PHOTRONICS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Information
(in thousands, except per share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	May 2,			May 3,			May 2,			May 3,
	2010			2009			2010			2009
Reconciliation of GAAP to Non-GAAP Net Income (Loss)
Attributable to Photronics, Inc.
GAAP net income (loss) attributable to Photronics, Inc.	$	7,873		$	(10,072	)	$	8,086		$	(20,305	)
(a) Consolidation and restructuring charges (credit),
and impairment of long-lived assets, net of tax		(5,029	)		1,342			(4,836	)		2,677
(b) Impact of warrants, net of tax		860			-			1,080			-
(c) Deferred financing fees write off, net of tax		1,011			-			1,011			-
Non-GAAP net income (loss) attributable to Photronics, Inc.	$	4,715		$	(8,730	)	$	5,341		$	(17,628	)
Weighted average number of diluted shares outstanding:
GAAP		65,780			41,775			54,291			41,749
Non-GAAP		54,469			41,775			54,291			41,749
Earnings (loss) per diluted share:
GAAP	$	0.14		$	(0.24	)	$	0.15		$	(0.49	)
Non-GAAP	$	0.09		$	(0.21	)	$	0.10		$	(0.42	)

(a)	Includes charges (credit) related to restructurings in China and United Kingdom and impairment of long-lived assets in the United Kingdom.
(b)	Represents financing expenses related to warrants, which are recorded in other income (expense).
(c)	As a result of an amendment to the revolving credit facility, represents write-off of deferred financing fees recorded in interest expense.