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

	Three Months Ended
	January 27,		January 29,
	2013		2012
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders	$	2,323	$	4,268
(a) Consolidation and restructuring charges, net of tax		-		1,118
(b) Impact of warrants, net of tax		-		(94	)
Non-GAAP net income attributable to Photronics, Inc. shareholders	$	2,323	$	5,292
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		61,095		60,930
Non-GAAP		61,095		60,856
Net income per diluted share
GAAP	$	0.04	$	0.07
Non-GAAP	$	0.04	$	0.09

(a)	Represents consolidation and restructuring charges primarily related to restructuring in Singapore.
(b)	Represents financing expenses related to warrants, which are recorded in other income (expense), net.