Note: Included in GAAP and non-GAAP adjusted net income was approximately $2.5 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 twelve months ended December 31, 2016:
			COGS		Operating Expenses			Income Tax Provision			Net Income
Per-GAAP											$	15,935
Earnings per share (Per-GAAP)
Diluted											$	0.32
Adjustments to reconcile net income to non-GAAP net income:
M&A Activities
	Pericom											14,618
		Inventory adjustment	3,060					(153	)
		Transaction costs			280			(98	)
		Retention costs			1,464			(512	)
		Amortization of acquisition-related intangible assets			13,243			(2,384	)
		Employee award costs			(404	)		122
	Others											5,736
		Amortization of acquisition-related intangible assets			7,235			(1,499	)
Impairment of non-operating investment					3,218			(1,126	)			2,092
Non-GAAP											$	38,381
Diluted shares used in computing earnings per share												49,789
Non-GAAP earnings per share
Diluted											$	0.77

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