Tripath Imaging (TPTH) 8-K TriPath Imaging Announces Third Quarter 2005 Results

Exhibit 99.2

Reconciliation of GAAP to Non-GAAP Financial Measures for the Quarter Ended September 30, 2005

The following tables present pro forma versions of our revenues, gross profit, net income and earnings per share (basic and diluted) to illustrate our results from operations excluding the recorded non-cash sales discount relating to the warrants held by Quest Diagnostics. The tables present the most comparable GAAP measure to each non-GAAP measure, as well as the reconciliation to the corresponding GAAP measure. Our management believes that these non-GAAP financial measures provide a useful measure of our results of operations, excluding discounts that are not necessarily reflective of, or directly attributable to, our operations. We believe that these non-GAAP measures will allow investors to monitor our ongoing operating results and trends, gain a better understanding of our period-to-period performance, and gain a better understanding of our business and prospects for future performance. These non-GAAP results are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from similar non-GAAP measures used by other companies.

Three months ended September 30, 2005

				Reconciliation:
				Add Back Non-
				Cash Sales
	GAAP			Discount		Non-GAAP
Revenues	$	21,525		$	171	$	21,696
Gross profit		15,176			171		15,347
Net income		1,779			171		1,950
Earnings per share:
				$171 to revenues
Basic	$	0.05	used in calculation			$	0.05
				$171 to revenues
Diluted	$	0.05	used in calculation			$	0.05

Three months ended September 30, 2004

				Reconciliation:
				Add Back Non-
				Cash Sales
	GAAP			Discount		Non-GAAP
Revenues	$	18,028		$	195	$	18,223
Gross profit		12,499			195		12,694
Net income		978			195		1,173
Earnings per share:
				$195 to revenues
Basic	$	0.03	used in calculation			$	0.03
				$195 to revenues
Diluted	$	0.02	used in calculation			$	0.03

Nine months ended September 30, 2005

				Reconciliation:
				Add Back Non-
				Cash Sales
	GAAP			Discount		Non-GAAP
Revenues	$	62,105		$	1,083	$	63,188
Gross profit		43,463			1,083		44,546
Net income		4,219			1,083		5,302
Earnings per share:
			$1,083 to revenues
Basic	$	0.11	used in calculation			$	0.14
			$1,083 to revenues
Diluted	$	0.11	used in calculation			$	0.13

Nine months ended September 30, 2004

				Reconciliation:
				Add Back Non-
				Cash Sales
	GAAP			Discount		Non-GAAP
Revenues	$	50,259		$	325	$	50,584
Gross profit		34,817			325		35,142
Net income		297			325		622
Earnings per share:
				$325 to revenues
Basic	$	0.01	used in calculation			$	0.02
				$325 to revenues
Diluted	$	0.01	used in calculation			$	0.02