Note: Included in GAAP and non-GAAP adjusted net income was approximately $9.0 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 $0.12 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 six months ended June 30, 2016:
				COGS			Operating Expenses				Income Tax Provision				Net Income
Per-GAAP															$	4,019
Earnings per share (Per-GAAP)
Diluted															$	0.08
Adjustments to reconcile net income to non-GAAP net income:
M&A Activities
Pericom																8,861
Inventory adjustment				3,060							(153	)
Transaction costs							471				(165	)
Retention costs							793				(278	)
Amortization of acquisition-related intangible assets							6,604				(1,189	)
Employee award costs							(404	)			122
Others																2,901
Amortization of acquisition-related intangible assets							3,659				(758	)
Non-GAAP															$	15,781
Diluted shares used in computing earnings per share																49,380
Non-GAAP earnings per share
Diluted															$	0.32

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