VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Balance Sheets

(In thousands)

	October 1, 2022			December 31, 2021			July 1, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	734,992		$	774,108		$	1,089,420		$	610,825
Short-term investments		182,646			146,743			14,366			305,272
Accounts receivable, net		425,630			396,458			453,250			416,178
Inventories:
Finished goods		164,252			147,293			169,775			156,234
Work in process		252,492			226,496			278,645			261,345
Raw materials		199,133			162,711			211,619			201,300
Total inventories		615,877			536,500			660,039			618,879

Prepaid expenses and other current assets		151,144			156,689			178,177			170,056
Total current assets		2,110,289			2,010,498			2,395,252			2,121,210

Property and equipment, at cost:
Land		74,118			74,646			76,872			75,907
Buildings and improvements		617,784			639,879			696,754			658,829
Machinery and equipment		2,743,049			2,758,262			2,961,214			2,857,636
Construction in progress		167,336			145,828			224,453			243,038
Allowance for depreciation		(2,613,506	)		(2,639,136	)		(2,786,772	)		(2,704,951	)
Property and equipment, net		988,781			979,479			1,172,521			1,130,459

Right of use assets		118,676			117,635			131,460			131,193

Deferred income taxes		85,288			95,037			106,210			104,667

Goodwill		163,567			165,269			203,940			201,432

Other intangible assets, net		59,918			67,714			75,111			77,896

Other assets		94,027			107,625			102,967			98,796
Total assets	$	3,620,546		$	3,543,257		$	4,187,461		$	3,865,653

Continues on following page.

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Balance Sheets (continued)

(In thousands)

	October 1, 2022			December 31, 2021			July 1, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
Liabilities and equity
Current liabilities:
Trade accounts payable	$	223,898		$	254,049		$	234,004		$	189,099
Payroll and related expenses		164,303			162,694			164,961			166,079
Lease liabilities		23,650			23,392			26,117			25,319
Other accrued expenses		220,542			218,089			249,382			261,606
Income taxes		84,571			35,443			83,910			84,155
Total current liabilities		716,964			693,667			758,374			726,258

Long-term debt less current portion		458,120			455,666			639,668			500,937
U.S. transition tax payable		83,010			110,681			46,117			83,010
Deferred income taxes		52,382			69,003			133,996			117,183
Long-term lease liabilities		95,747			99,987			107,149			108,493
Other liabilities		84,575			95,861			98,693			92,530
Accrued pension and other postretirement costs		229,467			271,672			189,022			187,092
Total liabilities		1,720,265			1,796,537			1,973,019			1,815,503

Equity:
Vishay stockholders' equity
Common stock		13,291			13,271			13,316			13,291
Class B convertible common stock		1,210			1,210			1,210			1,210
Capital in excess of par value		1,351,470			1,347,830			1,354,753			1,352,321
Retained earnings		714,588			401,694			952,062			773,228
Treasury stock (at cost)		(54,671	)		-			(123,371	)		(82,972	)
Accumulated other comprehensive income (loss)		(129,093	)		(20,252	)		12,655			(10,827	)
Total Vishay stockholders' equity		1,896,795			1,743,753			2,210,625			2,046,251
Noncontrolling interests		3,486			2,967			3,817			3,899
Total equity		1,900,281			1,746,720			2,214,442			2,050,150
Total liabilities and equity	$	3,620,546		$	3,543,257		$	4,187,461		$	3,865,653

See accompanying notes.

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
(Accumulated
Deficit)

Accumulated
Other
Comprehensive
Income (Loss)

Total Vishay
Stockholders'
Equity

Noncontrolling
Interests

Total
Equity

Balance at December 31, 2020

$
13,256

$
1,210

$
1,409,200

$
138,990

$
13,559

$
1,576,215

$
2,800

$
1,579,015

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

-

-

(66,078)

20,566

-

(45,512
)

-

(45,512
)
Net earnings

-

-

-

71,435

-

71,435

208

71,643

Other comprehensive income (loss)

-

-

-

-

(25,085
)

(25,085
)

-

(25,085
)
Issuance of stock and related tax withholdings for vested restricted stock units (149,722 shares)

15

-

(1,978
)

-

-

(1,963
)

-

(1,963
)
Dividends declared ($0.095 per share)

-

-

20

(13,777
)

-

(13,757
)

-

(13,757
)
Stock compensation expense

-

-

4,120

-

-

4,120

-

4,120

Balance at April 3, 2021 $ 13,271 $ 1,210 $ 1,345,284 $ 217,214 $ (11,526 ) $ 1,565,453 $ 3,008 $ 1,568,461
Net earnings - - - 93,192 - 93,192 189 93,381
Other comprehensive income

-

-

-

-

11,305

11,305

-

11,305

Distributions to noncontrolling interests

-

-

-

-

-

-

(800
)

(800
)
Dividends declared ($0.095 per share)

-

-

20

(13,777
)

-

(13,757
)

-

(13,757
)
Stock compensation expense

-

-

828

-

-

828

-

828

Balance at July 3, 2021

$
13,271

$
1,210

$
1,346,132

$
296,629

$
(221
)

$
1,657,021

$
2,397

$
1,659,418

Net earnings

-

-

-

96,820

-

96,820

262

97,082

Other comprehensive income (loss)

-

-

-

-

(15,392)

(15,392)

-

(15,392)

Dividends declared ($0.095 per share)

-

-

20

(13,777
)

-

(13,757
)

-

(13,757
)
Stock compensation expense

-

-

828

-

-

828

-

828

Balance at October 2, 2021

$
13,271

$
1,210

$
1,346,980

$
379,672

$
(15,613
)

$
1,725,520

$
2,659

$
1,728,179

~~Continues on following page.~~

~~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 (Accumulated Deficit)			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Vishay Stockholders' Equity			Noncontrolling Interests			Total Equity			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, 2021	$	13,271	$	1,210	$	1,347,830		$	401,694		$	-		$	(20,252	)	$	1,743,753		$	2,967		$	1,746,720		$	13,271	$	1,210	$	1,347,830		$	401,694		$	-		$	(20,252	)	$	1,743,753		$	2,967		$	1,746,720
Net earnings		-		-		-			103,573			-			-			103,573			377			103,950			-		-		-			103,573			-			-			103,573			377			103,950
Other comprehensive income (loss)		-		-		-			-			-			(11,925	)		(11,925	)		-			(11,925	)		-		-		-			-			-			(11,925	)		(11,925	)		-			(11,925	)
Issuance of stock and related tax withholdings for vested restricted stock units (189,731 shares)		19		-		(2,142	)		-			-			-			(2,123	)		-			(2,123	)		19		-		(2,142	)		-			-			-			(2,123	)		-			(2,123	)
Dividends declared ($0.10 per share)		-		-		22			(14,491	)		-			-			(14,469	)		-			(14,469	)		-		-		22			(14,491	)		-			-			(14,469	)		-			(14,469	)
Stock compensation expense		-		-		3,842			-			-			-			3,842			-			3,842			-		-		3,842			-			-			-			3,842			-			3,842
Repurchase of common stock held in treasury (513,227 shares)		-		-		-			-			(9,873	)		-			(9,873	)		-			(9,873	)		-		-		-			-			(9,873	)		-			(9,873	)		-			(9,873	)
Balance at April 2, 2022	$	13,290		1,210		1,349,552			490,776			(9,873	)		(32,177	)		1,812,778			3,344			1,816,122		$	13,290	$	1,210	$	1,349,552		$	490,776		$	(9,873	)	$	(32,177	)	$	1,812,778		$	3,344		$	1,816,122
Net earnings		-		-		-			112,388			-			-			112,388			381			112,769			-		-		-			112,388			-			-			112,388			381			112,769
Other comprehensive income (loss)		-		-		-			-			-			(48,167	)		(48,167	)		-			(48,167	)		-		-		-			-			-			(48,167	)		(48,167	)		-			(48,167	)
Distributions to noncontrolling interests		-		-		-			-			-			-			-			(733	)		(733	)		-		-		-			-			-			-			-			(733	)		(733	)
Issuance of stock and related tax withholdings for vested restricted stock units (11,308 shares)		1		-		(1	)		-			-			-			-			-			-			1		-		(1	)		-			-			-			-			-			-
Dividends declared ($0.10 per share)		-		-		22			(14,361	)		-			-			(14,339	)		-			(14,339	)		-		-		22			(14,361	)		-			-			(14,339	)		-			(14,339	)
Stock compensation expense		-		-		1,047			-			-			-			1,047			-			1,047			-		-		1,047			-			-			-			1,047			-			1,047
Repurchase of common stock held in treasury (1,400,039 shares)		-		-		-			-			(26,288	)		-			(26,288	)		-			(26,288	)		-		-		-			-			(26,288	)		-			(26,288	)		-			(26,288	)
Balance at July 2, 2022	$	13,291		1,210		1,350,620			588,803			(36,161	)		(80,344	)		1,837,419			2,992			1,840,411		$	13,291	$	1,210	$	1,350,620		$	588,803		$	(36,161	)	$	(80,344	)	$	1,837,419		$	2,992		$	1,840,411

Balance at December 31, 2022																										$	13,291	$	1,210	$	1,352,321		$	773,228		$	(82,972	)	$	(10,827	)	$	2,046,251		$	3,899		$	2,050,150
Net earnings		-		-		-			140,061			-			-			140,061			502			140,563			-		-		-			111,781			-			-			111,781			408			112,189
Other comprehensive income (loss)		-		-		-			-			-			(48,749	)		(48,749	)		-			(48,749	)
Other comprehensive income																											-		-		-			-			-			19,859			19,859			-			19,859
Issuance of stock and related tax withholdings for vested restricted stock units (254,513 shares)																											25		-		(3,678	)		-			-			-			(3,653	)		-			(3,653	)
Dividends declared ($0.10 per share)																											-		-		14			(14,034	)		-			-			(14,020	)		-			(14,020	)
Stock compensation expense																											-		-		2,965			-			-			-			2,965			-			2,965
Repurchase of common stock held in treasury (916,221 shares)																											-		-		-			-			(20,173	)		-			(20,173	)		-			(20,173	)
Balance at April 1, 2023																										$	13,316	$	1,210	$	1,351,622		$	870,975		$	(103,145	)	$	9,032		$	2,143,010		$	4,307		$	2,147,317
Net earnings																											-		-		-			95,038			-			-			95,038			377			95,415
Other comprehensive income																											-		-		-			-			-			3,623			3,623			-			3,623
Distributions to noncontrolling interests		-		-		-			-			-			-			-			(8	)		(8	)		-		-		-			-			-			-			-			(867	)		(867	)
Dividends declared ($0.10 per share)		-		-		22			(14,276	)		-			-			(14,254	)		-			(14,254	)
Dividends declared ($0.10 per share)																											-		-		14			(13,951	)		-			-			(13,937	)		-			(13,937	)
Stock compensation expense		-		-		828			-			-			-			828			-			828			-		-		3,117			-			-			-			3,117			-			3,117
Repurchase of common stock held in treasury (978,338 shares)		-		-		-			-			(18,510	)		-			(18,510	)		-			(18,510	)
Balance at October 1, 2022	$	13,291		1,210		1,351,470			714,588			(54,671	)		(129,093	)		1,896,795			3,486			1,900,281
Repurchase of common stock held in treasury (847,202 shares)																											-		-		-			-			(20,226	)		-			(20,226	)		-			(20,226	)
Balance at July 1, 2023																										$	13,316	$	1,210	$	1,354,753		$	952,062		$	(123,371	)	$	12,655		$	2,210,625		$	3,817		$	2,214,442

See accompanying notes.

1211

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 2 -– Acquisition Activities

As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic components. These acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise. It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize.

~~Subsequent Event~~MaxPower Semiconductor, Inc.

On October 28, 2022, ~~2022, Vishay~~the Company acquired all of the outstanding equity interests of MaxPower Semiconductor, Inc. ("MaxPower"), a San Jose, California-based fabless power semiconductor provider dedicated to delivering innovative and cost-effective technologies that optimize power management solutions. ~~MaxPower's proprietary device structures~~The acquisition of MaxPower will enhance the Company's current and ~~process techniques provide leading edge silicon and~~future silicon carbide ("SiC") ~~MOSFET products. Its SiC product development targets automotive and industrial applications.~~offerings for fast-growing markets such as electric vehicles.

~~Vishay~~The Company paid cash of $50,000, net of cash acquired, at closing. Related to the transaction, Vishay may also be required to make certain contingent payments of up to $57,500, which would be payable upon the achievement of certain technology milestones, ~~and the occurrence~~upon favorable resolution of certain ~~non-operating events.~~technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate. The purchase price for U.S. GAAP purposes ~~will include~~includes the fair value, as of the acquisition date, of certain future contingent ~~payments. To~~payments to non-employee equity holders of MaxPower. The estimated fair value of this contingent consideration as of the ~~extent~~acquisition date was $6,851. The contingent ~~payments are deemed compensatory in nature, such payments will be recognized as expense in future periods, and will thus not be~~consideration liability is included in other accrued expenses and other liabilities in the ~~U.S. GAAP purchase price.~~accompanying balance sheet and is remeasured each reporting period, with changes reported as selling, general, and administrative expenses on the consolidated condensed statement of operations. See Note 13 for further discussion on the fair value measurement.

~~MaxPower will be incorporated into Vishay’s MOSFETs reportable segment,~~

Based on an estimate of their fair values, the Company allocated $18,600 of the purchase price to definite-lived intangible assets. After allocating the purchase price to the assets acquired and liabilities assumed based on a preliminary estimation of their fair values at the date of acquisition, the Company recorded goodwill of $36,885 related to this acquisition. The goodwill related to this acquisition ~~will be~~is included in the MOSFETs reporting unit for goodwill impairment testing. The purchase price allocation for this acquisition is considered preliminary as the Company is awaiting further information about the contingent payments. The estimated values of definite-lived intangible assets and goodwill have not changed as of July 1, 2023.

~~Note 3 – Impact~~The results and operations of ~~COVID-19 Pandemic~~
this acquisition have been included in the MOSFETs segment since October 28, 2022.

~~The Company's operations in~~ Centerline Technologies, LLC

On June 30, 2023, the ~~People's Republic of China, particularly in Shanghai, were impacted by COVID-19 government mandated shut-downs~~Company acquired substantially all of the assets of Centerline Technologies, LLC ("Centerline"), a Massachusetts-based, privately held manufacturer of ceramic components used in many custom parts manufactured by certain of Vishay's Resistors businesses, for $5,003. Based on an estimate of fair values, the Company allocated $1,500 of the purchase price to definite-lived intangible assets. After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $2,213 related to this acquisition. The acquired business will be vertically integrated into the Company's ~~facilities~~Resistors segment, and the goodwill related to this acquisition is included in the ~~second fiscal quarter of 2022. The Company incurred incremental costs separable from normal operations that are directly related to the shut-downs, primarily~~ ~~wages paid to manufacturing employees during the shut-downs, additional wages and hardship allowances~~Resistors reporting unit for ~~working during lockdown periods, and temporary housing for employees due to travel restrictions~~, which were partially offset by government subsidies. The net impact of the costs and subsidies are reported as cost of products sold ($6,661) and selling, general, and administrative expenses of ($546) based on employee function on the consolidated condensed statement of operations for the nine fiscal months ended October 1, 2022.

goodwill impairment testing.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 43 – 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:

	October 1, 2022		December 31, 2021		July 1, 2023		December 31, 2022
Right of use assets
Operating Leases
Buildings and improvements	$	114,620	$	112,951	$	126,458	$	126,933
Machinery and equipment		4,056		4,684		5,002		4,260
Total	$	118,676	$	117,635	$	131,460	$	131,193
Current lease liabilities
Operating Leases
Buildings and improvements	$	21,395	$	20,851	$	23,456	$	22,926
Machinery and equipment		2,255		2,541		2,661		2,393
Total	$	23,650	$	23,392	$	26,117	$	25,319
Long-term lease liabilities
Operating Leases
Buildings and improvements	$	94,023	$	97,890	$	104,893	$	106,693
Machinery and equipment		1,724		2,097		2,256		1,800
Total	$	95,747	$	99,987	$	107,149	$	108,493
Total lease liabilities	$	119,397	$	123,379	$	133,266	$	133,812

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				Fiscal quarters ended				Six fiscal months ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Lease expense
Operating lease expense	$	6,258	$	6,170	$	19,014	$	18,570	$	6,887	$	6,304	$	13,768	$	12,756
Short-term lease expense		212		691		752		1,444		252		236		508		540
Variable lease expense		119		97		219		290		159		-		311		100
Total lease expense	$	6,589	$	6,958	$	19,985	$	20,304	$	7,298	$	6,540	$	14,587	$	13,396

The Company paid ~~$18,062~~$13,966 and ~~$18,000~~$12,241 for its operating leases in the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, 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 ~~8.4~~9.6 years and the weighted-average discount rate is ~~5.4%~~6.2% as of ~~October~~July 1, ~~2022.~~2023.

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

	October 1, 2022		July 1, 2023
2022 (excluding the nine fiscal months ended October 1, 2022)	$	5,928
2023		23,302
2023 (excluding the six fiscal months ended July 1, 2023)			$	13,840
2024		21,174		25,985
2025		18,072		22,556
2026		16,004		18,778
2027				17,258
Thereafter		60,917		80,762

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.

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(dollars in thousands, except per share amounts)~~

Note 65 – Long-Term Debt

Long-term debt consists of the following:

	October 1, 2022			December 31, 2021			July 1, 2023			December 31, 2022

Credit facility	$	-		$	-		$	185,000		$	42,000
Convertible senior notes, due 2025		465,344			465,344			465,344			465,344
Deferred financing costs		(7,224	)		(9,678	)		(10,676	)		(6,407	)
		458,120			455,666			639,668			500,937
Less current portion		-			-			-			-
	$	458,120		$	455,666		$	639,668		$	500,937

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2025 as of ~~October~~July 1, ~~2022:~~2023:

	Convertible Senior Notes Due 2025			Convertible Senior Notes Due 2025
Issuance date	June 12, 2018			June 12, 2018
Maturity date	June 15, 2025			June 15, 2025
Principal amount as of October 1, 2022	$	465,344
Principal amount as of July 1, 2023				$	465,344
Cash coupon rate (per annum)		2.25	%		2.25	%
Nonconvertible debt borrowing rate at issuance (per annum)		5.50	%		5.50	%
Conversion rate effective September 8, 2022 (per $1 principal amount)		32.0259
Effective conversion price effective September 8, 2022 (per share)	$	31.22
Conversion rate effective June 15, 2023 (per $1 principal amount)					32.0879
Effective conversion price effective June 15, 2023 (per share)				$	31.16
130% of the current effective conversion price (per share)	$	40.59		$	40.51

Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances: (1) ~~during any fiscal quarter after the fiscal quarter ending September 29, 2018, if~~ the sale price of Vishay common stock reaches 130% of the conversion price for a specified period; (2) the trading price of the notes falls below 98% of the product of the sale price of Vishay's common stock and the conversion rate for a specified period; or (3) upon the occurrence of specified corporate transactions. The convertible senior notes due 2025 are not currently convertible.

Upon conversion of the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock.

The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible senior notes due 2025 effective as of the ex-dividend date of each cash dividend. The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly cash dividends to the extent such dividends exceed $0.085 per share of common stock.

15Credit Facility

The Company maintains a credit facility with a consortium of banks led by JPMorgan Chase Bank, N.A., as administrative agent, and the lenders, which was scheduled to mature on June 5, 2024 (the "Previous Credit Facility"). On May 8, 2023, the Company entered into an Amendment and Restatement Agreement, which provides an aggregate commitment of $750,000 of revolving loans available until May 8, 2028 (the “Amended and Restated Credit Facility”). The maturity date of the Amended and Restated Credit Facility will accelerate if within ninety-one days prior to the maturity of the Company’s convertible senior notes due 2025, the outstanding principal amount of such notes exceeds a defined liquidity measure as set forth in the Amended and Restated Credit Facility.

U.S. Dollar borrowings under the Amended and Restated Credit Facility bear interest at the Secured Overnight Financing Rate (“SOFR”) plus a credit spread and an interest margin. The Amended and Restated Credit Facility also allows for borrowings in euro, British sterling, and Japanese yen, subject to a $250,000 limit. Borrowings in foreign currency bear interest at a local reference rate plus an interest margin. The applicable interest margin is based on Vishay's total leverage ratio. Based on Vishay's current total leverage ratio, borrowings bear interest at SOFR plus 1.60%, including the applicable credit spread. Vishay also pays a commitment fee, also based on its total leverage ratio, on undrawn amounts. The undrawn commitment fee, based on Vishay's current total leverage ratio, is 0.25% per annum.

Similar to the Previous Credit Facility, the Amended and Restated Credit Facility requires the maintenance of financial covenant ratios. For compliance purposes, pursuant to the Amended and Restated Credit Facility, the leverage ratio is computed on a net basis, reducing the measure of outstanding debt by up to $250,000 of unrestricted cash. The Company must maintain a net leverage ratio of at least 3.25 to 1.00. Permitted investments and restricted payments are also subject to a pro forma net leverage ratio (2.75 to 1.00 and 2.50 to 1.00, respectively).

Other terms and conditions of the Amended and Restated Credit Facility are substantially similar to the Previous Credit Facility.

Note 109 – 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~~second fiscal quarters of ~~2022~~2023 and ~~2021~~2022 for the Company’s defined benefit pension plans:

	Fiscal quarter ended October 1, 2022					Fiscal quarter ended October 2, 2021					Fiscal quarter ended July 1, 2023						Fiscal quarter ended July 2, 2022
	U.S. Plans		Non-U.S. Plans			U.S. Plans		Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans		Non-U.S. Plans

Net service cost	$	-	$	1,010		$	-	$	1,167		$	-		$	723		$	-	$	1,068
Interest cost		280		768			254		738			500			1,711			281		813
Expected return on plan assets		-		(418	)		-		(414	)		-			(570	)		-		(440	)
Amortization of prior service cost		36		50			36		49			36			56			36		53
Amortization of losses		427		1,140			447		1,851
Amortization of losses (gains)												(30	)		87			426		1,205
Curtailment and settlement losses		-		257			-		203			-			106			-		265
Net periodic benefit cost	$	743	$	2,807		$	737	$	3,594		$	506		$	2,113		$	743	$	2,964

The following table shows the components of the net periodic pension cost for the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022 for the Company’s defined benefit pension plans:

	Nine fiscal months ended October 1, 2022					Nine fiscal months ended October 2, 2021					Six fiscal months ended July 1, 2023						Six fiscal months ended July 2, 2022
	U.S. Plans		Non-U.S. Plans			U.S. Plans		Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans		Non-U.S. Plans

Net service cost	$	-	$	3,195		$	-	$	3,548		$	-		$	1,447		$	-	$	2,185
Interest cost		841		2,433			762		2,246			999			3,406			561		1,665
Expected return on plan assets		-		(1,318	)		-		(1,250	)		-			(1,140	)		-		(900	)
Amortization of prior service cost		108		159			108		150			72			111			72		109
Amortization of losses		1,280		3,616			1,340		5,622
Amortization of losses (gains)												(60	)		173			853		2,476
Curtailment and settlement losses		-		801			-		604			-			213			-		544
Net periodic benefit cost	$	2,229	$	8,886		$	2,210	$	10,920		$	1,011		$	4,210		$	1,486	$	6,079

1716

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~~second fiscal quarters of ~~2022~~2023 and ~~2021~~2022 for the Company’s other postretirement benefit plans:

	Fiscal quarter ended October 1, 2022				Fiscal quarter ended October 2, 2021				Fiscal quarter ended July 1, 2023							Fiscal quarter ended July 2, 2022
	U.S. Plans		Non-U.S. Plans		U.S. Plans		Non-U.S. Plans		U.S. Plans				Non-U.S. Plans			U.S. Plans			Non-U.S. Plans

Service cost	$	10	$	57	$	25	$	70		$	6			$	34		$	9		$	60
Interest cost		45		13		41		10			56				31			44			14
Amortization of losses		86		20		13		29
Amortization of losses (gains)											(81	)			4			85			21
Net periodic benefit cost	$	141	$	90	$	79	$	109		$	(19	)		$	69		$	138		$	95

	Nine fiscal months ended October 1, 2022				Nine fiscal months ended October 2, 2021				Six fiscal months ended July 1, 2023							Six fiscal months ended July 2, 2022
	U.S. Plans		Non-U.S. Plans		U.S. Plans		Non-U.S. Plans		U.S. Plans				Non-U.S. Plans			U.S. Plans			Non-U.S. Plans

Service cost	$	29	$	180	$	76	$	211		$	11			$	68		$	19		$	123
Interest cost		134		42		123		32			112				62			89			29
Amortization of losses		257		64		39		88
Amortization of losses (gains)											(161	)			7			171			44
Net periodic benefit cost	$	420	$	286	$	238	$	331		$	(38	)		$	137		$	279		$	196

1817

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 1110 – Stock-Based Compensation

2023 Long-Term Incentive Plan

The Company implemented the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (the "2023 Plan") after receiving stockholder approval at its 2023 Annual Meeting of Stockholders on May 23, 2023. The 2023 Plan allows the Company to grant up to 6,000,000 shares (subject to certain adjustments described in the 2023 Plan) of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, phantom stock units, and other cash-based awards to employees, directors, consultants, and other service providers of the Company and its affiliates. Such instruments are available for grant until March 24, 2033. The Company granted approximately 733,000 time-vested restricted stock units to employees in the second fiscal quarter of 2023.

