UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


            [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended JUNE 30, 2003

                                       Or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
               For the transition period from _______ to ________.

                         COMMISSION FILE NUMBER: 1-5740

                               DIODES INCORPORATED
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                        95-2039518
      (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                      Identification Number)

          3050 EAST HILLCREST DRIVE
        WESTLAKE VILLAGE, CALIFORNIA                                 91362
  (Address of principal executive offices)                        (Zip code)

                                 (805) 446-4800
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes [ X ]         No [  ]


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ X ]         No [  ]


The  number of shares of the  registrant's  Common  Stock,  $0.66 2/3 par value,
outstanding as of August 12, 2003 was 9,617,077,  including  1,075,672 shares of
treasury stock.

                                       1

PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS DIODES INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET ASSETS DECEMBER 31, JUNE 30, 2002 2003 ------------------- ------------------- (UNAUDITED) CURRENT ASSETS Cash and cash equivalents $ 7,284,000 $ 7,283,000 Accounts receivable Customers 19,387,000 22,159,000 Related parties 3,138,000 3,219,000 ------------------- ------------------- 22,525,000 25,378,000 Less: Allowance for doubtful receivables 353,000 317,000 ------------------- ------------------- 22,172,000 25,061,000 Inventories 14,916,000 16,292,000 Deferred income taxes, current 4,338,000 4,339,000 Prepaid expenses, income taxes and other current assets 2,228,000 3,183,000 ------------------- ------------------ Total current assets 50,938,000 56,158,000 PROPERTY, PLANT AND EQUIPMENT, at cost, net of accumulated depreciation and amortization 44,693,000 46,686,000 DEFERRED INCOME TAXES, non-current 3,205,000 2,360,000 OTHER ASSETS Goodwill 5,090,000 5,090,000 Other 1,084,000 1,233,000 ------------------- ------------------- TOTAL ASSETS $ 105,010,000 $ 111,527,000 =================== =================== The accompanying notes are an integral part of these financial statements. 2

DIODES INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY DECEMBER 31, JUNE 30, 2002 2003 ------------------ ------------------ (UNAUDITED) CURRENT LIABILITIES Line of credit $ 3,025,000 $ 6,242,000 Accounts payable Trade 9,039,000 11,400,000 Related parties 3,361,000 2,806,000 Accrued liabilities 8,693,000 8,154,000 Current portion of long-term debt Related party 2,500,000 2,500,000 Other 3,333,000 3,333,000 Current portion of capital lease obligations 157,000 159,000 ------------------ ------------------ Total current liabilities 30,108,000 34,594,000 LONG-TERM DEBT, net of current portion Related party 6,250,000 5,000,000 Other 6,333,000 4,667,000 CAPITAL LEASE OBLIGATIONS, net of current portion 2,495,000 2,405,000 MINORITY INTEREST IN JOINT VENTURE 2,145,000 2,332,000 STOCKHOLDERS' EQUITY Class A convertible preferred stock - par value $1.00 per share; 1,000,000 shares authorized; no shares issued and outstanding -- -- Common stock - par value $0.66 2/3 per share; 30,000,000 shares authorized; 9,292,764 and 9,583,480 shares issued at December 31, 2002 and June 30, 2003, respectively 6,195,000 6,389,000 Additional paid-in capital 8,060,000 8,559,000 Retained earnings 45,684,000 49,778,000 ------------------ ------------------ 59,939,000 64,726,000 Less: Treasury stock - 1,075,672 shares of common stock, at cost 1,782,000 1,782,000 Accumulated other comprehensive loss 478,000 415,000 ------------------ ------------------ 2,260,000 2,197,000 Total stockholders' equity 57,679,000 62,529,000 ------------------ ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 105,010,000 $ 111,527,000 ================== ================== The accompanying notes are an integral part of these financial statements. 3

DIODES INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------------------- ------------------------------------------ 2002 2003 2002 2003 -------------------- ------------------- ------------------ -------------------- NET SALES $ 29,946,000 $ 33,391,000 $ 56,870,000 $ 62,844,000 COST OF GOODS SOLD 22,815,000 25,045,000 45,387,000 47,037,000 -------------------- ------------------- ------------------ -------------------- Gross profit 7,131,000 8,346,000 11,483,000 15,807,000 RESEARCH AND DEVELOPMENT EXPENSES 460,000 400,000 773,000 746,000 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 4,370,000 4,796,000 8,135,000 9,048,000 -------------------- ------------------- ------------------ -------------------- Total operating expenses 4,830,000 5,196,000 8,908,000 9,794,000 Income from operations 2,301,000 3,150,000 2,575,000 6,013,000 OTHER INCOME (EXPENSE) Interest income 16,000 5,000 25,000 9,000 Interest expense (292,000) (223,000) (638,000) (472,000) Other 109,000 (20,000) 124,000 (1,000) -------------------- ------------------- ------------------ -------------------- (167,000) (238,000) (489,000) (464,000) Income before income taxes and minority interest 2,134,000 2,912,000 2,086,000 5,549,000 INCOME TAX BENEFIT (PROVISION) (473,000) (651,000) (178,000) (1,268,000) -------------------- ------------------- ------------------ -------------------- Income before minority interest 1,661,000 2,261,000 1,908,000 4,281,000 MINORITY INTEREST IN JOINT VENTURE EARNINGS (98,000) (89,000) (136,000) (187,000) -------------------- ------------------- ------------------ -------------------- NET INCOME $ 1,563,000 $ 2,172,000 $ 1,772,000 $ 4,094,000 ==================== =================== ================== ==================== EARNINGS PER SHARE Basic $ 0.19 $ 0.26 $ 0.22 $ 0.49 Diluted $ 0.18 $ 0.23 $ 0.20 $ 0.44 ==================== =================== ================== ==================== WEIGHTED AVERAGE SHARES OUTSTANDING Basic 8,176,025 8,452,129 8,170,704 8,383,444 Diluted 8,874,416 9,512,266 8,824,025 9,372,507 ==================== =================== ================== ==================== The accompanying notes are an integral part of these financial statements. 4

DIODES INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED JUNE 30, --------------------------------------- 2002 2003 ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,772,000 $ 4,094,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,731,000 5,327,000 Minority interest earnings 136,000 187,000 Gain on sale of property, plant and equipment -- (107,000) Changes in operating assets: Accounts receivable (5,421,000) (2,889,000) Inventories 2,479,000 (1,376,000) Prepaid expenses, taxes and other assets (1,133,000) (259,000) Changes in operating liabilities: Accounts payable 4,952,000 1,806,000 Accrued liabilities 1,436,000 (539,000) ----------------- ------------------ Net cash provided by operating activities 8,952,000 6,244,000 ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (1,785,000) (7,656,000) Proceeds from sale of property, plant and equipment -- 442,000 ----------------- ------------------ Net cash used by investing activities (1,785,000) (7,214,000) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES Advances on (repayments of) line of credit, net (6,143,000) 3,217,000 Proceeds from the issuance of common stock 140,000 693,000 Repayments of long-term obligations (3,004,000) (2,916,000) Repayments of capital lease obligations -- (88,000) Management incentive reimbursement from LSC 375,000 -- ----------------- ------------------ Net cash provided (used) by financing activities (8,632,000) 906,000 ----------------- ------------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 183,000 63,000 DECREASE IN CASH (1,282,000) (1,000) CASH AT BEGINNING OF PERIOD 8,103,000 7,284,000 ----------------- ------------------ CASH AT END OF PERIOD $ 6,821,000 $ 7,283,000 ================= ================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 613,000 $ 463,000 ================= ================== Income taxes $ 5,000 $ 761,000 ================= ================== Building acquired through capital lease obligation $ 2,785,000 $ -- ================= ================== The accompanying notes are an integral part of these financial statements. 5

DIODES INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, and results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America for complete financial statements. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the period presented have been included in the interim period. Operating results for the six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. The consolidated financial data at December 31, 2002 is derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The consolidated financial statements include the accounts of Diodes-North America and its wholly-owned foreign subsidiaries, Diodes Taiwan Corporation, Ltd. ("Diodes-Taiwan") and Diodes-Hong Kong Ltd. ("Diodes-Hong Kong"), the accounts of Shanghai KaiHong Electronics Co., Ltd. ("Diodes-China") in which the Company has a 95% interest, and the accounts of its wholly-owned United States subsidiary, FabTech Incorporated ("FabTech" or "Diodes-FabTech"). All significant intercompany balances and transactions have been eliminated. NOTE B - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 150 ("Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity"). SFAS 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within the scope of SFAS 150 as a liability because that financial instrument embodies an obligation of an issuer. SFAS No. 150 must be applied immediately to instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. Management believes the adoption of SAFS No. 150 will not have a material impact on the financial statements. In April 2003, FASB issued SFAS No. 149 ("Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities"). SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. In addition, all provisions of this Statement should be applied prospectively. This Statement amends SFAS No. 133 for decisions made (1) as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, (2) in connection with other Board projects dealing with financial instruments, and (3) in connection with implementation issues raised in relation to the application of the definition of a derivative. Management believes the adoption of SFAS No. 149 will not have a material impact on the financial statements. In November 2002, the FASB issued Interpretation No. 45, ("Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others"). The Interpretation elaborates on the disclosures to be made by sellers or guarantors of products and services, as well as those entities guaranteeing the financial performance of others. The Interpretation further clarifies that a guarantor 6

is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this Interpretation are effective on a prospective basis to guarantees issued or modified after December 31, 2002, and the disclosure requirements are effective for financial statements of periods ending after December 15, 2002. The Company believes that its disclosures with regards to these matters are adequate. In January 2003, the FASB issued Interpretation No. 46 ("Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51"). The Interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. Management does not believe the Interpretation will have a material impact on the financial statements. NOTE C - FUNCTIONAL CURRENCIES, COMPREHENSIVE LOSS AND FOREIGN CURRENCY TRANSLATION The Company entered into an interest rate swap agreement with a major U.S. bank which expires November 30, 2004, to hedge its exposure to variability in expected future cash flows resulting from interest rate risk related to a portion of its long-term debt. The effect of the $30,000 gain in intercompany translation adjustments and $33,000 gain related to the interest rate swap agreement results in a change in accumulated other comprehensive loss (income) of ($63,000) for the six months ended June 30, 2003, and is reflected on the balance sheet as a separate component of shareholders' equity. There were no other components of other comprehensive loss for the six months ended June 30, 2003. NOTE D - INVENTORIES Inventories are stated at the lower of cost or market value. Cost is determined principally by the first-in, first-out method. DECEMBER 31, JUNE 30, 2002 2003 ---------------- ---------------- Finished goods $ 9,853,000 $ 9,552,000 Work-in-progress 1,522,000 1,980,000 Raw materials 5,488,000 6,656,000 ---------------- ---------------- 16,863,000 18,188,000 Less: Reserves (1,947,000) (1,896,000) ---------------- ---------------- Net inventory $ 14,916,000 $ 16,292,000 ================ ================ NOTE E - INCOME TAXES The Company accounts for income taxes using an asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the tax effect of differences between the financial statement and tax basis of assets and liabilities. Accordingly, as of June 30, 2003, the Company has recorded a net deferred tax asset of $6.7 million resulting from temporary differences in bases of assets and liabilities. This deferred tax asset results primarily from inventory reserves and certain expense accruals, which are not currently deductible for income tax purposes. In accordance with the current taxation policies of the People's Republic of China ("PRC"), Diodes-China was granted preferential tax treatment for the years ended December 31, 1999 through 2003. Earnings were subject to 0% tax rates in 1999 and 2000. Earnings in 2001, 2002 and 2003 are subject to tax of 12% (one half the normal central government tax rate), and at normal rates thereafter. Earnings of Diodes-China are also subject to tax of 3% by the local taxing authority in Shanghai. The local taxing authority waived this tax in 2001, 2002 and for the first six months of 2003. 7

Earnings of Diodes-Taiwan are currently subject to a tax rate of 35%, which is comparable to the U.S. Federal tax rate for C corporations. Earnings of Diodes-Hong Kong are currently subject to 16% tax for profit on local sales and 0% tax for profit on export sales. These tax rates are valid provided the source of the finished goods is located outside Hong Kong. As of June 30, 2003, accumulated and undistributed earnings of Diodes-China are approximately $29.9 million. Through March 31, 2002, the Company had not recorded deferred Federal or state tax liabilities (estimated to be $8.9 million) on these cumulative earnings since the Company considered this investment to be permanent, and had no plans or obligations to distribute all or part of that amount from China to the United States. Beginning in April 2002, based upon a decision to make a cash distribution from Diodes-China to the United States in the near future, the Company began to record deferred taxes on a portion of the 2002 earnings of Diodes-China, and had accrued $0.9 million at December 31, 2002. In 2003, the Company continued to record deferred taxes on a portion of the 2003 estimated earnings of Diodes-China, recording $0.4 million in deferred taxes during the first six months of 2003. The Company is evaluating the need to provide additional deferred taxes for the future earnings of Diodes-China to the extent such earnings may be appropriated for distribution to the Company's corporate office in North America, and as further investment strategies with respect to Diodes-China are determined. Should the Company's North American cash requirements exceed the cash that is provided through the domestic credit facilities, cash can be obtained from the Company's foreign subsidiaries. However, the distribution of any unappropriated funds to the U.S. will require the recording of income tax provisions on the U.S. entity, thus reducing net income. 8

NOTE F - STOCK BASED COMPENSATION AND STOCK OPTIONS The Company has a stock-based employee compensation plan, which is described more fully in Note 10 of the Company's audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2002. The Company accounts for this plan under the recognition and measurement principles of APB Opinion No. 25, ("Accounting for Stock Issued to Employees"), and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan have an exercise price equal to the fair market value of the underlying common stock at the date of grant. During the first six months of 2003, the Company issued 1,500 stock options at an average exercise price of $15.95. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123, ("Accounting for Stock Based Compensation"), to stock based employee compensation. For the three months ended June 30 (in 000's except per share data), ----------------------------------------------------------------------------- Amounts Per Share AMOUNTS PER SHARE ---------------------------------- ------------------------------------------ 2002 Basic Diluted 2003 BASIC DILUTED ----------- --------- ------------ ----------------- ---------- -------------- Net income $ 1,563 $0.19 $0.18 $ 2,172 $0.26 $0.23 Additional compensation for fair value of stock options, net of tax effect (169) (0.02) (0.02) (64) (0.01) (0.01) ----------- --------- ------------ ----------------- ---------- -------------- Proforma net income $ 1,394 $0.17 $0.16 $ 2,108 $0.25 $0.22 =========== ========= ============ ================= ========== ============== For the six months ended June 30 (in 000's except per share data), ----------------------------------------------------------------------------- Amounts Per Share AMOUNTS PER SHARE ---------------------------------- ------------------------------------------ 2002 Basic Diluted 2003 BASIC DILUTED ----------- --------- ------------ ----------------- ---------- -------------- Net income $ 1,772 $0.22 $0.20 $ 4,094 $0.49 $0.44 Additional compensation for fair value of stock options, net of tax effect (328) (0.04) (0.06) (118) (0.02) (0.02) ----------- --------- ------------ ----------------- ---------- -------------- Proforma net income $ 1,444 $0.18 $0.14 $ 3,976 $0.47 $0.42 =========== ========= ============ ================= ========== ============== NOTE G - GEOGRAPHIC SEGMENTS An operating segment is defined as a component of an enterprise about which separate financial information is available that is evaluated regularly by the chief decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company's chief decision-making group consists of the President and Chief Executive Officer, Chief Financial Officer, Vice President of Sales and Marketing, and Senior Vice President of Operations. The Company operates in a single segment, discrete semiconductor devices, through its various manufacturing and distribution facilities. The Company's operations include the domestic operations (Diodes-North America and Diodes-FabTech) located in the United States, and the Far East operations (Diodes-Taiwan located in Taipei, Taiwan; Diodes-China located in Shanghai, China; and Diodes-Hong Kong located in Hong Kong, China). For reporting purposes, European operations, which account for approximately 3% of total sales, are consolidated into the domestic (North America) operations. The accounting policies of the operating entities are the same as those described in the summary of significant accounting policies. Revenues are attributed to geographic areas based on the location of the market producing the revenues. 9

CONSOLIDATED THREE MONTHS ENDED FAR EAST NORTH AMERICA SEGMENTS ---------------- ----------------------- -------------------- JUNE 30, 2003 Total sales $ 28,551,000 $ 18,060,000 $ 46,611,000 Inter-company sales (10,739,000) (2,481,000) (13,220,000) ---------------- ----------------------- -------------------- Net sales $ 17,812,000 $ 15,579,000 $ 33,391,000 Assets $ 69,143,000 $ 42,384,000 $ 111,527,000 Property, plant and equipment $ 34,053,000 $ 12,633,000 $ 46,686,000 ================ ======================= ==================== CONSOLIDATED THREE MONTHS ENDED FAR EAST NORTH AMERICA SEGMENTS ---------------- ----------------------- -------------------- JUNE 30, 2002 Total sales $ 24,798,000 $ 17,441,000 $ 42,239,000 Inter-company sales (11,104,000) (1,189,000) (12,293,000) ---------------- ----------------------- -------------------- Net sales $ 13,694,000 $ 16,252,000 $ 29,946,000 Assets $ 60,608,000 $ 45,216,000 $ 105,824,000 Property, plant and equipment $ 32,381,000 $ 12,317,000 $ 44,698,000 ================ ======================= ==================== CONSOLIDATED SIX MONTHS ENDED FAR EAST NORTH AMERICA SEGMENTS ---------------- ----------------------- -------------------- JUNE 30, 2003 Total sales $ 55,508,000 $ 34,308,000 $ 89,816,000 Inter-company sales (21,227,000) (5,745,000) (26,972,000) ---------------- ----------------------- -------------------- Net sales $ 34,281,000 $ 28,563,000 $ 62,844,000 Assets $ 69,143,000 $ 42,384,000 $ 111,527,000 Property, plant and equipment $ 34,053,000 $ 12,633,000 $ 46,686,000 ================ ======================= ==================== CONSOLIDATED SIX MONTHS ENDED FAR EAST NORTH AMERICA SEGMENTS ---------------- ----------------------- -------------------- JUNE 30, 2002 Total sales $ 45,993,000 $ 32,265,000 $ 78,258,000 Inter-company sales (19,672,000) (1,716,000) (21,388,000) ---------------- ----------------------- -------------------- Net sales $ 26,321,000 $ 30,549,000 $ 56,870,000 Assets $ 60,608,000 $ 45,216,000 $ 105,824,000 Property, plant and equipment $ 32,381,000 $ 12,317,000 $ 44,698,000 ================ ======================= ==================== NOTE H - RECLASSIFICATIONS Certain 2002 and 2003 amounts as well as unaudited quarterly financial data presented in the accompanying financial statements have been reclassified to conform with 2003 financial statement presentation. These reclassifications had no impact on previously reported net income or stockholders' equity. 10

