8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2015

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)	(IRS Employer Identification No.)
4949 Hedgcoxe Road, Suite 200, Plano, TX		75024
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 987-3900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

¨ 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))

EXPLANATORY NOTE

This Current Report on Form 8-K/A is being filed with the Securities and Exchange Commission (the “Commission”) in order to amend the following Current Reports on Form 8-K of Diodes Incorporated (the “Company”):

• Current Report on Form 8-K filed by the Company with the Commission on November 25, 2015 (the “November 25 Form 8-K”) regarding the completion of the acquisition of Pericom Semiconductor Corporation (the “Pericom acquisition”);

• Current Report on Form 8-K/A filed by the Company with the Commission on February 10, 2016 (the “February 10 Form 8-K/A”) that amended the November 25 Form 8-K and provided , in accordance with Item 9.01(a)(4) of Form 8-K, the historical audited financial information and unaudited pro forma financial information required to be filed in connection with the Pericom acquisition;

• Current Report on Form 8-K filed by the Company with the Commission on February 16, 2016 (the “February 16 Form 8-K”) that furnished the press release announcing the Company’s financial results at, and for the quarterly period and fiscal year ended, December 31, 2015; and

• Current Report on Form 8-K filed by the Company with the Commission on February 22, 2016 (the “February 22 Form 8-K”) that furnished the transcript of the conference call that discussed the Company’s financial results at, and for the quarterly period and fiscal year ended, December 31, 2015, and the Company’s updated corporate presentation slides.

This Current Report on Form 8-K/A is also being filed in order to furnish the New Release (as defined below).

Item 2.02 Results of Operations and Financial Condition.

On March 11, 2016, the Company issued a press release (the “New Release”) and updated corporate presentation slides (the “New Slides”), in each case, revising its financial results at, and for the quarterly period and fiscal year ended, December 31, 2015, which financial results had been (1) announced in a press release dated February 16, 2016, (the “Old Release”) which was furnished with the February 16 Form 8-K being amended hereby, (2) discussed in a conference call held on February 16, 2016, the transcript of which (the “Transcript”) was furnished with the February 22 Form 8-K being amended hereby, and (3) included in the Company’s updated corporate presentation slides (the “Old Slides”), which were furnished with the February 22 Form 8-K being amended hereby. A copy of the New Release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference. A copy of the New Slides are attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference. Any and all references in the New Release and the New Slides to the Company’s business outlook are intended to be within the safe harbor provided by the Private Securities Litigation Reform Act of 1995 (the “Act”) as comprising forward looking statements within the meaning of the Act

In the New Release, the Company utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide investors with an alternative method for assessing the Company’s operating results in a manner that enables investors to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide investors with a more informed baseline for modeling the Company’s future financial performance. Management uses these non-GAAP measures for the same purpose. The Company believes that investors should have access to the same set of tools that management uses in analyzing 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 and may differ from similar measures used by other companies. See Exhibit 99.1 for a description and reconciliation with GAAP of the non-GAAP measures used.

The Old Release, the Transcript and the Old Slides provided an update on the Company’s business outlook, that is intended to be within the safe harbor provided by the Act as comprising forward looking statements within the meaning of the Act, and the information in the New Release and the New Slides does not affect that forward looking business outlook.

The information furnished in this Item 2.02, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

Item 7.01 Regulation FD Disclosure.

The transcript of the earnings conference call (the “Transcript”) furnished as Exhibit 99.1 to the February 22 Form 8-K contained information that has been superseded by the New Release and should be read, if at all, in conjunction with the New Release. The Transcript also provided an update on the Company’s business outlook, that is intended to be within the safe harbor provided by the Act as comprising forward looking statements within the meaning of the Act and the information in the New Release and the New Slides does not affect that forward looking business outlook.

Item 8.01 Other Events.

The copy of the Company’s corporate presentation slides attached as Exhibit 99.2 to the February 22 Form 8-K (the “Prior Slides”) contained information that has been superseded by the New Slides attached as Exhibit 99.2 to this report and the Prior Slides should be viewed, if at all, in conjunction with the New Release and the New Slides. To the extent that the New Slides explicitly or implicitly refer to the Company’s business outlook, any such reference is intended to be within the safe harbor provided by the Act as comprising forward looking statements within the meaning of the Act.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The following pro forma financial information and related notes are filed herewith as Exhibit 99.3 and shall be deemed to amend and restate in their entirety the pro forma financial information and related notes which were filed as Exhibit 99.3 to the February 10 Form 8-K/A:

• Unaudited pro forma condensed combined balance sheet as of September 30, 2015 and accompanying explanatory notes;

• Unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2014 and accompanying explanatory notes; and

• Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2015 and accompanying explanatory notes.

The unaudited pro forma condensed combined financial information is presented for informational purposes only. The pro forma data is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the Pericom acquisition as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the consolidated company.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated March 11, 2016
99.2	Updated corporate presentation slides
99.3	Unaudited pro forma financial information

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 11, 2016	DIODES INCORPORATED
	By	/s/ Richard D. White
		Richard D. White
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Diodes Incorporated Reports Revised Fourth Quarter 2015 GAAP EPS of ($0.10)

Previously Reported Non-GAAP EPS of $0.14 Remains Unchanged

Plano, Texas—March 11, 2016—(BUSINESS WIRE)—Diodes Incorporated (NASDAQ: DIOD), a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets, today announced a revision to its unaudited financial results for its fiscal fourth quarter and fiscal year ended December 31, 2015, as originally reported on February 16, 2016.

In March 2016, subsequent to the Company’s February 16, 2016 unaudited fiscal fourth quarter 2015 earnings release but prior to the filing of its audited Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company revised its initial acquisition accounting related to the stock awards and change-in-control agreements for Pericom employees. The effect was to reduce amounts previously included in the purchase price of Pericom and goodwill in the balance sheet by approximately $12 million and reduce fourth quarter 2015 net income as reported under U.S. generally accepted accounting principles (“GAAP”) by approximately $5.5 million. For the fourth quarter, GAAP net income per diluted share was initially reported at $0.01 per share. GAAP net income has been revised to a net loss of $0.10 per share. Non-GAAP net income did not change, remaining at $0.14 per diluted share.

We have included a reconciliation between revised GAAP net income and non-GAAP net income in the supplemental financial data attached below. The adjustment to reconcile the previously released GAAP net income to non-GAAP net income for the affected periods is shown in the line item titled, “Employee award costs.”

The revised unaudited financial statements reflecting the changes are also attached to this press release. The Company’s previously released first quarter 2016 non-GAAP guidance is not affected by this change.

About Diodes Incorporated

Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index company, is a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic, analog and mixed-signal semiconductor markets. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. Diodes’ products include diodes, rectifiers, transistors, MOSFETs, protection devices, function-specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power management devices, including LED drivers, AC-DC converters and controllers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. Diodes’ corporate headquarters and Americas’ sales office are located in Plano, Texas and Milpitas, California. Design, marketing, and engineering centers are located in Plano; Milpitas, California; Taipei, Taiwan; Taoyuan City, Taiwan; Zhubei City, Taiwan; Manchester, England; and Neuhaus, Germany. Diodes’ wafer

fabrication facilities are located in Kansas City, Missouri and Manchester, with an additional facility located in Shanghai, China. Diodes has assembly and test facilities located in Shanghai, Jinan, Chengdu, and Yangzhou, China, as well as in Hong Kong, Neuhaus and in Taipei. Additional engineering, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Manchester; Shanghai; Shenzhen, China; Seongnam-si, South Korea; and Munich, Germany, with support offices throughout the world.

On November 24, 2015, Diodes Incorporated acquired Pericom Semiconductor Corporation with headquarters in Milpitas, California, and with design centers and technical sales and support offices globally. Pericom enables serial connectivity with the industry’s most complete solutions for the computing, communications, consumer and embedded market segments. Pericom’s analog, digital and mixed-signal integrated circuits, along with its frequency control products are essential in the timing, switching, bridging and conditioning of high-speed signals required by today’s ever-increasing speed and bandwidth demanding applications.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above 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. Such statements include statements regarding our expectation that the first quarter 2016 non-GAAP guidance is not affected by this the revision to our financial results for the fourth fiscal quarter and fiscal year ended December 31, 2015. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that such expectations may not be met; the risk that our disclosure controls and procedures and internal control over financial reporting may not be effective; the risk that the expected benefits of acquisitions may not be realized; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs and loadings in our manufacturing facilities; risks of domestic and foreign operations, including excessive operation costs, labor shortages, higher tax rates and our joint venture prospects; the risk of unfavorable currency exchange rates; our future guidance may be incorrect; the global economic weakness may be more severe or last longer than we currently anticipated; breaches of our information technology systems; the possibility that no shares will be repurchased; the risk that the expected benefits of share repurchases will not be realized; and other information including the “Risk Factors,” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission.

Recent news releases, annual reports and SEC filings are available at the Company’s website: http://www.diodes.com. Written requests may be sent directly to the Company, or they may be e-mailed to: diodes-fin@diodes.com.

Company Contact:	Investor Relations Contact:
Diodes Incorporated	Shelton Group
Laura Mehrl	Leanne Sievers
Director of Investor Relations	EVP, Investor Relations
P: 972-987-3959	P: 949-224-3874
E: laura_mehrl@diodes.com	E: lsievers@sheltongroup.com

2

The following is a summary reconciliation of GAAP net income to non-GAAP net income and per share data, net of tax (in thousands, except per share data):

		Three Months Ended
		December 31, 2015
GAAP net loss		$	(4,773	)
GAAP loss per share		$	(0.10	)
Adjustments to reconcile net loss to Non-GAAP net income:
M&A Activities
Pericom			9,610
Inventory adjustment	2,907
Transaction costs	216
Retention costs	86
Amortization of acquisition related intangible assets	903
Employee award costs	5,498
Others			1,478
Amortization of acquisition related intangible assets	1,478
Severance			419
Non-GAAP net income		$	6,734
Non-GAAP diluted earnings per share		$	0.14

3

The following is a summary reconciliation of GAAP net income to non-GAAP net income and per share data, net of tax (in thousands, except per share data):

		Twelve Months Ended
		December 31, 2015
GAAP net income		$	24,274
GAAP diluted earnings per share		$	0.49
Adjustments to reconcile net income to Non-GAAP net income:
M&A Activities
Pericom			10,365
Inventory adjustment	2,907
Transaction costs	971
Retention costs	86
Amortization of acquisition related intangible assets	903
Employee award costs	5,498
Others			6,037
Retention costs	70
Amortization of acquisition related intangible assets	5,967
Impairment loss on long-lived assets			1,250
Severance			419
Non-GAAP net income		$	42,345
Non-GAAP diluted earnings per share		$	0.86

4

DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
NET SALES	$	214,381		$	223,671		$	848,904		$	890,651
COST OF GOODS SOLD		160,784			153,009			600,321			613,372
Gross profit		53,597			70,662			248,583			277,279
OPERATING EXPENSES
Selling, general and administrative		40,963			34,183			139,245			133,701
Research and development		16,383			12,571			57,027			52,136
Amortization of acquisition related intangible assets		2,966			1,954			8,596			7,914
Loss (gain) on fixed assets		57			(67	)		1,613			(983	)
Total operating expenses		60,369			48,641			206,481			192,768
(Loss) income from operations		(6,772	)		22,021			42,102			84,511
OTHER INCOME (EXPENSES)
Interest income		311			312			1,006			1,470
Interest expense		(1,630	)		(843	)		(4,232	)		(4,332	)
Gain (loss) on securities carried at fair value		545			(410	)		400			1,364
Other		693			2,113			1,319			2,979
Total other expenses		(81	)		1,172			(1,507	)		1,481
(Loss) income before income taxes and noncontrolling interest		(6,853	)		23,193			40,595			85,992
INCOME TAX PROVISION		(2,097	)		5,988			14,082			20,359
NET (LOSS) INCOME		(4,756	)		17,205			26,513			65,633
Less: NET INCOME attributable to noncontrolling interest		(17	)		(540	)		(2,239	)		(1,955	)
NET (LOSS) INCOME attributable to common stockholders	$	(4,773	)	$	16,665		$	24,274		$	63,678
(LOSS) EARNINGS PER SHARE attributable to common stockholders
Basic	$	(0.10	)	$	0.35		$	0.50		$	1.35
Diluted	$	(0.10	)	$	0.34		$	0.49		$	1.31
Number of shares used in computation
Basic		48,495			47,587			48,210			47,184
Diluted		48,495			48,739			49,500			48,594

5

DIODES INCORPORATED AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME

(in thousands, except per share data)

(unaudited)

For the three months ended December 31, 2015:

	COGS		Operating Expenses		Income Tax Provision			Net (Loss) Income
Per-GAAP								$	(4,773	)
Loss per share (Per-GAAP)								$	(0.10	)
Adjustments to reconcile net income to Non-GAAP net income:
M&A Activities
Pericom									9,610
Inventory adjustment		3,060				(153	)		2,907
Transaction costs				332		(116	)		216
Retention costs				132		(46	)		86
Amortization of acquisition related intangible assets				1,101		(198	)		903
Employee award costs		253		7,613		(2,368	)		5,498
Others									1,478
Amortization of acquisition related intangible assets				1,866		(388	)		1,478
Severance				645		(226	)		419
Non-GAAP								$	6,734
Diluted shares used in computing earnings per share									49,518
Non-GAAP earnings per share
Diluted								$	0.14

Note: Included in GAAP and Non-GAAP net (loss) income was approximately $2.5 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and Non-GAAP diluted earnings per share would have improved by $0.05 per share.

6

DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME – Cont.

(in thousands, except per share data)

(unaudited)

For the three months ended December 31, 2014:

	Operating Expenses		Income Tax Provision			Net Income
Per-GAAP						$	16,665
Earnings per share (Per-GAAP)
Diluted						$	0.34
Adjustments to reconcile net income to Non-GAAP net income:
Retention costs		125		(19	)		106
Amortization of acquisition related intangible assets		1,954		(392	)		1,562
Non-GAAP						$	18,333
Diluted shares used in computing earnings per share							48,739
Non-GAAP earnings per share
Diluted						$	0.38

7

DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME – Cont.

(in thousands, except per share data)

(unaudited)

For the twelve months ended December 31, 2015:

	COGS		Operating Expenses		Income Tax Provision			Net Income
Per-GAAP								$	24,274
Earnings per share (Per-GAAP)
Diluted								$	0.49
Adjustments to reconcile net income to Non-GAAP net income:
M&A Activities
Pericom									10,365
Inventory adjustment		3,060				(153	)		2,907
Transaction costs				1,493		(522	)		971
Retention costs				132		(46	)		86
Amortization of acquisition related intangible assets				1,101		(198	)		903
Employee award costs		253		7,613		(2,368	)		5,498
Others									6,037
Retention costs				83		(13	)		70
Amortization of acquisition related intangible assets				7,496		(1,529	)		5,967
Impairment loss on long-lived assets				1,470		(220	)		1,250
Severance				645		(226	)		419
Non-GAAP								$	42,345
Diluted shares used in computing earnings per share									49,500
Non-GAAP earnings per share
Diluted								$	0.86

Note: Included in GAAP and non-GAAP adjusted net income was approximately $10.1 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.20 per share.

8

DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME – Cont.

(in thousands, except per share data)

(unaudited)

For the twelve months ended December 31, 2014:

	Operating Expenses			Income Tax Provision			Net Income
Per-GAAP							$	63,678
Earnings per share (Per-GAAP)
Diluted							$	1.31
Adjustments to reconcile net income to Non-GAAP net income:
Retention costs		1,286			(193	)		1,093
Gain on sale of assets		(1,176	)		200			(976	)
Amortization of acquisition related intangible assets		7,914			(1,627	)		6,287
Non-GAAP							$	70,082
Diluted shares used in computing earnings per share								48,594
Non-GAAP earnings per share
Diluted							$	1.44

9

CONSOLIDATED RECONCILIATION OF NET INCOME TO EBITDA

EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties, such as financial institutions in extending credit, in evaluating companies in our industry and provides further clarity on our profitability. In addition, management uses EBITDA, along with other GAAP and non-GAAP measures, in evaluating our operating performance compared to that of other companies in our industry. The calculation of EBITDA generally eliminates the effects of financing, operating in different income tax jurisdictions, and accounting effects of capital spending, including the impact of our asset base, which can differ depending on the book value of assets and the accounting methods used to compute depreciation and amortization expense. EBITDA is not a recognized measurement under GAAP, and when analyzing our operating performance, investors should use EBITDA in addition to, and not as an alternative for, income from operations and net income, each as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures used by other companies. For example, our EBITDA takes into account all net interest expense, income tax provision, depreciation and amortization without taking into account any attributable to noncontrolling interest. Furthermore, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as tax and debt service payments.

The following table provides a reconciliation of net income to EBITDA (in thousands, unaudited):

	Three Months Ended December 31,					Twelve Months Ended December 31,
	2015			2014		2015		2014
Net (loss) income (per-GAAP)	$	(4,773	)	$	16,665	$	24,274	$	63,678
Plus:
Interest expense, net		1,319			531		3,226		2,862
Income tax provision		(2,097	)		5,988		14,082		20,359
Depreciation and amortization		22,131			19,517		80,100		76,771
EBITDA (Non-GAAP)	$	16,580		$	42,701	$	121,682	$	163,670

10

DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands, except share data)

	December 31, 2015			December 31, 2014
	(unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	218,435		$	243,000
Short-term investments		64,685			11,726
Accounts receivable, net		218,496			188,248
Inventories		202,832			182,026
Prepaid expenses and other		46,103			50,510
Total current assets		750,551			675,510
PROPERTY, PLANT AND EQUIPMENT, net		439,340			309,931
DEFERRED INCOME TAXES, non-current		45,120			43,845
OTHER ASSETS
Goodwill		132,913			81,229
Intangible assets, net		196,409			45,028
Other		36,697			23,614
Total assets	$	1,601,030		$	1,179,157
	December 31, 2015			December 31, 2014
	(unaudited)
CURRENT LIABILITIES
Lines of credit	$	—		$	1,064
Accounts payable		86,463			79,390
Accrued liabilities		77,801			60,149
Income tax payable		5,117			8,381
Current portion of long-term debt		10,282			287
Total current liabilities		179,663			149,271
LONG-TERM DEBT, net of current portion		455,941			140,787
DEFERRED TAX LIABILITIES—non current		32,276			—
OTHER LONG-TERM LIABILITIES		90,153			78,932
Total liabilities		758,033			368,990
COMMITMENTS AND CONTINGENCIES
EQUITY
Diodes Incorporated stockholders’ equity
Preferred stock—par value $1.00 per share; 1,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock—par value $0.66 2/3 per share; 70,000,000 shares authorized; 48,148,077 and 47,591,092 issued and outstanding at December 31, 2015 and December 31, 2014, respectively		32,404			31,729
Additional paid-in capital		344,086			314,942
Retained earnings		514,280			490,006
Treasury stock		(11,009	)		—
Accumulated other comprehensive loss		(84,416	)		(68,402	)
Total Diodes Incorporated stockholders’ equity		795,345			768,275
Noncontrolling interest		47,652			41,892
Total equity		842,997			810,167
Total liabilities and equity	$	1,601,030		$	1,179,157

11

EX-99.2

Investor Relations Presentation

February,

2016

EXHIBIT 99.2

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.

Such

forward-looking

statements

include,

but

are

not

limited

to,

statements

regarding

update

to

Diodes

Incorporated’s

first

quarter

2016

business

outlook

as

of

February

16,

2016,

which

includes

the

following:

expect

revenue

to

range

between

$214

million

and

$235

million,

or

flat

to

up

10

percent

sequentially,

including

the

first

full

quarter

of

revenue

from

Pericom;

expect

non-GAAP

gross

margin

to

be

30.0

percent,

plus

or

minus

2

percent;

non-GAAP

operating

expenses

are

expected

to

be

approximately

25.5

percent

of

revenue,

plus

or

minus

1

percent;

expect

interest

expense

to

be

approximately

3.4

million;

expect

income

tax

rate

to

be

28

percent,

plus

or

minus

3

percent,

and

shares

used

to

calculate

diluted

EPS

for

the

first

quarter

are

anticipated

to

be

approximately

49.5

million;

purchase

accounting

adjustments

related

to

Pericom

and

previous

acquisitions

of

$8.0

million

after

tax

are

not

included

in

these

non-GAAP

estimates;

and

other

statements

identified

by

words

such

as

“estimates,”

“expects,”

“projects,”

“plans,”

“will”

and

similar

expressions.

Potential

risks

and

uncertainties

include,

but

are

not

limited

to,

such

factors

as:

the

risk

that

such

expectations

may

not

be

met:

the

risk

that

the

expected

benefits

of

acquisitions

may

not

be

realized;

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,

higher

tax

rates

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;

breaches

of

our

information

technology

systems;

and

other

information,

including

the

“Risk

Factors,”

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

releases

on

February

16,

2016

titled,

“Diodes

Incorporated

Reports

fourth

Quarter

and

Fiscal

2015

Financial

Results”

and

on

March

11,

2016

titled,

“Diodes

Incorporated

Reports

Revised

Fourth

Quarter

2015

GAAP

EPS

of

($0.10)

Previously

Reported

Non-GAAP

EPS

of

$0.14

Remains

Unchanged”

for

detailed

information

related

to

the

Company’s

non-GAAP

measures

and

a

reconciliation

of

GAAP

net

income

to

non-GAAP

net

income.

Management Representative

Page 3

Dr. Keh-Shew Lu

President and CEO

Diodes Incorporated  

Since 2005

Texas Instruments          27 years

Experience:

Senior Vice President of TI Worldwide Analog and Logic

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:

MBA with concentration in International Marketing, Texas Tech University

BS in Electrical and Computer Engineering, University of Iowa

Page 5

A leading global manufacturer and

supplier of high-quality application

specific, standard products within

the broad discrete, logic and analog

markets, serving the consumer,

computing, communications,

Industrial and automotive

segments.

About Diodes Incorporated

Business Objective

To consistently achieve

above-market profitable growth, 

utilizing our innovative and

cost-effective packaging and

silicon

technology, suited for high volume,

high growth

markets by leveraging

process expertise and design excellence

to deliver high quality semiconductor products.

Page 6

2015 Total Semiconductor Market ($335 bn)

Significant Market Opportunity

Page 7

$140 bn

$33 bn

$77 bn

$45 bn

$21 bn

Diodes’ SAM:

$10

-

$12

bn

Diodes’ SAM:

$14

-

$16

bn

Opto

$19 bn

Std Logic

Analog

Discrete

Micro/Special

Memory

Diodes’ SAM:

$1

-

$3

bn

Diodes Growth Strategy

Page 8

Many Paths for Growth:

Product Portfolio

Product arena

Product line expansion

Performance enhancement

Application Space

Targeted end equipment

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

AC-DC Converters

Logic

Low Voltage CMOS

High Speed CMOS

Advanced Ultra-Low

Power CMOS

SKY Rectifiers

MOSFETs

Bipolar LDO

DC-DC

(Asynchronous)

AC-DC

(Secondary side

controllers)

LED Drivers

(DC Input)

Performance Enhancement

Page 10

Diodes’ product upgrade has expanded our SAM.

SBR

®

(Super Barrier

Rectifiers) (Vb

< 400v)

DIOFET

TM

(Low R

DS(on)

, Vb

< 100V)

CMOS LDO (Low power)

DC-DC

(Asynchronous, high current)

AC-DC

(Primary side controllers,

Secondary side controllers)

LED Drivers

(AC Input)

DIODESTAR

TM

Rectifiers

(Vb

> 600v)

DIODESTAR

TM

MOSFETs

(Ultra low R

DS(on)

, Vb

> 600V)

Low Noise LDO

DC-DC

(Synchronous, with low & high current)

AC-DC

(Quick Charging Controller solutions)

LED Drivers

(Full-Voltage Range, Triac-

Dimmable/Non-Dimmable)

Efficiency, Functionality and Control for Smartphones

Page 11

LED 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

Battery Power Management

USB Power Switches

Current Monitors

Charger ICs

Low-Saturation Bipolar Transistors

ZXMP series MOSFETs

RF Power Amplifier

Low Dropout Regulators

Audio Amplifier

Class D Amplifier

System Interface

USB Power Switches

Zener and TVS Arrays

Page 12

Strong Relationships Drive LCD/LED TV Product Roadmaps

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

Class D Amplifier

Page 13

Product Breadth and Performance for Computing Platforms

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

Class D Amplifier

Wireless Connectivity

DC-DC Converters

Low Dropout Regulators

Page 14

Automotive

Networking

ESD Protection

TVS  Protection

Seat Control

Module

Hall Sensor

SBR

IntelliFET

®

Voltage Reference

Body Control Module

Bipolar Transistors

Shunt Regulator

Voltage Reference

IntelliFET

MOSFETs

Hall Sensor

Braking Control Unit

Voltage Reference

IntelliFETs

MOSFETs

Hall Sensor

Powertrain

MOSFET

Hall Sensor

Super Barrier Rectifier

®

(SBR)

Daytime

Running Lights

LED Drivers

Schottky Diodes

MOSFETs

Bipolar Transistors

Interior Light

LED Drivers

Schottky Diodes

MOSFETs

Bipolar Transistors

SBR and IntelliFET

are registered trademarks of Diodes Incorporated

Automotive Quality for Demanding Automotive Applications

Page 15

Power and Signal Management for the Broad Industrial Market

Power Management

AC-DC Converters

DC-DC Converters

LDO Regulators

HV Regulators

Shunt Regulators

Gate Drivers

Synchronous Rectifiers

HV Rectifiers and Bridges

SBRs

HV Switches

Signal Conditioning

Op Amps

Comparators

Linear Hall

Voltage Reference

Logic

Current Monitors

ESD Protection

TVS Protection

Illumination

LED Drivers

Synchronous Rectifiers

HV Rectifiers and Bridges

SBRs

HV Switches

MOSFETs

System Protection

Hall Sensors

ESD Protection

TVS Protection

Motor Control

Hall Sensors

Motor Control/Drivers

MOSFETs

H-Bridges

SBR

Gate Drivers

Actuators/Drivers

Hall Sensors

Relay Drivers

IntelliFET

MOSFETs

Page 16

Market Trend

Complete Charger and Power Adapter Solution and Trend

Primary

Rectifiers

Bridges

Diodes

Switches

HV BJT

PSR

Controllers

AP3775/6

Secondary

Rectifiers

Schottky

Diodes

SBR

®

Sync.

Rectifiers

Standby Power

Cost

System Efficiency

New Technology

PSR

Accelerator

AP434X

TSSOP-8/14/16L

SOT89

SC59

SOT353/363

SOT143/SC82

SOT543/553

/563/666

SOT223

~ 2015

SOT953/963

QSOP-16/20L

TSOT23-5/6

DFN0603

PowerDI-5SP

Power5060-8L

ITO220AC-S

DFN1114-3

DFN5060-4

Power3333-8L

DFN0808-4

DFN0806-3

PD-123/323

PowerDI3030

MSOP-8/10L

TO263-2/3/5L

TO220-3L

SOP-8/14/16L-EP

MSOP-8/EP

TO252-2/3/4/5L

SOD523

SOD323/-F

SOIC-14/16L

TO220-5L

ITO220S

TO262AA

QFN5050-32

SOP-8L

QFN4040-20

PowerDi-5

SOT523

SOT25/26

PDI3333-8

(Stack die + Clip)

DFN0604-3

2016 ~

TO252-4L(Auto)

(Stack die+Al wire)

SOD123

DFN0806-6

Packaging Focus: Miniaturization and Power Efficiency

Page 17

PM-III

SOD923

D2PAK-7L

DFN1212-4

(Flip Chip QFN)

DFN1616-2

DFN1310H3-6

QFN3055-28

PD3020B-8

(Pre-mold)

DFN2020F-8

Page 18

Packaging Focus: Miniaturization and Power Efficiency

Power Efficiency

Miniaturization

DDFN0402 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

Page 19

Shanghai-based packaging with capacity

approximately 30 billion units

The new packaging facility in Chengdu has

a potential capacity of 5X that of Shanghai

Additional packaging facilities in Neuhaus,

Germany and in Chengdu, China

Two discrete fabs, two analog fabs

in Kansas City, Missouri (5” and 6”),

Oldham, United Kingdom (6”), 

and Shanghai  (6”) respectively

Bipolar, BiCMOS, CMOS & BCD process

Strong engineering capabilities

CapEx

Model

=

5%

-

9%

of

Revenue

Packaging

Wafer Fabs

Economies of Scale: Loading Percentage in Shanghai

Efficient Manufacturing + Superior Processes

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

78.8%

91.0%

80.7%

83.5%

91.4%

81.4%

Collaborative Customer Relationships

Page 20

Quanta

Annual Revenue Growth Rates

Outperforming the Industry

Page 21

Industry

(Discrete + Analog + Logic)

2005 to 2015 Growth

Diodes Inc.:          14.7%

SAM Industry:      3.1%

Revenue Growth

( In millions )

+41%

+3.6%

-0.2%

+7.7%

( Acquisition Years )

*

*

*

*

*

+30.5%

-4.7%

Page 22

215

343

401

433

434

613

635

634

826.8

890.7

848.9

0

100

200

300

400

500

600

700

800

900

1000

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

Revenue Profile –

4Q2015

By Channel

By Region

By End Market

Page 23

9%

81%

10%

Asia Pacific

Europe

North America

66%

34%

Distribution

OEM / EMS

18%

20%

25%

32%

5%

Industrial

Consumer

Communications

Automotive

Computing

Page 24

Summary of Year 2015

Completed the acquisition of Pericom

Semiconductor on November 24 and included the initial purchase

accounting adjustments in the fourth quarter 2015 GAAP results;

Revenue was $848.9 million, a decrease of 4.7 percent over the $890.7 million in 2014;

Non-GAAP Gross profit was $251.6 million as compared to GAAP gross profit of $277.3 million in 2014;

Non-GAAP gross margin was 29.6 percent compared to GAAP gross margin of 31.1 percent in 2014;

GAAP net income was $24.3 million, or $0.49 per diluted share, compared to $63.7 million, or $1.31 per

diluted share in 2014;

Non-GAAP net income was $42.3 million, or $0.86 per diluted share, compared to $70.1 million, or $1.44 per

diluted share in the prior year;

Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted ESP would have

increased by an additional $0.05 per diluted share in the fourth quarter and $0.20 for the full year.

Achieved $118.1 million cash flow from operations and negative $15.1 million free cash flow, which includes

$133.2 million of capital expenditure.  Net cash flow was a negative $24.6 million, which includes the pay

down of $66 million of long-term debt.

Re-Purchased 466,010 shares of common stock totaling $11.0 million.

Fourth Quarter 2015 Financial Performance

Page 25

In millions, except per share

4Q14

3Q15

4Q15

Revenue

$223.7

$208.9

$214.4

Revenue Growth

-4.2%

2.6%

Gross Profit (GAAP)

$70.7

$61.6

$53.6

Gross Profit Margin % (GAAP)

31.6%

29.5%

25.0%

Net Income (GAAP)

$16.7

$2.8

-$4.8

Net Income (non-GAAP)

$18.3

$6.3

$6.7

EPS (non-GAAP)

$0.38

$0.13

$0.14

Cash Flow from Operations

$26.9

$45.5

$19.7

EBITDA (non-GAAP)

$42.7

$29.7

$16.6

Balance Sheet

Page 26

Dec 31, 2014

Cash

$197

$243

$218

Short-term Investments

$23

$12

$65

Inventory

$180

$182

$203

Current Assets

$650

$687

$751

Total Assets

$1162

$1179

$1601

Long-term Debt

$183

$141

$456

Total Liabilities

$419

$369

$758

Total Equity

$744

$810

$843

Dec 31, 2015

In millions

Dec 31, 2013

Page 27

Expect revenue to range between $214 million and $235 million, or flat to up 10

percent sequentially, including the first full quarter of revenue from Pericom;

Expect non-GAAP gross margin to be 30.0 percent, plus or minus 2 percent;

Non-GAAP operating expenses are expected to be approximately 25.5 percent

of revenue, plus or minus 1 percent;

Expect interest expense to be approximately 3.4 million;

Expect income tax rate to be 28 percent, plus or minus 3 percent, and shares

used to calculate diluted EPS for the first quarter are anticipated to be

approximately 49.5 million; and

Purchase accounting adjustments related to Pericom and previous acquisitions

of $8.0 million after tax are not included in these non-GAAP estimates.

1Q 2016 Business Outlook

Diodes

Strategy: Profitable Growth

Page 28

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

Diodes was named one

of the 10 Best Stocks

of the Past 20 Years

March 2012

EX-99.3

EXHIBIT 99.3

DIODES INCORPORATED (“DIODES”)

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On November 24, 2015 Diodes Incorporated (“Diodes”, the “Company”, “we” or “our”) completed the acquisition (the “Acquisition”) of Pericom Semiconductor Corporation (“Pericom”) pursuant to an Agreement and Plan of Merger, dated as of September 2, 2015, as amended by Amendment No. 1 dated as of November 6, 2015, by and among Diodes, PSI Merger Sub Inc., a California corporation and an indirect wholly owned subsidiary of Diodes (“Merger Sub”) and the Company (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of Diodes. The following unaudited pro forma condensed combined financial statements are based upon the historical condensed consolidated financial statements and notes thereto of Diodes (as adjusted for the Pericom acquisition).

The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Pericom acquisition as if it had been completed on September 30, 2015 and combines Diodes’ September 30, 2015 unaudited consolidated balance sheet with Pericom’s unaudited consolidated balance sheet as of September 26, 2015. The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2014, gives pro forma effect to the transactions as if they had been completed on January 1, 2014 and combines Diodes’ audited consolidated statement of operations for the year ended December 31, 2014 and Pericom’s unaudited consolidated statement of operations for the twelve months ended December 27, 2014. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2015, gives pro forma effect to the transactions as if they had been completed on January 1, 2014 and combines Diodes’ unaudited condensed consolidated statement of operations for the nine months ended September 30, 2015 and Pericom’s unaudited condensed consolidated statement of operations for the nine months ended September 26, 2015.

The unaudited pro forma financial information is presented for informational purposes only. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of income, expected to have a continuing impact on the combined results. It does not purport to indicate the results that would have actually been attained had the Acquisition occurred on the assumed dates or for the periods presented, or which may be realized in the future. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. A final determination of fair values relating to the Acquisition may differ materially from the preliminary estimates and will include management’s final valuation of the fair value of assets acquired and liabilities assumed. This final valuation will be based on the actual net assets of Pericom that existed as of the date of the completion of the Acquisition. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial information contained herein, and our future results of operations and financial position.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes contained in the annual, quarterly and other reports filed by Diodes with the United States Securities and Exchange Commission (“SEC”) and with Pericom’s historical consolidated financial statements and related notes contained in the annual, quarterly and other reports Pericom had previously filed with the SEC.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2015

	Diodes 9.30.2015			Pericom 9.26.2015		Total Pro Forma Adjustments			Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	188,755		$	41,544	$	(15,524	)    (9)	$	214,775
Short-term investments		24,586			78,958		—			103,544
Accounts receivable, net		202,467			26,756		—			229,223
Other receivables		—			2,727		—			2,727
Inventories		197,698			15,183		7,317	(3)		220,198
Deferred income taxes, current		11,193			3,387		—			14,580
Prepaid expenses and other		38,389			311		112	(8)		38,812
Total current assets		663,088			168,866		(8,095	)		823,859
Property, plant and equipment, net		371,036			55,947		23,777	(3)		450,760
Deferred income tax, non-current		32,259			2,594		11,519	(6)		46,372
Goodwill		79,389			—		50,270	(1)		129,659
Intangible assets, net		42,841			3,234		153,466	(3)		199,541
Investments in unconsolidated subsidiaries		—			2,289		—			2,289
Other		24,580			7,739		6,054	(3)		38,373
Total assets	$	1,213,193		$	240,669	$	236,991		$	1,690,853
Liabilities
Current liabilities:
Lines of credit and short-term debt	$	261		$	—	$	10,000	(4)	$	10,261
Accounts payable		86,388			10,763		418	(7)		97,569
Accrued liabilities		91,868			7,935		—	(5)		99,803
Income tax payable		9,106			2,207		—			11,313
Total current liabilities		187,623			20,905		10,418			218,946
Long-term debt, net of current portion		93,510			—		381,123	(4)		474,633
Industrial development subsidy		—			5,010		—			5,010
Deferred tax liabilities		—			4,756		43,190	(6)		47,946
Noncurrent tax liabilities		—			1,424		—			1,424
Other long-term liabilities		74,591			426		6,060	(5)		81,077
Total liabilities		355,724			32,521		440,791			829,036
Stockholders’ equity
Preferred stock		—			—					—
Common stock		32,394			87,206		(87,206	)    (2)		32,394
Additional paid-in capital		335,835			22,249		(17,569	)    (2)		340,515
Retained earnings		519,053			94,574		(94,906	)    (2)		518,721
Accumulated other comprehensive loss		(77,564	)		4,119		(4,119	)    (2)		(77,564	)
Total stockholders’ equity		809,718			208,148		(203,800	)		814,066
Noncontrolling interest		47,751			—		—			47,751
Total equity		857,469			208,148		(203,800	)		861,817
Total liabilities and stockholders’ equity	$	1,213,193		$	240,669	$	236,991		$	1,690,853

Unaudited Pro Forma Condensed Combined Balance Sheet

Explanations

1.      Calculation of goodwill
Calculation paid:
Cash consideration for shares outstanding				$	391,123
Cash consideration for vested stock awards including taxes of $88.					7,371
Value of Diodes restricted stock awards to be issued in exchange of unvested Pericom employee stock awards.					4,680
Total consideration					403,174
Transaction costs incurred by Pericom					8,127
Total consideration including transaction costs incurred by Pericom					411,301
Historical book value of Pericom net assets					208,148
Adjustments of acquired Pericom assets and liabilities to fair value:
Inventory acquired (See note 3 below)					7,317
Depreciable property, plant and equipment acquired (See note 3 below)		15,583
Land		8,194
Total property, plant and equipment					23,777
Land use rights classified as other assets					7,277
Intangible assets acquired (See note 3 below)					153,466
Cost based investments held by Pericom (See note 3 below)					(1,223	)
Contingent liabilities					(6,060	)
Deferred taxes, net (long-term asset - $11,519; long-term liability - $43,190)					(31,671	)
Adjusted book value of Pericom’s net assets					361,031
Goodwill				$	50,270
2.      Change in capital accounts:
Eliminate Pericom historical capital accounts
Common stock	$	(87,206	)
Additional paid-in capital		(22,249	)
Retained earnings		(94,574	)
Accumulated other comprehensive loss		(4,119	)
Total Pericom historical capital accounts eliminated				$	(208,148	)
At the time of the transaction all unvested Pericom equity awards were converted to Diodes restricted stock awards. This amount is an allocation of the total fair value to the pre-acquisition period in which service was rendered by the employee and as such is included as part of the purchase price. The exchange of all Pericom equity awards for Diodes restricted stock awards will result over time in approximately 724,000 shares being issued.					4,680
The number of share issues is based on the following exchange rate:
.83 Diodes restricted stock award for each vested Pericom restricted stock award and performance based unit
Non recurring costs expensed after September 30, 2015. This includes costs, for attorney’s, tax, advice, printing, and other outside consultants and services provided.					(332	)
Total				$	(203,800	)
3.      To reflect the fair value of inventory, property, plant and equipment, land use rights, cost based investments and intangible assets acquired:
Inventory acquired (integrated circuits and frequency control products)					7,317
Depreciable property, plant and equipment acquired (personal property, real property; average weighted life 32 years		15,583
Land		8,194
Total Property, plant and equipment					23,777
Land use rights (Other assets)					7,277
Intangible assets acquired (order backlog, customer relationships, developed technology, in-process technology, trade name; average weighted life 11.6 years.)					153,466
Cost based investments held by Pericom (Other assets)					(1,223	)
Total				$	23,777

Unaudited Pro Forma Condensed Combined Balance Sheet

Explanations (continued)

4.      Incremental debt incurred to affect the transaction.
Lines of credit and short-term debt		10,000
Long-term debt, net of current portion		381,123
Total	$	391,123
The incremental debt was funded under an amendment to our existing credit facility (the “Amendment”). The Amendment increases the Company’s existing senior credit facilities to a $400 million revolving senior credit facility (the “Revolver”), which includes a $10 million swing line sublimit, a $10 million letter of credit sublimit, and a $20 million alternative currency sublimit, and a $100 million term loan facility (the “Term Loan Facility”). The interest rate is subject to change based on Diodes consolidated leverage ratio. A 1/8 percent increase in the rate of the initial debt level of $391 million would increase Diodes annual interest expense approximately $500,000, on a pretax basis.
5.      Adjust for liabilities assumed in the transaction for uncertain tax positions and potential legal exposure.	$	6,060
6.      Deferred taxes, net (long-term asset - $11,519; long-term liability - $43,190)	$	31,671
7.      Transaction costs expensed but not paid after September 30, 2015. This includes costs, for attorney’s, tax, advice, printing, and other outside consultants and services provided.	$	418
8.      Debt issuance costs incurred after September 30, 2015, for incremental borrowings.	$	112
9.      Cash used and borrowed to affect transaction:
Debt incurred	$	391,123
Cash paid for shares outstanding		(391,123	)
Cash consideration for vested stock awards including taxes of $88.		(7,371	)
Cash paid by Diodes after September 30, 2015, for debt issuance costs		(43	)
Cash paid after September 30, 2015, for transaction costs		(8,110	)
Change in cash	$	(15,524	)

	Unaudited Pro Forma Condensed Combined Statement of Operations Nine Months Ended
	Diodes September 30, 2015			Pericom * September 26, 2015		Pro Forma Adjustments			Pro Forma Consolidated
Net sales	$	634,522		$	93,891	$	—		$	728,413
Cost of goods sold		439,536			50,644		—			490,180
Gross profit		194,986			43,247		—			238,233
Operating expenses
Selling, general and administrative		98,282			24,082		(2,192	)    (1)(4)		120,172
Research and development		40,644			13,327		—			53,971
Amortization of acquisition related intangible assets		5,630			—		9,007	(2)		14,637
Loss (gain) on fixed assets		1,556			—		—			1,556
Total operating expenses		146,112			37,409		6,815			190,336
Income from operations		48,874			5,838		(6,815	)		47,897
Other income (expense)		(1,426	)		4,487		(8,967	)    (3)		(5,906	)
Income before income taxes and noncontrolling interest		47,448			10,325		(15,782	)		41,991
Income tax provision		16,179			1,177		(3,729	)    (5)		13,627
Equity in net income of unconsolidated affiliates		—			88		—			88
Net income		31,269			9,236		(12,053	)		28,452
Less net income attributable to noncontrolling interest		2,222			—		(856	)		1,366
Net income attributable to common stockholders	$	29,047		$	9,236	$	(11,197	)	$	27,086
Earnings per share attributable to common stockholders:
Basic	$	0.60							$	0.55
Diluted	$	0.59							$	0.54
Number of shares used in earnings per share computation:
Basic		48,144					724	(6)		48,868
Diluted		49,351					724	(6)		50,075

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2015

Explanations

1. Incremental depreciation expense and amortization related to fair value adjustments to the acquired property, plant and equipment and land use rights. The estimated depreciable life of this incremental property, plant and equipment and land use rights is approximately 28 years and based on straight line attribution method.

2. Incremental amortization expense related to the fair value adjustment of the acquired intangible assets. The incremental intangible assets will be amortized over the weighted average useful lives of approximately 11.6 years.

3. Interest expense computed at 3%, the current rate in effect, and amortization of debt issuance costs on the incremental borrowing to affect the transaction.

4. Reverse nonrecurring transaction costs, $2,812. Includes costs for attorney’s, tax advice and other consultants.

5. Tax benefit of related to the expenses directly related to the transaction resulting in an effective tax rate on the adjustments of 21%.

Tax benefit of incremental expenses and reversal of tax benefit on transaction costs at 34%.	(2,093	)
Reversal of deferred taxes on fair value adjustments at 17%. Rate is based on orinally rate used to record deferred tax at the acquisition date.	(1,637	)
Total	(3,729	)

6. Diodes shares to be issued for replacement of Pericom equity awards.

* Information for the nine months ended September 26, 2015 for Pericom was derived from Pericom’s previous filings with the Securities and Exchange Commission.

The Company has not included incremental transaction costs of approximately $8 million due to those costs being nonrecurring.

	Unaudited Pro Forma Condensed Combined Statement of Operations
	Twelve Months Ended
	Diodes			Pericom *		Pro Forma			Pro Forma
	December 31, 2014			December 27, 2014		Adjustments			Consolidated
Net sales	$	890,651		$	129,934	$	—		$	1,020,585
Cost of goods sold		613,372			74,969		—			688,341
Gross profit		277,279			54,965		—			332,244
Operating expenses
Selling, general and administrative		133,701			29,498		827	(1)		164,026
Research and development		52,136			18,454		—			70,590
Amortization of acquisition related intangible assets		7,914			991		12,010	(2)		20,915
Loss (gain) on fixed assets		(983	)		—		—			(983	)
Total operating expenses		192,768			48,943		12,837			254,548
Income from operations		84,511			6,022		(12,837	)		77,696
Other income (expenses)
Interest income		1,470			2,733		—			4,203
Interest expense		(4,332	)		—		(12,312	)    (3)		(16,644	)
Gain on securities carried at fair value		1,364			56		—			1,420
Other		2,979			1,678		—			4,657
Total other income (expense)		1,481			4,467		(12,312	)		(6,364	)
Income before income taxes and noncontrolling interest		85,992			10,489		(25,149	)		71,332
Income tax provision		20,359			1,993		(5,137	)    (4)		17,215
Equity in net income of unconsolidated affiliates		—			176		—			176
Net income		65,633			8,672		(20,012	)		54,293
Less net income attributable to noncontrolling interest		1,955			—		(596	)		1,359
Net income attributable to common stockholders	$	63,678		$	8,672	$	(19,416	)	$	52,934
Earnings per share attributable to common stockholders:
Basic	$	1.35							$	1.10
Diluted	$	1.31							$	1.07
Number of shares used in earnings per share computation:										—
Basic		47,184					724	(5)		47,908
Diluted		48,594					724	(5)		49,318

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Twelve Months Ended December 31, 2014

Explanations

1. Incremental depreciation expense and amortization related to fair value adjustments to the acquired property, plant and equipment and land use rights. The estimated depreciable life of this incremental property, plant and equipment and land use rights is approximately 28 years and based on straight line attribution method.

2. Incremental amortization expense related to the fair value adjustment of the acquired intangible assets. The incremental intangible assets will be amortized over the weighted average useful lives of approximately 11.6 years.

3. Interest expense computed at 3%, the current rate in effect, and amortization of debt issuance costs on the incremental borrowing to affect the transaction.

4. Tax benefit of related to the expenses directly related to the transaction resulting in an effective tax rate on the adjustments of 19%.

Tax benefit of incremental expenses and reversal of tax benefit on transaction costs at 24%.	(2,955	)
Reversal of deferred taxes on fair value adjustments at 17%. Rate is based on orinally rate used to record deferred tax at the acquisition date.	(2,182	)
Total	(5,137	)

5. Diodes shares to be issued for replacement of Pericom equity awards.

* Information for the twelve months ended December 27, 2014 for Pericom was derived from Pericom’s previous filings with the Securities and Exchange Commission.

The Company has not included incremental transaction costs of approximately $8 million due to those costs being nonrecurring.