DIOD Diodes Inc

 

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

Date of Report (Date of earliest event reported): February 11, 2025

 

 

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, Texas				75024
(Address of Principal Executive Offices)				(Zip Code)

 

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

 

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.66 2/3		DIOD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On February 11, 2025, Diodes Incorporated (the “Company”) issued a press release announcing its fourth quarter and fiscal year ended December 31, 2024 financial results. A copy of the press release is furnished as Exhibit 99.1.

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 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 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 (the “Securities Act”), 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 press release furnished as Exhibit 99.1 also provides an update on the Company’s 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 Item 7.01, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 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.

Item 8.01 Other Events.

From time to time, Diodes Incorporated (the “Company”) may give corporate presentations to its customers, suppliers and other related interested parties. Copies of the Company’s corporate presentation slides, updated on February 11, 2025, are attached herewith as Exhibit 99.2 and Exhibit 99.3. Exhibit 99.2 provides an update focused on the Company's fourth quarter and fiscal 2024 financial results and Exhibit 99.3 is used in the Company's investor relations presentations.

Forward-Looking Statements

Statements in this Current Report on Form 8-K (including in the documents attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 contain forward-looking statements that involve future risks and uncertainties as contemplated by the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report on Form 8-K (including the documents attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 should be regarded as “forward-looking statements” and Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 contain a more detailed listing of the risks and uncertainties associated with those forward-looking statements. Diodes undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated February 11, 2025.
99.2	Fourth Quarter 2024 Financial Results.
99.3	Corporate slides for investor relations presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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 thereunto duly authorized.

			DIODES INCORPORATED
Date:	February 11, 2025	By:	/s/Brett R. Whitmire
			Brett R. Whitmire Chief Financial Officer

 

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Exhibit 99.1

Diodes Incorporated Reports Fourth Quarter and Fiscal 2024 Financial Results

 

Exceeds 4Q Revenue Expectations and Achieves Over 5% Growth YoY

 

 

Plano, Texas – February 11, 2025 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD) today reported its financial results for the fourth quarter and year ended December 31, 2024.

 

Fourth Quarter Highlights

 

Commenting on the results, Gary Yu, President of Diodes, stated, “Our above seasonal revenue results in the fourth quarter reflect the improving momentum we have seen over the past few quarters as the markets in Asia gradually improve, especially in China and the Southeast Asia region. We achieved 5% growth over the fourth quarter 2023, which marks a return to year-over-year growth following the multi-year market slowdown. Even though the overall global demand environment remains challenging, especially in Europe and North America, we were able to maintain our automotive and industrial mix percentage at 42% of total product revenue, which is a testament to the progress we have made on our new product and content expansion initiatives.

 

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“Diodes enters the new year having strong POS in Asia for 2024, improved levels of channel inventory and a solid balance sheet combined with a committed focus on expanding growth in our target markets, especially the automotive and industrial markets, and capitalizing on new opportunities in AI-related applications. With our product mix consistently above our target model, we are well positioned for future growth and margin expansion as the market recovery broadens across our end markets in 2025 and beyond.”

 

Fourth Quarter 2024

Revenue for fourth quarter 2024 was $339.3 million, compared to $350.1 million in the third quarter 2024 and $322.7 million in the fourth quarter 2023.

 

GAAP gross profit for the fourth quarter 2024 was $110.9 million, or 32.7 percent of revenue, compared to $118.0 million, or 33.7 percent of revenue, in the third quarter 2024 and $112.5 million, or 34.9 percent of revenue, in the fourth quarter of 2023.

 

GAAP operating expenses for fourth quarter 2024 were $99.0 million, or 29.2 percent of revenue, and on a non-GAAP basis were $95.5 million, or 28.1 percent of revenue, which excludes $5.0 million amortization of acquisition-related intangible asset expenses, $0.6 million in restructuring charges, $0.3 million in acquisition-related costs and $2.3 million of insurance recovery. GAAP operating expenses in the third quarter 2024 were $96.1 million, or 27.5 percent of revenue and in the fourth quarter 2023 were $91.8 million, or 28.4 percent of revenue.

 

Fourth quarter 2024 GAAP net income was $8.2 million, or $0.18 per diluted share, compared to GAAP net income in the third quarter 2024 of $13.7 million, or $0.30 per diluted share, and $25.3 million, or $0.55 per diluted share, of GAAP net income in the fourth quarter 2023.

 

Fourth quarter 2024 non-GAAP adjusted net income was $12.5 million, or $0.27 per diluted share, which excluded, net of tax, $4.1 million of acquisition-related intangible asset cost, $1.3 million non-cash mark-to-market investment value adjustment, $0.5 million in restructuring charges, $0.2 million in acquisition-related costs and $1.9 million of insurance recovery. This compares to non-GAAP adjusted net income of $20.1 million, or $0.43 per diluted share, in the third quarter 2024 and $23.4 million, or $0.51 per diluted share, in the fourth quarter 2023.

 

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

 

				Three Months Ended
				December 31, 2024
GAAP net income				$	8,241
GAAP diluted earnings per share				$	0.18
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets					4,099
Acquisition related cost					232
Restructuring charge					458
Non-cash mark-to-market investment value adjustments					1,305
Insurance recovery for manufacturing facility					(1,870	)
Non-GAAP net income				$	12,465
Non-GAAP diluted earnings per share				$	0.27

 

Note: Throughout this release, we refer to “net income attributable to common stockholders” as “net income.”

 

(See the reconciliation tables of GAAP net income to non-GAAP adjusted net income near the end of this release for further details.)

 

Included in fourth quarter 2024 GAAP net income and non-GAAP adjusted net income was approximately $5.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP earnings per share (“EPS”) and non-GAAP adjusted EPS would have increased by $0.11 per share for the fourth quarter 2024, compared to $0.13 for the third quarter 2024 and $0.13 for both in the fourth quarter 2023.

 

EBITDA (a non-GAAP measure), which represents earnings before net interest expense, income tax, depreciation and amortization, in fourth quarter 2024 was $40.7 million, or 12.0 percent of revenue, compared to $46.9 million, or 13.4 percent of revenue, in third quarter 2024 and $58.4 million, or 18.1 percent of revenue, in fourth quarter 2023. For a reconciliation of GAAP net income to EBITDA, see the table near the end of this release for further details.

 

For the fourth quarter 2024, net cash provided by operating activities was $81.8 million. Net cash flow was negative $2.4 million, including the net pay-down of $3.8 million of total debt. Free cash flow (a non-GAAP measure) was $62.1 million, which includes $19.7 million of capital expenditures.

 

Balance Sheet

As of December 31, 2024, the Company had approximately $322 million in cash and cash equivalents, restricted cash, and short-term investments. Total debt (including long-term and short-term) amounted to approximately $52 million and working capital was approximately $849 million.

 

The results announced today are preliminary and unaudited, as they are subject to the Company finalizing its closing procedures and completion of the quarterly review by its

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independent registered public accounting firm. As such, these results are subject to revision until the Company files its Form 10-K for the year ending December 31, 2024.

 

Business Outlook

Gary Yu further commented, “For the first quarter of 2025, we expect revenue to be approximately $323 million, plus or minus 3 percent, representing a 4.8% sequential decrease at the mid-point, due to the Chinese New Year holiday but slightly better than typical seasonality. Importantly, the mid-point of guidance represents 7% year-over-year growth and extends our momentum in support of our expectation for growth in 2025. GAAP gross margin is expected to be 32.5 percent, plus or minus 1 percent. Non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 30.0 percent of revenue, plus or minus 1 percent. We expect net interest income to be approximately $1.5 million. Our income tax rate is expected to be 18.5 percent, plus or minus 3 percent, and shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.7 million.”

 

Amortization of acquisition-related intangible assets of $5.8 million, after tax, for previous acquisitions is not included in these non-GAAP estimates.

 

Conference Call

Diodes will host a conference call on Tuesday, February 11, 2025 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its fourth quarter financial results. Investors and analysts may join the conference call by dialing 1-833-634-2590, and international callers may join the teleconference by dialing +1-412-317-6038. A telephone replay of the call will be made available approximately two hours after the call and will remain available until February 18, 2025 at midnight Central Time. The replay number is 1-877-344-7529 with an access code of 6215367 followed by the # key. International callers should dial +1-412-317-0088 and enter the same pass code at the prompt followed by the # key.

Additionally, this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the Investor Relations section of the Company’s website. To listen to the live call, please go to the investors’ section of Diodes’ website and click on the conference call link at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call on Diodes' website for approximately 90 days.

 

About Diodes Incorporated

Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index company, delivers high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. We leverage our expanded product portfolio of analog and discrete power solutions combined with leading-edge packaging technology to meet customers’ needs. Our broad range of application-specific products and solutions-focused sales, coupled with global operations including engineering, testing, manufacturing, and customer service, enable us to be a premier provider for high-volume, high-growth markets. For more information, visit www.diodes.com.

 

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 containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the first quarter of 2025, we expect revenue to be approximately $323 million plus or minus 3 percent; we expect GAAP gross margin to be 32.5 percent, plus or minus 1 percent; non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 30.0 percent of

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revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $1.5 million; we expect our income tax rate to be 18.5 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.7 million. 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 or that integration of acquired businesses may not continue as rapidly as we anticipate; 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; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission.

 

The Diodes logo is a registered trademark of Diodes Incorporated in the United States and other countries.

 

© 2025 Diodes Incorporated. All Rights Reserved.

 

Company Contact:		Investor Relations Contact:
Diodes Incorporated		Shelton Group
Gurmeet Dhaliwal		Leanne Sievers
Director, IR & Corporate Marketing		President, Investor Relations
P: 408-232-9003		P: 949-224-3874
E: Gurmeet_Dhaliwal@diodes.com		E: lsievers@sheltongroup.com

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DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2024				2023				2024				2023
Net sales	$	339,298			$	322,699			$	1,311,120			$	1,661,739
Cost of goods sold		228,414				210,223				875,258				1,003,557
Gross profit		110,884				112,476				435,862				658,182
Operating expenses
Selling, general and administrative		62,323				56,484				233,913				257,939
Research and development		33,207				32,957				134,051				134,868
Amortization of acquisition-related intangible assets		5,002				3,806				16,499				15,282
(Gain)loss on disposal of fixed assets		(2,116	)			(489	)			(7,641	)			(2,045	)
Restructuring charge		552				(983	)			8,591				1,583
Other operating (income)expense		(1	)			(2	)			(1	)			(16	)
Total operating expense		98,967				91,773				385,412				407,611
Income from operations		11,917				20,703				50,450				250,571
Other (expense) income
Interest income		4,920				4,835				18,303				13,338
Interest expense		(494	)			(481	)			(2,334	)			(5,700	)
Foreign currency gain(loss), net		(3,656	)			(2,468	)			(6,308	)			(5,264	)
Unrealized gain(loss) on investments		(1,631	)			1,805				(321	)			18,267
Other income		1,214				3,484				2,892				6,721
Total other income (expense)		353				7,175				12,232				27,362
Income before income taxes and noncontrolling interest		12,270				27,878				62,682				277,933
Income tax provision		2,041				2,771				11,840				47,285
Net income		10,229				25,107				50,842				230,648
Less net (income) attributable to noncontrolling interest		(1,988	)			185				(6,818	)			(3,466	)
Net income attributable to common stockholders	$	8,241			$	25,292			$	44,024			$	227,182
Earnings per share attributable to common stockholders:
Basic	$	0.18			$	0.55			$	0.95			$	4.96
Diluted	$	0.18			$	0.55				0.95			$	4.91
Number of shares used in earnings per share computation:
Basic		46,333				45,938				46,208				45,803
Diluted		46,397				46,245				46,408				46,311

