PHOTRONICS, INC. AND SUBSIDIARIES
Non-GAAP Financial Measure
Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
(in thousands)
(Unaudited)

	Three Months Ended
	February 1,				February 2,
	2015				2014
	$		%		$		%
			(a)				(a)
GAAP Operating Income	$	11,559	9.4	%	$	5,630	5.6	%
(b) Acquisition transaction expenses		–	–			437	0.4
Non-GAAP Operating Income	$	11,559	9.4	%	$	6,067	6.0	%

(a)	Represents percentage of net sales
(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.