fourth quarter of 2005. For the second year in a row, in 2007 we recognized the highest annual revenues in our history.

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Overview

Vishay Intertechnology, Inc. is an
international manufacturer and supplier of discrete semiconductors and passive
electronic components, including power MOSFETs, power conversion and motor
control integrated circuits, transistors, diodes, optoelectronic components,
resistors, capacitors, inductors, strain gages, load cells, force measurement
sensors, displacement sensors, and photoelastic sensors. Semiconductors and
electronic components manufactured by Vishay are used in virtually all types of
electronic products, including those in the industrial, computer, automotive,
consumer electronic products, telecommunications, military/aerospace, and
medical industries.

Vishay operates in two segments,
Semiconductors and Passive Components. Semiconductors segment products include
transistors, diodes, rectifiers, certain types of integrated circuits, and
optoelectronic products. Passive Components segment products include resistors,
capacitors, and inductors. We include in the Passive Components segment our
Measurements Group, which manufactures and markets strain gages, load cells,
transducers, instruments, and weighing systems whose core components are
resistors that are sensitive to various types of mechanical stress. While the
passive components business had historically predominated at Vishay, following
several acquisitions of semiconductor businesses, revenues from our
Semiconductors and Passive Components segments were essentially split evenly
from 2003 through the first quarter of 2007. On April 1, 2007, Vishay acquired
the Power Control Systems (“PCS”) business of International Rectifier
Corporation, which has been included in the Semiconductors segment. Going
forward, revenues from our Semiconductors segment are expected to represent
slightly more than half of our total revenues.

Net revenues for the year ended
December 31, 2007 were $2.833 billion, compared to net revenues of $2.581
billion for the year ended December 31, 2006. Income from continuing operations
for the year ended December 31, 2007 was $140.4 million, or $0.74 per diluted
share, compared to net earnings of $139.7 million or $0.73 per diluted share for
the year ended December 31, 2006.

Vishay intends to sell the automotive
modules and subsystems business unit (“ASBU”) acquired on April 1, 2007 as part
of the PCS business. The operations of the ASBU have been classified as
discontinued operations. The loss from discontinued operations in 2007 was $9.6
million, resulting in net earnings of $130.8 million, or $0.69 per diluted
share.

Income from continuing operations for
the year ended December 31, 2007 of $140.4 million, or $0.74 per diluted share,
was impacted by pretax charges for restructuring and severance costs of $14.7
million, related asset write-downs of $3.9 million, and a contract termination
charge of $18.9 million, net of a gain on sale of a building of $3.1 million.
These items and their tax-related consequences, plus additional tax expense for
changes in uncertain tax positions and valuation allowances totaling $8.3
million, had a negative $0.21 per share effect on income from continuing
operations.

Earnings for the year ended December
31, 2006 were impacted by restructuring and severance costs of $40.2 million,
related asset write-downs of $6.7 million, write-downs and write-offs of
tantalum inventories totaling $9.6 million, losses resulting from adjustments to
previously existing purchase commitments of $5.7 million, a loss on early
extinguishment of debt of $2.9 million, an adjustment to increase the estimated
cost of environmental remediation obligations associated with the 2001 General
Semiconductor acquisition of $3.6 million, and charges totaling $2.9 million to
settle past product quality issues. These items and their tax related
consequences had a negative $0.26 effect on earnings per share.

The business environment during 2007
continued to be relatively friendly, continuing the business climate enjoyed by
the electronic components industry since the fourth quarter of 2005. For the
second year in a row, in 2007 we recognized the highest annual revenues in our
history.

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This excerpt taken from the VSH 10-Q filed Nov 6, 2007.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the computer, telecommunications, military/aerospace, instrument, automotive, medical, and consumer electronics industries.

Net revenues for the fiscal quarter ended September 29, 2007 were $729.6 million, compared to $654.4 million for the fiscal quarter ended September 30, 2006. Income from continuing operations for the fiscal quarter ended September 29, 2007 was $37.1 million, or $0.20 per diluted share, compared with net earnings for the fiscal quarter ended September 30, 2006 of $32.5 million, or $0.17 per diluted share.

