Note 16 – Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock options and restricted stock units (see Note 12), convertible debt instruments (see Note 6), and other potentially dilutive securities.

The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands):

	Years ended December 31,
	2014		2013		2012

Numerator:
Numerator for basic earnings per share:
Net earnings	$	117,629	$	122,980	$	122,738

Adjustment to the numerator for continuing operations and net earnings:
Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax		59		140		293

Numerator for diluted earnings per share:
Net earnings	$	117,688	$	123,120	$	123,031

Denominator:
Denominator for basic earnings per share:
Weighted average shares		147,448		144,856		149,020
Outstanding phantom stock units		119		107		97
Adjusted weighted average shares		147,567		144,963		149,117

Effect of dilutive securities:
Convertible and exchangeable debt instruments		5,890		6,130		6,176
Restricted stock units		252		320		549
Other		7		4		2
Dilutive potential common shares		6,149		6,454		6,727

Denominator for diluted earnings per share:
Adjusted weighted average shares		153,716		151,417		155,844


Basic earnings per share attributable to Vishay stockholders	$	0.80	$	0.85	$	0.82

Diluted earnings per share attributable to Vishay stockholders	$	0.77	$	0.81	$	0.79

Note 16 – Earnings Per Share (continued)

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

	Years ended December 31,
	2014		2013		2012

Convertible and exchangeable notes:
Convertible Senior Debentures, due 2040		-		19,809		19,809
Convertible Senior Debentures, due 2041		7,944		7,885		7,885
Convertible Senior Debentures, due 2042		-		-		7,434
Weighted average employee stock options		77		91		177
Weighted average warrants		-		-		8,390
Weighted average other		135		385		282

In periods in which they are dilutive, if the potential common shares related to the exchangeable notes are included in the computation, the related interest savings, net of tax, assuming conversion/exchange is added to the net earnings used to compute earnings per share.

The Company's convertible debt instruments are only convertible upon the occurrence of certain events. The convertible debentures due 2042 were convertible subsequent to the September 27, 2014 evaluation of the conversion criteria until subsequent to the December 31, 2014 evaluation of the conversion criteria. In periods that the debentures are not convertible, the certain conditions which could trigger conversion of the remaining debentures have been deemed to be non-substantive, and accordingly, the Company has always assumed the conversion of these instruments in its diluted earnings per share computation during periods in which they are dilutive.

At the direction of its Board of Directors, the Company intends, upon conversion, to repay the principal amounts of the convertible senior debentures, due 2040, due 2041, and due 2042, in cash and settle any additional amounts in shares of Vishay common stock. Accordingly, the debentures are included in the diluted earnings per share computation using the "treasury stock method" (similar to options and warrants) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay calculates 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 that number is included in the total diluted shares figure for the period. If the average market price is less than $13.66, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2040, if the average market price is less than $18.72, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2041, and if the average market price is less than $11.62, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.