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

	Three Months Ended
	February 2,		January 27,
	2014		2013
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders	$	1,993	$	2,323
(a) Joint venture transaction expenses, net of tax		437		—
Non-GAAP net income attributable to Photronics, Inc. shareholders	$	2,430	$	2,323
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		62,136		61,095
Non-GAAP		62,136		61,095
Net income per diluted share
GAAP	$	0.03	$	0.04
Non-GAAP	$	0.04	$	0.04

(a) Represents transaction expenses in connection with the pending joint venture with DNP Photomask Technology Taiwan Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd.