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

Exhibit 99.2

DIODES INCORPORATED (“DIODES”)

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 acquisition of BCD Semiconductor Manufacturing Limited and subsidiaries (“BCD”) in March 2013 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 (as adjusted for the BCD acquisition), which is included herein.

The unaudited pro forma condensed combined balance sheet gives pro forma effect to the BCD acquisition as if it had been completed on December 31, 2012 and combines Diodes audited consolidated balance sheet with BCD’s audited consolidated balance sheet as of December 31, 2012. The unaudited pro forma condensed combined statement of operations gives pro forma effect to the transactions as if they had been completed on January 1, 2012 and combines Diodes audited consolidated statement of operations and BCD’s audited consolidated statement of operations for the fiscal year ended December 31, 2012.

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 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 BCD that existed as of the date of the completion of the acquisition. 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 with the United States Securities and Exchange Commission and with BCD historical consolidated financial statements which are included herein as Exhibit 99.1.

Diodes Incorporated

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2012

(in thousands)

	Historical			Historical			Pro Forma			Pro Forma
	Diodes			BCD			Adjustments			Combined
CURRENT ASSETS
Cash and cash equivalents	$	157,121		$	36,553		$	152,534	(2)(6)	$	346,208
								(154,735	)(1)		(154,735	)
Accounts receivable, net		152,073			22,743			—			174,816
Inventories		153,293			34,294			—			187,587
Deferred income taxes, current		9,995			1,067			2,615	(7)		13,677
Prepaid expenses and others		18,928			19,339			—			38,267
Total Current Assets		491,410			113,996			414			605,820
PROPERTY, PLANT AND EQUIPMENT, net		243,296			92,167			9,234	(1)(4)		344,697
DEFERRED INCOME TAXES, non-current		36,819			543			(5,054	)(1)		32,308
OTHER ASSETS
Intangible assets, net		87,359			1,575			12,846	(1)(3)		101,780
Goodwill		44,337			295			2,192	(1)		46,824
Other		16,842			11,567			798	(1)(2)		29,207
Total Assets	$	920,063		$	220,143		$	20,430		$	1,160,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Line of credit	$	7,629		$	17,800		$	(17,800	)(2)	$	7,629
Accounts payable		64,072			35,984			—			100,056
Accrued liabilities		41,139			14,157			8,346	(1)(5)		63,642
Income tax payable		678			1,097			—			1,775
Total Current Liabilities		113,518			69,038			(9,454	)		173,102
LONG-TERM DEBT, net of current portion
Long-term borrowings		44,131			—			180,000	(2)		224,131
CAPITAL LEASE OBLIGATION, net of current portion		789			116			—			905
OTHER LONG-TERM LIABILITIES		41,185			4,060			13,970	(1)		59,215
Total Liabilities		199,623			73,214			184,516			457,353
EQUITY
Diodes Incorporated Stockholders’ equity
Common stock		30,674			107			(107	)(8)		30,674
Additional paid-in capital		280,571			159,072			(159,072	)(8)		280,571
Retained earnings		399,796			(25,089	)		7,932	(6)(7)(8)		382,639
Accumulated other comprehensive gain (loss)		(33,856	)		12,839			(12,839	)(8)		(33,856	)
Total Diodes Incorporated Stockholders’ equity		677,185			146,929			(164,086	)		660,028
Noncontrolling interest		43,255			—			—			43,255
Total equity		720,440			146,929			(164,086	)		703,283
Total Liabilities and Stockholders’ Equity	$	920,063		$	220,143		$	20,430		$	1,160,636

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet for the 12 Months Ended December 31, 2012:

(1) The adjustment reflects the purchase method of accounting, the total consideration is allocated to BCD’s assets and liabilities based on their estimated fair value as of the date of acquisition.

The preliminary estimated consideration is allocated as follows:

Calculation of consideration:
Cash consideration to BCD shareholders from financing arrangement included in footnote 2	$	154,735
-Based upon approximately 19 million BCD American Depository Share (ADS) outstanding as of March 5, 2013 at $8 per ADS.
Preliminary allocation of consideration:
Book value of BCD net assets		142,253
Adjustment to historical net book value:
Intangible assets (see footnote 3)		17,200
Fixed assets (see footnote 4)		11,542
Inventory		5,485
Accrued liabilities		(4,010	)
Other long-term liabilities		(19,024	)
Other		(903	)
Adjusted book value of BCD net assets		152,543
Goodwill	$	2,192

A final determination, which is expected to be finalized by the end of the third quarter of fiscal 2013, 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 assets of BCD 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) The adjustment reflects the new secured $180 million debt, approximately $3 million associated debt issuance cost and repayment of approximately $18 million BCD short-term loans.