 

 

 

 

 

Note: Throughout this release, we refer to “net income attributable to common stockholders” as “net income.”

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DIODES INCORPORATED AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME

(in thousands, except per share data)

(unaudited)

 

For the three months ended December 31, 2024:

 

				Operating Expenses				Other (Income) Expense				Income Tax Provision				Net Income
Per-GAAP																$	8,241
Diluted earnings per share (per-GAAP)																$	0.18
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets					5,002								(903	)			4,099
Acquisition related cost					294								(62	)			232
Restructuring charge					552								(94	)			458
Non-cash mark-to-market investment value adjustments									1,631				(326	)			1,305
Insurance recovery for manufacturing facility					(2,338	)							468				(1,870	)
Non-GAAP																$	12,465
Diluted shares used in computing earnings per share																	46,397
Non-GAAP diluted earnings per share																$	0.27

Note: Included in GAAP and non-GAAP adjusted net income was approximately $5.3 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 $0.11 per share.

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DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.

(in thousands, except per share data)

(unaudited)

 

For the three months ended December 31, 2023:

				Operating Expenses				Other (Income) Expense				Income Tax Provision				Net Income
Per-GAAP																$	25,292
Diluted earnings per share (per-GAAP)																$	0.55
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets					3,806								(698	)			3,108
Non-cash mark-to-market investment value adjustments									(1,805	)			361				(1,444	)
Investment gain									(2,794	)							(2,794	)
Restructuring Cost					(984	)							246				(738	)
Non-GAAP																$	23,424
Diluted shares used in computing earnings per share																	46,245
Non-GAAP diluted earnings per share																$	0.51

 

Note: Included in GAAP and non-GAAP adjusted net income was approximately $5.9 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 $0.13 per share.

 

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DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.

(in thousands, except per share data)

(unaudited)

 

For the twelve months ended December 31, 2024:

 

				Operating Expenses				Other (Income) Expense				Income Tax Provision				Net Income
Per-GAAP																$	44,024
Diluted earnings per share (per-GAAP)																$	0.95
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets					16,499								(3,012	)			13,487
Officer retirement					644								(135	)			509
Acquisition related cost					1,059								(222	)			837
Restructuring charge					8,591				789				(1,835	)			7,545
Non-cash mark-to-market investment value adjustments									321				(64	)			257
Insurance recovery for manufacturing facility					(7,142	)							1,428				(5,714	)
Non-GAAP																$	60,945
Diluted shares used in computing earnings per share																	46,408
Non-GAAP diluted earnings per share																$	1.31

ote: Included in GAAP and non-GAAP income was approximately $18 million and $17.4 million respectively, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP diluted earnings per share would have improved by $0.40 per share and non-GAAP diluted earnings per share would have improved by $0.39 per share.

 

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DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.

(in thousands, except per share data)

(unaudited)

 

For the twelve months ended December 31, 2023:

 

				Operating Expenses				Other (Income) Expense				Income Tax Provision				Net Income
Per-GAAP																$	227,182
Diluted earnings per share (per-GAAP)																$	4.91
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets					15,282								(2,803	)			12,479
Officer retirement					2,788								(571	)			2,217
Non-cash mark-to-market investment value adjustments									(18,267	)			1,690				(16,577	)
Investment gain									(3,931	)			227				(3,704	)
Restructuring Cost					1,583								(396	)			1,187
Non-GAAP																$	222,784
Diluted shares used in computing earnings per share																	46,311
Non-GAAP diluted earnings per share																$	4.81

 

Note: Included in GAAP and non-GAAP adjusted net income was approximately $24.4 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 $0.53 per share.

 

 

 

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ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE

The Company’s financial statements present net income and earnings per share that are calculated using accounting principles generally accepted in the United States (“GAAP”). The Company’s management makes adjustments to the GAAP measures that it feels are necessary to allow investors and other readers of the Company’s financial releases to view the Company’s operating results as viewed by the Company’s management, board of directors and research analysts in the semiconductor industry. These non-GAAP measures are not prepared in accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names. The explanation of the adjustments made in the table above, are set forth below:

Detail of non-GAAP adjustments

Amortization of acquisition-related intangible assets – The Company excluded this item, including amortization of developed technologies and customer relationships. The fair value of the acquisition-related intangible assets is amortized using straight-line methods which approximate the proportion of future cash flows estimated to be generated each period over the estimated useful life of the applicable assets. The Company believes that exclusion of this item is appropriate because a significant portion of the purchase price for its acquisitions was allocated to the intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses. In addition, the Company excluded this item because there is significant variability and unpredictability among companies with respect to this expense.

Officer retirement – The Company excluded costs related to the retirement of two executives. These costs represent cash payments and the accelerated vesting of previously issued stock awards. The Company feels it is appropriate to exclude these costs since they don’t represent ongoing operating expenses and will present investors with a more accurate indication of our continuing operations.