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for the historical information contained herein, the matters addressed in this Item 2 constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to a variety of risks and uncertainties, including those discussed below under the heading "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q, that could cause actual results to differ materially from those anticipated by the Company's management. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. All forward-looking statements made on this Quarterly Report on Form 10-Q are made pursuant to the Act. GENERAL Diodes Incorporated (the "Company"), a Delaware corporation, is engaged in the manufacture, sale and distribution of discrete semiconductors worldwide, primarily to manufacturers in the communications, computing, industrial, consumer electronics and automotive markets, and to distributors of electronic components to end customers in these markets. The Company's broad product line includes high-density diode and transistor arrays in ultra-miniature surface-mount packages, as well as silicon wafers used in manufacturing these products. Technologies include high density diode and transistor arrays in multi-pin surface-mount packages; Powermite(R)3, high-performance surface mount packages; performance Schottkys, switching and rectifier diodes; single and dual prebiased transistors; performance tight tolerance and low current zener diodes; subminiature surface mount packages; transient voltage suppressors (TVS and TSPD); small signal transistors and MOSFETs; and standard, fast, ultra-fast, and super-fast rectifiers. Positioning the Company to rapidly respond to the demands of the global marketplace and continuing to increase its investment in research and development, the Company is focused on expanding its product portfolio and closely controlling product quality and time-to-market. Shifting development priorities toward specialized configurations, such as the Company's high-density array devices, the Company is introducing a range of new products that improve the trade-off between size, performance and power consumption for surface-mount packages, such as the Company's BAT750 Schottky rectifier and SOT-523 product lines. These product lines are designed for battery-powered and handheld applications, such as those used in the computer and communications industries; specifically, wireless devices, notebooks, flat panel displays, digital cameras, mobile handsets, set top boxes, as well as DC to DC conversion and automotive electronic applications. In addition to the Company's corporate headquarters in Westlake Village, California, which provides sales, marketing, engineering, logistics and warehousing functions, the Company's wholly-owned subsidiary, Diodes Taiwan Corporation, Ltd. ("Diodes-Taiwan"), maintains a sales, engineering and purchasing facility in Taipei, Taiwan. The Company also has a 95% interest in Shanghai KaiHong Electronics Co., Ltd. ("Diodes-China" or "KaiHong"), a manufacturing facility in Shanghai, China, and offices in Shanghai and Shenzhen, China. In March 2002, the Company opened a sales, warehousing and logistics subsidiary in Hong Kong ("Diodes-Hong Kong"). In addition, in December 2000, the Company acquired FabTech Incorporated ("Diodes-FabTech" or "FabTech"), a silicon wafer manufacturer located near Kansas City, Missouri. Offices in Toulouse, France, and Hattenheim, Germany support the Company's European sales expansion. SALES, MARKETING AND DISTRIBUTION The Company sells its products through its own internal and regional sales departments, as well as through representatives and distributors. The Company's sales team, aided by the sales force of approximately 30 independent sales representatives located throughout North America, Asia, and most recently Europe, supplies approximately 200 OEM accounts. In 2002, OEM customers accounted for approximately 69% of the Company's sales (67% in the second quarter of 2003), compared to approximately 66% in 2001. The increase was primarily due to wafer sales at Diodes-FabTech. OEM customers range from small, privately held electronics companies to Fortune 500 companies. 11

The Company's major OEM customers include industry leaders such as: Intel Corporation, Cisco Systems Incorporated, Sony Corporation, Nortel Networks Corporation, Delphi Automotive, Bose Corporation, Scientific Atlanta Incorporated, Samsung Electronics, Asustek Computer, Inc., Quanta and LG Electronics, Inc. The Company further supplies approximately 40 distributors (33% in the second quarter of 2003 and 31% of 2002 sales), who collectively sell to approximately 10,000 customers on the Company's behalf. The Company's worldwide distribution network includes Arrow Electronics, Inc., Avnet, Inc., Digi-Key Corporation, Future Electronics Ltd., Jaco Electronics, Inc., Reptron Electronics, Inc., and All American Semiconductor, Inc., among others. The Company is not dependent on any one customer to support its level of sales. For the fiscal year ended December 31, 2002, not one OEM customer accounted for more than 14% (10% in the second quarter of 2003) of the Company's sales, while the largest distributor accounted for 4% of sales. The twenty largest customers accounted, in total, for approximately 61% (62% in the second quarter of 2003) of the Company's sales in 2002, compared to 55% in 2001. The Company's products are sold primarily in North America, the Far East, and Europe, both directly to end-users and through electronic component distributors. In the second quarter of 2003, approximately 44%, 53%, and 3% of the Company's products were sold in North America, the Far East, and Europe, respectively, compared to approximately 49%, 48%, and 3% and compared to 54%, 45%, and 1% in 2002 and 2001, respectively. An increase in the percentage of sales in the Far East is expected as the Company significantly increased its sales presence there and believes there is greater potential to increase market share in that region due to the expanding base of electronic product manufacturers. RELATED PARTIES The Company conducts business with two related party companies, Lite-On Semiconductor Corporation ("LSC") and Xing International. LSC, who owns 35.9% of the Company's common stock, is the Company's largest shareholder, and Xing International is owned by the Company's 5% joint venture partner in Diodes-China. C.H. Chen, the Company's President and Chief Executive Officer, and a member of the Company's Board of Directors, is also Vice-Chairman of LSC. M.K. Lu, a member of the Company's Board of Directors, is President of LSC, while Raymond Soong, the Company's Chairman of the Board, is the Chairman of the Lite-On Group, a significant shareholder of LSC. In the second quarter of 2003, the Company sold silicon wafers to LSC totaling 9.6% (13.7% in 2002) of the Company's sales, making LSC the Company's largest customer. Also for the second quarter of 2003, 17.2% (17.9% in 2002) of the Company's sales were from discrete semiconductor products purchased from LSC, making LSC the Company's largest outside vendor. A long-standing sales agreement exists where the Company is the exclusive North American distributor for certain LSC product lines. In addition, the Company leases warehouse space from LSC for its operations in Hong Kong. All such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties. In December 2000, the Company acquired the wafer foundry, FabTech, Inc., from LSC. As part of the purchase price, at June 30, 2003, LSC holds a subordinated, interest-bearing note for approximately $7.5 million. In May 2002, the Company renegotiated the terms of the note to extend the payment period from two years to four years, and therefore, payments of approximately $208,000 plus interest began in July 2002. In connection with the terms of the acquisition, LSC entered into a volume purchase agreement to purchase wafers from FabTech. In addition, as per the terms of the stock purchase agreement, the Company has entered into several management incentive agreements with members of FabTech's management. The agreements provide members of FabTech's management guaranteed annual payments as well as contingent bonuses based on the annual profitability of FabTech, subject to a maximum annual amount. Any portion of the guaranteed and contingent liability paid by FabTech is reimbursed by LSC. 12

In the second quarter of 2003, the Company sold silicon wafers to companies owned by Xing International totaling 0.8% (1.5% in 2002) of the Company's sales. Also for the second quarter of 2003, 4.9% (5.6% in 2002) of the Company's sales were from discrete semiconductor products purchased from companies owned by Xing International. In addition, Diodes-China leases its manufacturing facilities from, subcontracts a portion of its manufacturing process (metal plating) to, and pays a consulting fee to Xing International. All such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties. MANUFACTURING AND SIGNIFICANT VENDORS The Company's Far East subsidiary, Diodes-China, manufactures products for sale primarily to North America and Asia. Diodes-China's manufacturing focuses on SOT-23 and SOD-123 products, as well as sub-miniature packages such as SOT-363, SOT-563, and SC-75. These surface-mount devices ("SMD") are much smaller in size and are used in the computer and communication industries, destined for cellular phones, notebook computers, pagers, PCMCIA cards, modems, and garage door transmitters, among others. Diodes-China's state-of-the-art facilities have been designed to develop even smaller, higher-density products as electronic industry trends to portable and hand-held devices continue. Although Diodes-China purchases silicon wafers from Diodes-FabTech, the majority are currently purchased from other wafer vendors. The Company plans to increase the number of Diodes-FabTech wafers used at Diodes-China over the next several years. Acquired in December 2000 from LSC, FabTech's wafer foundry is located in Lee's Summit, Missouri. FabTech manufactures primarily 5-inch silicon wafers, which are the building blocks for semiconductors. FabTech has full foundry capabilities, including processes such as silicon epitaxy, silicon oxidation, photolithography and etching, ion implantation and diffusion, low pressure and plasma enhanced chemical vapor deposition, sputtered and evaporated metal deposition, wafer backgrinding, and wafer probe and ink. The Company also purchases products for sale to its customers from several outside vendors other than the related party vendors mentioned previously. Although the Company believes alternative sources exist for the products of any of its suppliers, the loss of any one of its principal suppliers or the loss of several suppliers in a short period of time could have a materially adverse effect on the Company until an alternate source is located and has commenced providing such products or raw materials. RECENT RESULTS The discrete semiconductor industry has historically been subject to severe pricing pressures. At times, although manufacturing costs have decreased, excess manufacturing capacity and over-inventory have caused selling prices to decrease to a greater extent than manufacturing costs. To compete in this highly competitive industry, the Company has, over the past several years, committed substantial new resources to the further development and implementation of sales and marketing functions, and expanded manufacturing capabilities. Emphasizing the Company's focus on customer service, additional sales personnel and programs have been added, primarily in Asia, and most recently in Europe. In order to meet customers' needs at the design stage of end-product development, the Company also continues to employ additional applications engineers who work directly with customers to assist them in "designing in" the correct products to produce optimum results. Regional sales managers in the U.S. and Europe, working closely with manufacturers' representative firms and distributors, have also been added to help satisfy customers' requirements. In addition, the Company continues to develop relationships with major distributors who inventory and sell the Company's products. The first six months of 2003 presented a number of challenges, which included pricing pressures for commodity products, seasonal softness in consumer electronics and computers, and geopolitical issues. 13

