Note: Included in GAAP and non-GAAP 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 NON-GAAP NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the three months ended December 31, 2014:
			Operating			Income Tax
			Expenses			Provision				Net Income
Per-GAAP										$	16,665
Earnings per share (Per-GAAP)
Diluted										$	0.34
Adjustments to reconcile net income to Non-GAAP net income:
Retention costs			125			(19	)				106
Amortization of acquisition related intangible assets			1,954			(392	)				1,562
Non-GAAP										$	18,333
Diluted shares used in computing earnings per share											48,739
Non-GAAP earnings per share
Diluted										$	0.38

Note: Included in GAAP and non-GAAP net income was approximately $2.4 million, net of tax, non-cash share-based compensation expense. Excluding share based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.05 per share.