2007 Stock Incentive Program

Under the Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, certain executive officers and board members of the Company were granted restricted stock units. No further awards will be granted pursuant to the 2007 Program. Pursuant to the terms of the 2023 Plan, any shares of common stock that are subject to outstanding awards granted pursuant to the 2007 Program that subsequently cease to be subject to such awards as a result of the termination, expiration, cancellation, or forfeiture of such awards and any shares of common stock withheld in settlement of tax withholding obligations associated with outstanding awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan. A total of 1,294,546 shares of common stock were subject to awards granted pursuant to the 2007 Program as of May 23, 2023.

The following table summarizes stock-based compensation expense recognized:

	Fiscal quarters ended				Nine fiscal months ended				Fiscal quarters ended						Six fiscal months ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021		July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022

Restricted stock units	$	828	$	828	$	5,495		5,567		$	3,117		$	1,047		$	5,975		4,667
Phantom stock units		-		-		222		209			-			-			107		222
Total	$	828	$	828	$	5,717		5,776		$	3,117		$	1,047		$	6,082		4,889

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at ~~October~~July 1, ~~2022~~2023 (amortization periods in years):

	Unrecognized Compensation Cost		Weighted Average Remaining Amortization Periods		Unrecognized Compensation Cost			Weighted Average Remaining Amortization Periods

Restricted stock units	$	4,068		0.8		$	25,283		1.7
Phantom stock units		-		n/a			-		n/a
Total	$	4,068				$	25,283

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

1918

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Restricted Stock Units

RSU activity under the Company's ~~2007 Stock Incentive Program (the "2007 Program")~~stock incentive programs as of ~~October~~July 1, ~~2022~~2023 and changes during the ~~nine~~six 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, 2022 877 $ 20.08
Granted 336 19.13
Vested* (306 ) 20.04
Cancelled or forfeited (13 ) 20.50
Outstanding at October 1, 2022 894 $ 19.73

Expected to vest at October 1, 2022 894

	Number of RSUs			Weighted Average Grant-date Fair Value per Unit
Outstanding:
January 1, 2023		894		$	19.73
Granted*		1,152			24.32
Vested**		(328	)		18.76
Cancelled or forfeited		-			-
Outstanding at July 1, 2023		1,718		$	22.99

Expected to vest at July 1, 2023		1,838

* 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.

In addition to RSUs that vest based upon satisfaction of service or performance conditions, in 2023, the Company granted RSUs that vest based upon achievement of market conditions to certain executive officers. For RSUs with market conditions, the Company estimates the grant date fair value using a Monte Carlo valuation model and recognizes the expense for the awards over the period in which the condition is assessed regardless of whether the market condition is ultimately achieved. 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		Expected to Vest		Not Expected to Vest		Total
January 1, 2023		152		-		152
January 1, 2024		165		-		165		165		-		165
January 1, 2025		168		-		168		168		-		168
January 1, 2026								292		-		292

Phantom Stock Units

Phantom stock unit activity ~~under the 2007 Program~~ as of ~~October~~July 1, ~~2022~~2023 and changes during the ~~nine~~six 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, 2022 212
Granted 10 $ 22.20
Dividend equivalents issued 3
Outstanding at October 1, 2022 225

	Number of units			Grant-date Fair Value per Unit
Outstanding:
January 1, 2023		226
Granted		5			$	21.48
Dividend equivalents issued		1
Redeemed for common stock*		(94	)
Outstanding at July 1, 2023		138

*The number of phantom stock units redeemed for common stock includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.

2019

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 1211 – Segment Information

The following tables set forth business segment information:

	MOSFETs		Diodes		Optoelectronic Components		Resistors		Inductors		Capacitors		Corporate / Other*		Total			MOSFETs		Diodes		Optoelectronic Components		Resistors		Inductors		Capacitors		Corporate / Other*			Total
Fiscal quarter ended October 1, 2022:
Fiscal quarter ended July 1, 2023:																	Fiscal quarter ended July 1, 2023:
Net revenues	$	225,186	$	209,012	$	73,447	$	207,437	$	83,503	$	126,213	$	-	$	924,798		$	207,388	$	174,735	$	64,449	$	222,433	$	89,239	$	133,866	$	-		$	892,110

Segment Operating Income	$	71,867	$	51,368	$	22,021	$	61,621	$	22,585	$	25,310	$	-	$	254,772		$	56,772	$	35,110	$	10,749	$	57,363	$	27,585	$	28,177	$	-		$	215,756

Fiscal quarter ended October 2, 2021:
Fiscal quarter ended July 2, 2022:																	Fiscal quarter ended July 2, 2022:
Net revenues	$	175,499	$	185,306	$	70,750	$	181,189	$	84,816	$	116,103	$	-	$	813,663		$	158,395	$	192,083	$	77,936	$	213,176	$	89,608	$	132,314	$	-		$	863,512

Segment Operating Income	$	43,717	$	41,363	$	19,708	$	43,547	$	24,368	$	19,913	$	-	$	192,616		$	44,602	$	48,513	$	22,395	$	63,650	$	26,914	$	27,620	$	(6,661	)	$	227,033

Nine fiscal months ended October 1, 2022:
Six fiscal months ended July 1, 2023:																		Six fiscal months ended July 1, 2023:
Net revenues	$	556,255	$	583,429	$	232,399	$	627,645	$	255,888	$	386,487	$	-		$	2,642,103		$	405,569	$	350,428	$	124,852	$	445,573	$	169,577	$	267,157	$	-		$	1,763,156

Segment Operating Income	$	164,993	$	140,307	$	72,575	$	183,414	$	71,698	$	80,330	$	(6,661	)	$	706,656		$	114,789	$	77,796	$	28,049	$	124,062	$	48,564	$	61,173	$	-		$	454,433

Nine fiscal months ended October 2, 2021:
Six fiscal months ended July 2, 2022:																		Six fiscal months ended July 2, 2022:
Net revenues	$	496,659	$	517,299	$	224,316	$	562,513	$	253,813	$	342,815	$	-		$	2,397,415		$	331,069	$	374,417	$	158,952	$	420,208	$	172,385	$	260,274	$	-		$	1,717,305

Segment Operating Income	$	108,434	$	106,304	$	61,070	$	142,288	$	75,902	$	62,462	$	-		$	556,460		$	93,126	$	88,939	$	50,554	$	121,793	$	49,113	$	55,020	$	(6,661	)	$	451,884

*Amounts reported in Corporate/Other above represent unallocated costs directly related to the COVID-19 pandemic, which are reported as costs of products sold on the consolidated condensed statement of operations.

	Fiscal quarters ended						Nine fiscal months ended						Fiscal quarters ended						Six fiscal months ended
	October 1, 2022			October 2, 2021			October 1, 2022			October 2, 2021			July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Reconciliation:
Segment Operating Income	$	254,772		$	192,616		$	706,656		$	556,460		$	215,756		$	227,033		$	454,433		$	451,884
Impact of the COVID-19 Pandemic on Selling, General, and Administrative Expenses		-			-			(546	)		-			-			(546	)		-			(546	)
Unallocated Selling, General, and Administrative Expenses		(71,670	)		(69,095	)		(225,932	)		(210,303	)		(81,140	)		(75,664	)		(161,249	)		(154,262	)
Consolidated Operating Income	$	183,102		$	123,521		$	480,178		$	346,157		$	134,616		$	150,823		$	293,184		$	297,076
Unallocated Other Income (Expense)		(1,973	)		(7,106	)		(14,873	)		(25,405	)		(1,147	)		(2,927	)		(2,938	)		(12,900	)
Consolidated Income Before Taxes	$	181,129		$	116,415		$	465,305		$	320,752		$	133,469		$	147,896		$	290,246		$	284,176

2120

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 OEMs, EMS companies, and independent distributors. The distribution of sales by customer type is shown below:

	Fiscal quarters ended				Nine fiscal months ended				Fiscal quarters ended				Six fiscal months ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Distributors	$	536,289	$	483,766	$	1,549,872	$	1,400,700	$	487,107	$	515,714	$	957,895	$	1,013,583
OEMs		322,260		278,358		908,384		850,413		344,820		288,695		685,248		586,124
EMS companies		66,249		51,539		183,847		146,302		60,183		59,103		120,013		117,598
Total Revenue	$	924,798	$	813,663	$	2,642,103	$	2,397,415	$	892,110	$	863,512	$	1,763,156	$	1,717,305

Net revenues were attributable to customers in the following regions:

	Fiscal quarters ended				Nine fiscal months ended				Fiscal quarters ended				Six fiscal months ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Asia	$	352,160	$	365,133	$	1,040,942	$	1,034,936	$	323,527	$	344,770	$	633,956	$	688,782
Europe		296,779		263,650		862,728		800,801		326,461		275,965		653,022		565,949
Americas		275,859		184,880		738,433		561,678		242,122		242,777		476,178		462,574
Total Revenue	$	924,798	$	813,663	$	2,642,103	$	2,397,415	$	892,110	$	863,512	$	1,763,156	$	1,717,305

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				Fiscal quarters ended				Six fiscal months ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Industrial	$	362,380	$	335,047	$	1,050,704	$	927,981	$	327,956	$	350,955	$	653,916	$	688,324
Automotive		286,331		240,764		799,504		743,766		310,233		253,672		594,732		513,173
Telecommunications		32,288		24,580		92,184		72,438
Computing		52,206		58,703		177,172		183,234		41,083		57,035		84,252		124,966
Military and Aerospace										68,741		55,703		130,866		102,201
Consumer Products		50,235		43,839		132,090		128,243		41,616		43,147		88,150		81,855
Power Supplies		50,822		42,082		132,248		119,373		44,631		41,144		88,787		81,426
Military and Aerospace		56,861		40,198		159,062		124,909
Medical		33,675		28,450		99,139		97,471		40,138		32,973		82,241		65,464
Total revenue	$	924,798	$	813,663	$	2,642,103	$	2,397,415
Telecommunications										17,712		28,883		40,212		59,896
Total Revenue									$	892,110	$	863,512	$	1,763,156	$	1,717,305

2221

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 1413 – 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		Total Fair Value		Level 1		Level 2		Level 3
October 1, 2022
July 1, 2023
Assets:
Assets held in rabbi trusts									$	50,856	$	26,049	$	24,807	$	-
Available for sale securities									$	3,838		3,838		-		-
									$	54,694	$	29,887	$	24,807	$	-

Liability:
MaxPower acquisition contingent consideration									$	6,926	$	-	$	-	$	6,926

December 31, 2022
Assets:
Assets held in rabbi trusts	$	46,802	$	25,050	$	21,752	$	-	$	50,173	$	27,168	$	23,005	$	-
Available for sale securities	$	3,317		3,317		-		-	$	3,677		3,677		-		-
Precious metals	$	3,077		3,077		-		-	$	1,252		1,252		-		-
	$	53,196	$	31,444	$	21,752	$	-	$	55,102	$	32,097	$	23,005	$	-
December 31, 2021
Assets:
Assets held in rabbi trusts	$	59,687	$	32,713		26,974	$	-
Available for sale securities	$	4,455		4,455		-		-
	$	64,142	$	37,168	$	26,974	$	-
Liability:
MaxPower acquisition contingent consideration									$	6,870	$	-	$	-	$	6,870

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.

From time to time, the Company purchases precious metals bullion in excess of its immediate manufacturing needs to mitigate the risk of supply shortages or volatile price fluctuations. The metals are valued based on quoted market prices on the last business day of the period. The fair value measurement of the metals ~~are~~is considered a Level 1 measurement within the fair value hierarchy. The inventory of precious metals bullion in excess of its immediate manufacturing needs was not material at July 1, 2023.

The Company ~~has entered into forward contracts~~may be required to make certain contingent payments to non-employee equity holders of MaxPower pursuant to the acquisition agreement, which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with ~~highly-rated financial institutions to mitigate~~a third party, and upon the ~~foreign currency risk associated with intercompany loans denominated~~disposition of MaxPower's investment in ~~a currency other than the legal entity's functional currency.~~an equity affiliate. The Company had no outstanding forward contracts as of October 1, 2022. The notional amount of the forward contracts was $100,000 as of December 31, 2021. The forward contracts were short-term in nature and were renewed at the Company's discretion until the intercompany loans were repaid. We did not designate the forward contracts as hedges for accounting purposes, and as such the change in the fair value of these contingent consideration payments is determined by estimating the ~~contracts would be recognized in the consolidated condensed statements of operations as a component of other income (expense). The Company estimates the fair~~net present value of the ~~forward contracts~~expected cash flows based on ~~applicable and commonly used pricing models using current market information and was~~the probability of expected payments. The fair value measurement of the contingent consideration is considered a Level 23 measurement within the fair value hierarchy. ~~The value of the forward contracts was immaterial as of December 31, 2021. The Company does not utilize derivatives or other financial instruments for trading or other speculative purposes.~~

The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at ~~October~~July 1, ~~2022~~2023 and December 31, ~~2021~~2022 is approximately ~~$435,400~~$693,400 and ~~$485,500,~~$491,100, respectively, compared to its carrying value, excluding the deferred financing costs, of ~~$465,344~~$650,344 and ~~$465,344,~~$507,344, respectively. The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

At ~~October~~July 1, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition; 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 ~~October~~July 1, ~~2022~~2023 and December 31, ~~2021,~~2022, 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~~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’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.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis ("MD&A") is intended to provide an understanding of Vishay's financial condition, results of operations and cash flows by focusing on changes in certain key measures from period to period. The MD&A should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes included in Item 1. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in our Annual Report on Form 10-K, particularly in Item 1A. "Risk Factors," filed with the Securities and Exchange Commission on February ~~23, 2022.~~22, 2023.

Overview

Vishay Intertechnology, Inc. ("Vishay," "we," "us," or "our") manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets.

We operate in six segments based on product functionality: MOSFETs, Diodes, Optoelectronic Components, Resistors, Inductors, and Capacitors.

We are focused on enhancing stockholder value by growing our business and improving earnings per share. Since 1985, we have pursued a business strategy of growth through focused research and development and acquisitions. We plan to continue to grow our business through intensified internal growth supplemented by opportunistic acquisitions, while ~~at the same time~~ maintaining a prudent capital structure. To ~~foster intensified internal~~drive growth and optimize stockholder value, we have increased our worldwide R&D and engineering technical staff; we are increasing our technical field sales force in Asia to increase our market access to the industrial segment and increase the design-in of our products in local markets; and we are directing increased funding and focus on developing productsplan to capitalize on the ~~connectivity, mobility,~~mega trends of electrification, data storage, and ~~sustainability~~wireless communications by developing go-to-market strategies and investing in and expanding the thirty key product lines for growth ~~drivers~~that we have identified, increasing our capacity internally by investing approximately $385 million in 2023 and approximately $1.2 billion over the next three years primarily for capital expansion projects outside of China and externally by outsourcing production of commodity products to subcontractors, enhancing channel management, investing in internal resources by adding customer-facing engineers and filling gaps in technology and market coverage, promoting the full breadth of our business. We are also investing in additional capital expenditures to expand key product lines. Over the next few years, we expect to experience higher growth rates than over the last decade. This expectation is based upon accelerated electrification, such as factory automation, electrical vehicles,portfolio through solution selling, and ~~5G infrastructure.~~instituting a Think Customer First organizational culture.

In addition to enhancing stockholder value through growing our business, ~~on February 7,~~in 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. See further discussion in “Stockholder ~~Return Policy”~~Value” below.

On May 8, 2023, we amended and restated our $750 million revolving credit agreement, which replaced our credit agreement that was scheduled to mature in June 2024. The amendment and restatement extended the maturity date of the revolving credit agreement until May 8, 2028, replaced the previous total leverage ratio used for financial covenant compliance measurement with a net leverage ratio, and replaced the LIBOR-based interest rate and related LIBOR-based mechanics applicable to U.S. dollar borrowings under the revolving credit agreement with an interest rate based on the Secured Overnight Financing Rate ("SOFR") (including a customary spread adjustment) and related SOFR-based mechanics. The maturity date of the amended and restated facility will accelerate if within ninety-one days prior to the maturity of our convertible senior notes due 2025, the outstanding principal amount of such notes exceeds a defined liquidity measure as set forth in the Amended and Restated Credit Facility. Other terms and conditions are substantially unchanged.

Our business and operating results have been and will continue to be impacted by worldwide economic conditions. Our revenues are dependent on end markets that are impacted by consumer and industrial demand, and our operating results can be adversely affected by reduced demand in those global markets. ~~The worldwide economy and, specifically, our business were and continue to be impacted by the COVID-19 pandemic~~. While the wide-spread economic impact of the COVID-19 pandemic on Vishay was temporary as evidenced by our revenues since the beginning of 2021, similar disruptions have continued to occur on a more limited scale.

~~Our~~ ~~operations in the~~ ~~People's Republic of China,~~ particularly in Shanghai, were impacted by COVID-19 government mandated shut-downs in the second fiscal quarter of 2022. These manufacturing facilities were temporarily closed and some were operating at levels less than full capacity. We incurred incremental costs separable from normal operations that are directly related to the government mandated shut-downs, primarily wages paid to manufacturing employees during the shut-downs, additional wages and hardship allowances for working during lockdown periods, and temporary housing for employees due to travel restrictions~~, which were partially offset by government subsidies. The net impact of the costs and subsidies are reported as cost of products sold ($6.7~~ ~~million) and selling, general, and administrative expenses ($0.5 million) based on employee function on the consolidated condensed statement of operations for the nine fiscal months ended October 1, 2022.We exclude from the amounts reported above any expenses incurred outside of the~~ ~~People's Republic of China and all~~ ~~indirect financial changes from the COVID-19 pandemic such as general macroeconomic effects and higher shipping costs due to reduced shipping capacity.~~ In this volatile economic environment, we continue to closely monitor our fixed costs, capital expenditure plans, inventory, and capital resources to respond to changing conditions and to ensure we have the management, business processes, and resources to meet our future needs. We will react quickly and professionally to changes in demand to minimize manufacturing inefficiencies and excess inventory build in periods of decline and maximize opportunities in periods of growth. We have significant liquidity to withstand temporary disruptions in the economic environment.

We utilize several financial metrics, including net revenues, gross profit margin, operating margin, segment operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, change in average selling prices, net cash and short-term investments (debt), and free cash generation to evaluate the performance and assess the future direction of our business. See further discussion in “Financial Metrics” and “Financial Condition, Liquidity, and Capital Resources” below. ~~Despite ongoing global challenges and further accelerating inflation, net revenues and margins have increased versus~~The key financial metrics remained strong in the ~~prior~~second fiscal quarter ~~and~~of 2023, but were negatively impacted by a distributor inventory correction that resulted in lower orders. Gross profit was negatively impacted by the ~~prior year quarter. We continue to maximize manufacturing output at all facilities and increase critical manufacturing capacities. Partially due to the resumption~~recognition of ~~sales~~higher input costs that were previously absorbed in ~~the third fiscal quarter following government mandated shut-downs, the book-to-bill ratios and backlogs have decreased. Average selling prices remain stable after broad increases in prior periods.~~inventory.

Net revenues for the fiscal quarter ended ~~October~~July 1, ~~2022~~2023 were ~~$924.8~~$892.1 million, compared to ~~$863.5~~$871.0 million and ~~$813.7~~$863.5 million for the fiscal quarters ended April 1, 2023 and July 2, 2022, ~~and October 2, 2021,~~ respectively. The net earnings attributable to Vishay stockholders for the fiscal quarter ended ~~October~~July 1, ~~2022~~2023 were ~~$140.1~~$95.0 million, or ~~$0.98~~$0.68 per diluted share, compared to $111.8 million, or $0.79 per diluted share for the fiscal quarter ended April 1, 2023, and $112.4 million, or $0.78 per diluted share for the fiscal quarter ended July 2, ~~2022, and $96.8 million, or $0.67 per diluted share for the fiscal quarter ended October 2, 2021.~~2022.

Net revenues for the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022~~2023 were ~~$2,642.1~~$1,763.2 million, compared to ~~$2,397.4~~$1,717.3 million for the ~~nine~~six fiscal months ended ~~October~~July 2, ~~2021.~~2022. The net earnings attributable to Vishay stockholders for the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022~~2023 were ~~$356.0~~$206.8 million, or ~~$2.46~~$1.47 per diluted share, compared to ~~$261.4~~$216.0 million, or ~~$1.80~~$1.49 per diluted share for the ~~nine~~six fiscal months ended ~~October~~July 2, ~~2021.~~2022.

We define adjusted net earnings as net earnings determined in accordance with GAAP adjusted for various items that management believes are not indicative of the intrinsic operating performance of our business. We define free cash as the cash flows generated from continuing operations less capital expenditures plus net proceeds from the sale of property and equipment. The reconciliations below include certain financial measures which are not recognized in accordance with GAAP, including adjusted net earnings, adjusted earnings per share, and free cash. These non-GAAP measures should not be viewed as alternatives to GAAP measures of performance or liquidity. Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, and free cash do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that adjusted net earnings and adjusted earnings per share are meaningful because they provide insight with respect to our intrinsic operating results. Management believes that free cash is a meaningful measure of our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends. We utilize the free cash metric in defining our Stockholder Return Policy.

The items affecting comparability are (in thousands, except per share amounts):

	Fiscal quarters ended							Nine fiscal months ended						Fiscal quarters ended							Six fiscal months ended
	October 1, 2022		July 2, 2022			October 2, 2021		October 1, 2022			October 2, 2021			July 1, 2023		April 1, 2023		July 2, 2022			July 1, 2023		July 2, 2022

GAAP net earnings attributable to Vishay stockholders	$	140,061	$	112,388		$	96,820	$	356,022		$	261,447		$	95,038	$	111,781	$	112,388		$	206,819	$	215,961

Reconciling items affecting gross income:
Impact of COVID-19 pandemic	$	-	$	6,661		$	-	$	6,661		$	-		$	-	$	-	$	6,661		$	-	$	6,661

Other reconciling items affecting operating income:
Impact of COVID-19 pandemic	$	-	$	546		$	-	$	546		$	-		$	-	$	-	$	546		$	-	$	546

Reconciling items affecting tax expense:
Effects of changes in uncertain tax positions	$	(5,941)	$	-		$	-	$	(5,941)		$	-
Effects of changes in valuation allowances		-		-			(5,714)		-			(5,714)
Changes in tax laws and regulations		-		-			-		-			(8,276	)
Tax effects of pre-tax items above		-		(1,802	)		-		(1,802	)		-		$	-	$	-	$	(1,802	)	$	-	$	(1,802	)

Adjusted net earnings	$	134,120	$	117,793		$	91,106	$	355,486		$	247,457		$	95,038	$	111,781	$	117,793		$	206,819	$	221,366

Adjusted weighted average diluted shares outstanding		143,447		144,397			145,458		144,470			145,455			140,478		141,251		144,397			140,865		144,978

Adjusted earnings per diluted share	$	0.93	$	0.82		$	0.63	$	2.46		$	1.70		$	0.68	$	0.79	$	0.82		$	1.47	$	1.53

The following table reconciles gross profit by segment to consolidated gross ~~profit.~~profit (in thousands). Direct costs of the COVID-19 pandemic are not allocated to the segments as the chief operating decision maker's evaluation of segment performance does not include these costs.

