Note: Included in GAAP and non-GAAP adjusted net income was approximately $7.6 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.15 per share.

DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the nine months ended September 30, 2014:
				Operating Expenses				Income Tax Provision				Net Income
Per-GAAP												$	47,014
Earnings per share (Per-GAAP)
Diluted												$	0.97
Adjustments to reconcile net income to adjusted net income:
Retention costs				1,162				(175	)				987
Gain on sale of assets				(1,176	)			200					(976	)
Amortization of acquisition related intangible assets				5,960				(1,235	)				4,725
Adjusted (Non-GAAP)												$	51,750
Diluted shares used in computing earnings per share													48,385
Adjusted earnings per share (Non-GAAP)
Diluted												$	1.07

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