Acquisition related costs – The Company excluded expenses associated with previous acquisitions of that typically consist of advisory, legal and other professional and consulting fees. These costs were expensed as they were incurred and as services were received, and in which the corresponding tax adjustments were made for the non-deductible portions of these expenses. The Company believes the exclusion of the acquisition related costs provides investors with a more accurate reflection of costs likely to be incurred in the absence of an unusual event such as an acquisition and facilitates comparisons with the results of other periods that may not reflect such costs.

Insurance recovery for manufacturing facility – The Company recorded gains related to insurance recovery for a manufacturing facility in Asia. The Company believes the exclusion of the insurance recovery provides investors with a more accurate reflection of the continuing operations of the Company and facilitates comparisons with the results of other periods which may not reflect such gains.

Non-cash mark-to-market investment adjustments – The Company excluded mark-to-market adjustments on various equity related investments. The Company believes this is not reflective of the ongoing operations and exclusion of this provides investors an enhanced view of the Company’s operating results.

Restructuring charge – The Company recorded restructuring charges related to various locations. These restructuring charges are excluded from management’s assessment of the Company’s operating performance. The Company believes the exclusion of the restructuring charges provides investors an enhanced view of the cost structure of the Company’s operations and facilitates comparisons with the results of other periods that may not reflect such charges or may reflect different levels of such charges.

Investment gain – The Company excluded the gain realized on the sale of an equity investment. The Company believes this is not reflective of the ongoing operations and exclusion of this item provides investors an enhanced view of the Company’s operating results.

 

 

 

 

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CASH FLOW ITEMS

Free cash flow (FCF) (Non-GAAP)

FCF for the fourth quarter of 2024 is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations. For the fourth quarter of 2024, FCF was $62.1 million, which represents the cash and cash equivalents that we are able to generate after taking into account cash outlays required to maintain or expand property, plant and equipment. FCF is important because it allows us to pursue opportunities to develop new products, make acquisitions and reduce debt.

 

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 amounts 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								Twelve Months Ended
		December 31,								December 31,
		2024				2023				2024				2023
Net income (per-GAAP)		$	8,241			$	25,292			$	44,024			$	227,182
Plus:
Interest expense, net			(4,426	)			(4,354	)			(15,969	)			(7,638	)
Income tax provision			2,041				2,771				11,840				47,285
Depreciation and amortization			34,890				34,644				137,189				137,367
EBITDA (non-GAAP)		$	40,746			$	58,353			$	177,084			$	404,196

 

 

 

 

 

 

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DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

 

 

		December 31,				December 31,
		2024				2023
Assets
Current assets:
Cash and cash equivalents		$	308,671			$	315,457
Restricted Cash			6,053				3,026
Short-term investments			7,464				10,174
Accounts receivable, net of allowances of $7,799 and $5,641 at December 31, 2024 and December 31, 2023, respectively			325,517				371,930
Inventories			474,948				389,774
Prepaid expenses and other			101,500				97,024
Total current assets			1,224,153				1,187,385
Property, plant and equipment, net			684,259				746,169
Deferred income tax			51,974				51,620
Goodwill			181,555				146,558
Intangible assets, net			67,397				63,937
Other long-term assets			176,943				171,990
Total assets		$	2,386,281			$	2,367,659
Liabilities
Current liabilities:
Line of credit		$	31,429			$	40,685
Accounts payable			133,765				158,261
Accrued liabilities			186,576				179,674
Income tax payable			22,730				10,459
Current portion of long-term debt			1,096				4,419
Total current liabilities			375,596				393,498
Long-term debt, net of current portion			19,563				16,979
Deferred tax liabilities			6,953				13,662
Unrecognized tax benefits			24,646				34,035
Other long-term liabilities			90,576				99,808
Total liabilities			517,334				557,982
Commitments and contingencies
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; 46,332,891 and 45,938,382, issued and outstanding at December 31, 2024 and December 31, 2023, respectively			37,083				36,819
Additional paid-in capital			523,744				509,861
Retained earnings			1,719,298				1,675,274
Treasury stock, at cost, 9,288,420 and 9,286,862 shares held at December 31, 2024 and December 31, 2023			(338,100	)			(337,986	)
Accumulated other comprehensive loss			(146,724	)			(143,227	)
Total stockholders' equity			1,795,301				1,740,741
Noncontrolling interest			73,646				68,936
Total equity			1,868,947				1,809,677
Total liabilities and stockholders' equity		$	2,386,281			$	2,367,659

 

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Diodes Incorporated (DIOD) Plano, TX, USA Fourth Quarter 2024 Financial Results February 11, 2025 Exhibit 99.2

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Safe Harbor Statement 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 containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the first quarter of 2025, we expect revenue to be approximately $323 million plus or minus 3 percent; we expect GAAP gross margin to be 32.5 percent, plus or minus 1 percent; non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 30.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $1.5 million; we expect our income tax rate to be 18.5 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.7 million. 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 or that integration of acquired businesses may not continue as rapidly as we anticipate; 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; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company’s press release on February 11, 2025 titled, “Diodes Incorporated Reports Fourth Quarter and Fiscal 2024 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.

