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 22, 2016

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 22, 2016, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended December 31, 2015.  In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter 2015 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 22, 2016
99.2	Veeco Q4 2015 Conference Call, February 22, 2016

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 22, 2016	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 22, 2016
99.2	Veeco Q4 2015 Conference Call, February 22, 2016

2

EX-99.1

EXHIBIT 99.1

NEWS

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2015 FINANCIAL RESULTS

Fourth Quarter 2015 Highlights

·Revenues of $106.5 million, down 6% compared with the same period last year

·GAAP net loss per share of $0.25 and Non-GAAP earnings per share of $0.01

·Non-GAAP adjusted EBITDA of $4.4 million

Full Year 2015 Highlights

·Revenues of $477.0 million, an increase of 21% compared to 2014

·GAAP net loss per share of $0.80 and Non-GAAP earnings per share of $0.54

·Non-GAAP adjusted EBITDA of $41.7 million

Plainview, N.Y., February 22, 2016 — Veeco Instruments Inc. (Nasdaq: VECO) announced financial results for its fourth quarter and fiscal year ended December 31, 2015. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”).

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 ‘15			Q4 ‘14			2015			2014
Revenue	$	106.5		$	113.6		$	477.0		$	392.9
Net income (loss)	$	(9.8	)	$	(56.9	)	$	(32.0	)	$	(66.9	)
Diluted earnings (loss) per share	$	(0.25	)	$	(1.44	)	$	(0.80	)	$	(1.70	)

	4th Quarter				Full Year
Non-GAAP Results	Q4 ‘15		Q4 ‘14		2015		2014
Adjusted EBITDA	$	4.4	$	8.3	$	41.7	$	2.6
Net income (loss)	$	0.6	$	5.1	$	22.1	$	(4.1	)
Diluted earnings (loss) per share	$	0.01	$	0.13	$	0.54	$	(0.10	)

“We ended 2015 on a positive note, delivering solid Q4 revenue and adjusted EBITDA and exceeding the high end of our guidance range for gross margin. Q4 bookings doubled sequentially to $107 million, bolstered by record-level orders for our Precision Surface Processing (“PSP”) products. PSP has enabled us to significantly expand our footprint in the RF and MEMS markets and also gain entry into the high growth Advanced Packaging space.  With focus and execution, we exceeded our 2015 revenue plans for PSP which contributed to annual revenue growth of 21 percent for the company,” commented John R. Peeler, Chairman and Chief Executive Officer.

“Entering 2016, we continue to face a weak macro-economic environment and challenging LED industry conditions.  As a result, we expect investments for Metal Organic Chemical Vapor Deposition (“MOCVD”) equipment will remain soft through the first half of this year.  During this time, we continue to strengthen our product portfolio and recently introduced the TurboDisc® K475iTM MOCVD reactor to complement our industry leading EPIKTM 700 MOCVD product. We remain focused on positioning the Company for long term growth and are encouraged by our prospects,” Mr. Peeler concluded.

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2016:

·Revenue is expected to be in the range of $70 million to $80 million

·Adjusted EBITDA (loss) is expected to be in the range of ($9) million to ($5) million

·GAAP earnings (loss) per share are expected to be in the range of ($0.62) to ($0.52)

·Non-GAAP earnings (loss) per share are expected to be in the range of ($0.35) to ($0.25)

Please refer to the tables at the end of this press release for further details.

Conference Call Information

A conference call reviewing these results has been scheduled for today, February 22, 2016 starting at 5:00pm ET. To join the call, dial 1-888-438-5491 (toll free) or 1-719-785-1765 and use passcode 4400150. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website beginning at 8:00pm ET this evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Veeco’s process equipment solutions enable the manufacture of LEDs, displays, power electronics, compound semiconductors, hard disk drives, semiconductors, MEMS and wireless chips. We are the leader in MOCVD, MBE, Ion Beam, Wet Etch single wafer processing and other advanced thin film process technologies. Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage and allow our customers to maximize productivity and achieve lower cost of ownership. For information on our company, products and 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, 2014 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:
Shanye Hudson 516-677-0200 x1272	Jeffrey Pina 516-677-0200 x1222
shudson@veeco.com	jpina@veeco.com

