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
	August 2,		August 3,		August 2,		August 3,
	2015		2014		2015		2014
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders	$	12,106	$	4,186	$	26,003	$	21,719
(a) Financing expenses, net of tax		-		-		901		-
(b) Gain on acquisition, net of tax		-		-		-		(16,372	)
(c) Acquisition transaction expenses, net of tax		-		-		-		2,455
Non-GAAP net income attributable to Photronics, Inc. shareholders	$	12,106	$	4,186	$	26,904	$	7,802
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		78,569		62,432		78,300		77,706
Non-GAAP		78,569		62,432		78,300		62,283
Net income per diluted share
GAAP	$	0.17	$	0.07	$	0.37	$	0.34
Non-GAAP	$	0.17	$	0.07	$	0.39	$	0.13

(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 gain on acquisition of DNP Photomask Technology Taiwan Co., Ltd (DPTT), a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd.
(c)	Represents transaction expenses in connection with the acquisition of DPTT