Note 5 – Long-Term Debt

Long-term debt consists of the following:

	October 3, 2015		December 31, 2014

Credit facility	$	173,000	$	200,000
Exchangeable unsecured notes, due 2102		38,642		38,642
Convertible senior debentures, due 2040		105,719		103,841
Convertible senior debentures, due 2041		54,278		53,249
Convertible senior debentures, due 2042		60,127		59,190
		431,766		454,922
Less current portion		-		-
	$	431,766	$	454,922

Convertible Senior Debentures

Vishay currently has three issuances of convertible senior debentures outstanding with generally congruent terms. The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for each issuance of the Company's convertible senior debentures effective as of the ex-dividend date of each cash dividend.

The following table summarizes some key facts and terms regarding the three series of outstanding convertible senior debentures following the adjustment made to the conversion rate of the debentures on the ex-dividend date of the August 31, 2015 dividend payment:

	Due 2040			Due 2041			Due 2042
Issuance date	November 9, 2010			May 13, 2011			May 31, 2012
Maturity date	November 15, 2040			May 15, 2041			June 1, 2042
Principal amount	$	275,000		$	150,000		$	150,000
Cash coupon rate (per annum)		2.25	%		2.25	%		2.25	%
Nonconvertible debt borrowing rate at issuance (per annum)		8.00	%		8.375	%		7.50	%
Conversion rate effective August 31, 2015 (per $1 principal amount)		74.3326			54.2441			87.3974
Effective conversion price effective August 31, 2015 (per share)	$	13.45		$	18.44		$	11.44
130% of the conversion price (per share)	$	17.49		$	23.97		$	14.87
Call date	November 20, 2020			May 20, 2021			June 7, 2022

Prior to three months before the maturity date, the holders may only convert their debentures under the following circumstances: (1) during any fiscal quarter after the first full quarter subsequent to issuance, if the sale price of Vishay common stock reaches 130% of the conversion price for a specified period; (2) the trading price of the debentures falls below 98% of the product of the sale price of Vishay's common stock and the conversion rate for a specified period; (3) Vishay calls any or all of the debentures for redemption, at any time prior to the close of business on the third scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events.

Based on an evaluation of the conversion criteria at October 3, 2015 and December 31, 2014, none of the convertible senior debentures due 2040, due 2041, or due 2042 were convertible. The conversion criteria of the debentures will continue to be evaluated and the debentures may become convertible in the future. At the direction of the Company's Board of Directors, the Company intends, upon conversion, to repay the principal amount of the convertible debentures in cash and settle any additional amounts in shares of the Company's common stock. The Company intends to finance the principal amount of any converted debentures using borrowings under its credit facility.

GAAP requires an issuer to separately account for the liability and equity components of the instrument in a manner that reflects the issuer's nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods.

The carrying values of the liability and equity components of the convertible debentures are reflected in the Company's consolidated condensed balance sheets as follows:

	Principal amount of the debentures		Unamortized discount			Embedded derivative		Carrying value of liability component		Equity component - net carrying value
October 3, 2015
Due 2040	$	275,000		(170,111	)		830	$	105,719	$	110,094
Due 2041	$	150,000		(96,292	)		570	$	54,278	$	62,246
Due 2042	$	150,000		(90,255	)		382	$	60,127	$	57,874
Total	$	575,000	$	(356,658	)	$	1,782	$	220,124	$	230,214

December 31, 2014
Due 2040	$	275,000		(171,685	)		526	$	103,841	$	110,094
Due 2041	$	150,000		(97,092	)		341	$	53,249	$	62,246
Due 2042	$	150,000		(91,048	)		238	$	59,190	$	57,874
Total	$	575,000	$	(359,825	)	$	1,105	$	216,280	$	230,214

Interest is payable on the debentures semi-annually at the cash coupon rate; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate equal to the Company's estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances beginning ten years subsequent to issuance.

Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the fiscal quarters ended:

	Contractual coupon interest		Non-cash amortization of debt discount		Non-cash amortization of deferred financing costs		Non-cash change in value of derivative liability			Total interest expense related to the debentures
October 3, 2015
Due 2040	$	1,547		535		22		198		$	2,302
Due 2041	$	844		272		12		92		$	1,220
Due 2042	$	844		270		13		105		$	1,232
Total	$	3,235	$	1,077	$	47	$	395		$	4,754

September 27, 2014
Due 2040	$	1,547		495		22		93		$	2,157
Due 2041	$	844		251		11		(29	)	$	1,077
Due 2042	$	844		251		13		13		$	1,121
Total	$	3,235	$	997	$	46	$	77		$	4,355

Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the nine fiscal months ended:

	Contractual coupon interest		Non-cash amortization of debt discount		Non-cash amortization of deferred financing costs		Non-cash change in value of derivative liability			Total interest expense related to the debentures
October 3, 2015
Due 2040	$	4,641		1,574		66		304		$	6,585
Due 2041	$	2,532		800		36		229		$	3,597
Due 2042	$	2,532		793		40		144		$	3,509
Total	$	9,705	$	3,167	$	142	$	677		$	13,691

September 27, 2014
Due 2040	$	4,641		1,456		66		62		$	6,225
Due 2041	$	2,532		737		35		(35	)	$	3,269
Due 2042	$	2,532		737		40		12		$	3,321
Total	$	9,705	$	2,930	$	141	$	39		$	12,815