Vishay Intertechnology, Inc
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VISHAY INTERTECHNOLOGY, INC. Vishay Intertechnology, Inc. VISHAY INTERTECHNOLOGY, INC. www.vishay.com ANNUAL REPORT 2005 Corporate Headquarters 63 Lincoln Highway Annual Report 2005 Malvern, PA 19355-2143 United States P 610.644.1300 F 610.296.0657 One of the World’s Largest Manufacturers of Discrete Semiconductors and Passive Components © Copyright 2006 Vishay Intertechnology, Inc. ® Registered trademarks of Vishay Intertechnology, Inc. All rights reserved. FINANCIAL HIGHLIGHTS CORPORATE INFORMATION CORPORATE OFFICERS BOARD OF DIRECTORS SHAREHOLDER ASSISTANCE OPERATING PROFIT* NET EARNINGS* $ in millions $ in millions For information about stock transfers, Dr. Felix Zandman Dr. Felix Zandman address changes, account consolidation, 200 – 200 – Founder and Chairman of the Board Founder and Chairman of the Board registration changes, lost stock certificates, Chief Technical Officer Chief Technical Officer and Form 1099, contact the Company’s Chief Business Development Officer Chief Business Development Officer Transfer Agent and Registrar 100 – 100 – Vishay Intertechnology, Inc. American Stock Transfer & Trust Company NET REVENUE Dr. Gerald Paul 59 Maiden Lane $ in millions President Marc Zandman New York, NY 10038 Chief Executive Officer Vice Chairman of the Board Phone: 800-937-5449 0 – 0 – Fax: 718-921-8331 2500 – 05 04 03 05 04 03 Chief Operating Officer President, Vishay Israel Ltd. Email: [email protected] $96.0 $93.6 $59.4 $62.3 $44.7 $26.8 Vishay Intertechnology, Inc. Marc Zandman For other information or questions, contact: Vice Chairman of the Board Philippe Gazeau Investor Relations, at (610) 644-1300 2000 – President, Vishay Israel Ltd. Investor Common Stock Richard N. Grubb Zvi Grinfas Ticker symbol: VSH OPERATING PROFIT, NET EARNINGS, The common stock is listed and 1500 – Executive Vice President Investor ADJUSTED** ADJUSTED** principally traded on the New $ in millions $ in millions Chief Financial Officer York Stock Exchange. Treasurer Eliyahu Hurvitz Chairman of the Board 1000 – 200 – 200 – Duplicate Mailings Ziv Shoshani Teva Pharmaceutical Industries, Ltd. If you receive more than one Annual Report Deputy Chief Operating Officer and Proxy Statement and wish to help Executive Vice President Dr. Abraham Ludomirski 500 – 100 – 100 – us reduce costs by discontinuing multiple Founder and Managing Director of mailings, contact our Transfer Agent American William M. Clancy Vitalife Fund Stock Transfer & Trust Company. Senior Vice President 0 – 0 – 0 – Corporate Secretary Dr. Gerald Paul Electronic Proxy Materials 05 04 03 05 04 03 05 04 03 President You can receive Vishay’s proxy materials $2,296.5 $2,414.7 $2,170.6 $149.7 $186.7 $107.4 $92.9 $103.9 $45.2 Steven Klausner Chief Executive Officer electronically, which will give you immediate Vice President Chief Operating Officer access to these materials, and will save the The following table reconciles amounts as reported to the adjusted operating profit and adjusted net earnings presented in the charts above. Assistant Treasurer Vishay Intertechnology, Inc. Company printing and mailing costs. If you are a registered holder (you own the stock in Ziv Shoshani your name), and wish to receive your proxy Operating Profit in millions Net Earnings in millions CORPORATE OFFICE 2005 2004 2003 2005 2004 2003 Deputy Chief Operating Officer materials electronically, go to www.icsdelivery. * As reported $ 96.0 $ 93.6 $ 59.4 $ 62.3 $ 44.7 $ 26.8 Executive Vice President com/vsh. If you are a beneficial owner (you Vishay Intertechnology, Inc. own the stock through a bank or broker), Restructuring and severance costs 29.8 47.3 28.6 29.8 47.3 28.6 Vishay Intertechnology, Inc. Asset write-downs 11.4 27.3 1.0 11.4 27.3 1.0 63 Lincoln Highway please contact your broker and ask for Inventory write-downs and (gain) loss on purchase commitments (1.0) 17.0 18.4 (1.0) 17.0 18.4 Malvern, PA 19355-2143 USA Mark I. Solomon electronic delivery of Vishay’s proxy materials. Purchased research and development 9.7 1.5 — 9.7 1.5 — Phone: 610-644-1300 Founder and Chairman Siliconix transaction-related expenses 3.8 — — 3.8 — — Fax: 610-296-0657 CMS Companies FORM 10-K AND CEO/CFO Gain on insurance claim — — — — — (33.9) www.vishay.com CERTIFICATIONS Other — — — (2.1) (3.1) 9.9 Thomas C. Wertheimer Net tax benefit of reconciling items — — — (21.0) (30.8) (5.6) A copy of the Company’s Annual Report on ** Adjusted $ 149.7 $ 186.7 $ 107.4 $ 92.9 $ 103.9 $ 45.2 Accounting Consultant ANNUAL MEETING Form 10-K for the year ended December Measurements such as adjusted operating profit and adjusted net earnings are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as May 11, 2006 at 10:30 a.m. Ruta Zandman 31, 2005, filed with the Securities and an alternative to GAAP measures of performance. Management believes that adjusted operating profit and adjusted net earnings, “non-GAAP” measures, are meaningful to investors because they Public Relations Associate Exchange Commission, is included in provide insight with respect to intrinsic operating results of the Company. Reconciling items to arrive at adjusted operating profit and adjusted net earnings represent significant charges or credits that Four Seasons Hotel are important to an understanding of the Company’s intrinsic operations. These reconciling items are more fully described in the Company’s consolidated financial statements. Vishay Intertechnology, Inc. this report and may also be obtained by South Ballroom shareholders without charge by writing to Lobby Level ABOUT VISHAY the Investor Relations Department, Vishay One Logan Square HONORARY CHAIRMAN Intertechnology, Inc., 63 Lincoln Highway, Philadelphia, PA 19103 Vishay is one of the world’s largest manufacturers of discrete semiconductors and passive electronic OF THE BOARD Malvern, PA 19355-2143, or through Vishay’s website at ir.vishay.com. The most components. These components are used in virtually all types of electronic devices and equipment, in the Alfred P. Slaner recent certifications by our Chief Executive industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. (Deceased March 14, 1996) Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our Form Vishay’s global footprint includes sales offices worldwide, as well as manufacturing plants in China and 10-K. We have also filed with the New York other Asian countries, Europe, and the Americas. Vishay has market shares ranging from substantial to Stock Exchange the most recent Annual number one for each of its products. Its product innovations, successful acquisition strategy, focus on cost CEO Certification as required by Section reductions, and ability to provide “one-stop shop” service have made Vishay a global industry leader. 303A.12(a) of the New York Stock Exchange Listed Company Manual. www.vishay.com FINANCIAL HIGHLIGHTS AS OF AND FOR THE YEAR ENDED DECEMBER 31 (In thousands, except earnings per share) 2005 2004 2003 Net revenues ......................................................................... $ 2,296,521 $ 2,414,654 $ 2,170,597 Operating income .................................................................. 95,961 93,569 59,367 Net earnings .......................................................................... 62,274 44,696 26,842 Depreciation and amortization .............................................. 188,900 202,580 194,055 Basic earnings per share ...................................................... $ 0.35 $ 0.27 $ 0.17 Diluted earnings per share .................................................... $ 0.34 $ 0.27 $ 0.17 Weighted average shares outstanding – basic ..................... 177,606 163,701 159,631 Weighted average shares outstanding – diluted ................... 189,321 165,938 160,443 Cash flows from operations .................................................. $ 202,874 $ 233,084 $ 255,756 Working capital ...................................................................... 1,136,466 1,168,383 1,049,892 Property and equipment – net .............................................. 1,090,592 1,171,815 1,213,600 Cash, cash equivalents, and short-term investments .......... 632,502 632,700 555,540 Long-term debt ..................................................................... 751,553 752,145 836,606 Stockholders’ equity ............................................................. $ 2,855,852 $ 2,773,335 $ 2,514,034 TABLE OF CONTENTS ABOUT THE COVER A Message from the Chairman and the CEO ...2 The front cover includes three photos taken Vishay Components Are Essential at the Vishay-operated wafer fabrication Building Blocks of Electronics ..........................4 facility in Itzehoe, Germany. The small product The Vishay Story ...............................................6 photos near the bottom left are samples of Vishay Serves Diverse Markets .........................8 Vishay’s broad product portfolio. Financial Summary ..........................................10 (Note: Products are not shown to scale.) In Product List .....................................................12 the background is an enlarged image of a silicon wafer used in the manufacturing of Form 10-K Vishay Siliconix semiconductors. Corporate Information .............inside back cover VISHAY INTERTECHNOLOGY 1 A MESSAGE FROM THE CHAIRMAN AND THE CEO To Our Shareholders, Employees, Customers, and Vendors The second half of 2005 and the beginning of 2006