The Company intends to sell the automotive modules and subsystems business unit (“ASBU”) acquired on April 1, 2007 as part of the PCS business. The operations of the ASBU have been classified as discontinued operations. The loss from discontinued operations for the third quarter was $1.9 million, resulting in net earnings of $35.2 million, or $0.19 per diluted share.

Income from continuing operations for the third quarter of 2007 of $37.1 million, or $0.20 per diluted share, was impacted by a pretax charge for restructuring and severance costs of $9.9 million. Additionally, reported income tax expense is net of benefits totaling $0.9 million for changes in uncertain tax positions and a change in enacted tax rates. These items, net, had a negative $0.05 per share effect on income from continuing operations.

Net earnings for the third quarter of 2006 of $32.5 million, or $0.17 per diluted share, were impacted by pretax charges for restructuring and severance costs of $19.2 million, related asset write-downs of $2.7 million, inventory obsolescence charges for discontinued tantalum products of $1.4 million, losses resulting from adjustments to previously existing purchase commitments of $0.7 million, and charges totaling $2.9 million to settle past quality claims. These items and their tax-related consequences had a negative $0.10 effect on earnings per share.

Net revenues for the nine fiscal months ended September 29, 2007 were $2,103.7 million, compared to $1,946.0 million for the nine fiscal months ended September 30, 2006. Income from continuing operations for the nine fiscal months ended September 29, 2007 was $129.1 million, or $0.67 per diluted share, compared with net earnings for the nine fiscal months ended September 30, 2006 of $113.5 million, or $0.59 per diluted share.

The loss from discontinued operations for nine fiscal months ended September 29, 2007 was $3.2 million, resulting in net earnings of $125.9 million, or $0.66 per diluted share.

Income from continuing operations for the nine fiscal months ended September 29, 2007 of $129.1 million, or $0.67 per diluted share, was impacted by pretax charges for restructuring and severance costs of $13.2 million and related asset write-downs of $2.7 million. These items and their tax-related consequences, plus additional tax expense for changes in uncertain tax positions net of benefits for a change in enacted tax rates totaling $2.5 million, had a negative $0.09 per share effect on income from continuing operations.

Net earnings for the nine fiscal months ended September 30, 2006 of $113.5 million, or $0.59 per diluted share, were impacted by pretax charges for restructuring and severance costs of $28.1 million, related asset write-downs of $6.6 million, losses resulting from adjustments to previously existing purchase commitments of $4.8 million, write-downs and write-offs of tantalum inventories totaling $9.6 million, a loss on early extinguishment of debt of $2.9 million, an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million, and charges totaling $2.9 million to settle past product quality issues. These items and their tax related consequences had a negative $0.21 effect on earnings per share.

The business environment during the quarter and nine fiscal months ended September 29, 2007 continued to be relatively friendly, continuing the business climate enjoyed by the electronic components industry since the fourth quarter of 2005. We noted particular strength in Asia, beyond typical seasonality, although Europe was weaker due to expected seasonality. We experienced a strong upturn in sales of components for use in notebook computers. Sales to other sectors, particularly the industrial and automotive sectors, have remained stable at a relatively high level.

This excerpt taken from the VSH 10-Q filed Aug 8, 2007.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the computer, telecommunications, military/aerospace, instrument, automotive, medical, and consumer electronics industries.

Net revenues for the second quarter of 2007 were $715.9 million, compared to $660.5 million for the fiscal quarter ended July 1, 2006. Net income from continuing operations for the fiscal quarter ended June 30, 2007 was $42.0 million, or $0.22 per diluted share, compared with net earnings for the fiscal quarter ended July 1, 2006 of $42.8 million, or $0.22 per diluted share.