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

	Three months ended December 31,						For the year ended December 31,
	2015			2014			2015			2014
Net sales	$	106,543		$	113,569		$	477,038		$	392,873
Cost of sales	67,757			75,695			299,797			257,991
Gross profit	38,786			37,874			177,241			134,882
Operating expenses, net:
Selling, general, and administrative	21,036			24,490			90,188			89,760
Research and development	20,639			20,424			78,543			81,171
Amortization	5,802			4,195			27,634			13,146
Restructuring	1,170			884			4,679			4,394
Asset impairment	—			55,306			126			58,170
Changes in contingent consideration	—			—			—			(29,368		)
Other, net	98			(2,848		)	(697		)	(3,182		)
Total operating expenses, net	48,745			102,451			200,473			214,091
Operating income (loss)	(9,959		)	(64,577		)	(23,232		)	(79,209		)
Interest income, net	145			314			586			855
Income (loss) before income taxes	(9,814		)	(64,263		)	(22,646		)	(78,354		)
Income tax expense (benefit)	(26		)	(7,351		)	9,332			(11,414		)
Net income (loss)	$	(9,788	)	$	(56,912	)	$	(31,978	)	$	(66,940	)
Income (loss) per common share:
Basic	$	(0.25	)	$	(1.44	)	$	(0.80	)	$	(1.70	)
Diluted	$	(0.25	)	$	(1.44	)	$	(0.80	)	$	(1.70	)
Weighted average number of shares:
Basic	39,794			39,446			39,742			39,350
Diluted	39,794			39,446			39,742			39,350

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	December 31, 2015		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	269,232	$	270,811
Short-term investments	116,050		120,572
Restricted cash	—		539
Accounts receivable, net	49,524		60,085
Inventories	77,469		61,471
Deferred cost of sales	2,100		5,076
Prepaid expenses and other current assets	22,760		23,132
Assets held for sale	5,000		6,000
Deferred income taxes	—		7,976
Total current assets	542,135		555,662
Property, plant and equipment, net	79,590		78,752
Intangible assets, net	131,674		159,308
Goodwill	114,908		114,959
Deferred income taxes	1,384		1,180
Other assets	21,098		19,594
Total assets	$	890,789	$	929,455
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	30,074	$	18,111
Accrued expenses and other current liabilities	49,393		48,418
Customer deposits and deferred revenue	76,216		96,004
Income taxes payable	6,208		5,441
Deferred income taxes	—		120
Current portion of long-term debt	340		314
Total current liabilities	162,231		168,408
Deferred income taxes	11,211		16,397
Long-term debt	1,193		1,533
Other liabilities	1,539		4,185
Total liabilities	176,174		190,523
Total stockholders’ equity	714,615		738,932
Total liabilities and stockholders’ equity	$	890,789	$	929,455

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
Three months ended December 31, 2015	GAAP			Share-based Compensation			Acquisition Related			Other			Non-GAAP
Net sales	$	106,543		$	—		$	—		$	—		$	106,543
Cost of sales	67,757			(393		)	—			—			67,364
Gross profit	38,786			393			—			—			39,179
Gross margin	36.4		%										36.8		%
Operating expenses, net:
Selling, general, and administrative	21,036			(2,277		)	(188		)	—			18,571
Research and development	20,639			(1,292		)	—			—			19,347
Amortization	5,802			—			(5,802		)	—			—
Restructuring	1,170			—			—			(1,170		)	—
Other, net	98			—			—			—			98
Total operating expenses, net	48,745			(3,569		)	(5,990		)	(1,170		)	38,016
Operating income (loss)	(9,959		)	3,962			5,990			1,170			1,163
Interest income, net	145			—			—			—			145
Income (loss) before income taxes	(9,814		)	3,962			5,990			1,170			1,308
Income tax expense (benefit)	(26		)	—			—			760		(a)	734
Net income (loss)	$	(9,788	)	$	3,962		$	5,990		$	410		$	574
Income (loss) per common share:
Basic earnings per share	$	(0.25	)										$	0.01
Diluted earnings per share	$	(0.25	)										$	0.01
Weighted average number of shares:
Basic shares	39,794												40,644
Diluted shares	39,794												40,731
Non-GAAP operating income													$	1,163
Depreciation													3,282
Adjusted EBITDA													$	4,445

Note:  Amounts may not calculate precisely due to rounding.

