8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 17, 2015

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware
 (State or other jurisdiction
of incorporation) 0-16244
 (Commission
File Number) 11-2989601
 (IRS Employer
Identification No.)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.

On February 17, 2015, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended December 31, 2014.  In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter 2014 financial results on its website (www.veeco.com).  Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco dated February 17, 2015
99.2	Veeco Q4 2014 Conference Call, February 17, 2015

The information in this report, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 17, 2015	VEECO INSTRUMENTS INC.
	By: /s/ Gregory A. Robbins
	Name: Gregory A. Robbins
	Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Veeco dated February 17, 2015
99.2	Veeco Q4 2014 Conference Call, February 17, 2015

2

EX-99.1

EXHIBIT 99.1

NEWS

FOR IMMEDIATE RELEASE

VEECO REPORTS FOURTH QUARTER 2014 FINANCIAL RESULTS

Plainview, N.Y., February 17, 2015 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the fourth quarter and year ended December 31, 2014. Veeco reports its results in conformity with U.S. generally accepted accounting principles (“GAAP”) and also provides results adjusting for certain items. A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

U.S. Dollars in millions, except per share data

	4th Quarter						Full Year
GAAP Results	Q4 ‘14			Q4 ‘13			2014			2013
Revenues	$	113.6		$	73.2		$	392.9		$	331.7
Net loss	(56.9		)	(22.1		)	(66.9		)	(42.3		)
Earnings (loss) per share	(1.44		)	(0.57		)	(1.70		)	(1.09		)

	4th Quarter					Full Year
Non-GAAP Results	Q4 ‘14		Q4 ‘13			2014			2013
Adjusted EBITDA	$	8.3	$	(23.3	)	$	2.6		$	(36.7	)
Earnings (loss) per share	0.13		(0.42		)	(0.10		)	(0.72		)

CEO Commentary

“Veeco achieved significant milestones during 2014 as part of the transition back to growth and profitability,” commented John R. Peeler, Chairman and Chief Executive Officer. “For the full year, revenue increased 18% to $393 million, bookings were up more than 50% to $510 million, and we returned to adjusted EBITDA profitability. We developed differentiated new products, lowered operating expenses and improved gross margins. We also completed the acquisition of Solid State Equipment LLC (now Veeco Precision Surface Processing or “PSP”) in the fourth quarter, improving access to high growth markets through complementary technology that will drive increased sales and profitability.”

“Fourth quarter results were within our guidance for revenue and above guidance for gross margin and adjusted EBITDA performance. Bookings totaled $196 million, the highest quarterly level since 2011. MOCVD booked $142 million, primarily due to orders for our next generation EPIK700TM MOCVD system. Data Storage bookings of $45 million were also the highest level since 2011, as customers invested in both capacity and technology.”

ALD Business Update

Veeco successfully demonstrated its FAST-ALDTM technology for flexible OLED encapsulation, but at the same time the incumbent deposition technology has progressed to satisfy the current market requirements. As a result, Veeco lowered the near term revenue forecasts for its ALD technology and took an asset impairment charge (goodwill, intangibles and property, plant and equipment) in the fourth quarter. The Company will lower its

spending rate in ALD, refocus R&D efforts on semiconductor and other applications, and continue to monitor the flexible OLED market opportunity.

Outlook

Veeco has begun shipping its new EPIK700 MOCVD system, which is a highly competitive product that improves LED customers’ productivity and yield and lowers their total cost of ownership. As is standard practice with new product introductions, accounting rules require deferral of revenue on initial system shipments. The Company expects to ship over $25 million of EPIK700 systems in the first quarter. The value of these shipments will largely appear as deferred revenue on the balance sheet, and, as a result, Veeco’s first quarter 2015 revenue is currently forecasted to be between $92 and $100 million. Loss per share is currently forecasted to be between ($0.59) to ($0.53) on a GAAP basis and ($0.13) to ($0.07) on a non-GAAP basis. Please refer to the attached financial table for more details.

Mr. Peeler added, “I am highly confident that 2015 will be another year of improved performance for Veeco, fueled by great new products targeted at growth opportunities in LED, power electronics and mobile devices. We have a strong team focused on keeping our organization streamlined and improving both gross margin and bottom line performance.”

Conference Call Information

A conference call reviewing these results has been scheduled for today at 5:00pm ET. To join the call, dial 1-888-724-9511 (toll free) or 913-312-1236 and use passcode 9582112. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the call will be available beginning at 8:00pm ET tonight through 8:00pm ET on March 3, 2015 at 1-888-203-1112 (toll free) or 1-719-457-0820, using passcode 9582112, and on the Veeco website. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Our process equipment solutions enable the manufacture of LEDs, power electronics, wireless devices, hard disk drives, and semiconductors. We are the market leader in MOCVD, MBE, Ion Beam and other advanced thin film process technologies. Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage allowing our customers to maximize productivity and achieve a lower cost of ownership. For information on our Company, products, or worldwide service and support, please visit www.veeco.com.

To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2013 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

-financial tables attached-

Veeco Contacts:
Investors:	Media:
Debra Wasser 212-704-4588	Jeffrey Pina 516-677-0200 x1222
deb.wasser@edelman.com	jpina@veeco.com

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

	For the three months ended						For the year ended
	December 31,						December 31,
	2014			2013			2014			2013
Net sales	$	113,569		$	73,209		$	392,873		$	331,749
Cost of sales	75,695			57,567			257,991			228,607
Gross profit	37,874			15,642			134,882			103,142
Operating expenses, net:
Selling, general and administrative	24,490			26,409			89,760			85,486
Research and development	20,424			20,824			81,171			81,424
Amortization	4,195			2,961			13,146			5,527
Restructuring	884			(286		)	4,394			1,485
Asset impairment	55,306			1,220			58,170			1,220
Changes in contingent consideration	—			829			(29,368		)	829
Other income, net	(2,848		)	(876		)	(3,182		)	(1,017		)
Total operating expenses, net	102,451			51,081			214,091			174,954
Operating loss	(64,577		)	(35,439		)	(79,209		)	(71,812		)
Interest income (expense), net	314			(18		)	855			602
Loss before income taxes	(64,263		)	(35,457		)	(78,354		)	(71,210		)
Income tax benefit	(7,351		)	(13,372		)	(11,414		)	(28,947		)
Net loss	$	(56,912	)	$	(22,085	)	$	(66,940	)	$	(42,263	)
Loss per common share:
Basic	$	(1.44	)	$	(0.57	)	$	(1.70	)	$	(1.09	)
Diluted	$	(1.44	)	$	(0.57	)	$	(1.70	)	$	(1.09	)
Weighted average number of shares:
Basic	39,446			38,904			39,350			38,807
Diluted	39,446			38,904			39,350			38,807

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	December 31,		December 31,
	2014		2013
Assets
Current assets:
Cash and cash equivalents	$	270,811	$	210,799
Short-term investments	120,572		281,538
Restricted cash	539		2,738
Accounts receivable, net	60,085		23,823
Inventories	61,471		59,726
Deferred cost of sales	5,076		724
Prepaid expenses and other current assets	23,132		22,579
Assets held for sale	6,000		—
Deferred income taxes	7,976		11,716
Total current assets	555,662		613,643
Property, plant and equipment at cost, net	78,752		89,139
Goodwill	114,959		91,348
Deferred income taxes	1,180		397
Intangible assets, net	159,308		114,716
Other assets	19,594		38,726
Total assets	$	929,455	$	947,969
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	18,111	$	35,755
Accrued expenses and other current liabilities	48,418		51,084
Customer deposits and deferred revenue	96,004		34,754
Income taxes payable	5,441		6,149
Deferred income taxes	120		159
Current portion of long-term debt	314		290
Total current liabilities	168,408		128,191
Deferred income taxes	16,397		28,052
Long-term debt	1,533		1,847
Other liabilities	4,185		9,649
Total liabilities	190,523		167,739
Total stockholders’ equity	738,932		780,230
Total liabilities and stockholders’ equity	$	929,455	$	947,969

Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
For the three months ended December 31, 2014	GAAP			Share-based Compensation			Acquisition Related			Other			Non-GAAP
Net sales	$	113,569		$	—		$	—		$	—		$	113,569
Cost of sales	75,695			(657		)	(5,175		)(a)	—			69,863
Gross profit	37,874			657			5,175			—			43,706
Gross margin	33.3		%										38.5		%
Operating expenses, net:
Selling, general and administrative	24,490			(2,667		)	(3,242		)(b)	—			18,581
Research and development	20,424			(1,185		)	—			—			19,239
Amortization	4,195			—			(4,195		)	—			—
Restructuring	884			—			—			(884		)	—
Asset impairment	55,306			—			—			(55,306		)	—
Other expense (income), net	(2,848		)	—			—			3,142		(c)	294
Total operating expenses, net	102,451			(3,852		)	(7,437		)	(53,048		)	38,114
Operating income (loss)	(64,577		)	4,509			12,612			53,048			5,592
Interest income, net	314			—			—			—			314
Income (loss) before income taxes	(64,263		)	4,509			12,612			53,048			5,906
Income tax provision (benefit)	(7,351		)	—			2,705		(d)	5,428		(e)	782
Net income (loss)	$	(56,912	)	$	4,509		$	9,907		$	47,620		$	5,124
Basic EPS	$	(1.44	)										$	0.13
Diluted EPS	$	(1.44	)										$	0.13
Basic shares	39,446												39,446
Diluted shares	39,446												40,072
Non-GAAP operating income													$	5,592
Depreciation													2,728
Adjusted EBITDA													$	8,320

Note: Amounts may not calculate precisely due to rounding.

(a) The inventory fair value step-up associated with the PSP acquisition’s purchase accounting.

(b) One-time PSP acquisition related transaction costs.

(c) One-time cumulative translation gain related to the liquidation of our Japanese subsidiary.

(d) Valuation allowance reversal associated with the recognition of deferred tax liabilities related to the PSP acquisition.

(e) $4.9 million tax liability reversal related to an incentive tax rate in a foreign subsidiary as well as utilization of the ‘with or without’ method.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures consider exclusion of: share-based compensation expense; one-time charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
For the three months ended December 31, 2013	GAAP			Share-based Compensation			Other			Non-GAAP
Net sales	$	73,209		$	—		$	—		$	73,209
Cost of sales	57,567			(462		)	—			57,105
Gross profit	15,642			462			—			16,104
Gross margin	21.4		%							22.0		%
Operating expenses, net:
Selling, general and administrative	26,409			(2,414		)	—			23,995
Research and development	20,824			(1,199		)	—			19,625
Amortization	2,961			—			(2,961		)	—
Restructuring	(286		)	—			286			—
Asset impairment	1,220			—			(1,220		)	—
Changes in contingent consideration	829			—			(829		)	—
Other income, net	(876		)	—			—			(876		)
Total operating expenses, net	51,081			(3,613		)	(4,724		)	42,744
Operating income (loss)	(35,439		)	4,075			4,724			(26,640		)
Interest expense, net	(18		)	—			—			(18		)
Income (loss) before income taxes	(35,457		)	4,075			4,724			(26,658		)
Income tax provision (benefit)	(13,372		)	1,419			1,645			(10,308		)***
Net income (loss)	$	(22,085	)	$	2,656		$	3,079		$	(16,350	)
Basic EPS	$	(0.57	)							$	(0.42	)
Diluted EPS	$	(0.57	)							$	(0.42	)
Basic shares	38,904									38,904
Diluted shares	38,904									38,904
Non-GAAP operating loss										$	(26,640	)
Depreciation										3,384
Adjusted EBITDA										$	(23,256	)

Note: Amounts may not calculate precisely due to rounding.

