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

		Three Months Ended						Year Ended
		October 30,			October 31,			October 30,		October 31,
		2011			2010			2011		2010
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc.
GAAP net income attributable to Photronics, Inc.		$	9,291		$	8,144		$	16,229	$	23,922
(a)	Debt extinguishment loss and net interest impact,
	net of tax		-			-			35,486		-
(b)	Consolidation and restructuring credits, net of tax		-			(168	)		-		(4,979	)
(c)	Impact of warrants, net of tax		(175	)		554			424		1,246
(d)	Deferred financing fees write off, net of tax		-			-			-		1,011
Non-GAAP net income attributable to Photronics, Inc.		$	9,116		$	8,530		$	52,139	$	21,200
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
	GAAP		76,259			66,145			58,458		65,803
	Non-GAAP		76,082			66,145			71,940		65,803
Net income per diluted share
	GAAP	$	0.14		$	0.14		$	0.28	$	0.43
	Non-GAAP	$	0.14		$	0.14		$	0.80	$	0.38

(a)	Represents extinguishment charges during the year ended October 30, 2011 related to the repurchase of $35.4 million of our 5.50% convertible senior notes due in October 2014, and net interest impact on convertible transactions.
(b)	Includes credits related to restructuring in China.
(c)	Represents financing expenses related to warrants, which are recorded in other expense, net.
(d)	Represents write-off of deferred financing fees recorded in interest expense, as a result of an amendment to our revolving credit facility.