(a) Primarily due to a change in deferred tax liabilities related to the PSP acquisition.

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 exclude items such as: share-based compensation expense; nonrecurring 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, incremental nonrecurring compensation, 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 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 of GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
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:
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, 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 expense (benefit)	(7,351		)	—			2,705		(d)	5,428		(e)	782
Net income (loss)	$	(56,912	)	$	4,509		$	9,907		$	47,620		$	5,124
Income (loss) per common share:
Basic earnings per share	$	(1.44	)										$	0.13
Diluted earnings per share	$	(1.44	)										$	0.13
Weighted average number of shares:
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 exclude items such as: share-based compensation expense; nonrecurring 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, incremental nonrecurring compensation, 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 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 of GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
For the year ended December 31, 2015	GAAP			Share-based Compensation			Acquisition Related			Other			Non-GAAP
Net sales	$	477,038		$	—		$	—		$	—		$	477,038
Cost of sales	299,797			(2,495		)	(1,311		)(a)	—			295,991
Gross profit	177,241			2,495			1,311			—			181,047
Gross margin	37.2		%										38.0		%
Operating expenses, net:
Selling, general, and administrative	90,188			(11,474		)	(563		)	—			78,151
Research and development	78,543			(4,031		)	—			—			74,512
Amortization	27,634			—			(27,634		)	—			—
Restructuring	4,679			—			—			(4,679		)	—
Asset impairment	126			—			—			(126		)	—
Other, net	(697		)	—			—			(395		)(b)	(1,092		)
Total operating expenses, net	200,473			(15,505		)	(28,197		)	(5,200		)	151,571
Operating income (loss)	(23,232		)	18,000			29,508			5,200			29,476
Interest income, net	586			—			—			—			586
Income (loss) before income taxes	(22,646		)	18,000			29,508			5,200			30,062
Income tax expense (benefit)	9,332			—			—			(1,334		)(c)	7,998
Net income (loss)	$	(31,978	)	$	18,000		$	29,508		$	6,534		$	22,064
Income (loss) per common share:
Basic earnings per share	$	(0.80	)										$	0.54
Diluted earnings per share	$	(0.80	)										$	0.54
Weighted average number of shares:
Basic shares	39,742												40,759
Diluted shares	39,742												40,905
Non-GAAP operating income													$	29,476
Depreciation													12,216
Adjusted EBITDA													$	41,692

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) The non-GAAP adjustment relates to a one-time legal settlement.

(c) Primarily due to a change in deferred tax liabilities related to the PSP acquisition.

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 exclude items such as: share-based compensation expense; nonrecurring 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, incremental nonrecurring compensation, 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 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 of GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
For the year 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, 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 expense (benefit)	(11,414		)	—			2,705		(d)	4,908		(e)	(3,801		)
Net income (loss)	$	(66,940	)	$	18,813		$	18,858		$	25,146		$	(4,123	)
Income (loss) per common share:
Basic earnings per share	$	(1.70	)										$	(0.10	)
Diluted earnings per share	$	(1.70	)										$	(0.10	)
Weighted average number of shares:
Basic shares	39,350												39,350
Diluted shares	39,350												39,350
Non-GAAP operating income													$	(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 exclude items such as: share-based compensation expense; nonrecurring 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, incremental nonrecurring compensation, 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 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 of GAAP to Non-GAAP Financial Data

(In millions, except per share data)

(Unaudited)

								Non-GAAP Adjustments
Guidance for the three months ended March 31, 2016	GAAP							Share-based Compensation		Acquisition Related		Non-GAAP
Net sales	$	70		-	$	80		$	––	$	––	$	70		-	$	80
Gross profit	25			-	30			1		––		26			-	31
Gross margin	36		%	-	38		%					37		%	-	39		%
Operating income	(23		)	-	(19		)	5		5		(13		)	-	(9		)
Depreciation												4				4
Adjusted EBITDA												$	(9	)	-	$	(5	)
Net income (loss)	(24		)	-	(20		)	5		5		(14		)	-	(10		)
Income (loss) per diluted common share	$	(0.62	)	-	$	(0.52	)					$	(0.35	)	-	$	(0.25	)
Weighted average number of shares	39				39							39				39

Note:  Amounts may not calculate precisely due to rounding.

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 exclude items such as: share-based compensation expense; nonrecurring 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, incremental nonrecurring compensation, 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 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 2015 Conference Call Veeco Instruments Inc. February 22, 2016

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, 2014 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

Concluded 2015 Delivering Solid Q4 Results *A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables **Utilized $9M to repurchase ~469K shares of common stock in Q4 2015 +21% Y/Y +$0.64 Y/Y Revenue ($M) EBITDA ($M) Non-GAAP EPS ($) +1,500% Y/Y Bookings $107M Revenue $107M Non-GAAP gross margin* 37% Adjusted EBITDA* $4.4M Non-GAAP EPS* $0.01 Cash & short term investments $385M** Q4 2015 Year over Year Comparison

CFO Financial Review Sam Maheshwari

P&L Highlights (Non-GAAP) ($M) Q4 14* Q1 15 Q2 15 Q3 15 Q4 15 FY 2015 Revenue $113.6 $98.3 $131.4 $140.7 $106.5 $477.0 Gross Profit 43.7 37.0 49.8 55.0 39.2 181.0 % 38.5% 37.7% 37.9% 39.1% 36.8% 38.0% SG&A** 18.9 19.1 21.0 18.2 18.7 77.1 R&D 19.2 18.0 19.0 18.2 19.3 74.5 OPEX 38.1 37.1 40.0 36.4 38.0 151.6 % 33.6% 37.7% 30.5% 25.9% 35.7% 31.8% Adjusted EBITDA 8.3 2.7 12.8 21.8 4.4 41.7 % 7.3% 2.7% 9.7% 15.5% 4.2% 8.7% Non-GAAP EPS $0.13 ($0.01) $0.20 $0.33 $0.01 $0.54 * Financial performance of PSP has been included from the acquisition date, December 4, 2014 ** This line item also includes “other items” Note: Amounts may not calculate precisely due to rounding

Bookings Breakdown by Market and Geography Advanced Packaging, MEMS & RF Data Storage Scientific & Industrial 17% 37% 16% 30% Q4 2015 Bookings by End Market Note: Amounts may not calculate precisely due to rounding Q4 2015 Highlights: Record bookings in Advanced Packaging, MEMS & RF Sequential improvement in LED, Lighting & Display Advanced Packaging, MEMS & RF Data Storage Scientific & Industrial 27% 20% 30% 23% Lighting, Display & Power Electronics Q3 2015 Bookings by End Market $107M 20% 29% 22% United States Rest of the World China 29% EMEA Q4 2015 Bookings by Geography Lighting, Display & Power Electronics $52M

Revenue Breakdown by Market and Geography Note: Amounts may not calculate precisely due to rounding Advanced Packaging, MEMS & RF Data Storage Scientific & Industrial 10% 10% 13% 67% Lighting, Display & Power Electronics Q3 2015 Revenue by End Market Advanced Packaging, MEMS & RF Data Storage Scientific & Industrial 17% 20% 16% 47% Lighting, Display & Power Electronics Q4 2015 Revenue by End Market $107M 48% 18% 22% United States Rest of the World China 12% EMEA Q4 2015 Revenue by Geography Q4 2015 Highlights: Highest ever sales in Advanced Packaging Highest MBE sales in over 3 years $141M

($M) Q4 14* Q1 15 Q2 15 Q3 15 Q4 15 Cash & Short-term Investments 392 393 396 403 385 Accounts Receivable 60 64 83 47 50 Inventories 61 57 64 70 77 Accounts Payable 18 41 46 25 30 Cash Flow from Operations 49 4 8 10 (6) Financial Highlights Q4 14* Q1 15 Q2 15 Q3 15 Q4 15 DSO 48 59 57 30 42 DOI 68 89 72 73 101 DPO 22 59 51 26 41 *Reflects Precision Surface Processing (“PSP”) acquisition as of December 4, 2014 Note: Amounts may not calculate precisely due to rounding Repurchased ~469K shares of common stock in Q4 2015, returning $9.2M to shareholders Generated positive cash flow from operations for 12th consecutive year in 2015