We intend to sell the automotive modules and subsystems business unit (“ASBU”) acquired as part of the PCS business. The operations of the ASBU have been classified as discontinued operations for the quarter ended June 30, 2007. The loss from discontinued operations for the quarter was $1.3 million, resulting in net earnings of $40.7 million, or $0.22 per diluted share.

Net income from continuing operations for the second quarter of 2007 were impacted by pretax charges for restructuring and severance costs of $1.2 million and related asset write-downs of $2.7 million. These items and their tax related consequences, plus additional tax expense for changes in uncertain tax positions of $3.4 million, had a negative $0.04 per share effect on income from continuing operations.

Net earnings for the second quarter of 2006 were impacted by pretax charges for restructuring and severance costs of $8.2 million, related asset write-downs of $3.8 million, losses resulting from adjustments to previously existing purchase commitments of $0.8 million for tantalum powder and wire, a loss on early extinguishment of debt of $2.9 million associated with the repurchase of the Company’s Liquid Yield Option™ Notes, and an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million. These items and their tax related consequences had a negative $0.06 effect on earnings per share.

Net revenues for the six fiscal months ended June 30, 2007 were $1,374.1 million, compared to $1,291.6 million for the six fiscal months ended July 1, 2006. Net income from continuing operations for the six fiscal months ended June 30, 2007 was $92.0 million, or $0.48 per diluted share, compared with net earnings for the six fiscal months ended July 1, 2006 of $81.0 million, or $0.41 per diluted share.

Net income from continuing operations for the six fiscal months ended June 30, 2007 were impacted by pretax charges for restructuring and severance costs of $3.3 million and related asset write-downs of $2.7 million. These items and their tax related consequences, plus additional tax expense for changes in uncertain tax positions of $3.4 million, had a negative $0.04 per share effect on income from continuing operations.

Net earnings for the six fiscal months ended July 1, 2006 were impacted by pretax charges for restructuring and severance costs of $8.9 million, related asset write-downs of $3.9 million, write-downs of tantalum inventories to current market value of $8.2 million, losses resulting from adjustments to previously existing purchase commitments of $4.1 million, a loss on early extinguishment of debt of $2.9 million, and an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million. These items and their tax related consequences had a negative $0.12 effect on earnings per share.

The business environment during the first half of 2007 continued to be relatively friendly, continuing the business climate enjoyed by the electronic components industry during 2006. While we noted some weakness in certain markets (particularly telecommunications) and geographical locations (particularly Europe) after a solid first quarter of 2007, we have also started to see the seasonal ramp-up in Asia.

This excerpt taken from the VSH 10-Q filed May 8, 2007.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the computer, telecommunications, military/aerospace, instrument, automotive, medical, and consumer electronics industries.

Vishay operates in two segments, Semiconductors and Passive Components. Semiconductors segment products include transistors, diodes, rectifiers, certain types of integrated circuits and optoelectronic products. Passive Components segment products include resistors, capacitors, and inductors. We include in the Passive Components segment our Measurements Group, which manufactures and markets strain gages, load cells, transducers, instruments and weighing systems whose core components are resistors that are sensitive to various types of mechanical stress. While the passive components business had historically predominated at Vishay, following several acquisitions of semiconductor businesses, revenues from our Semiconductors and Passive Components segments were essentially split evenly from 2003 through the first quarter of 2007. Revenues from our Semiconductors segment will represent approximately 55% of total revenues after the acquisition of the Power Control Systems (“PCS”) business of International Rectifier Corporation in the second quarter of 2007.

Net revenues for the first quarter of 2007 were $658.2 million, as compared to net revenues for the first quarter of 2006 of $631.1 million. Net earnings for the first quarter of 2007 were $50.0 million, or $0.25 per diluted share compared to net earnings of $38.2 million, or $0.20 per diluted share for the first quarter of 2006. Net earnings for the first quarter of 2007 were impacted by pretax charges for restructuring and severance costs of $2.0 million, which had a negative $0.01 after tax effect on earnings per share. Net earnings for the first quarter of 2006 were impacted by pre-tax charges for restructuring and severance costs and related asset write-downs of $0.8 million, losses resulting from adjustments to previously existing purchase commitments of $3.3 million and write-downs of tantalum inventories to current market value of $8.2 million. These items and their tax-related consequences had a negative $0.05 effect on earnings per share.

The business environment during the first quarter of 2007 continued to be relatively friendly, continuing the business climate enjoyed by the electronic components industry during 2006. We have seen unbroken, healthy, end-use customer demand. Stronger than anticipated orders, in combination with available capacities, led to better than projected sales during the first quarter of 2007.

This excerpt taken from the VSH DEF 14A filed Apr 16, 2007.

Overview

The Compensation Committee of the Board of Directors is responsible for establishing and approving the compensation of the Chief Executive Officer, recommending to the Board of Directors the compensation of other executive officers, and for administering Vishay’s incentive compensation and equity based plans. Other than with respect to the Chief Executive Officer, the Board of Directors makes the final determination with respect to compensation of Vishay’s senior executives.

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The Compensation Committee, in consultation with Dr. Zandman, Dr. Paul, and Mr. Grubb, determined to undertake a review this year of our executive officers’ compensation arrangements and engaged MullinTBG and Mercer and Co., another nationally recognized executive compensation consultant, to assist in this review. This review is on-going, with the expectation that the Committee will consider whether any changes should be made to the existing compensation regime for implementation in 2008. If the Committee determines to make changes in the executive’s compensation packages, it will deliver its recommendations to the full Board and will negotiate with the executives over modifications to their existing employment agreements.

Compensation perspective of the Committee generally

In 2004, the Compensation Committee crafted the compensation packages for Vishay’s executive officers with a view to the roles that each was expected to play over the medium term in Vishay’s operations, development, and strategic planning. Over the past three years, the executives have continued to function in the anticipated roles, so that the Committee believes that the determinations made in 2004 continue to be relevant and appropriate to our compensation philosophy.

Although Dr. Zandman was our chief executive officer in 2004, it was contemplated that he would relinquish that position to focus full time on technical and business development issues. This occurred effective January 1, 2005. Vishay has always viewed its internal growth through technical advance and its external growth through strategic acquisitions as the primary drivers of stockholder value. Dr. Zandman had been responsible for these areas in the past and, because he would remain with these responsibilities going forward, the Committee determined that it was appropriate for Dr. Zandman’s compensation to continue to reflect his role as chief architect of our growth and success.

Dr. Paul and Mr. Grubb, working with Dr. Zandman and each other, have had senior responsibility for our overall business and financial affairs, respectively, and have been instrumental as well in promoting our strategic advances. With the assumption by Dr. Paul of the duties of chief executive officer in 2005, certain responsibilities shifted from Dr. Zandman to Dr Paul, but the collective leadership function of the three most senior executives remained intact. The compensation of Dr. Paul and Mr. Grubb reflects their positions and responsibilities at the most senior executive level.

Our succession plan provides for the gradual transition of Mr. Zandman and Mr. Shoshani into the roles of senior management upon the eventual retirement of Drs. Zandman and Paul. The responsibilities of these executives have been increasing so that, for example, since the inception of the agreements in 2004, Mr. Zandman has become Chief Administrative Officer of Vishay and Mr. Shoshani has succeeded Dr. Paul in the position of Chief Operating Officer. The compensation of these executives is intended to reflect their transitional status. Currently, Mr. Zandman and Mr. Shoshani report to Dr. Paul, and their compensation in part is subject to Dr. Paul’s annual assessment of their performance.

The compensation arrangements were embodied in agreements with each of the executives, with the expectation that they would remain in place for a period of time. The agreements have an evergreen feature, whereby at the end of each year another year is added, so that effectively the agreements always have three remaining years in their term. As a consequence, the compensation arrangements can only be modified with the respective executives’ consent, without which, the executive would otherwise have the right to terminate employment and receive severance pay. Given the longstanding employment relationship with, and other ties to, Vishay of each of the executives, the Compensation Committee did not believe that the evergreen feature would impede change in the executive compensation structure for senior management, where such change would be desirable and in the best interests of Vishay.

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This excerpt taken from the VSH 10-K filed Feb 27, 2007.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the computer, telecommunications, military/aerospace, instrument, automotive, medical, and consumer electronics industries.

Vishay operates in two segments, Semiconductors (formerly referred to as our “Active Components” segment) and Passive Components. Semiconductors segment products include transistors, diodes, rectifiers, certain types of integrated circuits, and optoelectronic products. Our Semiconductors segment includes our Siliconix subsidiary, of which we completed the acquisition of the 19.6% interest that we did not already own during the second quarter of 2005. Passive Components segment products include resistors, capacitors, and inductors. We include in this segment our Measurements Group, which manufactures and markets strain gages, load cells, transducers, instruments, and weighing systems whose core components are resistors that are sensitive to various types of mechanical stress. While the passive components business had historically predominated at Vishay, following several acquisitions of semiconductor businesses, revenues from our Semiconductors and Passive Components segments were essentially split evenly from 2003 through 2006.

Consolidated net revenues for the year ended December 31, 2006 were $2.581 billion, compared to net revenues of $2.297 billion for the year ended December 31, 2005. Net earnings for the year ended December 31, 2006 were $139.7 million or $0.73 per diluted share, compared to net earnings of $62.3 million or $0.34 per diluted share for the year ended December 31, 2005.

Earnings for the year ended December 31, 2005 were impacted by restructuring and severance costs of $29.8 million, asset write-downs of $11.4 million, write-offs of purchased in-process research and development of $9.7 million, and Siliconix transaction-related expenses of $3.8 million. These items were partially offset by a gain on adjustment of existing purchase commitments of $1.0 million and a gain on sale of land of $2.1 million. In addition, tax expense includes a $9.0 million benefit, primarily due to favorable foreign tax rulings. These items and their tax related consequences had a negative $0.17 effect on earnings per share.

The business environment for electronic components was relatively friendly during 2006. Revenues for 2006 were the highest in our history, and full year net earnings represent the second best year ever. Our cost reduction efforts continue to yield margin improvements that are expected to continue into 2007. Furthermore, we have increased our manufacturing capacities for higher margin products for further growth.

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This excerpt taken from the VSH 10-Q filed Nov 6, 2006.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, transistors, diodes, rectifiers, certain types of integrated circuits, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the computer, telecommunications, military/aerospace, instrument, automotive, medical, and consumer electronics industries.

Vishay operates in two segments, Semiconductors and Passive Components. Semiconductors segment products include power MOSFETs, transistors, diodes, rectifiers, certain types of integrated circuits and optoelectronic products. Our Semiconductors segment includes our Siliconix subsidiary; we completed the acquisition of the 19.6% interest in Siliconix that we did not already own during the second quarter of 2005. Passive Components segment products include resistors, capacitors, and inductors. We include in this segment our Measurements Group, which manufactures and markets strain gages, load cells, transducers, instruments and weighing systems whose core components are resistors that are sensitive to various types of mechanical stress. The Passive Components business had historically predominated at Vishay until the purchase of General Semiconductor in November 2001, after which the lead position shifted to the Semiconductors business. With the acquisition of BCcomponents in December 2002, revenues from our Semiconductors and Passive Components businesses are essentially split evenly.

Net revenues for the third quarter of 2006 were $654.4 million, a 15.6% increase as compared to net revenues for the third quarter of 2005 of $566.1 million. Net earnings for the third quarter of 2006 were $32.5 million, or $0.17 per diluted share compared to net earnings of $20.0 million or $0.11 per diluted share for the third quarter of 2005. Net earnings for the third quarter of 2006 were impacted by pre-tax charges for restructuring and severance costs of $19.2 million, related asset write-downs of $2.7 million, inventory obsolescence charges for discontinued tantalum products of $1.4 million, losses resulting from adjustments to previously existing purchase commitments of $0.7 million, and charges totaling $2.9 million to settle past quality claims. These items and their tax-related consequences had a negative $0.10 effect on earnings per share. Net earnings for the third quarter of 2005 were impacted by restructuring and severance costs of $3.9 million, and by asset write-downs of $4.7 million, partially offset by gains resulting from adjustments to previously existing purchase commitments of $1.1 million. These items and their tax related consequences had a negative $0.03 effect on earnings per share.

Net revenues for the nine fiscal months ended September 30, 2006 were $1,946.0 million, a 14.3% increase as compared to sales of $1,702.8 million for the comparable prior year period. Net earnings for the nine fiscal months ended September 30, 2006 were $113.5 million or $0.59 per diluted share compared to net earnings of $35.4 million or $0.20 per diluted share for the comparable prior year period. Net earnings for the nine fiscal months ended September 30, 2006 were impacted by pre-tax charges for restructuring and severance costs of $28.1 million, related asset write-downs of $6.6 million, losses resulting from adjustments to previously existing purchase commitments of $4.8 million, write-downs and write-offs of tantalum inventories totaling $9.6 million, a loss on early extinguishment of debt of $2.9 million, an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million, and charges totaling $2.9 million to settle past product quality issues. These items and their tax related consequences had a negative $0.21 effect on earnings per share. Net earnings for the nine fiscal months ended October 1, 2005 were impacted by restructuring and severance costs of $18.2 million, by asset write-downs of $4.8 million, by charges for purchased in-process research and development of $9.2 million, by Siliconix transaction-related expenses of $3.8 million, and by a net loss resulting from adjustments to previously existing purchase commitments of $2.5 million, partially offset by a gain on sale of land of $2.1 million. In addition, income tax expense for the nine fiscal months ended October 1, 2005 is net of a $3.7 million benefit, primarily due to a favorable foreign tax ruling during the second quarter of 2005. These items and their tax related consequences had a negative $0.13 effect on earnings per share.

The electronic components industry is presently enjoying a favorable business climate. All regions and practically all market segments are doing well. Revenues declined slightly on a sequential basis due to seasonality, but continue to be significantly better than prior years. Also as expected, our cost reduction efforts of the past several years are yielding margin improvements.

This excerpt taken from the VSH 10-Q filed Aug 8, 2006.

Overview

Net revenues for the second quarter of 2006 were $660.5 million, a 13% increase as compared to net revenues for the second quarter of 2005 of $582.4 million. Net earnings for the second quarter of 2006 were $42.8 million, or $0.22 per diluted share compared to net earnings of $9.7 million or $0.05 per diluted share for the second quarter of 2005. Net earnings for the second quarter of 2006 were impacted by pre-tax charges for restructuring and severance costs of $8.2 million, related asset write-downs of $3.8 million, losses resulting from adjustments to previously existing purchase commitments of $0.8 million, a loss on early extinguishment of debt of $2.9 million and an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million. These items and their tax-related consequences had a negative $0.06 effect on earnings per share. Net earnings for the second quarter of 2005 were impacted by restructuring and severance costs and related asset write-downs of $9.4 million, charges for purchased in-process research and development of $9.2 million, Siliconix transaction-related expenses of $3.8 million, and by losses resulting from adjustments to previously existing purchase commitments of $1.3 million, partially offset by a gain on sale of land of $2.1 million. In addition, income tax expense for the second quarter of 2005 is net of a $3.7 million benefit, primarily due to a favorable foreign tax ruling. These items and their tax related consequences had a negative $0.07 effect on earnings per share.

