8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

March 5, 2012

Date of Report (Date of earliest event reported)

DIODES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	002-25577	95-2039518
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4949 Hedgcoxe Road, Suite 200 Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

(972) 987-3900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On March 5, 2012, a Company representative attended Raymond James 33^rd Annual Institutional Investors Conference and held a presentation meeting. A copy of the presentation slides is attached as Exhibit 99.1 to this Report.

The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.

In the presentation, the Company utilized financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide stockholders with an alternative method for assessing our operating results in a manner that enables stockholders to more thoroughly evaluate our current performance as compared to past performance. We also believe these non-GAAP measures provide stockholders with a more informed baseline for modeling the Company’s future financial performance. Our management uses these non-GAAP measures for the same purpose. We believe that our stockholders should have access to, and that we are obligated to provide, the same set of tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. See Exhibit 99.1 to the Company’s Form 8-K, filed on February 14, 2012 for definitions of the non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these non-GAAP financial measures are useful to stockholders. In addition, in Exhibit 99.1 to the Company’s Form 8-K, filed on February 14, 2012, we have provided tables to reconcile the non-GAAP financial measures utilized to GAAP financial measures.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained in the accompanying slides attached as exhibits to this Report, the matters set forth therein are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but are not limited to, such factors as the Company’s’ business and growth strategy; the introduction and market reception to new product announcements; fluctuations in product demand and supply; prospects for the global economy; continued introduction of new products; the Company’s ability to maintain customer and vendor relationships; technological advancements; impact of competitive products and pricing; growth in targeted markets; successful integration of acquired companies and/or assets; the Company’s ability to successfully make additional acquisitions; risks of domestic and foreign operations, including excessive operation costs, labor shortages and joint venture prospects; unfavorable currency exchange rates; availability of tax credits; the Company’s ability to maintain its current growth strategy or continue to maintain its current performance and loadings in manufacturing facilities; our future guidance may be incorrect; the global economic weakness may be more severe or last longer than Company currently anticipate; and other information detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the presentation slides. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Presentation Slides for Raymond James 33rd Annual Institutional Investors Conference in Orlando, Florida on March 5, 2012.

SIGNATURES

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.

Dated: March 5, 2012	DIODES INCORPORATED
	By	/s/ Richard D. White RICHARD D. WHITE
		Chief Financial Officer

EX-99.1

Raymond James 33

rd

Annual Institutional Investors

Conference Orlando, FL

March 5-6, 2012

Exhibit 99.1

Safe Harbor Statement

Page 2

Any statements set forth herein that are not historical facts are forward-looking statements that involve risks and uncertainties that

could cause actual results to differ materially from those in the forward-looking statements.

Potential

risks

and

uncertainties

include,

but

are

not

limited

to,

such

factors

as

Diodes’

business and growth strategy; the

introduction and market reception to new product announcements; fluctuations in product demand and supply; prospects for the

global

economy;

continued

introduction

of

new

products;

Diodes’

ability to maintain customer and vendor relationships;

technological advancements; impact of competitive products and pricing; growth in targeted markets; successful integration of

acquired

companies

and/or

assets;

Diodes’

ability to successfully make additional acquisitions; risks of domestic and foreign

operations,

including

excessive

operation

costs,

labor

shortages

and joint venture prospects; unfavorable currency exchange

rates;

availability

of

tax

credits;

Diodes’

ability to maintain its current growth strategy or continue to maintain its current

performance and loadings in manufacturing facilities; our future guidance may be incorrect; the global economic weakness may

be

more

severe

or

last

longer

than

Diodes

currently

anticipate;

and

other

information

detailed

from

time

to

time

in

filings

with

the

United States Securities and Exchange Commission.

This presentation also contains non-GAAP measures.  See the Company’s press release on February 8, 2012 titled, “Diodes

Incorporated

Reports

Fiscal

2011

and

Fourth

Quarter

Financial

Results”

for

detailed

information

related

to

the

Company’s

non-

GAAP measures and a reconciliation of GAAP net income (loss) to non-GAAP net income (loss). 

Management Representative

Page 3

Dr. Keh-Shew Lu

President and CEO

President and CEO   Since 2005

Director –

Diodes            10 years

Texas Instruments           27 years

Experience:

Senior Vice President of TI Worldwide Analog and Logic

Senior Vice President of TI Worldwide Memory

President

of

Texas

Instruments

–

Asia

Education:

Master's Degree and Doctorate in Electrical Engineering

Texas Tech University

Bachelor's Degree in Engineering

National

Cheng

Kung

University

-

Taiwan

Company Representative

Page 4

Laura Mehrl

Director of Investor Relations

Since May 2010

Experience:

Director of Investor Relations, Diodes Incorporated, Plano, Texas

Senior Business Development Manager, STMicroelectronics, Carrollton, 

Texas

Sales Director for Analog Devices Inc., Shanghai, China

Product Marketing Manager at Texas Instruments (TI), Dallas, Texas

Senior Engineer at Lattice Semiconductor Inc., Hillsboro, Oregon

Wafer fab design engineer and product engineer at TI, Lubbock, Texas

Education:

BS in Electrical and Computer Engineering, University of Iowa

MBA

with

concentration

in

International

Marketing,

Texas

Tech

University

Page 5

A leading global manufacturer and

supplier of high-quality application

specific, standard products

the broad discrete, logic and analog

markets, serving the computing,

consumer, industrial,

communications

and automotive

segments.

About Diodes Incorporated

within

Business Objective

To consistently achieve

above-market profitable growth, 

utilizing our innovative and

cost-effective packaging technology,

suited for high volume, high growth

markets by leveraging process expertise

and design excellence to deliver high

quality semiconductor products

Page 6

2011 Total Semiconductor Market ($300 bn)

Significant Market Opportunity

Page 7

Diodes Growth Strategy

Page 8

Many Paths for Growth:

Product portfolio

Product arena

Product line expansion

Performance enhancement

Application space

Targeted end equipments

Broad customer base

Increased product

coverage

Packaging breadth

Broad packaging portfolio

Increased power density

Small form factor

2006

2010

Product Portfolio Progression

Page 9

Discrete

Diodes

MOSFETs

Rectifiers

Transistors

Protection Devices

Analog

Power Management

Power Switches

Standard Linear

Sensors

LED Drivers

Logic

Low Voltage CMOS

High Speed CMOS

Advanced Ultra-Low

Power CMOS

Performance Enhancement

Page 10

Diodes’

product upgrade has expanded our SAM

SBR

(Super

Barrier

Rectifiers) (Vb < 400v)

DIOFET

(Low R

DS(on)

, Vb < 100V)

CMOS LDO

(Low power)

DC-DC

(Asynchronous, high

current)

SKY Rectifiers

MOSFETs

Bipolar LDO

DC-DC

(Asynchronous)

DIODESTAR    Rectifiers

(Vb > 600v)

DIODESTAR    MOSFETs

(Ultra low R

DS(on)

, Vb > 600V)

Low Noise LDO

DC-DC

(Synchronous, with

low & high current)

TM

TM

TM

®

Efficiency, Functionality and Control for Smart Phones

Page 11

LCD Backlighting

LED Drivers

Boost Converters

Schottky Diodes

LCD / OLED Display Bias

LCD Bias ICs

OLED Bias ICs

Schottky Diodes

LED Flash Module

Camera Flash Drivers

ZXMN series MOSFETs

Keypad Backlighting

LED Drivers

Boost Converters

Schottky Diodes

System Voltage Conversion

Low Dropout Regulators

DC-DC Converters

Schottky Diodes

Low-Saturation Bipolar Transistors

GPS Antenna Detection

Current Monitors

Flip / Slide Detection

Hall Effect Sensors

Hall Effect Drivers

Battery Power Management

USB Power Switches

Current Monitors

Charger ICs

Low-Saturation Bipolar Transistors

ZXMP series MOSFETs

RF Power Amplifier

Low Dropout Regulators

Strong Relationships Drive LCD/LED TV Product Roadmaps

Page 12

LCD Display Buffer

40V High-gain BJT

System Power Conversion

Low Dropout Regulators

DC-DC Converters

Voltage References

Synchronous MOSFET Controllers

40V/100V SBR and Schottkys

Bridge Rectifier Diodes

LCD LED Backlighting

Current Monitors

400V High-gain NPN BJT

60V/100V High-gain NPN BJT

60V/100V N-channel MOSFETS

CCFL Backlighting

30V Low On-resistance MOSFETs

System Interface

USB Power Switches

Zener and TVS Arrays

System Power Management

Buck DC-DC Converters

Low Dropout Regulators

20V/30V/40V SBR®

and Schottkys

30V P-Channel MOSFETs

30V Low-saturation PNP BJT

Antenna Tuner

DC-DC Converters

40V Schottkys

Audio Amplifier

Buck DC-DC Converters

Schottky Diodes

SBR

Product Breadth and Performance for Computing Platforms

Page 13

LCD / LED Backlighting

LED Drivers

Boost Converters

Schottky Diodes

Battery Power Management

Current Monitors

Load Switches

Low-Saturation BJT

ZXMP series MOSFETs

System Voltage Conversion

Low Dropout Regulators

DC-DC Converters

Schottky Diodes

Low-Saturation BJT

Open / Close Detection

Hall Effect Sensors

Hall Effect Drivers

System Power Management

Buck DC-DC Converters

Low Dropout Regulators

Super Barrier Rectifiers

Schottky Diodes

P-Channel MOSFETs

Low-Saturation BJT

System Interface

USB Power Switches

Zener and TVS Arrays

Audio Amplifier

Buck DC-DC Converters

Schottky Diodes

Super Barrier Rectifiers

Wireless Connectivity

DC-DC Converters

Low Dropout Regulators

Page 14

Packaging Focus: Miniaturization and Power Efficiency

TO252

TO220/263/

ITO220S

SOT223

SIP-3/4

SOT89

SOT666

SOT953/963

SOT26/363

SOT25/353

SOT143/SC82

PD-5

PM-III

PD-323

PD-123

Power DI

5060

SOT23F

SOT23/523

SC59

SOD-323F

SOD123/323

SOD323F

QFN 3~16 pin

0.4mm DFN

0.3mm DFN

DFN1006-2

DFN0603-2

SOIC14

SOLAR

PowerDI-5SP

TSOT23-3

WL-CSP

TSSOP14/16

DFN0806-3

DFN1114-3

Pyramid Stack

DFN5060-4

Bridge

SOIC-16

QSOP16/20L

MSOP8/10

SOIC8

TSSOP8

TSOT23-5/6

Page 15

Packaging Focus: Miniaturization and Power Efficiency

Power Efficiency

Miniaturization

DFN 0603-2 Possibly

the smallest Discrete

semiconductor package.

Compared to a TO252, the

PowerDI

®

5 package delivers

twice the power density from     

a 55% smaller footprint.

PowerDI

®

5

TO252

Efficient Manufacturing + Superior Processes

Page 16

Shanghai-based packaging with capacity

approximately 28 billion units

Flexible and optimized manufacturing

process = low packaging cost

Additional packaging facilities in

Neuhaus, Germany and JV in Chengdu,

China

Bipolar process technology for

discrete and ICs

High volume 5”

and 6”

wafer fab in

Kansas City, Missouri for discretes

6”

Wafer fab in Oldham, United Kingdom

Strong engineering capabilities

Packaging

Wafer Fabs

Economies of Scale: Production Units in Shanghai (bn)

8.2bn

11.8bn

15.4bn

16.7bn

5.4bn

2.1bn

3.4bn

1.3bn

16.0bn

20.3bn

Capex Model = 10% -

12% of Revenue

23.2bn

25.3bn

27.8bn

Collaborative Customer Relationships

Page 17

Annual Revenue Growth Rates

Outperforming the Industry

Page 18

2003 to 2011 Growth

Diodes Inc.:          21 %

SAM Industry:      4.4%

Industry (Discrete + Analog)

*Acquisition Years

Revenue Growth

( In millions )

137

186

215

343

401

433

434

613

+41%

635

+3.6%

0

100

200

300

400

500

600

700

2003

2004

2005

2006

2007

2008

2009

2010

2011

Revenue Profile –

4Q2011

By Channel

By Region

By Segment

Page 20

11%

78%

11%

Asia Pacific

Europe

North America

50%

50%

Distribution

OEM / EMS

28%

19%

16%

34%

3%

Industrial

Consumer

Communications

Automotive

Computing

Page 21

Year 2011 Highlights

Revenue

increased

to

a

record

$635.3

million,

an

increase

of

3.6

percent

over the $612.9 million in 2010;

Gross profit was 193.7 million compared to $224.9 million in 2010;

Gross margin 30.5 percent compared to 36.7 percent in 2010;

GAAP net income was $50.7 million, or $1.09 per diluted share, compared

to $76.7 million, or $1.68 per diluted share in 2010; achieved 21 consecutive

years of profitability;

Non-GAAP adjusted net income was a $58.0 million, or $1.24 per diluted

share, compared to $82.9 million, or $1.82 per diluted share in 2010;

Achieved $61.7 million cash flow from operations. Excluding certain tax

accounting

adjustments

related

to

the

Convertible

Senior

Notes’

retirement,

adjusted cash flow from operation was $77 million.  Net cash flow was a

negative ($141.4) due to the retirement of the Convertible Senior Notes.

Fourth Quarter 2011 Financial Performance

Page 22

(In millions except per share) 

Revenue Growth (Q-Q)

EBITDA(Non-

GAAP)

Revenue

$163.8

$160.6

$143.3

($20.5)

($17.3)

0.4%

(5%)

(10.8%)

(12.5%)

(10.8%)

Gross Profit

$62.6

$45.2

$35.5

($27.1)

($9.7)

Gross Margin %

38.3%

28.1%

24.8%

(1350bp)

(330bp)

Operating Profit

$32.2

$13.4

$4.9

($27.3)

($8.5)

Net Income

$24.0

$10.0

$3.1

($20.9)

($6.9)

Earning per Share

$0.52

$0.21

$0.07

($0.45)

($0.14)

Cash Flow from Operations

$28.0

$17.0

($3.0)

($31.0)

($20.0)

$46.7

$29.2

$19.7

($27.0)

($9.5)

4Q10

3Q11

Y/Y

Q/Q

4Q11

Balance Sheet

Page 23

Sept 30, 2011

Cash

$271

$125

$130

Inventory

$121

$139

$140

Current Assets

$429

$427

Total Assets

$847

$774

$793

Convertible Notes ST/LT

$128

$0.236

0

Other Long-term Debt

$  3

$  3

$  3

Total Liabilities

$294

$156

$144

Total Equity

$553

$617

$649

Dec 31, 2011

Dec 31, 2010

(adjusted)

In millions

$541

Strategy: Profitable Growth

Page 24

Thank you

Company Contact:

Diodes Incorporated

Laura Mehrl

Director of Investor Relations

P: 972-987-3959

E: laura_mehrl@diodes.com

Investor Relations Contact:

Shelton Group

Leanne K. Sievers

EVP, Investor Relations

P: 949-224-3874

E: lsievers@diodes.com

www.diodes.com