DIODES INCORPORATED (NASDAQ:DIOD) Files An 8-K Results of Operations and Financial Condition

Item2.02

On February14, 2017, Diodes Incorporated (the Company) issued a
press release announcing its fourth quarter and full year 2016
financial results. A copy of the press release is furnished as
Exhibit99.1.

In the press 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
Companys 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 Companys 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 information furnished in this Item2.02, including the exhibit
incorporated by reference, will not be treated as filed for the
purposes of Section18 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 (the Securities Act), or into another
filing under the Exchange Act, unless that filing expressly
refers to specific information in this Report.

The landlord has informed the Company that it will not renew the
lease of the Companys wafer fabrication plant located in Lees
Summit, MO, which lease expires on December31, 2017. KFAB has
leased this facility since 1994.

In light of the landlords decision not to renew the lease, the
Company has begun activities to transfer the KFAB wafer
manufacturing operations to other Company wafer fabrication
plants and external foundries. The Company expects to cease
operations there late in third quarter 2017 and to vacate the
premises no later than November15, 2017. Employees will be
offered retention and standard severance packages.

Total KFAB shutdown costs are expected to be approximately
$10million to $12million, on a pretax basis, which will be
expensed and paid throughout 2017. Expenses to be incurred
include cash costs of approximately $4million for employee
retention and severance, $2million for contract termination
costs, and $2million for equipment and building decommissioning
costs and non-cash costs of $2million for equipment impairment
and $1million of inventory write-off. Because of lower costs and
improved utilization of our internal wafer fabs we expect our
annual savings to be $11 to $13million once the equivalent volume
has been fully transferred to other production sites.

The Company estimates the quarterly shutdown charges in 2017 to
be: approximately $1.1million ($0.7million after tax, or
approximately $0.01 per diluted share) in first quarter 2017;
approximately $1.1million ($0.7million after tax, or
approximately $0.01 per diluted share) in second quarter 2017;
approximately $2.9million ($1.9million after tax, or
approximately $0.04 per diluted share) in third quarter 2017; and
approximately $5.7million ($3.7million after tax, or
approximately $0.07 per diluted share) in fourth quarter 2017.

The press release furnished in Exhibit 99.1 also provides an
update on the Companys business outlook, that is 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.

The information furnished in this Item7.01, including the exhibit
incorporated by reference, will not be treated as filed for the
purposes of Section18 of 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, or into another filing under the Exchange Act,
unless that filing expressly refers to specific information in
this Report.

(d)Exhibits.

About DIODES INCORPORATED (NASDAQ:DIOD)

Diodes Incorporated is a global manufacturer and supplier of application-specific standard products within the discrete, logic, analog and mixed-signal semiconductor markets, serving the consumer electronics, computing, communications, industrial and automotive markets. The Company’s products include diodes; rectifiers; transistors; metal-oxide semiconductor field-effect transistors (MOSFETs); protection devices; amplifiers and comparators; Hall-effect and temperature sensors, and power management devices, including light emitting diode (LED) drivers, alternating current (AC)-direct current (DC) and DC-DC switching, linear voltage regulators and voltage references, along with special function devices, such as universal serial bus (USB) power switches, load switches, voltage supervisors and motor controllers. It also holds interests in Pericom Semiconductor Corporation, which designs, develops and markets integrated circuits (ICs) and frequency control products (FCPs).

DIODES INCORPORATED (NASDAQ:DIOD) Recent Trading Information

DIODES INCORPORATED (NASDAQ:DIOD) closed its last trading session down -0.26 at 24.13 with 201,290 shares trading hands.