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

	Three Months Ended					Six Months Ended
	May 3,		May 4,			May 3,		May 4,
	2015		2014			2015		2014
GAAP Net Income (a)	$	12,156	$	15,950		$	19,298	$	17,992
Add: interest expense		1,233		1,816			2,603		3,800
Add: income tax expense		1,252		2,032			4,386		4,747
Add: depreciation and amortization		19,293		18,550			39,900		35,972
Add (less): special items (b)		912		(13,310	)		2,738		(11,768	)
Non-GAAP EBITDA	$	34,846	$	25,038		$	68,925	$	50,743

(a)	Includes net income attributable to noncontrolling interests.
(b)	Special items consist of stock compensation expense, and in 2015 financing expenses in connection with the exchange of $57.5 million of 3.25% convertible senior notes, and in 2014 noncash gain on acquisition of DNP Photomask Technology Taiwan, Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd., and related acquisition transaction expenses.