UNITED STATES

   SECURITIES AND EXCHANGE COMMISSION

   Washington, D.C. 20549

    FORM SD

     SPECIALIZED DISCLOSURE REPORT

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

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Section 1 – Conflict Minerals Disclosure

Item 1.01 – Conflict Minerals Disclosure and Report

Vishay Intertechnology, Inc. ("Vishay," the "Company," "we," "us," or "our") is a leading global manufacturer and supplier of discrete semiconductors and passive components.

Substantially all of our products utilize one or more of the minerals tantalum, tin, tungsten or gold—"conflict minerals" (as defined in Section 1, Item 1.01 (d)(3) of Form SD)—that are necessary to the functionality or production of such products.  Based on a "reasonable country of origin inquiry" Vishay knows or has reason to believe that a portion of its necessary conflict minerals originated or may have originated in the Democratic Republic of the Congo or an adjoining country (collectively, the "Covered Countries") and knows or has reason to believe that those necessary conflict minerals may not be from recycled or scrap sources.

Accordingly, Vishay designed its due diligence process regarding the source and custody of such conflict minerals, based upon the Organization for Economic Co-operation and Development ("OECD") Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, an internationally recognized due diligence framework. 

Vishay continues to work with industry groups, including the Electronic Industry Citizenship Coalition, and its supply chain partners to attempt to determine the country of origination of such materials.

In accordance with Rule 13p-1, Vishay has filed this Specialized Disclosure Form (Form SD) and the associated Conflict Minerals Report filed as an exhibit to this Form SD, and both reports are posted to our publicly available website at http://ir.vishay.com/sec-filings.  The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference in this Form SD.

Item 1.02 – Exhibit

Exhibit 1.02 is hereby incorporated into this item by reference.

Section 2 – Exhibits

Item 2.01 – Exhibits

 

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               Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 1.02

Vishay Intertechnology, Inc.

May 29, 2014

For the Year Ended December 31, 2013

This report for the year ended December 31, 2013 is presented to comply with Rule 13p-1 and Form SD (collectively, the "Rule") promulgated under the Securities Exchange Act of 1934, as amended.  The Rule was adopted by the Securities and Exchange Commission ("SEC") to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act").  The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products.  Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold ("3TG").  These requirements apply to registrants whatever the geographic origin of the conflict minerals and whether or not they fund armed conflict.

The report presented herein is not audited.

I.	Company overview

Vishay Intertechnology, Inc. ("Vishay," the "Company," "we," "us," or "our") is a leading global manufacturer and supplier of discrete semiconductors and passive components. Semiconductors include MOSFETs, diodes, and optoelectronic components. Passive components include resistive products, capacitors, and inductors. Discrete semiconductors and passive components are essential elements of virtually every type of electronic circuit. They support the microprocessor chips and other integrated circuits ("ICs") that coordinate and control the functions of electronic devices and equipment. Substantially all of our products contain 3TG.  Our products are more fully described in Item 1 of our Annual Report on Form 10-K filed with the SEC on February 19, 2014.

We are a major consumer of the world's annual production of tantalum, a metal used in the manufacturing of tantalum capacitors. There are few suppliers that process tantalum ore into capacitor grade tantalum powder.  Although most materials incorporated in our products are available from a number of sources, certain materials are available only from a relatively limited number of suppliers, the source for which may include the Covered Countries.

Vishay is a member of the Electronic Industry Citizenship Coalition ("EICC") and Conflict Free Sourcing Initiative ("CFSI") and fully supports the position of these organizations in avoiding the use of 3TG which directly or indirectly finance or benefit armed groups in the Covered Countries.  As such, our position is in full compliance with the EICC's Electronic Industry Code of Conduct.

 

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Our RCOI included only our manufactured products and excluded our buy/resale business, in which we do not manufacture or contract to manufacture products, as permitted by the Rule.

 

Vishay Intertechnology is working toward the elimination of conflict minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of Congo ("DRC") or adjoining countries from its supply chain.  Vishay's ultimate goal is to have a supply chain that consists of material that is DRC Conflict Free.

As part of this policy, Vishay will:

 

Vishay expects its first tier suppliers of 3TG ("In-scope Suppliers") to:

 

In-scope Suppliers who are not in compliance with these requirements will be reviewed in order for us to determine the extent to which Vishay will continue to do business with those Suppliers.  Vishay Intertechnology will terminate business with any In-scope Supplier if we determine that the Supplier's sourcing of 3TG are directly or indirectly financing armed groups in the DRC or adjoining countries.

II.	RCOI Process and results

Vishay's reasonable country of origin inquiry ("RCOI") employed a combination of measures to determine whether the necessary 3TG in Vishay's products originated from the Covered Countries.  Vishay's supply chain is complex and there are multiple tiers between the Company and the mine.  Vishay relies on its In-scope Suppliers to provide information on the origin of the 3TG contained in components which are included in the Company's products.  Vishay's primary means of determining country of origin of necessary 3TG was by conducting a supply-chain survey with In-scope Suppliers using the CFSI Conflict Minerals Reporting Template and RCOI data from the CFSI.

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Vishay conducted a survey of all potential In-scope Suppliers of 3TG.  Vishay obtained survey responses from In-scope Suppliers representing 80% of the dollar value of 2013 in-scope procurement activities.  Based on the survey responses obtained, we have reason to believe that some of our supplies of 3TG may have originated in the Covered Countries, some from outside of the Covered Countries, some from recycled/scrap materials, and some from sources that are currently unknown.

As we do not typically have a direct relationship with 3TG smelters and refiners, we rely on the tools available to members of the EICC and CFSI to disclose upstream actors in the supply chain.

There is significant overlap between our RCOI efforts and our due diligence process.

III.	Due Diligence Process

Our due diligence measures have been designed to conform, in all material respects, with the framework in the OECD Framework and related Supplements for gold, tantalum, tin, and tungsten. 

a.	Company Management Systems

i.

Policy

Our Conflict Minerals Policy is summarized above under "Company Overview" and is also available on our website at www.vishay.com.

The content of any website referred to in this Conflict Minerals Report is included for general information only and is not incorporated by reference in this Conflict Minerals Report.

ii.	Communication with In-scope Suppliers

In-scope Suppliers are one of the key components in the execution of the Vishay's 3TG program.  As such, Vishay has specified its expectations of the Supplier through the following sources:

 

iii.	Education of Personnel

Vishay has educated key personnel involved in the procurement of materials on the Company's Conflict Minerals Policy and Program.  Vishay has established a management system for 3TG.  Our management system includes a core team of the vice president-level management and is sponsored by executive vice president-level management.  Executive management is briefed about the results of our due diligence efforts and provides feedback and direction to the core Conflict Minerals management team.

If agreed with Supplier, Vishay provides training or meetings to communicate Vishay's expectations under the Company's Conflict Minerals Policy and Program and to explain any issues that may arise.  From time to time, Vishay may also provide reference material to its In-scope Suppliers in order to help them comply with Vishay and industry requirements.

iv.	Tracking mechanisms

Vishay uses a third-party software system to distribute, track, collect, analyze, and assign risk assessment metrics to Supplier responses.

v.	Whistleblower mechanisms

In the event that a Vishay employee, supplier, or customer has a concern regarding the accuracy of information relative to 3TG, they are directed to contact their supervisor or purchasing or sales contact respectively regarding their concern.  If such contact is not possible or practical, the employee, supplier, or customer is instructed to contact Vishay's ethics hotline.  The contact information for the ethics hotline is available at http://www.vishay.com/company/ethics/.

This policy has been communicated to affected employees and suppliers via email.

b.	Identify and assess risks in the supply chain

All 3TG In-scope Suppliers are loaded into the Company Conflict Mineral software.  The software sends CFSI questionnaires and analyzes the responses according to internally defined red flags.  Vishay's purchasing team works with its In-scope Suppliers to address any identified red flags.  Unresolved red flags are escalated to the 3TG management team.  Such suppliers are designated internally as "Red Flag Suppliers."

The smelters and refiners identified by Vishay's In-scope Suppliers are then consolidated into one smelters and refiners list.  The origin and mine information obtained from the Supplier surveys and from external resources, such as the CFSI, are used in our reasonable country of origin procedures.

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Vishay's smelters and refiners list is checked against internal criteria to identify if the smelter or refiner could potentially be sourcing from the Covered Countries and be benefiting armed conflict.