Net revenues for the six fiscal months ended July 1, 2006 were $1,291.6 million, a 14% increase as compared to sales of $1,136.8 million for the comparable prior year period. Net earnings for the six fiscal months ended July 1, 2006 were $81.0 million or $0.41 per diluted share compared to net earnings of $15.4 million or $0.09 per diluted share for the comparable prior year period. Net earnings for the six fiscal months ended July 1, 2006 were impacted by pre-tax charges for restructuring and severance costs of $8.9 million, related asset write-downs of $3.9 million, losses resulting from adjustments to previously existing purchase commitments of $4.1 million, write-downs of tantalum inventories to current market value of $8.2 million, a loss on early extinguishment of debt of $2.9 million and an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million. These items and their tax related consequences had a negative $0.12 effect on earnings per share. Net earnings for the six fiscal months ended July 2, 2005 were impacted by pretax charges for restructuring and severance costs and related asset write-downs of $14.4 million, charges for purchased in-process research and development of $9.2 million, Siliconix transaction-related expenses of $3.8 million, and losses resulting from adjustments to previously existing purchase commitments of $3.6 million, partially offset by a gain on sale of land of $2.1 million. In addition, income tax expense for the six fiscal months ended July 2, 2005 is net of a $3.7 million benefit, primarily due to a favorable foreign tax ruling. These items and their tax related consequences had a negative $0.10 effect on earnings per share.

The electronic components industry is presently enjoying a very favorable business climate. All regions and practically all market segments are doing well. Revenues improved 13% versus the prior year’s second quarter, and improved 5% sequentially. As expected, our cost reduction efforts of the past several years are yielding margin improvements.

This excerpt taken from the VSH 10-Q filed May 9, 2006.

Overview

Vishay Intertechnology, Inc. is an international manufacturer and supplier of discrete semiconductors and passive electronic components, including power MOSFETs, power conversion and motor control integrated circuits, transistors, diodes, optoelectronic components, resistors, capacitors, inductors, strain gages, load cells, force measurement sensors, displacement sensors, and photoelastic sensors. Semiconductors and electronic components manufactured by Vishay are used in virtually all types of electronic products, including those in the computer, telecommunications, military/aerospace, instrument, automotive, medical, and consumer electronics industries.

Vishay operates in two segments, Semiconductors and Passive Components. Semiconductors segment products include transistors, diodes, rectifiers, certain types of integrated circuits and optoelectronic products. Our Semiconductors segment includes our Siliconix subsidiary, of which we completed the acquisition of the 19.6% interest that we did not already own during the second quarter of 2005. Passive Components segment products include resistors, capacitors, and inductors. We include in this segment our Measurements Group, which manufactures and markets strain gages, load cells, transducers, instruments and weighing systems whose core components are resistors that are sensitive to various types of mechanical stress. The Passive Components business had historically predominated at Vishay until the purchase of General Semiconductor in November 2001, after which the lead position shifted to the Semiconductors business. With the acquisition of BCcomponents in December 2002, revenues from our Semiconductors and Passive Components businesses are essentially split evenly.

Net revenues for the first quarter of 2006 were $631.1 million, as compared to net revenues for the first quarter of 2005 of $554.4 million. Net earnings for the first quarter of 2006 were $38.2 million, or $0.20 per diluted share compared to net earnings of $5.7 million or $0.03 per diluted share for the first quarter of 2005. Net earnings for the first quarter of 2006 were impacted by pre-tax charges for restructuring and severance costs and related asset write-downs of $0.8 million, losses resulting from adjustments to previously existing purchase commitments of $3.3 million and write-downs of tantalum inventories to current market value of $8.2 million. These items and their tax-related consequences had a negative $0.05 effect on earnings per share. Net earnings for the first quarter of 2005 were impacted by pre-tax charges for restructuring and severance costs of $5.0 million and losses resulting from adjustments to previously existing purchase commitments of $2.3 million. These items and their tax related consequences had a negative $0.03 effect on earnings per share.

The electronic components industry is presently enjoying an excellent business climate. All regions and practically all market segments are prospering. Revenues improved 14% versus the prior year’s first quarter, and improved 6% sequentially. As expected, our cost reduction efforts of the past several years are yielding margin improvements.

Vishay Intertechnology (VSH)

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