Despite many obstacles, revenue rose 11.5% from the second quarter of 2002 and 13.4%, sequentially. We continued to improve our capacity utilization and manufacturing efficiency in both North American and China. For the quarter, our manufacturing facility in China ran at an average of above 90% capacity, up from 79% in the second quarter of 2002. Diodes-FabTech ran at an average of above 80%, up from 78% in the prior-year quarter. In addition, in the quarter, Asian market sales represented 53% of sales versus 46% a year ago, and we continued to secure new product design wins and new products sales grew to 12.5% of sales from 5.7% a year ago. AVAILABLE INFORMATION Our Internet address is http://www.diodes.com. We make available, free of charge through our Internet website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the "SEC"). To support our global customer-base, particularly in Asia and Europe, our website is language-selectable into English, Chinese, Japanese, Korean and German, giving us an effective marketing tool for worldwide markets. With its extensive online Product (Parametric) Catalog with advanced search capabilities, our website facilitates quick and easy product selection. Our website provides easy access to worldwide sales contacts and customer support, and incorporates a distributor-inventory check to provide component inventory availability and a small order desk for overnight sample fulfillment. Our website also provides access to current and complete investor financial information, including SEC filings and press releases, as well as stock quotes. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, allowance for doubtful accounts, inventory reserves and income taxes, among others. Our estimates are based upon historical experiences, market trends and financial forecasts and projections, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions. The Company's significant accounting policies are described in Note 1 to the financial statements included in Item 14 of the Annual Report on Form 10-K, filed with the SEC for the year ended December 31, 2002. We believe the following critical accounting policies and estimates, among others, affect the significant estimates and judgments we use in the preparation of our consolidated financial statements: REVENUE RECOGNITION Revenue is recognized when the product is actually shipped to both end users and electronic component distributors. The Company reduces revenue in the period of sale for estimates of product returns, distributor price adjustments and other allowances. Actual returns and adjustments could be different from our estimates and provisions, resulting in future adjustments to revenues. ALLOWANCE FOR DOUBTFUL ACCOUNTS Management evaluates the collectability of our accounts receivable based upon a combination of factors, including the current business environment and historical experience. If we are aware of a customer's inability to meet its financial obligations to us, we record an allowance to reduce the receivable to the amount we reasonably believe we will be able to collect from the customer. For all other customers, we record an allowance based upon the 14

amount of time the receivables are past due. If actual accounts receivable collections differ from these estimates, an adjustment to the allowance may be necessary with a resulting effect to bad debt expense. INVENTORY RESERVES Inventories are stated at the lower of cost or market value. Cost is determined principally by the first-in, first-out method. On an on-going basis, we evaluate our inventory for obsolescence and slow-moving items. This evaluation includes analysis of sales levels, sales projections and purchases by items. Based upon this analysis we accrue a reserve for obsolete and slow-moving inventory. If future demand or market conditions are different than our current estimates, an inventory adjustment may be required, and would be reflected in cost of goods sold in the period the revision is made. ACCOUNTING FOR INCOME TAXES As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the tax jurisdictions in which we operate. This process involves using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of the Company's assets and liabilities. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities. Management continually evaluates its deferred tax asset as to whether it is likely that the deferred tax assets will be realized. If management ever determined that its deferred tax asset was not likely to be realized, a write-down of the asset would be required and would be reflected as an expense in the accompanying period. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2003 The following table sets forth, for the periods indicated, the percentage that certain items in the statement of income bear to net sales and the percentage dollar increase (decrease) of such items from period to period. PERCENTAGE DOLLAR PERCENT OF NET SALES INCREASE THREE MONTHS ENDED JUNE 30, (DECREASE) ------------------------------------------------------------- 2002 2003 `02 TO `03 ---------------- ------------------- --------------------- Net sales 100.0 % 100.0 % 11.5 % Cost of goods sold (76.2) (75.0) 9.8 ---------------- ------------------- --------------------- Gross profit 23.8 25.0 17.0 Operating expenses (16.1) (15.6) 7.6 ---------------- ------------------- --------------------- Income from operations 7.7 9.4 36.9 Interest expense, net (0.9) (0.7) (21.0) Other income 0.4 (0.1) (118.3) ---------------- ------------------- --------------------- Income before taxes and minority interest 7.2 8.6 36.5 Income tax benefit (provision) (1.7) (1.8) 37.6 ---------------- ------------------- --------------------- Income before minority interest 5.5 6.8 36.1 Minority interest (0.3) (0.3) (9.2) ---------------- ------------------- --------------------- Net income 5.2 6.5 39.0 ================ =================== ===================== 15

The following discussion explains in greater detail the consolidated operating results and financial condition of the Company for the three months ended June 30, 2003 compared to the three months ended June 30, 2002. This discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this quarterly report. 2002 2003 ---- ---- NET SALES $ 29,946,000 $ 33,391,000 - --------- Net sales increased approximately $3.4 million, or 11.5%, for the three months ended June 30, 2003, compared to the same period last year, due primarily to a 10.4% increase in units sold as a result of increased demand, primarily in the Far East. The Company's average selling prices ("ASP") for discrete devices increased approximately 4.6% from the same three-month period last year, and increased 4.9% from the first quarter of 2003. ASP's for wafer products decreased 7.6% from the same period last year, but increased 11.1% from the first quarter of 2003. 2002 2003 ---- ---- COST OF GOODS SOLD $ 22,815,000 $ 25,045,000 - ------------------ GROSS PROFIT $ 7,131,000 $ 8,346,000 - ------------ GROSS PROFIT MARGIN PERCENTAGE 23.8% 25.0% - ------------------------------ Cost of goods sold increased approximately $2.2 million, or 9.8%, for the three months ended June 30, 2003 compared to the year ago period. As a percent of sales, cost of goods sold decreased from 76.2% for the three months ended June 30, 2002 to 75.0% for the three months ended June 30, 2003 due primarily to higher factory utilizations, increased efficiencies and lower manufacturing costs. Gross profit increased approximately $1.2 million, or 17.0%, for the three months ended June 30, 2003 compared to the year ago period. Of the $1.2 million increase, approximately $0.8 million was due to the 11.5% increase in sales, while $0.4 million was due to the increase in gross margin percentage from 23.8% to 25.0%. The higher gross margin percentage was due primarily to increased capacity utilization, cost containment and sales of higher margin products. For the second quarter of 2003, Diodes-China's average capacity utilization was above 90%, equivalent to that of the first quarter of 2003, and compared to 76% in the second quarter of 2002, while Diodes-FabTech was above 80%, equivalent to the first quarter of 2003 and compared to 78% in the second quarter of 2002. 2002 2003 ---- ---- TOTAL OPERATING EXPENSES $ 4,830,000 $ 5,196,000 - ------------------------ Operating expenses, which include selling, general, administrative expenses ("SG&A") and research and development expenses ("R&D"), for the three months ended June 30, 2003 increased approximately $0.4 million, or 7.6%, compared to the same period last year, due primarily to increased selling expenses, commissions and incentives and insurance costs. The Company's goal is to increase its R&D expenditures, both in absolute dollars and as a percentage of sales, as part of its strategy to develop more proprietary products aimed at improving gross margins. SG&A, as a percentage of sales, decreased to 14.4% from 14.6% in the comparable period last year, while R&D decreased to 1.2% from 1.5% of sales. Total operating expenses, as a percentage of sales, decreased to 15.6% from 16.1% in the comparable period last year. 16

2002 2003 ---- ---- INTEREST INCOME $ 16,000 $ 5,000 - --------------- INTEREST EXPENSE $ 292,000 $ 223,000 - ---------------- -------------- --------------------- NET INTEREST EXPENSE $ 276,000 $ 218,000 - -------------------- Net interest expense for the three months ended June 30, 2003 decreased approximately $57,000 versus the second quarter last year, due primarily to a reduction in the Company's total debt as well as lower interest rates. The Company's interest expense is primarily the result of the Company's borrowings to finance the FabTech acquisition, as well as the investment and expansion in the Diodes-China manufacturing facility. 2002 2003 ---- ---- OTHER INCOME (EXPENSE) $ 109,000 $ (20,000) - ---------------------- Other expense for the three months ended June 30, 2003 increased $129,000 from the second quarter of 2002, due primarily to the discontinuance of $165,000 of income Diodes-FabTech was receiving from an external company's use of their testing facilities, as well as the absence of a $120,000 high technology grant that was received by Diodes-China in the second quarter of 2002, partly offset by foreign currency gains. 2002 2003 ---- ---- INCOME TAX BENEFIT (PROVISION) $ (473,000) $ (651,000) - ------------------------------ Income taxes in the second quarter of 2003 increased $177,000 from the second quarter of 2002, due primarily to higher earnings at the North America operations at higher effective tax rates. Included in the tax provision for the three months ended June 30, 2003 is $210,000 in deferred taxes recorded for a portion of the 2003 earnings at Diodes-China. 2002 2003 ---- ---- MINORITY INTEREST IN JOINT VENTURE $ 98,000 $ 89,000 - ---------------------------------- Minority interest in joint venture represents the minority investor's share of the Diodes-China joint venture's income for the period. The decrease in the joint venture earnings for the three months ended June 30, 2003 is primarily the result of demand induced product mix changes, partly offset by increased capacity utilization. The joint venture investment is eliminated in consolidation of the Company's financial statements, and the activities of Diodes-China are included therein. As of June 30, 2003, the Company had a 95% controlling interest in the joint venture. 17