Smelters and refiners identified on our consolidated list that do not meet the internal criteria are considered to present a risk of possibly not being DRC Conflict Free and are subject to Vishay's risk mitigation procedures.

As an active member of the EICC and CFSI, Vishay communicates to its In-scope Suppliers the requirement that at-risk smelters and refiners should be independently certified.

c.	Design and implement strategy to respond to identified risks

Red Flag Suppliers, smelters and refiners not on the EICC Standard Smelter list, smelters and refiners with unknown country sourcing, and other smelters and refiners that are considered to present risk (collectively, "Identified Risk Entities") are all subject to Vishay's risk mitigation procedures.  Vishay tailors its risk mitigation procedures for each Identified Risk Entity based on the individual Identified Risk Entity's facts and circumstances.  The risk mitigation procedures for Identified Risk Entities generally include the following procedures:

1.	Establish a defined time period that the Identified Risk Entity will work with Vishay's purchasing department to mitigate its identified risks.

2.	Work with CFSI to obtain additional information or certifications.

3.

Conduct formal reviews of Identified Risk Entities that do not mitigate their identified risks by the established deadline date.  The 3TG management team will then implement one or more of the following actions for Identified Risk Entities that cannot be verified to not directly or indirectly benefit armed rebels through their 3TG sourcing:

a.	Grant additional time to mitigate the identified risk;

b.	Develop a long-term improvement plan with the supplier;

c.	Suspend purchasing activities from the In-scope Supplier that has red flags and/or sources from the Identified Risk Entity;

d.	Establish a phase-out plan for the In-scope supplier that has red flags and/or sources from the Identified Risk Entity.

4.	If it is determined that the Identified Risk Entity has or likely has directly or indirectly benefited armed rebels through their 3TG sourcing, the 3TG management team will then implement one or more of the following actions:

a.	Require that the affected In-scope Supplier remove the smelter or refiner that is an Identified Risk Entity from Vishay's supply chain; or

b.	Terminate purchasing activities with the In-scope Supplier if the Supplier does not remove the smelter or refiner that is an Identified Risk Entity from its supply chain.

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The 3TG management team maintains records of its actions as well as tracks several metrics used to monitor the effectiveness of its risk management procedures.  The status and results of the risk management procedures are reviewed with senior management semi-annually.  Vishay updates its supplier determinations and risk management procedures semi-annually.

d.	Audits of smelters' and refiners' due diligence processes

Vishay will rely on third party audit results from the EICC, CFSI, London Bullion Market Association, Responsible Jewelry Council, and the Tungsten Industry – Conflict Minerals Council to satisfy the verification of due diligence according to the OECD guidelines and third party audit requirements for high risk smelters and refiners to certify which smelters or refiners are DRC Conflict Free.

IV.

Reporting

a.	Future Steps to be taken

Vishay continues to work with industry groups, including the EICC and CFSI, and its In-scope Supply chain partners to enable it to assess the origination and chain of custody of materials in its supply chain.

We expect to take the following steps to improve the due diligence conducted to further mitigate the risk that necessary 3TG in our products could possibly benefit armed groups in the Covered Countries:

1.	Work to increase the response rate of suppliers to our due diligence inquiries.

2.	Request In-scope Suppliers to require at risk smelters or refiners to obtain a Conflict Free designation from an industry program such as the CFSI.

3.	Continue to validate In-scope Supplier responses using information collected from independent conflict free smelter validation programs such as the CFSI, to which we provide financial support.

b.	Exclusion of acquired entities

In accordance with the Rule, entities acquired during the reporting period are excluded from the scope of this Conflict Minerals Report.  This includes MCB Industrie S.A., a French manufacturer of resistors, acquired by Vishay on June 13, 2013.  Substantially all of MCB's products utilize one or more 3TG necessary to the functionality or production of such products.  The products manufactured by MCB will be covered commencing with Vishay's Conflict Minerals report for 2014.

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c.

Results

The initial and subsequent responses from Vishay's In-scope Suppliers in our reasonable country of origin procedures did not contain sufficient information to determine the country of origin of all of the 3TG that are necessary to the functionality of all of the products that Vishay manufactured in 2013.

As of April 9^th 2014 our smelters and refiners identified by our suppliers are listed below: