Diodes (DIOD) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

DIODES INCORPORATED
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements are presented to illustrate the estimated effects of our acquisitions of Diodes Zetex Limited. (“Zetex”) in June 2008 on our consolidated financial statements. The following unaudited pro forma condensed combined financial statements are based upon the historical condensed consolidated financial statements and notes thereto of Diodes Incorporated (as adjusted for the Zetex acquisition), which is included herein.

The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Zetex acquisition as if it had been completed on December 31, 2007 and combines Diodes audited consolidated balance sheet with Zetex’s unaudited consolidated balance sheet as of December 31, 2007. The unaudited pro forma condensed combined income statement gives pro forma effect to the transactions as if they had been completed on January 1, 2007 and combines Diodes audited consolidated income statement and Zetex’s unaudited consolidated income statement for the fiscal year ended December 31, 2007.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. A final determination of fair values relating to the merger 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 tangible and intangible assets of Zetex that existed as of the date of the completion of the merger. The final valuation may change the allocations of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed combined financial statements data.

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 Incorporated with the United States Securities and Exchange Commission and with Zetex historical consolidated financial statements which are included herein.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2007
(in thousands)

	Historical		Historical			Pro Forma			Pro Forma
	Diodes		Zetex*			Adjustments			Combined
CURRENT ASSETS
Cash and cash equivalents	$	56,179	$	32,460		$	165,000	(8)		253,639
							(179,698)	(1)		(179,698	)
Short-term investments		323,472		—						323,472
Accounts receivable, net		89,578		15,641						105,219
Inventories		53,031		29,272			(195)	(7)		82,108
Deferred income taxes, current		5,173		—						5,173
Prepaid expenses and others		10,576		3,141						13,717
Total Current Assets		538,009		80,514			(14,893	)		603,630
PROPERTY, PLANT AND EQUIPMENT, net		123,407		53,594						177,001
DEFERRED INCOME TAXES, non-current		3,241		11,187						14,428
Intangible assets, net		9,643		30,147			(22,370)	(4)		17,420
Goodwill		25,135					73,733	(1)		98,868
Other		6,930		140						7,070
Total Assets	$	706,365	$	175,582		$	36,470		$	918,417
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITES
Line of credit	$	0	$	811					$	811
Accounts payable		55,145		7,182						62,327
Accrued liabilities		27,841		15,760			(5,074)	(5)		38,527
Income tax payable		1,732		1,707						3,439
Current portion of long-term debt		1,345		—						1,345
Current portion of capital lease obligation		145		459						604
Total Current Liabilities		86,208		25,919			(5,074	)		107,053
LONG-TERM DEBT, net of current portion
2.25% convertible senior notes due 2026		230,000		—						230,000
Long-term borrowings		5,815		—			165,000	(8)		170,815
CAPITAL LEASE OBLIGATION, net of current portion		1,331		1,919						3,250
OTHER LONG-TERM LIABILITIES		6,249		24,695			(407)	(6)		30,537
Total Liabilities		329,603		52,533			159,519			541,655
MINORITY INTEREST IN JOINT VENTURES		7,164		—						7,164
STOCKHOLDERS’ EQUITY
Common stock		26,782		73,994			(73,994)	(9)		26,782
Additional paid-in capital		121,412		—			—	(9)		121,412
Retained earnings		220,504		51,020			(51,020)	(9)		220,504
Accumulated other comprehensive gain (loss)		900		(1,965	)		1,965	(9)		900
Total stockholders’ equity		369,598		123,049			(123,049	)		369,598
Total Liabilities and Stockholders’ Equity	$	706,365	$	175,582		$	36,470		$	918,417

* The historical balance sheet of Diodes Zetex Limited were prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Certain adjustments had been made and combined in pro forma adjustment to comply with GAAP presentation.

(1) Under the purchase method of accounting, the total estimated consideration as shown in the table below is allocated to Diodes Zetex Limited’s tangible and intangible assets and liabilities table below based on their estimated fair value as of the date of the completion of the merger. The preliminary estimated consideration is allocated as follows (in thousands):

Calculation of consideration:
Cash consideration to Diodes Zetex Limited from cash resources (2)	$	11,103
Cash consideration to Diodes Zetex Limited from financing arrangement (8)		165,000
Estimated direct transaction fees and expenses (3)		3,595
Total consideration		179,698
Preliminary allocation of consideration:
Book value of Diodes Zetex Limited net assets		123,048
Adjustment to historical net book value from IFRS to GAAP
Intangible assets (4)		(22,370	)
Accrued liabilities (5)		5,073
Other long-term liabilities (6)		407
Adjustment to historical net book value:
Inventory (7)		(195	)
Adjusted Book value of Diodes Zetex Limited net assets		105,964
Adjustment to goodwill	$	73,733

	A final determination of fair values may differ materially from the preliminary estimates and will include management’s final valuation of the fair values of assets acquired and liabilities assumed. This final valuation will be based on the actual net tangible and intangible assets of Diodes Zetex Limited that existed as of the date of the completion of the merger. The final valuation may change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed combined financial statements data.
(2)	Cash consideration to Diodes Zetex Limited stockholders based upon approximately 104.3 million Diodes Zetex Limited shares outstanding as of June 9, 2008 at 85.45 pence per share. ( based on a U.S.$ :GBP£ exchange rate of 1.9758)
(3)	Represents the estimated payment of direct transaction fees and expenses.
(4)	Represents the elimination of the capitalized product development costs.
(5)	Reflects the reversal of deferred income in accordance with EITF Issue No. 01-03, “Accounting in a Business Combination for Deferred Revenue of an Acquiree”.
(6)	Reflects the adjustment to deferred tax liabilities derived from the elimination of capitalized research and development costs.
(7)	Adjustment made to Inventory to account for reasonable profit of selling efforts.
(8)	Represents the borrowings incurred to fund the cash consideration to Diodes Zetex Limited stockholders.
(9)	Represents the acquisition of 100% of the equity of Diodes Zetex Limited and the elimination of Diodes Zetex Limited’s historical equity accounts at December 31, 2007.

Diodes Incorporated
Unaudited Pro Forma Condensed Combined Income Statement
For the Year Ended December 31, 2007
(in thousands, except per share data)

	Historical			Historical			Pro Forma			Pro Forma
	Diodes			Zetex*			Adjustments			Combined
NET SALES	$	401,159		$	129,393		$	382	(1)	$	530,934
COST OF GOODS SOLD		270,780			86,846			191	(2)		357,817
Gross Profit		130,379			42,546			191			173,116
OPEARATING EXPENSES
Selling, general and administrative		55,461			27,568						83,029
Research and development		13,515			13,668			3,889	(3)		31,073
Restructuring costs and impairment loss of long-lived assets		1,003			—						1,003
Total operating expenses		69,979			41,237			3,889			115,105
Income from operations		60,400			1,310			(3,699	)		58,011
OTHER INCOME (EXPENSES)
Interest income		18,117			1,443						19,560
Interest expense		(6,831	)		(317	)		(6,155)	(4)		(13,303	)
Other — net		(225	)		13,070						12,845
Total other income (expenses)		11,061			14,197			(6,155	)		19,103
Income before income taxes and minority interest		71,461			15,507			(9,854	)		77,114
INCOME TAX PROVISION		(9,428	)		-811			518	(5)		(9,720	)
Income before minority interest		62,033			14,696			(9,335	)		67,394
Minority interest in earnings of joint ventures		(2,376	)		—						(2,376	)
NET INCOME	$	59,657		$	14,696			($9,335	)	$	65,018
EARNINGS PER SHARE
Basic	$	1.51								$	1.64
Diluted	$	1.41								$	1.54
Number of shares used in compution:
Basic		39,601									39,601
Diluted		42,331									42,331

* The historical income statement of Diodes Zetex Limited were prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Certain adjustments had been made and combined in pro forma adjustments to comply with GAAP presentation.

(1)	Represents the adjustments to the movement of deferred income account to conform with US GAAP.
(2)	Represents additional cost of goods sold related to the above adjustments.
(3)	Reflects the reversal of capitalized product development costs and the adjustment to eliminate the amortization of product development costs that were previously capitalized in accordance with IFRS.
(4)	Represents interest expense from borrowings incurred to fund the cash consideration of the Diodes Zetex Limited acquisition. The pro forma interest expense arises from the additional borrowings has been computed based upon $165.0 million loan and an average interest rate of 3.73%.
(5)	Represents the movement in the balance sheet provision as indicated above. Also, under IFRS, the deferred tax impact of actuarial  movements in the defined benefit pensions scheme and movements in the fair value of foreign exchange contracts are recognised in the statement of recognised income and expenditure. Under US GAAP, such movements were adjusted to the income statement.