*** The ‘with or without method’ is utilized to determine the income tax effect of the non-GAAP adjustments.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures consider exclusion of: share-based compensation expense; one-time charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
For the twelve months ended December 31, 2014	GAAP			Share-based Compensation			Acquisition Related			Other			Non-GAAP
Net sales	$	392,873		$	—		$	—		$	—		$	392,873
Cost of sales	257,991			(2,456		)	(5,175		)(a)	—			250,360
Gross profit	134,882			2,456			5,175			—			142,513
Gross margin	34.3		%										36.3		%
Operating expenses, net:
Selling, general and administrative	89,760			(11,859		)	(3,242		)(b)	—			74,659
Research and development	81,171			(4,498		)	—			—			76,673
Amortization	13,146			—			(13,146		)	—			—
Restructuring	4,394			—			—			(4,394		)	—
Asset impairment	58,170			—			—			(58,170		)	—
Changes in contingent consideration	(29,368		)	—			—			29,368			—
Other expense (income), net	(3,182		)	—			—			3,142		(c)	(40		)
Total operating expenses, net	214,091			(16,357		)	(16,388		)	(30,054		)	151,292
Operating income (loss)	(79,209		)	18,813			21,563			30,054			(8,779		)
Interest income, net	855			—			—			—			855
Income (loss) before income taxes	(78,354		)	18,813			21,563			30,054			(7,924		)
Income tax provision (benefit)	(11,414		)	—			2,705		(d)	4,908		(e)	(3,801		)
Net income (loss)	$	(66,940	)	$	18,813		$	18,858		$	25,146		$	(4,123	)
Basic EPS	$	(1.70	)										$	(0.10	)
Diluted EPS	$	(1.70	)										$	(0.10	)
Basic shares	39,350												39,350
Diluted shares	39,350												39,350
Non-GAAP operating loss													$	(8,779	)
Depreciation													11,426
Adjusted EBITDA													$	2,647

Note: Amounts may not calculate precisely due to rounding.

(a) The inventory fair value step-up associated with the PSP acquisition’s purchase accounting.

(b) One-time PSP acquisition related transaction costs.

(c) One-time cumulative translation gain related to the liquidation of our Japanese subsidiary.

(d) Valuation allowance reversal associated with the recognition of deferred tax liabilities related to the PSP acquisition.

(e) $4.9 million tax liability reversal related to an incentive tax rate in a foreign subsidiary as well as utilization of the ‘with or without’ method.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures consider exclusion of: share-based compensation expense; one-time charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
For the twelve months ended December 31, 2013	GAAP			Share-based Compensation			Other			Non-GAAP
Net sales	$	331,749		$	—		$	—		$	331,749
Cost of sales	228,607			(1,446		)	—			227,162
Gross profit	103,142			1,446			—			104,588
Gross margin	31.1		%							31.5		%
Operating expenses, net:
Selling, general and administrative	85,486			(8,338		)	—			77,148
Research and development	81,424			(3,347		)	—			78,077
Amortization	5,527			—			(5,527		)	—
Restructuring	1,485			—			(1,485		)	—
Asset impairment	1,220			—			(1,220		)	—
Changes in contingent consideration	829			—			(829		)	—
Other income, net	(1,017		)	—			—			(1,017		)
Total operating expenses, net	174,954			(11,685		)	(9,061		)	154,208
Operating income (loss)	(71,812		)	13,130			9,061			(49,621		)
Interest income, net	602			—			—			602
Income (loss) before income taxes	(71,210		)	13,130			9,061			(49,019		)
Income tax provision (benefit)	(28,947		)	4,733			3,266			(20,948		)***
Net income (loss)	$	(42,263	)	$	8,398		$	5,795		$	(28,071	)
Basic EPS	$	(1.09	)							$	(0.72	)
Diluted EPS	$	(1.09	)							$	(0.72	)
Basic shares	38,807									38,807
Diluted shares	38,807									38,807
Non-GAAP operating income (loss)										$	(49,621	)
Depreciation										12,898
Adjusted EBITDA										$	(36,723	)

Note: Amounts may not calculate precisely due to rounding.

*** The ‘with or without method’ is utilized to determine the income tax effect of the non-GAAP adjustments.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures consider exclusion of: share-based compensation expense; one-time charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In millions, except per share data)

(Unaudited)

								Non-GAAP Adjustments
Guidance for the three months ended March 31, 2015	GAAP							Share-based Compensation			Acquisition Related			Other			Non-GAAP
Net sales	$	92		-	$	100		$	—		$	—		$	—		$	92		-	$	100
Gross profit	31.0			-	35.5			0.7			1.8		(a)	—			33.5			-	38.0
Gross margin	33		%	-	35		%										36		%	-	38		%
Operating expenses, net	52.4			-	54.4			(4.5		)	(8.4		)(b)	(3.0		)(c)	36.5			-	38.5
Operating income (loss)	(21.4		)	-	(18.9		)										(3.0		)	-	(0.5		)
Depreciation																	3.0				3.0
Adjusted EBITDA																	$	0.0		-	$	2.5
Net income (loss)	(23.6		)	-	(21.0		)	5.2			10.2			3.0			(5.2		)	-	(2.6		)
Income (loss) per diluted common share:	$	(0.59	)	-	$	(0.53	)										$	(0.13	)	-	$	(0.07	)
Weighted average number of diluted shares:	39.7																39.7

Note: Amounts may not calculate precisely due to rounding.

(a) The inventory fair value step-up associated with the PSP acquisition’s purchase accounting.

(b) Acquisition related amortization expense.

(c) Restructuring charges.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures consider exclusion of: share-based compensation expense; one-time charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

EX-99.2

Exhibit 99.2

Q4 2014 Conference Call February 17, 2015

Safe Harbor To the extent that this presentation discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These items include the risk factors discussed in the Business Description and Management's Discussion and Analysis sections of Veeco's Annual Report on Form 10-K for the year ended December 31, 2013 and subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

CEO Introduction John Peeler

2014: Solid Execution in a Transition Year Revenue up 18% Bookings up 54% Gross Margin up 3 percentage points Generated $42M in Cash from Operations Achieved EBITDA Profitability Successful Cost Reduction and Site Consolidation Activities Improved Financial Performance

2014: Solid Execution in a Transition Year EPIK700™ MOCVD Gained Traction in Multiple Regions Propel™ Launched for new opportunity in GaN Power GENxplor® MBE Captures Research Market Share Secured Sizeable Q4 Orders in Data Storage New Product Wins Acquired PSPNew Trajectory for Revenue & Profit Growth

Resetting Business Strategy for ALD Technology Situation: FAST-ALD™ technology for flexible OLED demonstrated Veeco not selected for near-term device requirements Action: Q4 2014 impairment charge Cost reduction planned Next Steps: Continuing to assess flexible OLED market Focusing efforts on semiconductor and other applications

Best Veeco Order Rate since 2011 Increase in MOCVD and Data Storage Fourth Quarter 2014 Highlights Orders up >80% sequentially to $196M Cash and Short Term Investments $392M Revenue grows 22% sequentially to $114M Generated ~$50M Cash from Operations

CFO Financial Review Sam Maheshwari

Q4 2014 GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-based Compensation Acquisition Related Other Non-GAAP Net sales $113.6 $ - $ - $ - $113.6 Gross profit 37.9 0.7 5.2 (a) - 43.7 Gross margin 33.3% 38.5% SG&A 24.5 (2.7) (3.2) (b) - 18.6 R&D 20.4 (1.2) - - 19.2 Amortization 4.2 - (4.2) - - Asset impairment 55.3 - - (55.3) - Other items (2.0) - - 2.3 (c) 0.3 Operating income (loss) (64.6) 4.5 12.6 53.0 5.6 Interest income 0.3 - - - 0.3 Taxes 7.4 - (2.7) (d) (5.4) (e) (0.8) Net income (loss) (56.9) 4.5 9.9 47.6 5.1 Basic EPS ($1.44) $0.13 Diluted EPS ($1.44) $0.13 Basic shares 39.4 39.4 Diluted shares 39.4 40.1 Non-GAAP operating income $5.6 Depreciation 2.7 Adjusted EBITDA $8.3 Non-GAAP Adjustments include: (a) The inventory fair value step-up associated with the PSP acquisition's purchase accounting is removed from cost of sales, (b) One-time PSP acquisition related transaction costs, (c) One-time $3.1M cumulative translation gain related to the liquidation of our Japanese subsidiary offset by $0.9M restructuring expense, (d) tax valuation allowance reversal associated with the PSP acquisition, and (e) $4.9M tax liability reversal related to an incentive tax rate in a foreign subsidiary as well as utilization of the 'with or without' method. Note: Amounts may not calculate precisely due to rounding.

P&L Highlights (Non-GAAP) ($M)* Q1 14 Q2 14 Q3 14 Q4 14 Revenue 90.8 95.1 93.3 113.6 Gross Profit 34.3 31.3 33.2 43.7 % 37.8% 32.9% 35.5% 38.5% SG&A 18.6 18.6 18.9 18.6 R&D 18.7 19.9 18.9 19.2 OPEX 37.1 38.3 37.8 38.1 % 40.8% 40.2% 40.5% 33.6% Adjusted EBITDA 0.1 (4.1) (1.8) 8.3 % 0.2% -4.3% -1.9% 7.3% Non-GAAP EPS ($0.06) ($0.16) ($0.02) $0.13 * See financial tables for further details on the Non-GAAP Reconciliation Slides Note: Amounts may not calculate precisely due to rounding Q4 14 Includes PSP Impact

Q4 2014 Bookings and Revenue Highlights $M Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 MOCVD 52 83 75 81 142 MBE 11 4 6 9 5 PSP NA NA NA NA 3 ALD 0 0 0 3 0 Data Storage 22 15 23 14 45 Total 85 103 104 107 196 $M Q4 13 Q1 14 Q2 14 Q3 14 Q41 4 MOCVD 50 64 67 71 78 MBE 6 7 10 6 5 PSP NA NA NA NA 8 ALD 0 0 0 0 0 Data Storage 16 20 18 16 23 Total 73 91 95 93 114 Bookings Revenue Note: Amounts may not calculate precisely due to rounding

Balance Sheet Highlights ($M) Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Cash & Short-term Investments 495 483 485 487 392 Accounts Receivable 24 51 58 62 60 Inventory 60 52 48 47 61 Accounts Payable 36 28 28 26 18 $145M in cash used for the SSEC (PSP) acquisition PSP Purchase ($M) Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 DSO 29 50 55 59 48 DOI 92 93 70 77 68 DPO 57 45 39 39 22

Q1 2015 Guidance Q1 2015 Deferred Revenue >$25M (new EPIK700 Systems) GAAP Non-GAAP Revenue $92M - $100M $92M - $100M Gross Margins 33% - 35% 36% - 38% OPEX $52M - $54M $37M - $39M Adjusted EBITDA N/A $0M - $2M EPS ($0.59) - ($0.53) ($0.13) – ($0.07)

Business Update & Outlook

Backlighting trends remain positive; utilization rates recover after seasonal downtick LED Lighting (unit) Penetration 5% in 2014 Forecasted to be >25% by 2020 >100B LED Chips (units) Shipped in 2014 Forecasted to grow >20% CAGR to nearly 300B by 2019 Overall Market Trends Positive for Multi-Year MOCVD Growth Source: LED Inside

EPIK700 MOCVD: Pulling Ahead of the Competition Highest productivity platform with up to 20% improved CoO compared to previous generations Designed for best-in-class uniformity which provides greater wafer yield Fastest to production with easy process transfer Most efficient capital investment for maximum profitability All betas accepted; quick process transfer of recipes – in discussions for multi-unit orders with multiple customers Strategic Wins in 4 Key Geographic Regions

GaN Power Represents New MOCVD Growth Vector More than 30 Industry Leaders Investing in GaN Power R&D GaN Power Electronics Potential Customer Landscape

Outstanding film uniformity, yield and device performance Long campaign runs for process development flexibility and best-in-class low particle defects Modular design for ease of configuration, operation and maintenanceand best cost of ownership Fast cycles of learning Single Wafer 200MM System to Accelerate Industry Transition from R&D to High Volume Manufacturing Propel Enables Cost Effective, High Yield GaN Power Devices

“Soak and Spray” Technology enables Single Wafer Control with Low Cost of Batch Processing Highly Configurable Platform Serves Multiple Applications and Wafer Sizes Extends Compound Semi and MEMS Footprint Stepping Stone to Advanced Packaging Market Significant Overlap in Business Opportunities Working to Accelerate Growth for a Robust, Highly Profitable Business Increased Access to High Growth Markets Complimentary Differentiated Technology Synergistic Combination to Drive Growth & Profitability 1 3 PSP: Great Fit to Support our Growth in 2015, Beyond 2

Cleaning Tool Plasma Etch Equipment Silicon Thickness Measurement Award received by 3DIncites as best 2.5D/3D manufacturing equipment 2014 Highest uniformity and fast etch rates CMP 4 in 1 System Value Proposition – TSV Reveal Veeco’s Position for Advanced Packaging Growth Opportunity Lowest Cost of Ownership for Single Wafer Wet Processing

Veeco’s Outlook: A Better 2015 Existing and New Market Opportunities Drive Revenue Growth Continued Bottom Line Improvement Focus on Differentiated Products & Lower Manufacturing Costs LED, Power Electronics & Mobility Targeting Gross Margins >40% Expect EBITDA Profitability Every Quarter of 2015

Q&A

Reconciliation Tables

Note On Reconciliation Tables These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures consider exclusion of: share-based compensation expense; one-time charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors' operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in the Company’s news release to their most directly comparable GAAP financial measures.

Q4 2014 Non-GAAP Reconciliation Non-GAAP Adjustments In thousands, except per share data GAAP Share-based Compensation Acquisition Related Other Non-GAAP Net sales $ 113,569 $ - $ - $ - $ 113,569 Cost of sales 75,695 (657) (5,175) (a) - 69,863 Gross profit 37,874 657 5,175 - 43,706 Gross margin 33.3% 38.5% Operating expenses, net: Selling, general and administrative 24,490 (2,667) (3,242) (b) - 18,581 Research and development 20,424 (1,185) - - 19,239 Amortization 4,195 - (4,195) - - Restructuring 884 - - (884) - Asset impairment 55,306 - - (55,306) - Other expense (income), net (2,848) - - 3,142 (c) 294 Total operating expenses, net 102,451 (3,852) (7,437) (53,048) 38,114 Operating income (loss) (64,577) 4,509 12,612 53,048 5,592 Interest income, net 314 - - - 314 Income (loss) before income taxes (64,263) 4,509 12,612 53,048 5,906 Income tax provision (benefit) (7,351) - 2,705 (d) 5,428 (e) 782 Net income (loss) $ (56,912) $ 4,509 $ 9,907 $ 47,620 $ 5,124 Basic EPS $ (1.44) $ 0.13 Diluted EPS $ (1.44) $ 0.13 Basic shares 39,446 39,446 Diluted shares 39,446 40,072 Non-GAAP operating income $ 5,592 Depreciation 2,728 Adjusted EBITDA $ 8,320 (a) The inventory fair value step-up associated with the PSP acquisition's purchase accounting. (b) One-time PSP acquisition related transaction costs. (c) One-time cumulative translation gain related to the liquidation of our Japanese subsidiary. (d) Valuation allowance reversal associated with the recognition of deferred tax liabilities related to the PSP acquisition. (e) $4.9 million tax liability reversal related to an incentive tax rate in a foreign subsidiary as well as utilization of the 'with or without' method.

Q3 2014 Non-GAAP Reconciliation Non-GAAP Adjustments In thousands, except per share data GAAP Equity-based Compensation Other Non-GAAP Net sales $ 93,341 $ - $ - $ 93,341 Cost of sales 60,783 (619) - 60,164 Gross profit 32,558 619 - 33,177 Gross margin 34.9% 35.5% Operating expenses: Selling, general and administrative 21,712 (2,766) - 18,946 Research and development 19,968 (1,105) - 18,863 Amortization 3,149 - (3,149) - Restructuring 2,317 - (2,317) - Asset impairment 2,864 - (2,864) - Other expense (income), net 36 - - 36 Total operating expenses, net 50,046 (3,871) (8,330) 37,845 Operating income (loss) (17,488) 4,490 8,330 (4,668) Interest income (expense), net 305 - - 305 Income (loss) before income taxes (17,183) 4,490 8,330 (4,363) Income tax provision (benefit) (3,206) (140) (261) (3,607)* Net income (loss) $ (13,977) $ 4,630 $ 8,591 $ (756) Basic EPS $ (0.35) $ (0.02) Diluted EPS $ (0.35) $ (0.02) Basic shares 39,401 39,401 Diluted shares 39,401 39,401 Adjusted operating income $ (4,668) Depreciation 2,900 Adjusted EBITDA $ (1,768) *The 'with or without method' is utilized to determine the income tax effect of the non-GAAP adjustments.

Q2 2014 Non-GAAP Reconciliation Non-GAAP Adjustments In thousands, except per share data GAAP Equity-based Compensation Other Non-GAAP Net sales $ 95,122 $ - $ - $ 95,122 Cost of sales 64,449 (620) - 63,829 Gross profit 30,673 620 - 31,293 Gross margin 32.2% 32.9% Operating expenses: Selling, general and administrative 21,891 (3,325) - 18,566 Research and development 21,011 (1,147) - 19,864 Amortization 2,899 - (2,899) - Restructuring 801 - (801) - Other expense (income), net (158) - - (158) Total operating expenses, net 46,444 (4,471) (3,700) 38,273 Operating income (loss) (15,771) 5,091 3,700 (6,980) Interest income (expense), net 72 - - 72 Income (loss) before income taxes (15,699) 5,091 3,700 (6,908) Income tax provision (benefit) (488) - (312) (800)* Net income (loss) $ (15,211) $ 5,091 $ 4,012 $ (6,108) Basic EPS $ (0.39) $ (0.16) Diluted EPS $ (0.39) $ (0.16) Basic shares 39,379 39,379 Diluted shares 39,379 39,379 Adjusted operating income $ (6,980) Depreciation 2,930 Adjusted EBITDA $ (4,050) *The 'with or without method' is utilized to determine the income tax effect of the non-GAAP adjustments.

*The 'with or without method' is utilized to determine the income tax effect of the non-GAAP adjustments. Q1 2014 Non-GAAP Reconciliation Non-GAAP Adjustments In thousands, except per share data GAAP Equity-based Compensation Other Non-GAAP Net sales $ 90,841 $ - $ - $ 90,841 Cost of sales 57,064 (560) - 56,504 Gross profit 33,777 560 - 34,337 Gross margin 37.2% 37.8% Operating expenses: Selling, general and administrative 21,667 (3,101) - 18,566 Research and development 19,768 (1,062) - 18,707 Amortization 2,903 - (2,903) - Restructuring 392 - (392) - Changes in contingent consideration (29,368) - 29,368 - Other expense (income), net (212) - - (212) Total operating expenses, net 15,150 (4,162) 26,073 37,061 Operating income (loss) 18,627 4,722 (26,073) (2,724) Interest income (expense), net 164 - - 164 Income (loss) before income taxes 18,791 4,722 (26,073) (2,560) Income tax provision (benefit) (369) - 192 (177)* Net income (loss) $ 19,160 $ 4,722 $ (26,265) $ (2,383) Basic EPS $ 0.49 $ (0.06) Diluted EPS $ 0.48 $ (0.06) Basic shares 39,177 39,177 Diluted shares 39,937 39,177 Adjusted operating income $ (2,724) Depreciation 2,868 Adjusted EBITDA $ 144

Q1 2015 Guidance Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-based Compensation Acquisition Related Other Non-GAAP Net Sales $ 92 - 100 $ - $ - $ - $ 92 - 100 Gross profit 31.0 - 35.5 0.7 1.8 (a) - 33.5 - 38.0 Gross margin 33% - 35% 36% - 38% Operating expenses, net 52.4 - 54.4 (4.5) (8.4) (b) (3.0) (c) 36.5 - 38.5 Operating income (loss) (21.4) - (18.9) (3.0) - (0.5) Depreciation 3.0 - 3.0 Adjusted EBITDA $ 0.0 - $2.5 Net income (loss) (23.6 ) - (21.0) 5.2 10.2 3.0 (5.2) - (2.6) Income (loss) per diluted common share: $(0.59) - $(0.53) $ (0.13) - (0.07) Weighted average number of diluted shares: 39.7 39.7 Note: Amounts may not calculate precisely due to rounding. (a) The inventory fair value step-up associated with the PSP acquisition's purchase accounting. (b) Acquisition related amortization expense. (c) Restructuring charges.