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

	Three Months Ended
	January 31,			February 1,
	2016			2015
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders	$	21,002		$	3,837
(a) Gain on sale of investment, net of tax		(8,753	)		-
(b) Financing expenses, net of tax		-			901
Non-GAAP net income attributable to Photronics, Inc. shareholders	$	12,249		$	4,738
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		79,136			67,020
Non-GAAP		79,136			67,020
Net income per diluted share
GAAP	$	0.28		$	0.06
Non-GAAP	$	0.17		$	0.07

(a)	Represents gain on sale of investment in a foreign entity
(b)	Represents financing expenses related to the exchange of $57.5 million of 3.25% convertible senior notes