(3) The adjustment reflects the additional amortization of acquisition related intangible assets based on the estimated 6 year weighted-average useful lives.

(4) The adjustment reflects the additional depreciation on the step-up of acquired BCD property, plant and equipment (“PP&E”) based on the estimated 5 year weighted-average useful lives.

(5) The adjustment reflects the accrued retention bonus related to the acquisition.

(6) The adjustment reflects approximately $4 million in transaction costs related to the acquisition.

(7) The adjustment reflects the adjustments to the current year profits along with its tax effect on the pro forma adjustments.

(8) The adjustment reflects the acquisition of 100% of the equity of BCD and the elimination of BCD’s historical equity accounts.

Diodes Incorporated

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2012

(in thousands, except per share data)

	Historical			Historical			Pro Forma			Pro Forma
	Diodes			BCD			Adjustments			Combined
Net sales	$	633,806		$	142,844		$	—		$	776,650
Cost of goods sold		472,220			103,360			8,054	(4)(5)(7)(8)		583,634
Gross Profit		161,586			39,484			(8,054	)		193,016
Operating expenses:
Selling, general and administrative		101,363			20,680			2,320	(5)(7)		124,363
Research and development		33,761			10,713			378	(5)(7)		44,852
Amortization of acquisition related intangible assets		5,122			514			2,265	(3)(6)		7,901
Loss ( gain) on fixed assets		(3,556	)		—			—			(3,556	)
Total operating expenses		136,690			31,907			4,963			173,560
Income from operations		24,896			7,577			(13,017	)		19,456
Other income (expenses):
Interest income		778			1,281			—			2,059
Interest expense		(876	)		(508	)		(2,808	)(1)(2)		(4,192	)
Amortization of debt issuance cost		—			—			(516	)(1)		(516	)
Gain on securities carried on fair value		7,100			—			—			7,100
Other—net		(1,091	)		1,016			—			(75	)
Total other income (expenses)		5,911			1,789			(3,324	)		4,376
Income before income taxes and noncontrolling interest		30,807			9,366			(16,341	)		23,832
Income tax provision		(4,825	)		(984	)		2,615	(9)		(3,194	)
Net Income (loss)		25,982			8,382			(13,726	)		20,638
Less: net (income) loss attributed to noncontrolling interest		(1,830	)		—			—			(1,830	)
Net income (loss) attributed to common stockholders	$	24,152		$	8,382		$	(13,726	)	$	18,808
Earnings (loss) per share attributable to common stockholders
Basic	$	0.53		$	0.18		$	(0.30	)	$	0.41
Diluted	$	0.51		$	0.18		$	(0.29	)	$	0.40
Number of shares used in computation
Basic		45,780									45,780
Diluted		46,899									46,899

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations for the 12 Months Ended December 31, 2012:

(1) The adjustment reflects the new secured $180 million debt based on the current interest rate of 1.7% and approximately $3 million associated debt issuance cost.

(2) The adjustment reflects the interest on the BCD’s short-term loan of approximately $18 million repaid upon acquisition.

(3) The adjustment reflects the additional amortization of acquisition related intangible assets based on the estimated 6 year weighted-average useful lives.

(4) The adjustment reflects the additional depreciation on the step-up of acquired BCD PP&E based on the estimated 5 year weighted-average useful lives.

(5) The adjustment reflects the pre-acquisition BCD share-based compensation expense.

(6) The adjustment reflects the pre-acquisition amortization of acquisition related intangible assets recorded by BCD.

(7) The adjustment reflects the accrued retention bonus related to the acquisition.

(8) The adjustment reflects the expensing of approximately $5 million related to the inventory acquired from BCD acquisition. The adjustment accounts for the reasonable profit allowance for the selling effort on finished goods inventory and the reasonable profit allowance for the completion and selling efforts on the work-in-process inventory. This adjustment was recorded against cost of goods sold.

(9) The adjustment reflects the tax benefit of the net pro forma adjustment at the Company’s effective tax rate.