Q1 2016 Guidance GAAP Non-GAAP Net Sales $70M - $80M $70M - $80M Gross Margins 36% - 38% 37% - 39% Adjusted EBITDA N/A ($9M) – ($5M) Net income (loss) ($24M) – ($20M) ($14M) – ($10M) EPS ($0.62) – ($0.52) ($0.35) – ($0.25)

Business Update & Outlook

2015 Achievements LED Lighting & Display Continued our track record of successful new product introductions with EPIKTM 700 MOCVD Strengthened our core MEMS & RF Broadened exposure to growing mobility markets with PSP products Scientific & Industrial Extended our lead in MBE* as a supplier of choice for advanced research *MBE – Molecular Beam Epitaxy Impact: Impact: Impact: MEMS & RF Revenue Veeco EPIK vs. Competitor Cumulative Reactor Shipments Veeco Competitor Source: IHS, Veeco Veeco MBE vs. Competitor Relative Sales Performance 2014 2015 +370% Q1 2015 Q2 2015 Q3 2015 Q4 2015 2013 2014 2015 Veeco Competitor

2015 Achievements GaN Power Electronics Expanded our R&D engagements on PropelTM Power GaN MOCVD Fortified our foundation for organic growth Advanced Packaging Gained momentum in Advanced Packaging with PSP Front-End Semi Demonstrated differentiated process capabilities on FASTTM-ALD  FO WLP* - Multiple production orders  TSV* - Multiple customer engagements 150C 250C 400C Veeco FAST-ALD Others >500C Higher Film Quality Lower Temperature *FO WLP – Fan Out Wafer Level Packaging *TSV – Through Silicon Via Sweet Spot Impact: Impact: Impact: “Imec has already demonstrated significant gains in GaN layer uniformity and run to run repeatability with Veeco’s Propel system”

Market Environment CHALLENGING LED Lighting & Display While LED lighting is growing, TV backlighting demand remains weak and LED oversupply persists MOCVD investments will likely remain soft through 1H 2016 EXPANDING MEMS & RF Increased RF and MEMS sensor content in mobile devices and automobiles is driving incremental investments Translates into incremental opportunities for PSP and IBE products ADOPTING Advanced Packaging Mobile device growth has spurred the adoption of Advanced Packaging and investments in FO WLP Focused on capturing additional PSP single wafer wet etch and clean applications

Advanced Packaging Adoption Fan Out Wafer Level Packaging (FO WLP) Through Silicon Via (TSV) 60% CAGR 60% CAGR FO WLP FORECAST TSV FORECAST Size matters Source: TechSearch Speed matters Innovative technology enables smaller form factors and thinner package profiles, ideally suited for smartphones Vertically stacking chips enables higher density, faster performance and lower power consumption ideally suited for memory - 2,000 4,000 6,000 8,000 2016 2020 300mm Wafer Equivalent (k) - 2,000 4,000 6,000 8,000 2016 2020 300mm Wafer Equivalent (k)

PSP Addressing Advanced Packaging Evolving Needs Application FO WLP TSV Flux Clean UBM* Dry film resist strip RDL** Photo resist strip Application FO WLP TSV UBM* Seed layer etch RDL** Seed layer etch Wafer thinning TSV Reveal WaferStorm Unique Soak & Spray technology Thick resist removal in dense arrays Precision clean for the tightest spaces PSP addresses breadth of advanced packaging roadmap WaferEtch Onboard Endpoint detection Tighter etch process control Flexible design High etch rate with good selectivity *UBM – Under Bump Metal *RDL – Redistribution Layer

Introducing the next generation As/P MOCVD system: K475i Launched K475i to Strengthen our MOCVD Portfolio Unrivaled Availability TurboDisc® technology ~100 runs between cleans Industry leading Cost of Ownership FlowFlange® technology Production proven Best-in-Class Uniformity & Repeatability

As/P MOCVD High performance tool for ROY* LEDs, solar cells and laser diodes MOCVD: Increasing Our Competitive Edge GaN MOCVD The production solution for Blue/Green LED production Single wafer design for higher process stability and superior device yields The most competitive portfolio of MOCVD products K475i EPIK 700 Propel Power GaN PV Inverter Electric vehicles Power supply Uninterruptible power supply (UPS) Signage Automotive CPV** Solar cells Laser diodes Solid state lighting LED Display Automotive *ROY – Red / Orange / Yellow **CPV – Concentrator Photovoltaic

2016 Focus Strengthen our core Pipeline of new products and applications Invest for growth Organic M&A Expand via partnerships Future revenue opportunities in front-end semi Maintain operational focus Improving gross margin Balancing expenses with future growth needs

Q&A

Back Up & 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 exclude items such as: share-based compensation expense; non-recurring 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, incremental non-recurring compensation, 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 Veeco’s news release to their most directly comparable GAAP financial measures.

Supplemental Information – GAAP to Non-GAAP Reconciliation Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Net Sales $113.6 $98.3 $131.4 $140.7 $106.5 GAAP Gross Profit 37.9 35.1 49.1 54.3 38.8 GAAP Gross Margin 33.3% 35.7% 37.3% 38.5% 36.4% Add: Equity Comp 0.6 0.6 0.7 0.8 0.4 Add: Acquisition Related 5.2 1.3 - - - Non-GAAP Gross Profit $43.7 $37.0 $49.8 $55.0 $39.2 Non-GAAP Gross Margin 38.5% 37.7% 37.9% 39.1% 36.8% Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 GAAP Operating Income (loss) ($64.6) ($15.9) ($4.0) $6.5 ($10.0) Add: Equity Comp 4.5 4.0 4.9 5.1 4.0 Add: Acquisition Related 8.4 1.3 0.2 0.2 0.2 Add: Restructuring 0.9 2.4 0.7 0.5 1.2 Add: Amortization 4.2 8.0 8.0 5.9 5.8 Add: Asset Impairment 55.3 0.1 - - - Add: Other, Net - - - 0.4 - Less: non-recurring CTA Gain (3.1) - - - - Non-GAAP Operating Income 5.6 (0.1) 9.8 18.6 1.2 Add: Depreciation 2.7 2.8 3.0 3.2 3.2 Adjusted EBITDA $8.3 $2.7 $12.8 $21.8 $4.4 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 GAAP Net Income (loss) ($56.9) ($19.1) ($8.4) $5.3 ($9.8) Add: Equity Comp 4.5 4.0 4.9 5.1 4.0 Add: Acquisition Related 8.4 1.3 0.2 0.2 0.2 Add: Restructuring 0.9 2.4 0.7 0.5 1.2 Add: Amortization 4.2 8.0 8.0 5.9 5.8 Add: Asset Impairment 55.3 0.1 - - - Add: Other, Net - - - 0.4 - Less: non-recurring CTA Gain (3.1) - - - - Add: Taxes (8.2) 2.8 3.0 (3.7) (0.8) Non-GAAP Net Income (loss) $5.1 ($0.5) $8.4 $13.6 $0.6 Non-GAAP Basic EPS $0.13 ($0.01) $0.21 $0.33 $0.01 Non-GAAP Diluted EPS $0.13 ($0.01) $0.20 $0.33 $0.01 Note: Amounts may not calculate precisely due to rounding US$ Millions, except per share data

Q4 2015 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 $106.5 - - - $106.5 Gross profit 38.8 0.4 - - 39.2 Gross margin 36.4% 36.8% SG&A 21.2 (2.3) (0.2) - 18.7 R&D 20.6 (1.3) - - 19.3 Amortization 5.8 - (5.8) - - Restructuring 1.2 - - (1.2) - Operating income (loss) ($10.0) $4.0 $6.0 $1.2 $1.2 Interest income, net 0.2 - - - 0.2 Taxes 0.0 - - (0.8) (0.8) Net income (loss) ($9.8) $4.0 $6.0 $0.4 $0.6 Basic EPS ($0.25) $0.01 Diluted EPS ($0.25) $0.01 Basic shares 39.8 40.6 Diluted shares 39.8 40.7 Non-GAAP operating income $1.2 Depreciation $3.2 Adjusted EBITDA $4.4 Note: Amounts may not calculate precisely due to rounding

Q1 2016 Guidance 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 $70 - $80 $70 - $80 Gross Profit 25 - 30 1 - - 26 – 31 Gross Margin 36% - 38% 37% - 39% Adjusted EBITDA ($9) – ($5) Net income (loss) ($24) - ($20) 5 5 - ($14) – ($10) Income (loss) per diluted common share ($0.62) - ($0.52) ($0.35) – ($0.25) Note: Amounts may not calculate precisely due to rounding