UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 1-7416 Vishay Intertechnology, Inc. (Exact name of registrant as specified in its charter) Delaware 38-1686453 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) 63 Lancaster Avenue Malvern, Pennsylvania 19355-2143 (Address of principal executive offices) (610) 644-1300 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.10 par value New York Stock Exchange (Title of class) (Exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Note – Checking the box above will not relieve any registrant required to file reports under Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Act. (Check one): Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter ($6.83 on June 27, 2009), assuming conversion of all of its Class B common stock held by non-affiliates into common stock of the registrant, was $1,176,000,000. There is no non-voting stock outstanding. As of February 25, 2010, registrant had 172,288,582 shares of its common stock and 14,352,839 shares of its Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement, which will be filed within 120 days of December 31, 2009, are incorporated by reference into Part III. - 1 - This page intentionally left blank. - 2 - Vishay Intertechnology, Inc. Form 10-K for the year ended December 31, 2009 CONTENTS PART I Item 1. Business 5 Item 1A. Risk Factors 17 Item 1B. Unresolved Staff Comments 23 Item 2. Properties 25 Item 3. Legal Proceedings 27 Item 4. Submission of Matters to a Vote of Security Holders 28 Executive Officers of the Registrant 28 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 29 Item 6. Selected Financial Data 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 64 Item 8. Financial Statements and Supplementary Data 66 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 66 Item 9A. Controls and Procedures 67 Item 9B. Other Information 67 PART III Item 10. Directors, Executive Officers, and Corporate Governance 68 Item 11. Executive Compensation 68 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 68 Item 13. Certain Relationships and Related Transactions, and Director Independence 68 Item 14. Principal Accounting Fees and Services 68 PART IV Item 15. Exhibits, Financial Statement Schedules 69 SIGNATURES 73 Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2009 and 2008 F-4 Consolidated Statements of Operations for the years ended December 31, 2009, 2008, and 2007 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007 F-7 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2009, 2008, and 2007 F-8 Notes to Consolidated Financial Statements F-10 -3- This page intentionally left blank. -4- PART I Item 1. BUSINESS General Vishay Intertechnology, Inc. (“Vishay,” the “Company, “we,” “us,” or “our”) is a leading international manufacturer and supplier of semiconductors and passive electronic components. Semiconductors include rectifiers; diodes; transistors; integrated circuits (“ICs”) such as power ICs, and analog switches; modules that contain several different types of semiconductors in a single package; and optoelectronic products such as infrared (“IR”) emitters and detectors, IR receiver modules, optocouplers, optical sensors, light-emitting diodes (“LEDs”), and IR data transceiver modules. Passive electronic components include resistive products, capacitors, inductors, strain gages, load cells / transducers, and stress analysis instruments, weigh modules, and systems. Discrete semiconductors and passive electronic components are essential elements of virtually every type of electronic circuit. They support the microprocessor chips and other ICs that coordinate and control the functions of electronic devices and equipment. We offer our customers “one-stop shop” access to one of the most comprehensive electronic component product lines of any manufacturer in the United States, Europe, and Asia. Our semiconductor components are used for a wide variety of functions, including power control, power conversion, power management, signal switching, signal routing, signal blocking, signal amplification, two-way data transfer, one-way remote control, and circuit isolation. Our passive components are used to restrict current flow, suppress voltage increases, store and discharge energy, control alternating current (“AC”) and voltage, filter out unwanted electrical signals, detect stress and other physical forces, measure weight, and perform other functions. Our components are used in virtually every type of product that contains electronic circuitry, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. On October 27, 2009, we announced our intention to spin-off, in a tax free stock dividend to our stockholders, our measurements and foil resistor businesses into an independent, publicly-traded company to be named Vishay Precision Group, Inc. (“Vishay Precision Group” or “VPG”.) Vishay Precision Group is a leading designer, manufacturer and marketer of sensors/components (strain gages, ultra-precision foil resistors and current sensors) and process control modules (load cell/transducers, instruments, weigh modules, and systems). Since our first acquisition in 1985, we have pursued a business strategy that principally consists of the following elements: 1. expanding within the electronic components industry, primarily through the acquisition of other manufacturers of electronic components that have established positions in major markets, reputations for product innovation, quality, and reliability, strong customer bases, and product lines with which we have substantial marketing and technical expertise; 2. reducing selling, general, and administrative expenses through the integration or elimination of redundant sales offices and administrative functions at acquired companies; 3. achieving significant production cost savings and synergies through the transfer and expansion of manufacturing operations to countries such as the Czech Republic, India, Israel, Malaysia, Mexico, the People’s Republic of China, and the Philippines, where we can benefit from lower labor costs and available tax and other government-sponsored incentives; 4. maintaining significant production facilities in those regions where we market the bulk of our products in order to enhance the service and responsiveness that we provide to our customers; 5. using our research and development (“R&D”), engineering, and product marketing resources to continually roll out new and innovative products; and 6. strengthening