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About Diodes Incorporated Vision: Profitability Growth to MaximizeShareholder Value Our Core Values: Integrity, Commitment,Innovation Diodes delivers analog and discrete power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets 66 Years in business 33 Consecutive yearsof profitability ~8400 Number ofemployees 1.31Bn Annual Revenue 2024 >39Bn >28K Number ofproducts (SKU)shipped in 2024 >50K Number ofcustomers 42% of 2024 product revenue from automotive/industrial Stock Symbol Number of units shippedin 2024 DIOD

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Longer Term $B Corporate Objectives Goal 1: $1B Market Cap Goal 2: $1B Annual Revenue Goal 3: $1B Gross Profit Goal 4: $1B Profit Before Tax $1B Market Cap $1B Revenue $1B Gross Profit $1B PBT - 2010 - 2017 Next Target:$1B Gross profit Gross Margin: 40%Revenue: $2.5B

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Targeted Market Segment Goal Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, precision controls, medical, clean energy, machine to machine, robotics, motor control, and AIoT Consumer IoT: wearables, home automation, home appliances, smart infrastructure, and charging solutions Communications Smart phones, 5G networks, and enterprise networking Computing Cloud computing: server, AI server, storage, data centers, and edge AI ~60% of revenue ~40% of revenue (58% for Q4 2024) (42% for Q4 2024)

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Profitability Growth Track record of Continued Outperformance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2024) CAGR: 10% (2005 - 2024)

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Gross Margins and EPS Gross Margins (%) Non-GAAP EPS ($) CAGR: 7.34% (2012 - 2024)

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4Q FY24 Highlights 4Q Revenue exceeded expectations and achieved over 5% growth YoY $322 million in cash and cash equivalents*; Total debt approx. $52 million * Cash and cash equivalents, restricted cash and short-term investments Point of Sales (POS) increased double digit in Asia in the second half 2024 compared to 2023 11th consecutive quarter of automotive and industrial product revenue above our target model of 40 percent. Automotive revenue 19% of product revenue.

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4Q FY24 Performance $339.3M -3.1% Q-Q Revenue $110.9M GAAP Gross Profit - 6.0%Q-Q 32.7% -100 bps Q-Q GAAP Gross Margin $0.27 -37.2% Q-Q Non-GAAP EPS $12.5M -37.8% Q-Q Non-GAAP Net Income $40.7M EBITDA 12.0% of Revenue $81.8M Cash Flow from Ops $322M/$52M Strong Balance Sheet Cash*/Debt 24.1% of Revenue * Cash and cash equivalents, restricted cash and short-term investments

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Revenue Profile for Fourth Quarter 2024 By End Market Computing Consumer Industrial Communications Automotive By Channel Distribution Direct By Region Asia Pacific Europe Americas 18% 15% 25% 23% 19% 65% 35% 80% 12% 8%

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Quarterly Performance Quarterly Gross Profit ($ Millions) Quarterly Revenue ($ Millions)

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Income Statement – Fourth Quarter 2024 ($ in millions, except EPS) 4Q23 3Q24 4Q24 Net sales 322.7 350.1 339.3 Gross profit (GAAP) 112.5 118.0 110.9 Gross profit margin % (GAAP) 34.9% 33.7% 32.7% Net income (GAAP) 25.3 13.7 8.2 Net income (non-GAAP) 23.4 20.1 12.5 Diluted EPS (non-GAAP) 0.51 0.43 0.27 Cash flow from operations 38.4 54.4 81.8 EBITDA (non-GAAP) 58.4 46.9 40.7

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Balance Sheet ($ in millions) Dec 31, 2022 Dec 31, 2023 Dec 31, 2024 Cash* 348 329 322 Inventory 360 390 475 Current Assets 1,162 1,187 1,224 Total Assets 2,288 2,368 2,386 Total Debt 185 62 52 Total Liabilities 705 558 517 Total Equity 1,583 1,810 1,869 * Cash and cash equivalents, restricted cash and short-term investments

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Revenue to be ~$323 million, +/- 3.0% GAAP gross margin of 32.5%, +/- 1% Non-GAAP operating expenses 30.0% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net Interest income of ~$1.5 million Income tax rate to be 18.5%, +/- 3% Shares used to calculate diluted EPS approximately 46.7 million Amortization of $5.8 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on February 11, 2025 First Quarter 2025 Business Outlook

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Investment Summary Vision: Expand shareholder value Mission: Profitability growth to drive 20%+ operating profit Next Strategic Goal: $1B gross profit Tactics: Total system solutions sales approach and content expansion driving growth Focus on key accounts Increased focus on high-margin automotive, industrial, analog and discrete power discrete solutions Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications

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Reconciliation of Net Income to Adjusted Net Income For the three months ended December 31, 2024 (in thousands, except per share data) (unaudited) Note: Included in GAAP and non-GAAP adjusted net income was approximately $5.3 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 $0.11 per share.

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GAAP to Non-GAAP Reconciliation For the three months ended December 31, 2023 (in thousands, except per share data) (unaudited) Note: Included in GAAP and non-GAAP adjusted net income was approximately $5.9 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 $0.13 per share.

Diodes Incorporated (DIOD Plano, TX, USA Investor Relations February 11, 2025 Exhibit 99.3

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Safe Harbor Statement 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 containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the first quarter of 2025, we expect revenue to be approximately $323 million plus or minus 3 percent; we expect GAAP gross margin to be 32.5 percent, plus or minus 1 percent; non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 30.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $1.5 million; we expect our income tax rate to be 18.5 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.7 million. 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 or that integration of acquired businesses may not continue as rapidly as we anticipate; 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; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company’s press release on February 11, 2025 titled, “Diodes Incorporated Reports Fourth Quarter and Fiscal 2024 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.

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Management Representative Experience: President & CEO, Diodes Incorporated (2005 – 2023) Texas Instruments 27 years Senior Vice President of TI Worldwide Analog and Logic President of Texas Instruments – Asia Education Honorary Doctorate in Engineering National Cheng Kung University Doctorate and Master's Degree in Electrical Engineering, Texas Tech University Bachelor's Degree in Engineering,National Cheng Kung University – Taiwan Dr. Keh-Shew Lu Chairman and CEO

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Gary Yu President Experience: Diodes Incorporated, since 2008 Chief Operating Officer Senior Vice President, Business Groups President, Asia Pacific Region General Manager, Shanghai Wafer Fabrication and BCD Business Unit Vice President of Asia Pacific Sales Manager, Sensor and Satellite Business Unit Lite-On Semiconductor Corporation Vice President, Worldwide Sales Texas Instruments IT, Finance and Capacity Planning Education: MBA - University of Dallas Master’s Degree in Telecommunication Engineering, Southern Methodist University Bachelor's Degree in MIS, Fu-Jen University, Taiwan Management Representative

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Company Representative Experience: Head of Corporate Marketing, Diodes Incorporated Head of Corporate Marketing, Pericom Semiconductor Vice President, Marketing, CA Technologies (Broadcom) Director, Global Marketing Strategy, EMC Director, Marketing, Zarlink Semiconductor (Microchip) Marketing Management positions at Cisco and National Semiconductor (TI) Education: MBA, Marketing/Entrepreneurship, Saint Mary's College of California BS in Electrical and Computer Engineering, UC Santa Barbara Gurmeet Dhaliwal Head of Corporate Marketing & Investor Relations

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About Diodes Incorporated Vision: Profitability Growth to MaximizeShareholder Value Our Core Values: Integrity, Commitment,Innovation Diodes delivers analog and discrete power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets 66 Years in business 33 Consecutive yearsof profitability ~8400 Number ofemployees 1.31Bn Annual Revenue 2024 >39Bn >28K Number ofproducts (SKU)shipped in 2024 >50K Number ofcustomers 42% of 2024 product revenue from automotive/industrial Stock Symbol Number of units shippedin 2024 DIOD

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Investing for the Future Global Operations and World-class Manufacturing Headquartered in Plano, TX Manufacturing in US, UK, Germany, China, and Taiwan ISO 9001:2015 Certified / IATF 16949:2016 Certified ISO 14001:2015 Certified Key Acquisitions 2006 2006 2012 2015 2008 2013 2019 2020 2022 Anachip Corporation Taiwan Advanced Power Devices ZetexSemiconductors Power Analog Microelectronics BCDSemiconductor Pericom Semiconductor TI’s Greenock fab (GFAB) Lite-OnSemiconductor Onsemi‘s fab (SPFAB) 2024 Fortemedia

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Global Organization Wuxi, China Shanghai,China Chongli,Taiwan Hsinchu,Taiwan Taipei,Taiwan Munich,Germany Neuhaus,Germany Plano, Texas Milpitas,California Greenock, UK Chengdu,China Logistics Hub and Warehouses Oldham,UK Key: Headquarters Wafer Fab Assembly/Test Design/Sales/Marketing South, Portland,Maine Tokyo,Japan Singapore Seongnam-si,South Korea Page 7

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Our Sustainability Commitment Our commitment to a sustainable and profitable business is built around ESG Please refer to Governance and Oversight for additional details  Social (S) Governance (G) Environment (E) Climate Change Natural Resources Pollution & Waste Biodiversity Strategy & Oversight Risks Management Business Continuity Accountability & Transparency Supply Chain Product Integrity Human Capital Community

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Longer Term $B Corporate Objectives Goal 1: $1B Market Cap Goal 2: $1B Annual Revenue Goal 3: $1B Gross Profit Goal 4: $1B Profit Before Tax $1B Market Cap $1B Revenue $1B Gross Profit $1B PBT - 2010 - 2017 Next Target:$1B Gross profit Gross Margin: 40%Revenue: $2.5B

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Profitability Growth Track record of Continued Outperformance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2024) CAGR: 10% (2005 - 2024)

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Gross Margins and EPS Gross Margins (%) Non-GAAP EPS ($) CAGR: 7.34% (2012 - 2024)

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Targeted Market Segment Goal Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, precision controls, medical, clean energy, machine to machine, robotics, motor control, and AIoT Consumer IoT: wearables, home automation, home appliances, smart infrastructure, and charging solutions Communications Smart phones, 5G networks, and enterprise networking Computing Cloud computing: server, AI server, storage, data centers, and edge AI ~60% of revenue ~40% of revenue (58% for Q4 2024) (42% for Q4 2024)

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Key Growth Areas Automotive and Industrial Driving Growth Automotive Focused on connected driving, comfort, style, safety, and electrification 22% CAGR (2013 – 2024) Released 330 new automotive-compliant products in 2024 Increased dollar content per car to $213 Industrial Focused on embedded systems, networked systems, automation, motor controls, sensors, power management, IIoT, and AIoT Building momentum for SiC Schottky diodes and MOSFETs Expanding content in automation, security, medical, clean energy generation and energy storage systems

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Total Solutions Provider Example: Embedded System Applications

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Automotive Applications Driving Growth Connected Driving ADAS (Advanced Driver Assistance Systems) Telematics Infotainment Systems Comfort, Style, and Safety Lighting Migration to LED and intelligent illumination BLDC motor / fan control Migration from Brushed to Brushless DC Motors Electrification/Powertrain Conventional Powertrain  Hybrid  Electrification Battery management Move to 48V battery Focus Applications: Automotive Revenue Growth Year 2013 – 2024 CAGR: 22% Year Automotive - % of Total Product Revenue

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Automotive Opportunity Automotive Potential Revenue $ / Car Automotive Motor Control $53.90 Connected Driving (Infotainment, Telematics & ADAS) $90.44 Powertrain, Electrification & Body Control Electronics $50.00 Lighting – Moving to LED $18.91 Total $213.25 $ Content / Car Year

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Automotive Surround-View SuperCAM Platform Advanced Clock Gen, Clock Buffer, Crystal Oscillator, USB Power Switch, and Protection solutions for mission-critical need Automotive Compliant* Products Diodes’ Key Products $ / Box Analog >$1.20 Power Management >$0.70 MOS/BJT >$3.50 Diodes and Rectifiers >$5.00 Timing and Connectivity $14.00 Total $24.40 * AEC qualified, manufactured in IATF 16949 certified sites supporting PPAP documentation (if applicable)

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EV Automotive High Voltage DC-DC Converter EV create the need for high-efficiency conversion of the high voltage battery to lower safe voltages Converts high voltage DC (300V to 900V) to a galvanically isolated 48V or 12V DC rail Diodes’ Automotive Compliant* products solution contains Silicon Carbide and Silicon MOSFET, Gate drivers, current monitors and high-performance buck converters Diodes’ Key Products $ / per car Analog >$0.20 Power Management >$0.60 MOS/BJT >$21.00 Diodes and Rectifiers >$0.10 Total $21.90 * AEC qualified, manufactured in IATF 16949 certified sites supporting PPAP documents (if applicable).

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Automotive Compliant USB Ports - PD Charging and Displays Diodes’ Key Products $ / per car Power Management $6.20 MOS/BJT $2.50 Diodes and Rectifiers $1.00 Timing and Connectivity $5.00 Total $14.70 * AEC qualified, manufactured in IATF 16949 certified sites supporting PPAP documents (if applicable). USB charging is a high growth application with approximately 2 to 8 ports per vehicle USB PD is an important expansion capability  up to 100W/port USB-C supports DP over USB and opens up the opportunity to share portable equipment’s screen on an interior display Diodes provides a system solution for USB charging including Port Controller, USB Muxes, Signal Switches, ReDrivers, Xtals, Power Management, and Protection Automotive Compliant* product portfolio expansion is expanding the SAM further

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Industrial Content Expansion Increasing IC content in embedded systems Switching and signal path for networked systems and automation Signal conditioning and timing for precision controls Industrial / motor controls, sensors, and power management for smart meters Green power, Energy storage Robotics Medical – home health systems to hospital equipment AIoT

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IoT – Machine to Machine (M2M) Growth Opportunities: Power, Sensor, DC-DC Gate Driver, BJT, MOSFET XTAL and clock Packet switch, ReDriver, IO Expander, MIPI, and USB charging M2M – Dominated by short range technology 73% are short range, mostly Wi-Fi 2030: connections @ 29,400 million M2M – By Application IoT and M2M Modems POS, Routers, Edge Server On-Premise Edge Gateway AGV (Automated Guided Vehicle) AMR (Autonomous Mobile Robots) UAV (Unmanned Aerial Vehicle) POS Display PortSwitch I2C Level Shifterw/Buffer USBSwitch USB PowerSwitch USB 3.0ReDriver USB 3.0Switch PCI Switch/ReDriver SATA Switch/ReDriver VoltageDetector Xtal USB Port USB 3.0Controller HighBandwidthMux ReDriver AC-DC Adapter GPIO Expander TemperatureSensor DVI Scaler Mobile DDR/NOR Flash NAND Flash USB 3.0 PCIe/SATA DP I2C Bus UART USB 2.0 CPU STDLIN DC-DC / LDO AC-DC Diodes’ Key Products $ / AGV Discrete $3.50 Analog & Power Mgmt. $2.20 Timing and Connectivity $18.00 Total $23.70 PMU DDR WiFiModule Gate Driver and MOS LiDAR /Gyro Sensor PCIe Packet Switch CameraSensor CANTransceiver Embedded Processor SSD M Isolated DCDC 48V Battery LDO, DCDC, Hall sensor, Audio Amp IO Expander AGV

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Cloud Computing Accelerating Enterprise Market ReDriver support for PCIe or USB connectivity Wide range of signal protocols: PCIe, CXL, SAS, SATA, USB MUX switch products for high capacity solid state storage Packet switches for accelerating AI computing Crystal oscillators for increasing clocking speeds LDOs, DCDC, SBR, and TVS for power management and protection

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Server Platform Solution Nearly all of server vendors are customers of Diodes Diodes’ products have a strong position in this segment PCIe® packet switch, PCIe, USB, & SATA ReDrivers™, Clock buffer, oscillator, I3C MUX, level shifter, IO expander, bus switch, QSPI MUX, logic IC, MOSFET, LDO, TVS, DC-DC AI Server Diodes’ Key Products $ / Box Analog $7.00 Power Management $3.00 MOS/BJT $13.00 Timing and Connectivity $67.00 Total $90.00

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Consumer: IoT Driving Power & Connectivity Requirements Diodes’ Key Products $ / Box Analog >$0.20 Power Management >$1.30 MOS/BJT >$10.00 Diodes and Rectifiers >$5.00 Timing and Connectivity $3.50 Total $20.00 Enterprise Smart Infrastructure Wearables Consumer & Home Asset Tracking Security & Surveillance Retail

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Sensor IoT Segment: Smart Home Smart Home Safety and Security Climate Control Consumer Electronics Lighting control Host Controller X1 PCIe2 100MHz HCSL Clk SSD X1 PCIe2 (or SATA controller) 25MHz Xtal PCIe CG PI6C557-05 PCIe Packet SW PI7C9X2G304SL Wireless Controller Wireless Controller Smart Home Gateway Smart Lighting MHz Xtal kHz Xtal AC Power LED Driver AC-DC Light User Interface Smart Speaker MHz Xtal SoC Growth Opportunities Power LED driver Xtal and clock Packet switch SoC MHzXtal MOSFET TVS NAND SDRAM Wi-Fi LED Drive Audio Amp Digital Assistant Diodes’ Key Products $ / Box Analog $0.55 ~ $0.80 Power Management $1.80 MOS/BJT $1.10 Diodes and Rectifiers $0.50 Timing and Connectivity $3.50 Total $7.70 AC-DC Audio Amp Wi-Fi Memory Ethernetport AC Power SoC DC-DC / LDO DC-DC / LDO Op Amp

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Communications - 5G Applications Focus Applications: Cloud Computing AI / Data Center Server Gateway Internet Gateway Fiber network Core Network, Cell Stations Small Cells Base Station Edge Computing Server Smart antenna Fiber network End Products Portables: Smartphone, Tablet Smart Car Consumer: VR/AR, Drone, IoT Telecom: 5G CPEs Embedded/Industrial

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Communications – 5G Distributed Unit Diodes' Key Products $ / Box Analog $12.00 Power Management & Discrete $4.00 Timing and Connectivity $25.00 Total $41.00 Advanced Solution in Signal Integrity, Signal/Bus/Power Switches and IO Expanders for diversified networking applications Global logistics offer a cost-effective solution with industry standard pin-outs and versatile package options

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Complete Platform Solution: Notebook

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Technology Focus Products eUSB/USB repeater and Ultra Low Cj TVS for signal integrity Automotive Packet Switch for Telematics / ADAS, high voltage LDO and DCDC products Complete USB-C / Power Delivery Solutions Low jitter timing solution and high- speed PCIe packet switches for AI and cloud server High precision high bandwidth standard analog Ultra low power and low noise LDOs for IoT Lowest RDS(ON) LDMOS for battery efficiency IntelliFET - self-protected power switches Advanced protection - IO & power lines Comprehensive MOSFETs (8V to 800V) SiC Schottky Diodes and SiC MOSFET for industrial and automotive applications Cu Pillar with flip chip on lead frame High pin count BGA, LGA, and AQFN packages Chip scale packaging with highest current density Compact QFN and DFN Power density PowerDI Small outline packages – down to 400x200 μm High performance 8” MOSFET trench technology Advanced Epi bipolar transistor processes Proprietary rectifier technology Rugged automotive grade NMOS and PMOS Low power low noise SiGe BiCMOS process High voltage high power BCD process Assembly/Test Wafer Fab

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Assembly and Test Efficient Manufacturing + Superior Processes China: Shanghai, Chengdu, and Wuxi Taiwan: Chongli Germany: Neuhaus US: South Portland, Maine China: Shanghai and Wuxi Taiwan: Hsinchu UK: Greenock and Oldham Bipolar, BiCMOS, CMOS and BCD process Global footprint with strong engineering capabilities Wafer Fabs

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Revenue Profile for Fourth Quarter 2024 By End Market Computing Consumer Industrial Communications Automotive By Channel Distribution Direct By Region Asia Pacific Europe Americas 18% 15% 25% 23% 19% 65% 35% 80% 12% 8%

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Income Statement – Fourth Quarter 2024 ($ in millions, except EPS) 4Q23 3Q24 4Q24 Net sales 322.7 350.1 339.3 Gross profit (GAAP) 112.5 118.0 110.9 Gross profit margin % (GAAP) 34.9% 33.7% 32.7% Net income (GAAP) 25.3 13.7 8.2 Net income (non-GAAP) 23.4 20.1 12.5 Diluted EPS (non-GAAP) 0.51 0.43 0.27 Cash flow from operations 38.4 54.4 81.8 EBITDA (non-GAAP) 58.4 46.9 40.7

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Balance Sheet ($ in millions) Dec 31, 2022 Dec 31, 2023 Dec 31, 2024 Cash* 348 329 322 Inventory 360 390 475 Current Assets 1,162 1,187 1,224 Total Assets 2,288 2,368 2,386 Total Debt 185 62 52 Total Liabilities 705 558 517 Total Equity 1,583 1,810 1,869 * Cash and cash equivalents, restricted cash and short-term investments

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Revenue to be ~$323 million, +/- 3.0% GAAP gross margin of 32.5%, +/- 1% Non-GAAP operating expenses 30.0% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net Interest income of ~$1.5 million Income tax rate to be 18.5%, +/- 3% Shares used to calculate diluted EPS approximately 46.7 million Amortization of $5.8 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on February 11, 2025 First Quarter 2025 Business Outlook

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Investment Summary Vision: Expand shareholder value Mission: Profitability growth to drive 20%+ operating profit Next Strategic Goal: $1B gross profit Tactics: Total system solutions sales approach and content expansion driving growth Focus on key accounts Increased focus on high-margin automotive, industrial, analog, and discrete power solutions Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications

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v3.25.0.1

Document And Entity Information	Feb. 11, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2025
Entity Registrant Name	DIODES INCORPORATED
Entity Central Index Key	0000029002
Entity Emerging Growth Company	false
Entity File Number	002-25577
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-2039518
Entity Address, Address Line One	4949 Hedgcoxe Road, Suite 200
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	972
Local Phone Number	987-3900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.66 2/3
Trading Symbol	DIOD
Security Exchange Name	NASDAQ

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