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2003 The following table sets forth, for the periods indicated, the percentage that certain items in the statement of income bear to net sales and the percentage dollar increase (decrease) of such items from period to period. PERCENT OF NET SALES PERCENTAGE DOLLAR SIX MONTHS ENDED JUNE 30, INCREASE (DECREASE) ------------------------------------------------------------- 2002 2003 `02 TO `03 ---------------- ------------------- --------------------- Net sales 100.0 % 100.0 % 10.5 % Cost of goods sold (79.8) (74.8) 3.6 ---------------- ------------------- --------------------- Gross profit 20.2 25.2 37.7 Operating expenses (15.7) (15.6) 9.9 ---------------- ------------------- --------------------- Income from operations 4.5 9.6 133.5 Interest expense, net (1.1) (0.7) (24.5) Other income 0.2 (0.1) (100.8) ---------------- ------------------- --------------------- Income before taxes and minority interest 3.6 8.8 166.0 Income tax benefit (provision) (0.2) (2.0) 612.4 ---------------- ------------------- --------------------- Income before minority interest 3.4 6.8 124.4 Minority interest (0.3) (0.3) 37.5 ---------------- ------------------- --------------------- Net income 3.1 6.5 131.0 ================ =================== ===================== The following discussion explains in greater detail the consolidated operating results and financial condition of the Company for the six months ended June 30, 2003 compared to the six months ended June 30, 2002. This discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this quarterly report. 2002 2003 ---- ---- NET SALES $ 56,870,000 $ 62,844,000 - --------- Net sales increased approximately $6.0 million, or 10.5%, for the six months ended June 30, 2003, compared to the same period last year, due primarily to a 11.7% increase in units sold as a result of increased demand, primarily in the Far East. The Company's ASP for discrete devices increased approximately 2.8% from the same six-month period last year. ASP's for wafer products decreased 7.1% from the same period last year. 18

2002 2003 ---- ---- COST OF GOODS SOLD $ 45,387,000 $ 47,037,000 - ------------------ GROSS PROFIT $ 11,483,000 $ 15,807,000 - ------------ GROSS PROFIT MARGIN PERCENTAGE 20.2% 25.2% - ------------------------------ Cost of goods sold increased approximately $1.7 million, or 3.6%, for the six months ended June 30, 2003 compared to the year ago period. As a percent of sales, cost of goods sold decreased from 79.8% for the six months ended June 30, 2002 to 74.8% for the six months ended June 30, 2003 due primarily to higher factory utilizations, increased efficiencies and lower manufacturing costs. Gross profit increased approximately $4.3 million, or 37.7%, for the six months ended June 30, 2003 compared to the year ago period. Of the $4.3 million increase, approximately $1.2 million was due to the 10.5% increase in sales, while $3.1 million was due to the increase in gross margin percentage from 20.2% to 25.2%. The higher gross margin percentage was due primarily to increased capacity utilization, cost containment and sales of higher margin products. 2002 2003 ---- ---- TOTAL OPERATING EXPENSES $ 8,908,000 $ 9,794,000 - ------------------------ Operating expenses, which include SG&A and R&D, for the six months ended June 30, 2003 increased approximately $0.9 million, or 9.9%, compared to the same period last year, due primarily to increased selling expenses, commissions and incentives and insurance costs. SG&A, as a percentage of sales, increased to 14.4% from 14.3% in the comparable period last year, while R&D decreased to 1.2% from 1.3% of sales. Total operating expenses, as a percentage of sales, decreased to 15.6% from 15.7% in the comparable period last year. 2002 2003 ---- ---- INTEREST INCOME $ 25,000 $ 9,000 - --------------- INTEREST EXPENSE $ 638,000 $ 472,000 - ---------------- ------------------ --------------------- NET INTEREST EXPENSE $ 613,000 $ 463,000 - -------------------- Net interest expense for the six months ended June 30, 2003 decreased approximately $150,000 versus the second quarter last year, due primarily to a reduction in the Company's total debt as well as lower interest rates. 2002 2003 ---- ---- OTHER INCOME (EXPENSE) $ 124,000 $ (1,000) - ---------------------- Other expense for the six months ended June 30, 2003 increased $125,000 from the same period in 2002, due primarily to the discontinuance of $330,000 of income Diodes-FabTech was receiving from an external company's use of their testing facilities, as well as the absence of a $120,000 high technology grant that was received by Diodes-China in the second quarter of 2002, partly offset by the absence of foreign currency losses and a $107,000 gain on the sale of equipment in the first quarter of 2003. 2002 2003 ---- ---- INCOME TAX BENEFIT (PROVISION) $ (178,000) $ (1,268,000) - ------------------------------ Income taxes for the first six months of 2003 increased $1.1 million from the same period last year, due primarily to higher earnings at the North America operations at higher effective tax rates. Included in the tax provision for the six months ended June 30, 2003 is $420,000 in deferred taxes recorded for a portion of the 2003 earnings at Diodes-China. 19

2002 2003 ---- ---- MINORITY INTEREST IN JOINT VENTURE $ 136,000 $ 187,000 - ---------------------------------- Minority interest in joint venture represents the minority investor's share of the Diodes-China joint venture's income for the period. The increase in the joint venture earnings for the six months ended June 30, 2003 is primarily the result of increased capacity utilization. FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES The Company's liquidity requirements arise from the funding of its working capital needs, primarily inventory, work-in-process and accounts receivable. The Company's primary sources for working capital and capital expenditures are cash flow from operations, borrowings under the Company's bank credit facilities and borrowings from principal stockholders. Any withdrawal of support from its banks or principal stockholders could have serious consequences on the Company's liquidity. The Company's liquidity is dependent, in part, on customers paying within credit terms, and any extended delays in payments or changes in credit terms given to major customers may have an impact on the Company's cash flow. In addition, any abnormal product returns or pricing adjustments may also affect the Company's source of short-term funding. At June 30, 2003 the Company had cash and cash equivalents totaling $7.3 million, equal with that at December 31, 2002. Cash provided by operating activities for the six months ended June 30, 2003 was $6.2 million compared to $9.0 million for the same period in 2002. The primary sources of cash flows from operating activities for the first six months of 2003 were $5.3 million in depreciation and amortization, $4.1 million in net income, and $1.8 million increase in accounts payable. In 2002, the primary sources were a $5.0 million increase in accounts payable, $4.7 million in depreciation and amortization, and a $2.5 million reduction in inventory. The primary use of cash flows from operating activities for the first six months of 2003 was an increase in accounts receivable of $2.9 million and an increase in inventory of $1.4 million, while the primary use of cash flows from operating activities in the same period in 2002 was a $5.4 million increase in accounts receivable. Accounts receivable days were 68 days at June 30, 2003, compared to 70 at December 31, 2002. For the six months ended June 30, 2003, gross accounts receivable increased 12.7% compared to the 10.5% increase in sales. The Company continues to closely monitor its credit terms, while at times providing extended terms, required primarily by Far East customers and major U.S. distributors. The ratio of the Company's current assets to current liabilities was 1.62 at June 30, 2003 and 1.69 at December 31, 2002. Inventories increased to $16.3 million from $14.9 million at December 31, 2002, primarily due to an increase in wafer and raw material inventory at Diodes-China. The Company made a strategic decision to increase inventory to position itself to capture demand for its new products. Inventory turns increased to 6.2 turns at June 30, 2003 from 5.8 turns at December 31, 2002. Cash used by investing activities for the six months ended June 30, 2003 was $7.2 million, compared to $1.8 million during the same period in 2002. The primary investment in both years was for additional manufacturing equipment at the Diodes-China manufacturing facility. On December 1, 2000, the Company purchased all the outstanding capital stock of FabTech Incorporated, a 5-inch wafer foundry located in Lee's Summit, Missouri from Lite-On Semiconductor Corporation ("LSC"), the Company's largest stockholder. The acquisition purchase price consisted of approximately $5 million in cash and an earn-out of up to $30 million if FabTech meets specified earnings targets over a four-year period. In 2001 and 2002, these earnings targets were not met, and, therefore, no earn-out was paid. In addition, FabTech was obligated to repay an aggregate of approximately $19 million in debt, consisting of (i) approximately $13.6 million note payable to LSC, (ii) approximately $2.6 million note payable to the Company, and (iii) approximately $3.0 20

million note payable to a financial institution, which amount was repaid on December 4, 2000 with the proceeds of a capital contribution by the Company. The acquisition was financed internally and through bank credit facilities. In June 2001, according to the Company's U.S. bank covenants, Diodes-FabTech was not permitted to make regularly scheduled principal and interest payments to LSC on the remaining $10.0 million payable related to the FabTech acquisition note, but was, however, able to renegotiate with LSC the terms of the note. Under the terms of the amended and restated subordinated promissory note, payments of approximately $417,000 plus interest were scheduled to begin again in July 2002, provided the Company met the terms of its U.S. bank's covenants. In May 2002, the Company renegotiated the terms of the note to extend the payment period from two years to four years, and therefore, payments of approximately $208,000 plus interest began in July 2002. Cash provided by financing activities was $0.9 million for the six months ended June 30, 2003, as the Company borrowed on its revolving line of credit, primarily to fund capital expenditures and inventory, compared to cash used by financing activities of $8.6 million in the same period of 2002, due primarily to repayments of debt. In February 2003, the Company and its U.S. bank renewed its $7.5 million revolving credit line, extending it for two years, and obtained an additional $2.0 million credit facility to be used for capital expenditure requirements at its wafer fabrication facility. This $2.0 million facility brings the Company's total credit facility to $46.7 million, with the total available and unused credit at June 30, 2003 of $32.4 million. At June 30, 2003, the Company's total bank credit facility of $46.7 million encompasses one major U.S. bank, three banks in Mainland China and four in Taiwan. As of June 30, 2003, the total credit lines were $14.5 million, $25.0 million, and $7.2 million, for the U.S. facility secured by substantially all assets, the unsecured Chinese facilities, and the unsecured Taiwanese facilities, respectively. As of June 30, 2003, the available credit was $5.3 million, $22.0 million, and $5.1 million, for the U.S. facility, the Chinese facilities, and the Taiwanese facilities, respectively. In 2002, the Company paid down its total credit facilities by $14.6 million, from $36.0 million to $21.4 million, and at June 30, 2003 total debt (including the LSC note) was $21.7 million due to the increase in the short-term borrowings. The credit agreements have certain covenants and restrictions, which, among other matters, require the maintenance of certain financial ratios and operating results, as defined in the agreements, and prohibit the payment of dividends. The Company was in compliance with its covenants as of June 30, 2003. The Company has used its credit facilities primarily to fund the expansion at Diodes-China and for the FabTech acquisition, as well as to support its operations. The Company believes that the continued availability of these credit facilities, together with internally generated funds, will be sufficient to meet the Company's current foreseeable operating cash requirements. The Company has entered into an interest rate swap agreement with a major U.S. bank which expires November 30, 2004, to hedge its exposure to variability in expected future cash flows resulting from interest rate risk related to a portion of its long-term debt. The interest rate under the swap agreement is fixed at 6.8% and is based on the notional amount. The swap contract is inversely correlated to the related hedged long-term debt and is therefore considered an effective cash flow hedge of the underlying long-term debt. The level of effectiveness of the hedge is measured by the changes in the market value of the hedged long-term debt resulting from fluctuation in interest rates. As a matter of policy, the Company does not enter into derivative transactions for trading or speculative purposes. Total working capital increased approximately 3.5% to $21.6 million as of June 30, 2003, from $20.8 million as of December 31, 2002. The Company believes that such working capital position will be sufficient for foreseeable operations and growth opportunities. The Company's total debt to equity ratio decreased to 0.78 at June 30, 2003, from 0.82 at December 31, 2002. It is anticipated that this ratio may increase should the Company use its credit facilities to fund additional inventory sourcing opportunities. 21

The Company has no material plans or commitments for capital expenditures other than in connection with manufacturing expansion at Diodes-China and Diodes-FabTech equipment requirements. However, to ensure that the Company can secure reliable and cost effective inventory sourcing to support and better position itself for growth, the Company is continuously evaluating additional internal manufacturing expansion, as well as additional outside sources of products. The Company believes its financial position will provide sufficient funds should an appropriate investment opportunity arise and thereby, assist the Company in improving customer satisfaction and in maintaining or increasing market share. As of June 30, 2003, based upon plans for new product introductions, product mixes, capacity restraints on certain product lines and equipment upgrades, the Company expects that year 2003 capital expenditures will be in the $12 to $14 million range as the Company approaches higher capacity utilizations and brings new products into production. Inflation did not have a material effect on net sales or net income in the first six months of 2003. A significant increase in inflation could affect future performance. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our primary business objective is the maximization of operating income given an acceptable level of risk. Our objective is exposed to three primary sources of market risk: foreign currency risk, interest rate risk, and political risk. No material changes to any of these risks have occurred since December 31, 2002. For a more detailed discussion of market risk, refer to Part II, Item 7A of our 2002 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. FOREIGN CURRENCY RISK. The Company faces exposure to adverse movements in foreign currency exchange rates, primarily in Asia. The Company's foreign currency risk may change over time as the level of activity in foreign markets grows and could have an adverse impact upon the Company's financial results. Certain of the Company's assets, including certain bank accounts and accounts receivable, and liabilities exist in non-U.S. dollar denominated currencies, which are sensitive to foreign currency exchange fluctuations. These currencies are principally the Chinese Yuan, the Taiwanese dollar, the Japanese Yen, and the Hong Kong dollar. Because of the relatively small size of each individual currency exposure, the Company does not employ hedging techniques designed to mitigate foreign currency exposures. Therefore, the Company could experience currency gains and losses. INTEREST RATE RISK. The Company has credit agreements with U.S. and Far East financial institutions at interest rates equal to LIBOR or similar indices plus a negotiated margin. A rise in interest rates could have an adverse impact upon the Company's cost of working capital and its interest expense. The Company entered into an interest rate swap agreement to hedge its exposure to variability in expected future cash flows resulting from interest rate risk related to a portion of its long-term debt. At June 30, 2003 the interest rate swap agreement applies to $3.5 million of the Company's long-term debt and expires November 30, 2004. The swap contract is inversely correlated to the related hedged long-term debt and is therefore considered an effective cash flow hedge of the underlying long-term debt. The level of effectiveness of the hedge is measured by the changes in the market value of the hedged long-term debt resulting from fluctuation in interest rates. As a matter of policy, the Company does not enter into derivative transactions for trading or speculative purposes. POLITICAL RISK. The Company has a significant portion of its assets in Mainland China and Taiwan. The possibility of political conflict between the two countries or with the United States could have an adverse impact upon the Company's ability to transact business through these important business segments and to generate profits. See "Risk Factors - Foreign Operations." ITEM 4. CONTROLS AND PROCEDURES The Company's Chief Executive Officer, C.H. Chen, and Chief Financial Officer, Carl Wertz, with the participation of the Company's management, carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer believe that, as of the end of the period covered by this report, the 22

Company's disclosure controls and procedures are effective in making known to them material information relating to the Company (including its consolidated subsidiaries) required to be included in this report. Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors, mistakes or intentional circumvention of the established processes. There was no change in the Company's internal control over financial reporting, known to the Chief Executive Officer or the Chief Financial Officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Except for the historical information contained herein, the matters addressed in this Quarterly Report on Form 10-Q constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to a variety of risks and uncertainties, including those discussed under "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q that could cause actual results to differ materially from those anticipated by the Company's management. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. All forward-looking statements made on this Quarterly Report on Form 10-Q are made pursuant to the Act. All forward-looking statements contained in this Quarterly Report on Form 10-Q are subject to, in addition to the other matters described in this Quarterly Report on Form 10-Q, a variety of significant risks and uncertainties. The following discussion highlights some of these risks and uncertainties. Further, from time to time, information provided by the Company or statements made by its employees may contain forward-looking information. There can be no assurance that actual results or business conditions will not differ materially from those set forth or suggested in such forward-looking statements as a result of various factors, including those discussed below. RISK FACTORS VERTICAL INTEGRATION We are in the process of vertically integrating our business. Key elements of this strategy include (i) expanding our manufacturing capacity, (ii) establishing wafer foundry and research and development capability through the acquisition of FabTech and (iii) establishing sales, marketing, product development, package development and assembly/testing operations in company-owned facilities or through the acquisition of established contractors. We have a limited history upon which an evaluation of the prospects of our vertical integration strategy can be based. There are certain risks associated with our vertical integration strategy, including: o difficulties associated with owning a manufacturing business, including, but not limited to, the maintenance and management of manufacturing facilities, equipment, employees and inventories and limitations on the flexibility of controlling overhead; o difficulties implementing our Enterprise Resource Planning system; o difficulties expanding our operations in the Far East and developing new operations in Europe; o difficulties developing and implementing a successful research and development team; o difficulties developing proprietary technology; and, o market acceptance of our proprietary technology. The risks of becoming a fully integrated manufacturer are amplified in an industry-wide slowdown because of the fixed costs associated with manufacturing facilities. 23

