**Advertisement**

Item 2.02 - Results of Operations and Financial Condition

On

Item 7.01 - Regulation FD Disclosure

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and stockholders
regarding its diluted earnings per share ("EPS") computation. The information
furnished in this Form 8-K provides additional information on the impact of key
variables on the EPS computation, particularly as they relate to the third
fiscal quarter of 2014.

Accounting principles require that EPS be computed based on the weighted average
shares outstanding ("basic"), and also assuming the issuance of potentially
issuable shares (such as those subject to stock options, convertible notes,
etc.) if those potentially issuable shares would reduce EPS ("diluted").

The number of shares related to options and similar instruments included in
diluted EPS is based on the "Treasury Stock Method" prescribed in

The number of shares includable in the calculation of diluted EPS in respect of
conventional convertible or exchangeable securities is based on the "If
Converted" method prescribed in FASB ASC Topic 260. This method assumes the
conversion or exchange of these securities for shares of common stock. In
determining if convertible or exchangeable securities are dilutive, the interest
savings (net of tax) subsequent to an assumed conversion are added back to net
earnings. The shares related to a convertible or exchangeable security are
included in diluted EPS only if EPS as otherwise calculated is greater than the
interest savings, net of tax, divided by the shares issuable upon exercise or
conversion of the instrument ("incremental earnings per share"). Accordingly,
the calculation of diluted EPS for these instruments is dependent on the level
of net earnings. Each series of convertible or exchangeable securities is
considered individually and in sequence, starting with the series having the
lowest incremental earnings per share, to determine if its effect is dilutive or
anti-dilutive.

At the direction of its Board of Directors, Vishay intends to waive its rights
to settle the principal amount of its 2.25% Convertible Senior Debentures due
2040, due 2041, and due 2042, upon any conversion or repurchase of the
debentures, in shares of Vishay common stock.

2

--------------------------------------------------------------------------------

Pursuant to the indentures governing the respective debentures, Vishay has the right to pay the conversion value or purchase price for the debentures in cash, Vishay common stock, or a combination of both.

If debentures are tendered for repurchase, Vishay will pay the repurchase price in cash, and if debentures are submitted for conversion, Vishay will value the shares issuable upon conversion and will pay in cash an amount equal to the principal amount of the converted debentures and will issue shares in respect of the conversion value in excess of the principal amount.

Vishay will consider the debentures to be "net share settlement debt." Accordingly, the debentures will be included in the diluted earnings per share computation using the "treasury stock method" (similar to options) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay will calculate the number of shares issuable under the terms of the debentures based on the average market price of Vishay common stock during the period, and include that number in the total diluted shares figure for the period.

The following estimates of shares expected to be used in the calculation of diluted EPS consider the number of the Company's shares currently outstanding and the Company's stock options and convertible or exchangeable securities currently outstanding and their exercise and conversion features currently in effect. The Company adjusts its calculation for the estimated effect of expected quarterly activity. Changes in these parameters or estimates could have a material impact on the calculation of diluted EPS.

The following estimates of shares expected to be used in the calculation of diluted EPS should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K. These estimates are unaudited and are not necessarily indicative of the shares used in the diluted EPS computation for any prior period. The estimates below are not necessarily indicative of the shares to be used in the quarterly diluted EPS computation for any period subsequent to the third fiscal quarter of 2014. The Company assumes no duty to revise these estimates as a result of changes in the parameters on which they are based or any changes in accounting principles. Also, the presentation is not intended as a forecast of EPS values or share prices of the Company's common stock for any period.

For the third fiscal quarter of 2014:

· The Company has approximately 148 million shares issued and outstanding,

including shares of common stock and class B common stock.

· The number of shares included in diluted EPS related to options and similar

instruments does not vary significantly and is generally less than 1 million incremental shares.

· The Company's exchangeable unsecured notes due 2102 are dilutive at quarterly

earnings levels in excess of approximately

$1 million . The exchangeable unsecured notes are exchangeable for approximately 2.5 million shares. Quarterly interest, net of tax, is negligible. 3

--------------------------------------------------------------------------------

· The Company's Convertible Senior Debentures due 2040 are convertible at a

conversion price of

shares per

the debentures outstanding. The number of shares of common stock that Vishay

will include in its diluted earnings per share computation, assuming an average

market price for Vishay common stock in excess of the conversion price, will be

determined in accordance with the following formula:

S = [

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than

· The Company's Convertible Senior Debentures due 2041 are convertible at a

conversion price of

shares per

the debentures outstanding. The number of shares of common stock that Vishay

will include in its diluted earnings per share computation, assuming an average

market price for Vishay common stock in excess of the conversion price, will be

determined in accordance with the following formula:

S = [

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than

· The Company's Convertible Senior Debentures due 2042 are convertible at a

conversion price of

shares per

the debentures outstanding. The number of shares of common stock that Vishay

will include in its diluted earnings per share computation, assuming an average

market price for Vishay common stock in excess of the conversion price, will be

determined in accordance with the following formula:

S = [

where

S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter.

If the average market price is less than

4

--------------------------------------------------------------------------------

Accordingly, the following table summarizes the approximate number of shares to be included in the denominator of the diluted EPS calculation assuming net earnings attributable to Vishay stockholders greater than

Average Stock Price Projected Diluted Shares $ 6.00 150 $ 7.00 150 $ 8.00 150 $ 9.00 150 $ 10.00 150 $ 11.00 150 $ 12.00 151 $ 13.00 152 $ 14.00 153 $ 15.00 155 $ 16.00 157 $ 17.00 158 $ 18.00 160 $ 19.00 161 $ 20.00 162 $ 21.00 164

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 99.1 Press release dated

July 29, 2014 5

--------------------------------------------------------------------------------