	Fiscal quarters ended							Nine fiscal months ended					Fiscal quarters ended							Six fiscal months ended
	October 1, 2022		July 2, 2022			October 2, 2021		October 1, 2022			October 2, 2021		July 1, 2023		April 1, 2023		July 2, 2022			July 1, 2023		July 2, 2022

MOSFETs	$	83,121	$	55,438		$	53,868	$	197,305		$	138,410	$	71,954	$	72,858	$	55,438		$	144,812	$	114,184
Diodes		56,339		53,369			46,756		155,495			122,929		40,877		48,129		53,369			89,006		99,156
Optoelectronic Components		25,959		26,430			23,810		84,820			73,958		15,609		21,940		26,430			37,549		58,861
Resistors		68,461		70,532			49,729		204,015			161,631		64,634		74,036		70,532			138,670		135,554
Inductors		25,692		29,690			26,857		80,231			83,288		30,808		23,723		29,690			54,531		54,539
Capacitors		29,966		32,425			24,716		94,664			77,741		33,591		38,027		32,425			71,618		64,698
Unallocated gross profit (loss)		-		(6,661	)		-		(6,661	)		-		-		-		(6,661	)		-		(6,661	)
Gross profit	$	289,538	$	261,223		$	225,736	$	809,869		$	657,957	$	257,473	$	278,713	$	261,223		$	536,186	$	520,331

Stockholder ~~Return Policy~~Value

~~On February 7,~~

We are focused on enhancing stockholder value by growing our business and improving earnings per share. Over the next few years, we expect to experience higher internal growth rates than over the last decade. This expectation is based upon accelerated electrification, such as factory automation, electrical vehicles, and 5G infrastructures. To meet this expected increase in demand and to fully participate in growing markets, we intend to increase our capital expenditures for expansion outside of China in the mid-term. The increased capital expenditures will be primarily used to increase manufacturing capacity for the thirty key product lines for growth that we identified. The most significant expansion projects include building a 12-inch wafer fab in Itzehoe, Germany adjacent to our existing 8-inch fab, expanding our Inductors manufacturing, and expanding our GaAs fab in Heilbronn, Germany.

The following table summarizes activity pursuant to this policy (in thousands):

	Fiscal quarter ended			Nine fiscal months ended			Fiscal quarters ended						Six fiscal months ended
	October 1, 2022			October 1, 2022			July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Dividends paid to stockholders		$	14,254		$	43,062		$	13,937		$	14,339		$	27,957		$	28,808
Stock repurchases			18,510			54,671			20,226			26,288			40,399			36,161
Total		$	32,764		$	97,733		$	34,163		$	40,627		$	68,356		$	64,969

~~As a direct result of a change in tax law in Israel, we made the determination during~~During the fourth ~~quarter~~quarters of 2022 and 2021, we determined that substantially all unremitted foreign earnings in Israel and Germany, respectively, are no longer ~~permanently~~indefinitely reinvested. ~~We intend~~The changes in these indefinite reinvestment assertions will provide greater access to ~~primarily utilize these earnings, distributed from Israel~~our worldwide cash balances to ~~the United States, to initially~~ fund our growth plan and our Stockholder Return ~~Program. We repatriated net $81.2 million to the United States from Israel during the second fiscal quarter of 2022. The repatriated cash is being used to fund~~Policy, but also increased our ~~Stockholder Return Policy.~~

Over the long-term, we expect to fund the Stockholder Return Policy from our historically strong cash flows from operations. However, because most of our operating cash flow is typically generated by our non-U.S. subsidiaries, we may in the future need to change our permanent reinvestment assertion on current earnings of certain subsidiaries, which would have the effect of increasing the effective tax rate. ~~Substantially all of these additional taxes would be withholding and foreign taxes on cash remitted to the U.S., as such dividends are generally not subject to U.S. federal income tax.~~

The structure of our ~~newly adopted~~ Stockholder Return Policy enables us to allocate capital responsibly among our business, our lenders, and our stockholders. We will continue to invest in growth initiatives including key product line expansions, targeted R&D, and synergistic acquisitions.

We have paid dividends each quarter since the first quarter of 2014, and the Stockholder Return Policy will remain in effect until such time as the Board votes to amend or rescind the policy. Implementation of the Stockholder Return Policy is subject to future declarations of dividends by the Board of Directors, market and business conditions, legal requirements, and other factors. The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations.

Financial Metrics

We utilize several financial metrics to evaluate the performance and assess the future direction of our business. These key financial measures and metrics include net revenues, gross profit margin, operating margin, segment operating income, segment operating margin, end-of-period backlog, and the book-to-bill ratio. We also monitor changes in inventory turnover and our or publicly available average selling prices (“ASP”).

Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but also deducts certain other period costs, particularly losses on purchase commitments and inventory write-downs. Losses on purchase commitments and inventory write-downs have the impact of reducing gross profit margin in the period of the charge, but result in improved gross profit margins in subsequent periods by reducing costs of products sold as inventory is used. We also regularly evaluate gross profit by segment to assist in the analysis of consolidated gross profit. Gross profit margin and gross profit margin by segment are clearly a function of net revenues, but also reflect our cost management programs and our ability to contain fixed costs.

Operating margin is computed as gross profit less operating expenses, expressed as a percentage of net revenues. Operating margin is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs.

Our chief operating decision maker makes decisions, allocates resources, and evaluates business segment performance based on segment operating income. Only dedicated, direct selling, general, and administrative ("SG&A") expenses of the segments are included in the calculation of segment operating income. We do not allocate certain SG&A expenses that are managed at the regional or corporate global level to our segments. Accordingly, segment operating income excludes these SG&A expenses that are not directly traceable to the segments. Segment operating income would also exclude costs not routinely used in the management of the segments in periods when those items are present, such as restructuring and severance costs, the direct impact of the COVID-19 pandemic, and other items affecting comparability. Segment operating income is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs. Segment operating margin is segment operating income expressed as a percentage of net revenues.

End-of-period backlog is one indicator of future revenues. We include in our backlog only open orders that we expect to ship in the next twelve months. If demand falls below customers’ forecasts, or if customers do not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty. Therefore, the backlog is not necessarily indicative of the results to be expected for future periods.

An important indicator of demand in our industry is the book-to-bill ratio, which is the ratio of the amount of product ordered during a period as compared with the product that we ship during that period. A book-to-bill ratio that is greater than one indicates that our backlog is building and that we are likely to see increasing revenues in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of declining demand and may foretell declining revenues.

We focus on our inventory turnover as a measure of how well we are managing our inventory. We define inventory turnover for a financial reporting period as our costs of products sold for the four fiscal quarters ending on the last day of the reporting period divided by our average inventory (computed using each fiscal quarter-end balance) for this same period. A higher level of inventory turnover reflects more efficient use of our capital.

Pricing in our industry can be volatile. Using our and publicly available data, we analyze trends and changes in average selling prices to evaluate likely future pricing. The erosion of average selling prices of established products is typical for semiconductor products. We attempt to offset this deterioration with ongoing cost reduction activities and new product introductions. Our specialty passive components are more resistant to average selling price erosion. All pricing is subject to governing market conditions and is independently set by us.

The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following table shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the ~~third~~second fiscal quarter of ~~2021~~2022 through the ~~third~~second fiscal quarter of ~~2022~~2023 (dollars in thousands):

	3rd Quarter 2021			4th Quarter 2021			1st Quarter 2022			2nd Quarter 2022			3rd Quarter 2022			2nd Quarter 2022			3rd Quarter 2022			4th Quarter 2022			1st Quarter 2023				2nd Quarter 2023

Net revenues	$	813,663		$	843,072		$	853,793		$	863,512		$	924,798		$	863,512		$	924,798		$	855,298		$	871,046			$	892,110

Gross profit margin⁽¹⁾		27.7	%		27.3	%		30.3	%		30.3	%		31.3	%		30.3	%		31.3	%		29.1	%		32.0	%			28.9	%

Operating margin⁽²⁾		15.2	%		14.4	%		17.1	%		17.5	%		19.8	%		17.5	%		19.8	%		15.8	%		18.2	%			15.1	%

End-of-period backlog	$	2,243,900		$	2,306,500		$	2,416,700		$	2,425,200		$	2,261,400		$	2,425,200		$	2,261,400		$	2,292,700		$	2,169,400			$	1,895,100

Book-to-bill ratio		1.26			1.09			1.14			1.07			0.88			1.07			0.88			0.94			0.84				0.69
																												��
Inventory turnover		4.5			4.5			4.2			3.8			4.1			3.8			4.1			3.9			3.7				3.9

Change in ASP vs. prior quarter		1.3	%		1.3	%		2.4	%		2.9	%		0.0	%		2.9	%		0.0	%		0.6	%		1.2	%			(0.7	)%

(1) Gross margin for the second fiscal quarter of 2022 includes $6.7 million of expenses directly related to the COVID-19 ~~pandemic (see Note 3 to our consolidated condensed financial statements).~~pandemic.

(2) Operating margin for the second fiscal quarter of 2022 includes $7.2 million of expenses directly related to the COVID-19 ~~pandemic (see Note 3 to our consolidated condensed financial statements).~~pandemic.

See “Financial Metrics by Segment” below for net revenues, book-to-bill ratio, and gross profit margin broken out by segment.

~~Revenues increased significantly versus the third fiscal quarter of 2021 primarily due to higher volume and higher average selling prices.~~

Revenues increased slightly versus the prior fiscal quarter and the second fiscal quarter of 2023 primarily due to ~~higher volume. The~~ increased volume ~~is partially due~~and positive foreign currency impacts. Higher average selling prices also contributed to ~~operations and sales resuming following~~ the ~~two-month government mandated COVID-19 shut-down of our manufacturing facilities in Shanghai, People's Republic of China that significantly impacted our semiconductor segments in~~increase versus the second fiscal quarter of 2022. The book-to-bill ratio and backlog were negatively impacted by a distributor inventory correction that continued in the ~~catch-up in sales during the third~~second fiscal ~~quarter.~~quarter of 2023. We continue to increase manufacturing capacity for critical product lines. Average selling prices ~~were stable in~~decreased versus the ~~third~~prior fiscal ~~quarter following broad price increases that we implemented in prior periods across the product portfolio to offset increased materials and transportation costs and accelerating general inflation.~~quarter.

Gross profit margin ~~increased~~decreased versus the prior fiscal quarter and the second fiscal quarter of ~~2021.~~2022. The ~~increase~~decrease versus the prior fiscal quarter is primarily due to ~~higher volume.~~lower average selling prices, manufacturing inefficiencies, and the recognition upon sale of increased costs previously absorbed in inventory. The ~~increase~~decrease versus the ~~third~~first fiscal quarter of ~~2021~~2022 is primarily due to cost inflation, manufacturing inefficiencies, and the recognition upon sale of increased costs previously absorbed in inventory, partially offset by higher average selling ~~prices and higher volume.~~prices.

The book-to-bill ratio in the ~~third fiscal quarter of 2022 decreased to 0.88 versus 1.07 in the~~ second fiscal quarter of ~~2022.~~2023 decreased to 0.69 versus 0.84 in the first fiscal quarter of 2023. The book-to-bill ratio was negatively impacted by ~~the catch-up~~a distributor inventory correction that continued in semiconductor sales during the third fiscal quarter. The book-to-bill ratios in the third fiscal quarter of 2022 for distributors and original equipment manufacturers ("OEM") were 0.77 and 1.03, respectively, versus ratios of 1.05 and 1.11, respectively, during the second fiscal quarter of ~~2022.~~

2023.