ECONOMIC CONDITIONS The discrete segment of the semiconductor industry is highly cyclical, and the value of our business may decline during the "down" portion of these cycles. During recent years, we, as well as many others in our industry, experienced significant declines in the pricing of, as well as demand for, our products and lower facilities utilization. The market for discrete semiconductors may experience renewed, possibly more severe and prolonged, downturns in the future. The markets for our products depend on continued demand in the communications, computer, industrial, consumer electronic and automotive markets, and these end-markets may experience changes in demand that could adversely affect our operating results and financial condition. COMPETITION The discrete semiconductor industry is highly competitive. We expect intensified competition from existing competitors and new entrants. Competition is based on price, product performance, product availability, quality, and reliability and customer service. We compete in various markets with companies of various sizes, many of which are larger and have greater resources or capabilities as it relates to financial, marketing, distribution, brand name recognition and other resources than we have and, thus, may be better able to pursue acquisition candidates and to withstand adverse economic or market conditions. In addition, companies not currently in direct competition with us may introduce competing products in the future. Some of our current major competitors are Fairchild Semiconductor Corporation, International Rectifier Corporation, Rohm Electronics, Phillips Electronics, On Semiconductor Corporation, and Vishay Intertechnology, Inc. We may not be able to compete successfully in the future, or competitive pressures may harm our financial condition or our operating results. FOREIGN OPERATIONS We expect revenues from foreign markets to continue to represent a significant portion of our total revenues. In addition, we maintain facilities or contracts with entities in the Philippines, Taiwan, Germany, Japan, England, India, and China, among others. There are risks inherent in doing business internationally, including: o changes in, or impositions of, legislative or regulatory requirements, including tax laws in the United States and in the countries in which we manufacture or sell our products; o trade restrictions, transportation delays, work stoppages, and economic and political instability; o changes in import/export regulations, tariffs and freight rates; o difficulties in collecting receivables and enforcing contracts; o currency exchange rate fluctuations; o restrictions on the transfer of funds from foreign subsidiaries to Diodes-North America; o longer customer payment terms; and, o the SARS epidemic. VARIABILITY OF QUARTERLY RESULTS We have experienced, and expect to continue to experience, a substantial variation in net sales and operating results from quarter to quarter. We believe that the factors that influence this variability of quarterly results include: o general economic conditions in the countries where we sell our products; o seasonality and variability in the computer and communications market and our other end markets; o the timing of our and our competitors' new product introductions; o product obsolescence; o the scheduling, rescheduling and cancellation of large orders by our customers; o the cyclical nature of demand for our customers' products; o our ability to develop new process technologies and achieve volume production at our fabrication facilities; o changes in manufacturing yields; o adverse movements in exchange rates, interest rates or tax rates; and o the availability of adequate supply commitments from our outside suppliers or subcontractors. 24

Accordingly, a comparison of the Company's results of operations from period to period is not necessarily meaningful and the Company's results of operations for any period are not necessarily indicative of future performance. NEW TECHNOLOGIES We cannot assure that we will successfully identify new product opportunities and develop and bring products to market in a timely and cost-effective manner, or that products or technologies developed by others will not render our products or technologies obsolete or noncompetitive. In addition, to remain competitive, we must continue to reduce package sizes, improve manufacturing yields and expand our sales. We may not be able to accomplish these goals. PRODUCTION Our manufacturing efficiency will be an important factor in our future profitability, and we cannot assure you that we will be able to maintain or increase our manufacturing efficiency. Our manufacturing processes require advanced and costly equipment and are continually being modified in an effort to improve yields and product performance. We may experience manufacturing problems in achieving acceptable yields or experience product delivery delays in the future as a result of, among other things, capacity constraints, construction delays, upgrading or expanding existing facilities or changing our process technologies, any of which could result in a loss of future revenues. Our operating results also could be adversely affected by the increase in fixed costs and operating expenses related to increases in production capacity if revenues do not increase proportionately. FUTURE ACQUISITIONS As part of our business strategy, we expect to review acquisition prospects that would implement our vertical integration strategy or offer other growth opportunities. While we have no current agreements and no active negotiations underway with respect to any acquisitions, we may acquire businesses, products or technologies in the future. In the event of future acquisitions, we could: o use a significant portion of our available cash; o issue equity securities, which would dilute current stockholders' percentage ownership; o incur substantial debt; o incur or assume contingent liabilities, known or unknown; o incur amortization expenses related to intangibles; and o incur large, immediate accounting write-offs. Such actions by us could harm our operating results and/or adversely influence the price of our Common Stock. INTEGRATION OF ACQUISITIONS During fiscal year 2000, we acquired FabTech, Inc. We may continue to expand and diversify our operations with additional acquisitions. If we are unsuccessful in integrating these companies or product lines with our operations, or if integration is more difficult than anticipated, we may experience disruptions that could have a material adverse effect on our business, financial condition and results of operations. Some of the risks that may affect our ability to integrate or realize any anticipated benefits from companies we acquire include those associated with: o unexpected losses of key employees or customers of the acquired company; o conforming the acquired company's standards, processes, procedures and controls with our operations; o coordinating our new product and process development; o hiring additional management and other critical personnel; o increasing the scope, geographic diversity and complexity of our operations; o difficulties in consolidating facilities and transferring processes and know-how; o diversion of management's attention from other business concerns; and o adverse effects on existing business relationships with customers. 25

BACKLOG The amount of backlog to be shipped during any period is dependent upon various factors and all orders are subject to cancellation or modification, usually with minimal or no penalty to the customer. Orders are generally booked from one to twelve months in advance of delivery. The rate of booking new orders can vary significantly from month to month. The Company and the industry as a whole are experiencing a trend towards shorter lead-times (the amount of time between the date a customer places an order and the date the customer requires shipment). The amount of backlog at any date depends upon various factors, including the timing of the receipt of orders, fluctuations in orders of existing product lines, and the introduction of any new lines. Accordingly, the Company believes that the amount of backlog at any date is not meaningful and is not necessarily indicative of actual future shipments. The Company strives to maintain proper inventory levels to support customers' just-in-time order expectations. PRODUCT RESOURCES We sell products primarily pursuant to purchase orders for current delivery, rather than pursuant to long-term supply contracts. Many of these purchase orders may be revised or canceled without penalty. As a result, we must commit resources to the production of products without any advance purchase commitments from customers. Our inability to sell, or delays in selling, products after we devote significant resources to them could have a material adverse effect on our business, financial condition and results of operations. QUALIFIED PERSONNEL Our future success depends, in part, upon our ability to attract and retain highly qualified technical, sales, marketing and managerial personnel. Personnel with the necessary expertise are scarce and competition for personnel with these skills is intense. We may not be able to retain existing key technical, sales, marketing and managerial employees or be successful in attracting, assimilating or retaining other highly qualified technical, sales, marketing and managerial personnel in the future. If we are unable to retain existing key employees or are unsuccessful in attracting new highly qualified employees, our business, financial condition and results of operations could be materially and adversely affected. EXPANSION Our ability to successfully offer our products in the discrete semiconductor market requires effective planning and management processes. Our past growth, and our targeted future growth, may place a significant strain on our management systems and resources, including our financial and managerial controls, reporting systems and procedures. In addition, we will need to continue to train and manage our workforce worldwide. SUPPLIERS Our manufacturing operations depend upon obtaining adequate supplies of materials, parts and equipment on a timely basis from third parties. Our results of operations could be adversely affected if we are unable to obtain adequate supplies of materials, parts and equipment in a timely manner or if the costs of materials, parts or equipment increase significantly. In addition, a significant portion of our total sales is from parts manufactured by outside vendors. From time to time, suppliers may extend lead times, limit supplies or increase prices due to capacity constraints or other factors. Although we generally use products, materials, parts and equipment available from multiple suppliers, we have a limited number of suppliers for some products, materials, parts and equipment. While we believe that alternate suppliers for these products, materials, parts and equipment are available, any interruption could materially impair our operations. ENVIRONMENTAL REGULATIONS We are subject to a variety of United States Federal, foreign, state and local governmental laws, rules and regulations related to the use, storage, handling, discharge or disposal of certain toxic, volatile or otherwise hazardous chemicals used in our manufacturing process. Any of these regulations could require us to acquire equipment or to incur substantial other expenses to comply with environmental regulations. If we were to incur substantial additional expenses, product costs could significantly increase, thus materially and adversely affecting our business, financial condition and results of operations. Any failure to comply with present or future environmental laws, rules and regulations could result in fines, suspension of production or cessation of operations, any of which could have a material adverse effect on our business, financial condition and results of operations. 26

The Company received a claim from one of its former U.S. landlords, regarding potential groundwater contamination at a site in which the Company engaged in manufacturing from 1967 to 1973, alleging that the Company may have some responsibility for cleanup costs. The Company anticipates that the ultimate outcome of this matter will not have a material effect on its financial condition. PRODUCT LIABILITY One or more of our products may be found to be defective after we have already shipped such products in volume, requiring a product replacement or recall. We may also be subject to product returns, which could impose substantial costs and have a material and adverse effect on our business, financial condition and results of operations. Product liability claims may be asserted with respect to our technology or products. Although we currently have product liability insurance, there can be no assurance that we have obtained sufficient insurance coverage, or that we will have sufficient resources, to satisfy all possible product liability claims. SYSTEM OUTAGES Risks are presented by electrical or telecommunications outages, computer hacking or other general system failure. To try to manage our operations efficiently and effectively, we rely heavily on our internal information and communications systems and on systems or support services from third parties. Any of these systems are subject to failure. System-wide or local failures that affect our information processing could have material adverse effects on our business, financial condition, results of operations and cash flows. In addition, insurance coverage for the risks described above may be unavailable. DOWNWARD PRICE TRENDS Our industry is intensely competitive and prices for existing products tend to decrease steadily over their life cycle. There is substantial and continuing pressure from customers to reduce the total cost of using our parts. To remain competitive, we must achieve continuous cost reductions through process and product improvements. We must also be in a position to minimize our customers' shipping and inventory financing costs and to meet their other goals for rationalization of supply and production. Our growth and the profit margins of our products will suffer if our competitors are more successful than we are in reducing the total cost to customers of their products. OBSOLETE INVENTORIES The life cycles of some of our products depend heavily upon the life cycles of the end products into which our products are designed. Products with short life cycles require us to manage closely our production and inventory levels. Inventory may also become obsolete because of adverse changes in end-market demand. We may in the future be adversely affected by obsolete or excess inventories which may result from unanticipated changes in the estimated total demand for our products or the estimated life cycles of the end products into which our products are designed. DEFERRED TAXES As of June 30, 2003, accumulated and undistributed earnings of Diodes-China are approximately $29.9 million. Through March 31, 2002, the Company had not recorded deferred Federal or state tax liabilities (estimated to be $8.9 million) on these cumulative earnings since the Company considered this investment to be permanent, and had no plans or obligations to distribute all or part of that amount from China to the United States. Beginning in April 2002, the Company began to record deferred taxes on a portion of the 2002 earnings of Diodes-China, and had accrued $0.9 million at December 31, 2002. In 2003, the Company continued to record deferred taxes on a portion of the 2003 estimated earnings of Diodes-China, recording $0.4 million in deferred taxes during the first six months of 2003. The Company is evaluating the need to provide additional deferred taxes for the future earnings of Diodes-China to the extent such earnings may be appropriated for distribution to the Company's corporate office in North America, and as further investment strategies with respect to Diodes-China are determined. Should the Company's North American cash requirements exceed the cash that is provided through the domestic credit facilities, cash can be obtained from the Company's foreign subsidiaries. However, the distribution of any unappropriated funds to the U.S. will require the recording of income tax provisions on the U.S. entity, thus reducing net income. 27

