Note: Included in GAAP and non-GAAP adjusted net income was approximately $2.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.05 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, 2013:
			Cost of Goods Sold			Operating Expenses			Other Income (Expense)			Income Tax Provision				Net Income
Per-GAAP																$	20,328
Earnings per share (Per-GAAP)
Diluted																$	0.43
Adjustments to reconcile net income to adjusted net income:
Inventory valuations			5,484			-			-			(823	)				4,661
Acquisition costs			-			600			-			110					710
Retention costs			-			2,115			-			(317	)				1,798
Restructuring costs			-			1,533			-			(406	)				1,127
Amortization of acquisition related intangible assets			-			6,075			-			(1,285	)				4,790
Tax expense related to tax audit			-			-			-			5,447					5,447
Adjusted (Non-GAAP)																$	38,862
Diluted shares used in computing earnings per share																	47,584
Adjusted earnings per share (Non-GAAP)
Diluted																$	0.82

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