~~For the fourth fiscal quarter of 2022, we anticipate revenues between $860 million and $900 million at a gross margin of 30.0% plus/minus 50 basis points.~~

Results of Operations

Statements of operations’ captions as a percentage of net revenues and the effective tax rates were as follows:

	Fiscal quarters ended									Nine fiscal months ended						Fiscal quarters ended									Six fiscal months ended
	October 1, 2022			July 2, 2022			October 2, 2021			October 1, 2022			October 2, 2021			July 1, 2023			April 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Cost of products sold		68.7	%		69.7	%		72.3	%		69.3	%		72.6	%		71.1	%		68.0	%		69.7	%		69.6	%		69.7	%
Gross profit		31.3	%		30.3	%		27.7	%		30.7	%		27.4	%		28.9	%		32.0	%		30.3	%		30.4	%		30.3	%
Selling, general & administrative expenses		11.5	%		12.8	%		12.6	%		12.5	%		13.0	%		13.8	%		13.8	%		12.8	%		13.8	%		13.0	%
Operating income		19.8	%		17.5	%		15.2	%		18.2	%		14.4	%		15.1	%		18.2	%		17.5	%		16.6	%		17.3	%
Income before taxes and noncontrolling interest		19.6	%		17.1	%		14.3	%		17.6	%		13.4	%		15.0	%		18.0	%		17.1	%		16.5	%		16.5	%
Net earnings attributable to Vishay stockholders		15.1	%		13.0	%		11.9	%		13.5	%		10.9	%		10.7	%		12.8	%		13.0	%		11.7	%		12.6	%
________
Effective tax rate		22.4	%		23.8	%		16.6	%		23.2	%		18.3	%		28.5	%		28.4	%		23.8	%		28.5	%		23.7	%

Net Revenues

Net revenues were as follows (dollars in thousands):

Fiscal quarters ended Nine fiscal months ended
October 1, 2022 July 2, 2022 October 2, 2021 October 1, 2022 October 2, 2021
Net revenues $ 924,798 $ 863,512 $ 813,663 $ 2,642,103 $ 2,397,415

	Fiscal quarters ended									Six fiscal months ended
	July 1, 2023			April 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Net revenues		$	892,110		$	871,046		$	863,512		$	1,763,156		$	1,717,305

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

	Fiscal quarter ended October 1, 2022						Nine fiscal months ended October 1, 2022						Fiscal quarter ended July 1, 2023						Six fiscal months ended July 1, 2023
	Change in net revenues			% change			Change in net revenues			% change			Change in net revenues			% change			Change in net revenues			% change
April 1, 2023														$	21,064		2.4	%		n/a		n/a
July 2, 2022		$	61,286		7.1	%		n/a		n/a				$	28,598		3.3	%		$	45,851		2.7	%
October 2, 2021		$	111,135		13.7	%		$	244,688		10.2	%

Changes in net revenues were attributable to the following:

	vs. Prior Quarter			vs. Prior Year Quarter			vs. Prior Year-to-Date			vs. Prior Quarter			vs. Prior Year Quarter			vs. Prior Year-to-Date
Change attributable to:
Increase in volume		9.1	%		10.1	%		6.1	%
Change in volume											2.6	%		1.4	%		(0.1	)%
Change in average selling prices		0.0	%		8.0	%		7.4	%		(0.7	)%		1.1	%		3.0	%
Foreign currency effects		-1.7	%		-5.4	%		-4.1	%		0.5	%		0.6	%		(0.5	)%
Acquisition		0.0	%		0.3	%		0.4	%		0.0	%		0.1	%		0.2	%
Other		-0.3	%		0.7	%		0.4	%		0.0	%		0.1	%		0.1	%
Net change		7.1	%		13.7	%		10.2	%		2.4	%		3.3	%		2.7	%

~~We continue to experience~~Despite the distributor inventory correction that we are experiencing, the economic environment remains good ~~economic conditions while~~and we continue to increase ~~critical~~ manufacturing capacities. ~~Average~~Increased average selling prices ~~were stable~~contributed to the increase in net revenues versus the ~~third~~second fiscal quarter ~~following broad price increases implemented across~~of 2022. Positive foreign currency impacts also contributed to the ~~product portfolio in prior periods. Net revenues increased significantly~~increase versus the prior fiscal quarter and the ~~prior year periods primarily due to increases in volume and increases in average selling prices versus the prior year periods.~~ ~~Volume in the third~~second fiscal quarter of 2022 was positively impacted by the resumption of operations and sales following a two-month government mandated shut-down of two facilities in Shanghai, People's Republic of China, in response to the COVID-19 pandemic in the second fiscal quarter.2022.

Gross Profit Margins

Gross profit margins for the fiscal quarter ended ~~October~~July 1, ~~2022~~2023 were ~~31.3%~~28.9%, versus ~~30.3%~~32.0% and ~~27.7%~~30.3%, for the comparable prior quarter and prior year period, respectively. Gross profit margins for the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022~~2023 were ~~30.7%~~30.4%, versus ~~27.4%~~30.3% for the comparable prior year period. The ~~increases~~decrease versus the prior ~~year periods are~~fiscal quarter is primarily due to lower average selling prices, manufacturing inefficiencies, and the recognition upon sale of increased costs previously absorbed in inventory. The decrease versus the first fiscal quarter of 2022 is primarily due to cost inflation, manufacturing inefficiencies, and the recognition upon sale of increased costs previously absorbed in inventory, partially offset by higher average selling prices. The increase versus the prior year-to-date period is primarily due to higher average selling prices and increased volume, partially offset by ~~inflationary impacts, particularly~~ increased ~~metals~~materials, utilities, and transportation costs, and negative exchange rate impacts. The gross profit margin increased versus the prior fiscal quarter primarily due to increased volume, partially offset by inflationary impacts, particularly increased metals and transportation costs and the negative impact of an inventory decrease.labor costs.

3332

The MOSFET segment net revenues increased ~~significantly~~moderately versus the prior fiscal quarter and ~~the prior year periods. The increases versus the prior fiscal quarter and prior year quarter are primarily due to~~ increased volume as operations and sales resumed following the two-month government mandated COVID-19 shut-down in Shanghai, People's Republic of China that required an almost complete closure of our main manufacturing facility in the second fiscal quarter of 2022. Increased average selling prices are the primary factor for the increase versus the prior year-to-date period and also contributed to the increase versus the prior year quarter. All regions and sales channels, particularly distribution customers in the Americas region, contributed to the increased revenue.

~~Gross profit margin increased versus the prior fiscal quarter and especially~~significantly versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers and customers in the Europe and Americas regions. The increase versus the prior year quarter is primarily due to increased sales to distribution customers, automotive and power supply end market customers, and customers in the Europe and Americas regions, partially offset by decreased sales to computing and telecommunications end market customers. The increase versus the prior year-to-date period is primarily due to increased sales to distribution customers, automotive, power supply, and industrial end market customers, and customers in the Europe and Americas regions, partially offset by decreased sales to computing and telecommunications end market customers.

Gross profit margin decreased versus the prior fiscal quarter and the prior year quarter, but increased versus the prior year-to-date period. The decrease versus the prior fiscal quarter is primarily due to decreased average selling prices and increased input costs, partially offset by increased sales volume. Gross profit increased versus the prior year quarter and gross profit margin was relatively flat due to increased costs. Gross profit margin increased versus the prior year-to-date period primarily due to increased sales volume and higher average selling prices, partially offset by ~~the negative impact of an inventory decrease following the resumption of operations~~higher material, labor, and ~~sales in Shanghai, People's Republic of China in the third fiscal quarter. The increases versus the prior year periods were primarily due to increased average selling prices, increased sales volume,~~utility costs and ~~a positive change in the sales mix toward more profitable products such as ICs.~~

manufacturing inefficiencies.

The segment operating margin ~~increased~~ decreased versus the prior fiscal quarter and the prior year ~~periods.~~quarter, but increased versus the prior year-to-date period. The ~~increases~~fluctuations are primarily due to ~~increased~~ gross ~~profit.~~ profit fluctuations. Increased segment SG&A expenses ~~primarily due to increased R&D activity limited the increases.~~

as a percentage of sales also impacted all comparison periods.

Average selling prices ~~were flat~~decreased versus the prior fiscal quarter, but increased versus the prior year ~~periods due to the strategic price increases implemented in prior~~ periods.

We continue to invest to expand mid- and long-term manufacturing capacity for strategic product lines. We have begun building a 12-inch wafer fab in Itzehoe, Germany adjacent to our existing 8-inch wafer fab, which we expect will increase our in-house wafer capacity by approximately 70% within 3-4 years and allow us to balance our in-house and foundry wafer supply.

We acquired leading edge silicon and silicon carbide MOSFETs products with our acquisition of MaxPower in the fourth fiscal quarter of 2022.

Net revenues of the Diodes segment ~~increased significantly~~decreased versus the prior fiscal quarter and the prior year periods. Most end markets and customer channels contributed to the increases. The increase versus the prior fiscal quarter is also due to increased volume as operations and sales resumed following extended government mandated COVID-19 shut-downs of our manufacturing facilities in the People's Republic of China, particularly Shanghai, in the second fiscal quarter. The increases were negatively impacted by increased inventory at distribution customers in Asia.

~~Gross profit margin decreased versus the prior fiscal quarter, but increased versus~~ the prior year periods. The decrease versus the prior fiscal quarter is primarily due to ~~the negative impact of an inventory decrease following the resumption of operations~~decreased sales to consumer and ~~sales in Shanghai, People's Republic of China~~power supply end market customers and customers in the ~~third~~Americas region. The decrease versus the prior year quarter is primarily due to decreased sales to distribution and EMS customers, power supply end market customers, and customers in the Americas and Asia regions. The decrease versus the prior year-to-date period is primarily due to decreased sales to distribution and EMS customers and customers in the Americas and Asia regions.

Gross profit margin decreased versus the prior fiscal quarter and ~~cost inflation,~~the prior year periods. The decrease versus the prior fiscal quarter is primarily due to decreased average selling prices, increased material costs, and manufacturing inefficiencies. The decrease versus the prior year quarter is primarily due to lower sales volume, decreased average selling prices, and higher material, labor, and utility costs, partially offset by positive foreign currency impacts. The decrease versus the prior year-to-date period is primarily due to lower sales volume, manufacturing inefficiencies, and higher material and labor costs, partially offset by increased ~~sales volume. The increases versus the prior year periods are primarily due to increased~~ average selling prices ~~our cost reduction measures,~~ and ~~increases in sales volume, partially offset by significant cost inflation.~~
positive foreign currency impacts.

The segment operating margin decreased versus the prior fiscal quarter ~~but increased versus the~~and prior year periods. The ~~fluctuations~~decreases are primarily due to decreased gross ~~profit fluctuations. The impact of a weaker euro decreased segment SG&A expenses, particularly versus the prior year periods.~~

profit.

Average selling prices decreased versus the prior fiscal quarter and prior year quarter, but ~~remain significantly higher than~~increased versus the prior ~~year periods due to the strategic price increases implemented across the product portfolio in prior periods.~~ year-to-date period.

3534

Net revenues of the Resistors segment decreased ~~slightly~~ versus the prior fiscal quarter, but increased ~~significantly~~ versus the prior year periods. The decrease versus the prior fiscal quarter is primarily due to decreased sales to ~~customers in all regions, particularly the Europe region, and~~ military and aerospace and industrial end market customers and ~~distributor~~ customers ~~which was partially offset by increased sales to EMS customers.~~in the Europe region. The increase versus the prior year ~~periods~~quarter is primarily due to increased sales to EMS customers, military and aerospace and industrial end market customers, and customers in all regions, particularly ~~the Americas region, distributor and EMS customers, partially offset by decreased sales to automotive end market customers. Increased sales to industrial end market customers also contributed to the~~Europe. The increase versus the prior year-to-date ~~period. The acquisition of Barry Industries also contributed~~period is primarily due to ~~the increase~~increased sales to distribution and EMS customers, military and aerospace and industrial end market customers, and customers in ~~net revenues versus the prior year periods.~~

all regions, particularly Europe.

The gross profit margin decreased ~~slightly~~versus the prior fiscal quarter and the prior year periods. The decrease versus the prior fiscal quarter is primarily due to decreased volume, manufacturing inefficiencies, and the recognition upon sale of increased costs previously absorbed in inventory. The decrease versus the prior year quarter is primarily due to increased labor and material costs and manufacturing inefficiencies, partially offset by higher sales volume and increased average selling prices. The decrease versus the prior year-to-date period is primarily due to increased labor and material costs, partially offset by higher sales volume and increased average selling prices.

The segment operating margin decreased versus the prior fiscal quarter and the prior year periods. The decreases are primarily due to decreased gross profit.

Average selling prices decreased versus the prior fiscal quarter, but increased versus the prior year periods. The slight decrease versus the prior fiscal quarter is primarily due to wage inflation, negative foreign currency exchange rate impacts, and higher fixed costs, mostly offset by increased average selling prices, lower metal prices, and improved efficiencies. The increases versus the prior year periods are primarily due to increased sales volume, higher average selling prices, cost reductions, and greater efficiencies, partially offset by fixed cost increases, metal price increases, increased material procurement costs, increased labor costs, and negative foreign currency exchange rate impacts.

~~The segment operating margin decreased slightly versus the prior fiscal quarter, but increased versus the prior year periods. The fluctuations are primarily due to fluctuations in gross profit.~~

~~Average selling prices increased versus the prior fiscal quarter and prior year periods.~~

We are increasing critical manufacturing capacities for certain product lines. We continue to broaden our business with targeted acquisitions of specialty resistors ~~businesses, such as Barry Industries.~~businesses.

