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

	Three Months Ended
	February 1,		February 2,
	2015		2014
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders	$	3,837	$	1,993
(a) Financing expenses, net of tax		901		-
(b) Acquisition transaction expenses, net of tax		-		437
Non-GAAP net income attributable to Photronics, Inc. shareholders	$	4,738	$	2,430
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		67,020		62,136
Non-GAAP		67,020		62,136
Net income per diluted share
GAAP	$	0.06	$	0.03
Non-GAAP	$	0.07	$	0.04

(a)	Represents financing expenses related to the exchange of $57.5 million of 3.25% convertible senior notes, recorded in other expense, net
(b)	Represents transaction expenses in connection with the acquisition of DNP Photomask Technology Taiwan Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd.