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
	July 28,		July 29,		July 28,		July 29,
	2013		2012		2013		2012
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders	$	5,940	$	10,950	$	13,126	$	24,035
(a) Consolidation and restructuring charges, net of tax		-		7		-		1,182
(b) Impact of warrants, net of tax		-		-		-		(94	)
Non-GAAP net income attributable to Photronics, Inc. shareholders	$	5,940	$	10,957	$	13,126	$	25,123
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		66,177		76,436		61,478		76,460
Non-GAAP		66,177		76,436		61,478		76,435
Net income per diluted share
GAAP	$	0.10	$	0.16	$	0.21	$	0.37
Non-GAAP	$	0.10	$	0.16	$	0.21	$	0.39

(a)	Represents consolidation and restructuring charges primarily related to restructuring in Singapore.
(b)	Represents impact related to warrants, which is recorded in other expense, net.