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

	Three Months Ended				Nine Months Ended
	August 2,		August 3,		August 2,		August 3,
	2015		2014		2015		2014
GAAP Net Income (a)	$	15,410	$	7,344	$	34,709	$	25,336
Add: interest expense		1,209		1,809		3,813		5,609
Add: income tax expense		3,390		2,545		7,775		7,291
Add: depreciation and amortization		20,976		21,292		60,876		57,264
Add (less): special items (b)		948		981		3,685		(10,787	)
Non-GAAP EBITDA	$	41,933	$	33,971	$	110,858	$	84,713

(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.