FOREIGN CURRENCY RISK The Company faces exposure to adverse movements in foreign currency exchange rates, primarily in Asia and, to a lesser extent, in Europe. The Company's foreign currency risk may change over time as the level of activity in foreign markets grows and could have an adverse impact upon the Company's financial results. Certain of the Company's assets, including certain bank accounts and accounts receivable, and liabilities exist in non-U.S. dollar denominated currencies, which are sensitive to foreign currency exchange fluctuations. These currencies are principally the Chinese Yuan, the Taiwanese dollar, the Japanese Yen, and the Hong Kong dollar. Because of the relatively small size of each individual currency exposure, the Company does not employ hedging techniques designed to mitigate foreign currency exposures. Therefore, the Company could experience currency gains and losses. INTEREST RATE RISK The Company has credit agreements with U.S. and Far East financial institutions at interest rates equal to LIBOR or similar indices plus a negotiated margin. A rise in interest rates could have an adverse impact upon the Company's cost of working capital and its interest expense. The Company entered into an interest rate swap agreement to hedge its exposure to variability in expected future cash flows resulting from interest rate risk related to a portion of its long-term debt. At June 30, 2003 the interest rate swap agreement applies to $3.5 million of the Company's long-term debt and expires November 30, 2004. The swap contract is inversely correlated to the related hedged long-term debt and is therefore considered an effective cash flow hedge of the underlying long-term debt. The level of effectiveness of the hedge is measured by the changes in the market value of the hedged long-term debt resulting from fluctuation in interest rates. As a matter of policy, the Company does not enter into derivative transactions for trading or speculative purposes. POLITICAL RISK The Company has a significant portion of its assets in Mainland China, Taiwan and Hong Kong. The possibility of political conflict between these countries or with the United States could have an adverse impact upon the Company's ability to transact business through these important business segments and to generate profits. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no matters to be reported under this heading. ITEM 2. CHANGES IN SECURITIES There are no matters to be reported under this heading. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There are no matters to be reported under this heading. 28

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company submitted to a vote of its security holders at an annual meeting of shareholders on June 2, 2003, the election of members of the Board of Directors. The directors were each elected to serve until the 2004 annual meeting or until their successors are elected and have qualified. The results of the tabulation for each nominee for director of the Company is as follows: C.H. Chen, For: 7,716,465 Director Withheld: 482,422 Michael R. Giordano, For: 7,674,985 Director Withheld: 523,902 Keh-Shew Lu, For: 7,722,891 Director Withheld: 475,996 M.K. Lu, For: 7,852,743 Director Withheld: 346,144 Shing Mao, For: 8,162,218 Director Withheld: 36,669 Raymond Soong, For: 8,163,968 Director Withheld: 34,919 John M. Stich, For: 7,573,065 Director Withheld: 625,822 The Company also submitted to a vote of its security holders at an annual meeting of shareholders on June 2, 2003, the appointment of Moss Adams LLP as the Company's independent certified public accountants for the fiscal year ending December 31, 2003. The result of the tabulation was 8,188,148 shares voted in favor of the proposal, 3,195 shares voted against, and 7,544 abstained from voting on the proposal. No broker non-votes with respect to this proposal were received. ITEM 5. OTHER INFORMATION The proxy materials for the 2003 annual meeting of stockholders held on June 2, 2003 were mailed to stockholders of the Company on April 29, 2003. Under certain circumstances, stockholders are entitled to present proposals at stockholder meetings. Any such proposal to be included in the proxy statement for the 2004 annual meeting of stockholders must be received at the Company's executive offices at 3050 East Hillcrest Drive, Westlake Village, California, 91362, addressed to the attention of the Corporate Secretary by December 30, 2003 in a form that complies with applicable regulations. The Securities and Exchange Commission's rule in the event a stockholder proposal is not submitted to the Company prior to March 15, 2004, the proxies solicited by the Board of Directors for the 2004 annual meeting of stockholders will confer authority on the holders of the proxy to vote the shares in accordance with their best judgment and discretion if the proposal is presented at the 2004 annual meeting of stockholders without any discussion of the proposal in the proxy statement for such meeting. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 11 Computation of Earnings Per Share Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 29

Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32 Certification Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K None. 30

SIGNATURE 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 (Registrant) By: /s/ Carl C. Wertz August 12, 2003 - ---------------------------------------------------- CARL C. WERTZ Chief Financial Officer, Treasurer and Secretary (Duly Authorized Officer and Principal Financial and Chief Accounting Officer) 31

INDEX TO EXHIBITS Exhibit 11 Computation of Earnings Per Share Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32 Certification Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32

                                  EXHIBIT - 11

                      DIODES INCORPORATED AND SUBSIDIARIES

                        COMPUTATION OF EARNINGS PER SHARE
                                   (Unaudited)




                                                      THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                           JUNE 30,                                  JUNE 30,
                                             -------------------------------------      ------------------------------------
                                                   2002                2003                  2002                 2003
                                             -----------------    ----------------      ----------------     ---------------
                                                                                                    
BASIC
  Weighted average number of common
shares outstanding used in computing
basic earnings per share                            8,176,025           8,452,129             8,170,704           8,383,444

     Net income                                   $ 1,563,000         $ 2,172,000           $ 1,772,000         $ 4,094,000
                                             =================    ================      ================     ===============

Basic earnings per share                          $      0.19         $      0.26           $      0.22         $      0.49
                                             =================    ================      ================     ===============



DILUTED
  Weighted average number of common
shares outstanding used in computing
basic earnings per share                            8,176,025           8,452,129             8,170,704           8,383,444
  Assumed exercise of stock options                   698,391           1,060,137               653,321             989,063
                                             -----------------    ----------------      ----------------     ---------------
                                                    8,874,416           9,512,266             8,824,025           9,372,507

     Net income                                   $ 1,563,000         $ 2,172,000           $ 1,772,000         $ 4,094,000
                                             =================    ================      ================     ===============

Diluted earnings per share                        $      0.18         $      0.23           $      0.20         $      0.44
                                             =================    ================      ================     ===============


                                  EXHIBIT 31.1

     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, C.H. Chen, certify that:

1.       I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Diodes
         Incorporated;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying  officer(s) and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
                  caused such disclosure  controls and procedures to be designed
                  under our  supervision,  to ensure that  material  information
                  relating  to  the  registrant,   including  its   consolidated
                  subsidiaries,  is made  known  to us by  others  within  those
                  entities,  particularly during the period in which this report
                  is being prepared;

                  (b) Evaluated the effectiveness of the registrant's disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

                  (c)  Disclosed  in this report any change in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

5.       The  registrant's  other  certifying  officer(s) and I have  disclosed,
         based on our most recent  evaluation of internal control over financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons  performing the equivalent
         functions):

                  (a) All significant  deficiencies  and material  weaknesses in
                  the design or  operation of internal  control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal control over financial reporting.

/s/ C.H. Chen
C. H. Chen
Chief Executive Officer
Date: August 12, 2003


                                  EXHIBIT 31.2

     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl C. Wertz, certify that:

1.                I have reviewed this  quarterly  report on Form 10-Q of Diodes
                  Incorporated;

2.                Based on my knowledge, this report does not contain any untrue
                  statement of a material  fact or omit to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading with respect to the period covered by this report;

3.                Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this report, fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the  registrant  as of, and for,
                  the periods presented in this report;

4.                The  registrant's  other  certifying   officer(s)  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

(a)               Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

(b)               Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

(c)               Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

5.                The  registrant's  other  certifying  officer(s)  and  I  have
                  disclosed,  based on our most  recent  evaluation  of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

(a)               All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

(b)               Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.

/s/ Carl C. Wertz
Carl C. Wertz
Chief Executive Officer
Date: August 12, 2003


                                   EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  that,  to their
knowledge, the Quarterly Report on Form 10-Q for the quarterly period ended June
30,  2003 of  Diodes  Incorporated  (the  "Company")  fully  complies  with  the
requirements of Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934,
as amended,  and that the  information  contained in such periodic report fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of the Company as of, and for, the periods presented in such report.


Very truly yours,


/s/ C.H. Chen
C.H. Chen
Chief Executive Officer
Date: August 12, 2003



/s/ Carl C. Wertz
Carl C. Wertz
Chief Financial Officer
Date: August 12, 2003



A signed  original of this  written  statement  required by Section 906 has been
provided to Diodes  Incorporated  and will be  furnished to the  Securities  and
Exchange Commission or its staff upon request.