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

	Three Months Ended						Nine Months Ended
	August 1,			August 2,			August 1,			August 2,
	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.	$	7,691		$	(22,847	)	$	15,778		$	(43,152	)
(a) Consolidation and restructuring charges (credit),
and impairment of long-lived assets, net of tax		26			10,660			(4,810	)		13,337
(b) Impact of warrants, net of tax		(388	)		6,848			692			6,848
(c) Deferred financing fees write off, net of tax		-			-			1,011			-
Non-GAAP net income (loss) attributable to Photronics, Inc.	$	7,329		$	(5,339	)	$	12,671		$	(22,967	)
Weighted average number of diluted shares outstanding:
GAAP		66,280			41,819			65,689			41,772
Non-GAAP		65,864			41,819			54,378			41,772
Earnings (loss) per diluted share:
GAAP	$	0.13		$	(0.55	)	$	0.29		$	(1.03	)
Non-GAAP	$	0.13		$	(0.13	)	$	0.23		$	(0.55	)

(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.