Net revenues of the Inductors segment ~~decreased~~increased significantly versus the prior fiscal quarter, ~~and~~but decreased slightly versus the prior year ~~quarter, but increased versus the prior year-to-date period.~~periods. The ~~decrease~~increase versus the prior fiscal quarter is primarily due to increased sales to EMS customers, automotive and aerospace and military end market customers, and customers in the Americas region, partially offset by decreased sales to customers in ~~all regions, particularly~~ the Europe ~~region, and decreased sales to distributor customers, partially offset by increased sales to EMS customers.~~region. The decrease versus the prior year quarter is primarily due to decreased sales to distribution customers and customers in the Asia ~~region~~ and ~~distribution customers,~~Europe regions, partially offset by increased sales to medical, industrial, and aerospace and military end market customers and customers in the Americas ~~and Europe regions and increased sales to EMS customers and industrial end market customers.~~region. The ~~increase~~decrease versus the prior year-to-date period is primarily due to ~~increased~~decreased sales to ~~customers in the Americas and Europe regions, EMS~~distribution customers and military and aerospace and automotive end market customers. The increase versus the prior year-to-date period is also due to increased sales to distributor and EMS customers, and military and aerospace end market customers, partially offset by decreased sales to customers in the Asia region, ~~decreased~~partially offset by increased sales to ~~distributor~~EMS customers and ~~decreased sales to~~medical, automotive, and ~~industrial~~aerospace and military end market ~~customers.~~customers and customers in the Americas region.

The gross profit margin ~~decreased~~increased versus the prior fiscal quarter and the prior year periods. The ~~decrease~~increase versus the prior fiscal quarter is primarily due to ~~lower~~increased sales volume, ~~inefficiencies,~~higher average selling prices, and ~~increased material prices, partially offset by lower logistics costs and other cost savings measures.~~manufacturing efficiencies. The ~~decrease~~increases versus the prior year ~~quarter is~~periods are primarily due to increased ~~labor~~average selling prices and ~~material costs, inefficiencies, and negative~~positive foreign currency ~~exchange rate~~ impacts, partially offset by increased average selling prices. The decrease versus the prior year-to-date period is primarily due to increased logistics, labor, and material costs, inefficiencies, and negative foreign currency exchange rate impacts, partially offset by higherdecreased sales ~~volume, increased average selling prices. and other cost reduction measures.~~volume.

The segment operating margin ~~decreased~~increased versus the prior fiscal quarter and the prior year periods. The ~~decreases~~increases are primarily due to increases in gross ~~profit decreases.~~
profit.

Average selling prices ~~decreased~~increased slightly versus the prior fiscal quarter ~~but increased versus the~~and prior year periods.

We expect long-term growth in this segment, and are continuously expanding manufacturing capacity for certain product lines and evaluating acquisition opportunities, particularly of specialty businesses.

3837

Financial Condition, Liquidity, and Capital Resources

Our financial condition as of ~~October~~July 1, ~~2022~~2023 continued to be strong. Cash and short-term investments exceed our long-term debt balances, and we have historically been a strong generator of operating cash flows. The cash generated from operations is used to fund our capital expenditure plans, and cash in excess of our capital expenditure needs is available to fund our acquisition strategy, to reduce debt levels, and to pay dividends and repurchase stock. ~~We have generated cash flows from operations in excess of $200 million in each of the last 20 years, and cash flows from operations in excess of $100 million in each of the last 27 years.~~

Management uses a non-GAAP measure, "free cash," to evaluate our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends. See "Overview" above for "free cash" definition and reconciliation to GAAP. Vishay has generated positive "free cash" in each of the past 25 years, and "free cash" in excess of $80 million in each of the last 20 years. In this volatile economic environment, we continue to focus on the generation of free cash, including an emphasis on cost controls.

Cash flows provided by operating activities were ~~$317.8~~$237.1 million for the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022,~~2023, as compared to cash flows provided by operations of ~~$310.5~~$108.3 million for the ~~nine~~six fiscal months ended ~~October~~July 2, ~~2021.~~2022.

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle. The following table presents the components of our cash conversion cycle:

	Fiscal quarters ended
	July 1, 2023			April 1, 2023			July 2, 2022
Days sales outstanding ("DSO") ^(a)		46			45			45
Days inventory outstanding ("DIO") ^(b)		94			98			95
Days payable outstanding ("DPO") ^(c)		(32	)		(32	)		(37	)
Cash conversion cycle		108			111			103

a) DSO measures the average collection period of our receivables. DSO is calculated by dividing the average accounts receivable by the average net revenue per day for the respective fiscal quarter.

b) DIO measures the average number of days from procurement to sale of our product. DIO is calculated by dividing the average inventory by average cost of goods sold per day for the respective fiscal quarter.

c) DPO measures the average number of days our payables remain outstanding before payment. DPO is calculated by dividing the average accounts payable by the average cost of goods sold per day for the respective fiscal quarter.

Cash paid for property and equipment for the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022~~2023 was ~~$172.2~~$117.3 million, as compared to ~~$118.2~~$95.7 million for the ~~nine~~six fiscal months ended ~~October~~July 2, ~~2021.~~2022. To be well positioned to service our customers and to fully participate in growing markets, we intend to increase our capital expenditures for expansion in the mid-term. ~~For the year 2022, we~~We expect to invest approximately ~~$325~~$385 million in 2023 and approximately $1.2 billion over the next three years primarily for capital ~~expenditures.~~expansion projects outside of China.

Free cash flow for the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022~~2023 was negatively impacted by ~~working capital changes,~~ higher than usual capital expenditures, ~~and cash taxes paid for repatriation.~~but still increased significantly versus the six fiscal months ended July 2, 2022 primarily due to a smaller increase in working capital. We expect our business to continue to be a reliable generator of free cash. There is no assurance, however, that we will be able to continue to generate cash flows from operations and free cash at our historical levels, or at all, going forward if the economic environment worsens. ~~The COVID-19 pandemic and the mitigation efforts by governments to control its spread have not had a significant impact on our financial condition, liquidity, or capital resources.~~

~~On February 7,~~In 2022, our 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. See “Stockholder ~~Return Policy”~~Value” above for additional information.

The following table summarizes the components of net cash and short-term investments (debt) at ~~October~~July 1, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):

	October 1, 2022			December 31, 2021			July 1, 2023			December 31, 2022

Credit facility	$	-		$	-		$	185,000		$	42,000
Convertible senior notes, due 2025		465,344			465,344			465,344			465,344
Deferred financing costs		(7,224	)		(9,678	)		(10,676	)		(6,407	)
Total debt		458,120			455,666			639,668			500,937

Cash and cash equivalents		734,992			774,108			1,089,420			610,825
Short-term investments		182,646			146,743			14,366			305,272

Net cash and short-term investments (debt)	$	459,518		$	465,185		$	464,118		$	415,160

"Net cash and short-term investments (debt)" does not have a uniform definition and is not recognized in accordance with GAAP. This measure should not be viewed as an alternative to GAAP measures of performance or liquidity. However, management believes that an analysis of "net cash and short-term investments (debt)" assists investors in understanding aspects of our cash and debt management. The measure, as calculated by us, may not be comparable to similarly titled measures used by other companies.

We invest a portion of our excess cash in highly liquid, high-quality instruments with maturities greater than 90 days, but less than 1 year, which we classify as short-term investments on our consolidated balance sheets. As these investments were funded using a portion of excess cash and represent a significant aspect of our cash management strategy, we include the investments in the calculation of net cash and short-term investments (debt).

The interest rates on our short-term investments vary by location. Transactions related to these investments are classified as investing activities on our consolidated condensed statements of cash flows. We are aligning the maturity dates of our cash equivalents and short-terms investments in preparation of a planned repatriation in the third fiscal quarter of 2023. This has resulted in a decrease in our short-term investment balance.

As of ~~October~~July 1, ~~2022,~~2023, substantially all of our cash and cash equivalents and short-term ~~investment~~investments were held in countries outside of the United States. Cash dividends to stockholders, share repurchases, and principal and interest payments on our debt instruments need to be paid by the U.S. parent company, Vishay Intertechnology, Inc. Our U.S. subsidiaries also have cash operating needs. The distribution of earnings from Israel and Germany to the United States will ~~initially~~ be used, in part, to fund our Stockholder Return Policy. We expect that cash on-hand and cash flows from operations will be sufficient to meet our longer-term financing needs related to normal operating requirements, regular dividend payments, share repurchases pursuant to our Stockholder Return Policy, and our research and development and capital expenditure plans. Our substantially undrawn credit facility provides us with significant operating liquidity in the United States.

~~Our~~

On May 8, 2023, we amended and restated our $750 million revolving credit ~~facility provides an aggregate commitment~~agreement, which replaced our credit agreement that was scheduled to mature in June 2024. The amendment and restatement extended the maturity date of ~~$750 million of~~the revolving ~~loans available~~credit agreement until ~~June 5, 2024.~~ May 8, 2028.

The maximum amount available on the revolving credit facility is restricted by the financial covenants described below. The credit facility also provides us the ability to request up to $300 million of incremental facilities, subject to the satisfaction of certain conditions, which could take the form of additional revolving commitments, incremental “term loan A” or “term loan B” facilities, or incremental equivalent debt.

We had ~~no amounts~~$42 million outstanding on our revolving credit facility at December 31, ~~2021~~2022 and ~~October~~$185 million outstanding at July 1, ~~2022.~~2023. We borrowed ~~$558~~$426 million and repaid ~~$558~~$283 million on the revolving credit facility during the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022.~~2023. The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was ~~$47.9~~$129.2 million and the highest amount outstanding on our revolving credit facility at a fiscal month end was ~~$124~~$185 million during the ~~nine~~six fiscal months ended ~~October~~July 1, ~~2022.~~2023.

The ~~revolving~~amendment and restatement of the facility replaced the leverage ratio used for compliance measurement with a net leverage ratio, reducing the measure of outstanding debt by up to $250 million of unrestricted cash. Measurements prior to the amendment and restatement were based on a total leverage ratio.

Pursuant to the amended and restated credit facility, limits or restricts us from, among other things, incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming our pro forma leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming our pro forma leverage ratio is greater than 2.50 to 1.00), and requires us to comply with other covenants, including the ~~maintenance of specific financial ratios.~~

~~The~~ financial maintenance covenants include (a) an interest coverage ratio of not less than 2.00 to 1; and (b) a net leverage ratio of not more than 3.25 to 1 (and a pro forma ratio of 3.00 to 1 on the date of incurrence of additional debt). The computation of these ratios is prescribed in Article VI of the Credit Agreement between Vishay Intertechnology, Inc. and JPMorgan Chase Bank, N.A., which ~~has been~~was filed with the SEC as Exhibit 10.1 to our current report on Form 8-K filed ~~June 5, 2019.~~May 8, 2023.

The revolving credit facility limits or restricts us from, among other things, incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming our pro forma net leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming our pro forma net leverage ratio is greater than 2.50 to 1.00).

We were in compliance with all financial covenants under the credit facility at ~~October~~July 1, ~~2022.~~2023. Our interest coverage ratio and net leverage ratio were ~~36.01~~26.70 to 1 and ~~0.61~~0.50 to 1, respectively. We expect to continue to be in compliance with these covenants based on current projections.

If we are not in compliance with all of the required financial covenants, the credit facility could be terminated by the lenders, and any amounts then outstanding pursuant to the credit facility could become immediately payable. Additionally, our convertible senior notes due 2025 have cross-default provisions that could accelerate repayment in the event the indebtedness under the credit facility is accelerated. The maturity date of the amended and restated credit facility will accelerate if within ninety-one days prior to the maturity of our convertible senior notes due 2025, the outstanding principal amount of such notes exceeds a defined liquidity measure as set forth in the Amended and Restated Credit Facility.

~~Borrowings~~Prior to the amendment and restatement, borrowings under the credit facility ~~bear~~bore interest at LIBOR plus an interest margin. The applicable interest margin is based on our total leverage ratio. We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. The amended and restated credit facility replaced the LIBOR-based interest rate and related LIBOR-based mechanics applicable to U.S. dollar borrowings under the revolving credit agreement with an interest rate based on SOFR (including a customary spread adjustment) and related SOFR-based mechanics. Borrowings in foreign currency bear interest at a local reference rate plus an interest margin. Based on our current total leverage ratio of 0.82 to 1, any new borrowings will bear interest at ~~LIBOR~~SOFR plus ~~1.50%~~1.60% (including the applicable credit spread), and the undrawn commitment fee is 0.25% per annum.

The borrowings under the credit facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit and securities accounts), of Vishay and certain significant subsidiaries located in the United States, and pledges of stock in certain ~~significant domestic and foreign~~ subsidiaries; and are guaranteed by certain significant subsidiaries.

We expect, at least initially, to fund certain future obligations required to be paid by the U.S. parent company by borrowing under our revolving credit facility. We also expect to continue to use the credit facility from time-to-time to meet certain short-term financing needs. Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt. No principal payments on our debt are due before ~~2025 and our revolving credit facility expires in June 2024.~~2025.

The convertible senior notes due 2025 are not currently convertible. Pursuant to the indenture governing the convertible senior notes due 2025 and the amendments thereto incorporated in the Supplemental Indenture dated December 23, 2020, we will cash-settle the principal amount of $1,000 per note and settle any additional amounts in shares of our common stock. We intend to finance the principal amount of any converted notes using borrowings under our credit facility. No conversions have occurred to date.

Safe Harbor Statement

From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “project,” “intend,” “could,” “should,” or other similar words or expressions often identify forward-looking statements.

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; manufacturing or supply chain interruptions or changes in customer demand because of COVID-19 or otherwise; an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in applicable domestic and foreign tax regulations and uncertainty regarding the same; changes in U.S. and foreign trade regulations and tariffs and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations, markets, capacity to meet demand, products, services, and prices that are set forth in our filings with the SEC, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Our ~~2021~~2022 Annual Report on Form 10-K listed various important factors that could cause actual results to differ materially from projected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of that filing under the heading “Risk Factors.” You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 3 of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on February ~~23, 2022~~22, 2023 describes certain of our legal proceedings. ~~Except as described below, there~~There have been no material developments to the legal proceedings previously disclosed.

Regarding the matter first disclosed by the Company in its Form 10-Q that was filed with the SEC for the quarterly period ended October 3, 2020, on September 12, 2022, the United States District Court for the Eastern District of New York dismissed all third-party complaints commenced by Island Transportation Corp. against nineteen third-party defendants including ~~Vishay GSI, Inc. (“VGSI”), a wholly owned subsidiary of the Company.~~

Item 1A.

Risk Factors

There have been no material changes to the risk factors we previously disclosed under Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on February ~~23, 2022.~~22, 2023.

Item 2.

Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities

The following table provides information regarding repurchases of our common stock during the fiscal quarter ended ~~October~~July 1, ~~2022:~~2023:

Period Total Number of Shares Purchased Average Price Paid per Share (including commission) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Total Dollar Amount Purchased Under the Program Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

July 3 - July 30
318,186 $ 18.35 318,186 $
5,839,285
5,681,814
July 31 - August 27
143,888 $ 20.78 143,888 $ 2,990,168
5,537,926
August 28 - October 1
516,264 $ 18.75 516,264 $ 9,681,200
5,021,662
Total 978,338 $ 18.92 978,338 $ 18,510,653
5,021,662

Period	Total Number of Shares Purchased		Average Price Paid per Share (including commission)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Total Dollar Amount Purchased Under the Program		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

April 2 - 29		350,552	$	21.64		350,552	$	7,586,620		2,405,920
April 30 - May 27		263,749	$	23.42		263,749	$	6,175,786		2,142,171	��
May 28 - July 1		232,901	$	27.75		232,901	$	6,462,997		1,909,270
Total		847,202	$	23.87		847,202	$	20,225,403		1,909,270

In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. We intend to return such amounts to stockholders directly, in the form of cash dividends, or indirectly, in the form of stock repurchases. The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our direction, in accordance with applicable laws and regulations.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

~~Not applicable.~~During the fiscal quarter ended July 1, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Item 6.

Exhibits

~~4.1~~	~~Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.~~
10.1	Amendment ~~to Employment~~and Restatement Agreement, dated ~~July 14, 2022, between Vishay Israel Ltd. (a wholly owned subsidiary~~as of May 8, 2023 among Vishay Intertechnology, Inc.) and ~~Marc Zandman.~~JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed ~~July 18, 2022.~~May 8, 2023 .
10.2	~~Amended and Restated Employment Agreement, dated July 14, 2022, between Vishay Dale Electronics LLC (a wholly owned subsidiary of~~ Vishay Intertechnology, Inc.~~), Vishay Intertechnology, Inc., and Joel Smejkal.~~ 2023 Long-Term Incentive Plan. Incorporated by reference to ~~Exhibit 10.2~~Annex A to our ~~current report on Form 8-K, filed July 18, 2022.~~definitive proxy statement, dated April 4, 2023, for our 2023 Annual Meeting of Stockholders.
~~10.3~~	Third Amendment to Employment Agreement, dated July 14, 2022, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Lori Lipcaman. Incorporated by reference to Exhibit 10.3 to our current report on Form 8-K, filed July 18, 2022.
~~10.4~~	Amended and Restated Employment Agreement, dated July 14, 2022, between Vishay Israel Ltd. (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeff Webster. Incorporated by reference to Exhibit 10.4 to our current report on Form 8-K, filed July 18, 2022.
~~10.5~~	Employment Agreement, dated July 14, 2022, between Siliconix incorporated (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc. and Roy Shoshani. Incorporated by reference to Exhibit 10.5 to our current report on Form 8-K, filed July 18, 2022.
~~10.6~~	Second Amendment to Employment Agreement, dated July 14, 2022, between Vishay Electronic GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Andreas Randebrock. Incorporated by reference to Exhibit 10.6 to our current report on Form 8-K, filed July 18, 2022.
~~10.7~~	Second Amended and Restated Employment Agreement, dated July 14, 2022, between Vishay Intertechnology, Inc. and Peter Henrici. Incorporated by reference to Exhibit 10.7 to our current report on Form 8-K, filed July 18, 2022.
~~10.8~~	~~Transition Agreement, dated July 15, 2022, between Vishay Capacitors Belgium NV (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Johan Vandoorn.~~
~~10.9~~	~~Transition Agreement, dated July 15, 2022, between Vishay Americas, Inc. (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and David Valletta.~~
~~10.10~~	~~Transition Agreement, dated July 15, 2022, between Vishay Singapore Pte. Ltd. (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Clarence Tse.~~
31.1	Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - ~~Dr. Gerald Paul,~~Joel Smejkal, Chief Executive Officer.
31.2	Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Lori Lipcaman, Chief Financial Officer.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – ~~Dr. Gerald Paul,~~Joel Smejkal, Chief Executive Officer.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Lori Lipcaman, Chief Financial Officer.
101	Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended ~~October~~July 1, ~~2022,~~2023, furnished in iXBRL (Inline eXtensible Business Reporting Language)).
104	Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language and contained in Exhibit 101)

____________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISHAY INTERTECHNOLOGY, INC.

	/s/ Lori Lipcaman
	Lori Lipcaman
	Executive Vice President and Chief Financial Officer
	(as a duly authorized officer and principal financial and
	accounting officer)

Date: ~~November 2, 2022~~August 9, 2023

Delaware		38-1686453
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

63 Lancaster Avenue Malvern, Pennsylvania 19355-2143		610-644-1300
(Address of Principal Executive Offices)		(Registrant’s Area Code and Telephone Number)


Title of each class	Trading symbol	Name of exchange on which registered
Common stock, par value $0.10 per share	VSH	New York Stock Exchange LLC

	Large Accelerated Filer ☒	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

	Fiscal quarters ended						Fiscal quarters ended
	October 1, 2022			October 2, 2021			July 1, 2023		July 2, 2022

Net earnings	$	140,563		$	97,082		$	95,415	$	112,769

Other comprehensive income (loss), net of tax

Pension and other post-retirement actuarial items		1,321			1,850			148		1,365

Foreign currency translation adjustment		(50,070	)		(17,242	)		3,475		(49,532	)

Other comprehensive income (loss)		(48,749	)		(15,392	)		3,623		(48,167	)

Comprehensive income		91,814			81,690			99,038		64,602

Less: comprehensive income attributable to noncontrolling interests		502			262			377		381

Comprehensive income attributable to Vishay stockholders	$	91,312		$	81,428		$	98,661	$	64,221

	Nine fiscal months ended						Six fiscal months ended
	October 1, 2022			October 2, 2021			July 1, 2023		July 2, 2022

Net earnings	$	357,282		$	262,106		$	207,604	$	216,719

Other comprehensive income (loss), net of tax

Pension and other post-retirement actuarial items		4,245			5,734			284		2,924

Foreign currency translation adjustment		(113,086	)		(34,906	)		23,198		(63,016	)

Other comprehensive income (loss)		(108,841	)		(29,172	)		23,482		(60,092	)

Comprehensive income		248,441			232,934			231,086		156,627

Less: comprehensive income attributable to noncontrolling interests		1,260			659			785		758

Comprehensive income attributable to Vishay stockholders	$	247,181		$	232,275		$	230,301	$	155,869

			Page Number
PART I.		FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Consolidated Condensed Balance Sheets – ~~October~~July 1, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022	4

		Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022	6

		Consolidated Condensed Statements of Comprehensive Income (Unaudited) – Fiscal Quarters Ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022	7

		Consolidated Condensed Statements of Operations (Unaudited) – ~~Nine~~Six Fiscal Months Ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022	8

		Consolidated Condensed Statements of Comprehensive Income (Unaudited) – ~~Nine~~Six Fiscal Months Ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022	9

		Consolidated Condensed Statements of Cash Flows (Unaudited) – ~~Nine~~Six Fiscal Months Ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022	10

		Consolidated Condensed Statements of Equity (Unaudited)	11

		Notes to the Consolidated Condensed Financial Statements (Unaudited)	13

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4443

	Item 4.	Controls and Procedures	4443

PART II.		OTHER INFORMATION

	Item 1.	Legal Proceedings	4544

	Item 1A.	Risk Factors	4544

	Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	4544

	Item 3.	Defaults Upon Senior Securities	4544

	Item 4.	Mine Safety Disclosures	4544

	Item 5.	Other Information	4544

	Item 6.	Exhibits	4645

		SIGNATURES	4746

	Pension and other post- retirement actuarial items			Currency translation adjustment			Total			Pension and other post- retirement actuarial items			Currency translation adjustment			Total
Balance at January 1, 2022	$	(58,908	)	$	38,656		$	(20,252	)
Balance at January 1, 2023										$	(7,598	)	$	(3,229	)	$	(10,827	)
Other comprehensive income (loss) before reclassifications		-			(113,086	)	$	(113,086	)		-			23,198		$	23,198
Tax effect		-			-		$	-			-			-		$	-
Other comprehensive income before reclassifications, net of tax		-			(113,086	)	$	(113,086	)		-			23,198		$	23,198
Amounts reclassified out of AOCI		6,285			-		$	6,285			355			-		$	355
Tax effect		(2,040	)		-		$	(2,040	)		(71	)		-		$	(71	)
Amounts reclassified out of AOCI, net of tax		4,245			-		$	4,245			284			-		$	284
Net other comprehensive income (loss)	$	4,245		$	(113,086	)	$	(108,841	)	$	284		$	23,198		$	23,482
Balance at October 1, 2022	$	(54,663	)	$	(74,430	)	$	(129,093	)
Balance at July 1, 2023										$	(7,314	)	$	19,969		$	12,655

	vs. Prior Quarter			vs. Prior Year Quarter			vs. Prior Year-to-Date			vs. Prior Quarter			vs. Prior Year Quarter			vs. Prior Year-to-Date
Change attributable to:
Change in volume		-6.1	%		-0.8	%		1.1	%		9.5	%		(2.5	)%		(3.3	)%
Change in average selling prices		-0.1	%		1.6	%		1.5	%
Increase in average selling prices											1.1	%		1.9	%		1.9	%
Foreign currency effects		-0.8	%		-2.2	%		-1.8	%		0.2	%		0.3	%		(0.2	)%
Other		0.2	%		-0.1	%		0.0	%		0.3	%		(0.1	)%		0.0	%
Net change		-6.8	%		-1.5	%		0.8	%		11.1	%		(0.4	)%		(1.6	)%

	Fiscal quarters ended						Nine fiscal months ended						Fiscal quarters ended						Six fiscal months ended
	October 1, 2022			October 2, 2021			October 1, 2022			October 2, 2021			July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Beginning balance	$	40,775		$	41,262		$	39,759		$	39,629		$	38,280		$	39,161		$	46,979		$	39,759
Sales allowances		33,015			22,850			79,432			68,689			26,297			19,040			52,134			46,417
Credits issued		(32,202	)		(28,948	)		(76,497	)		(72,744	)		(16,853	)		(16,569	)		(50,128	)		(44,295	)
Foreign currency		(849	)		(314	)		(1,955	)		(724	)		1,626			(857	)		365			(1,106	)
Ending balance	$	40,739		$	34,850		$	40,739		$	34,850		$	49,350		$	40,775		$	49,350		$	40,775