8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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 12, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02   Results of Operations and Financial Condition.

On February 12, 2018, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2017.  In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter 2017 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 12, 2018
99.2	Veeco Q4 2017 Conference Call, February 12, 2018

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 12, 2018	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 12, 2018
99.2	Veeco Q4 2017 Conference Call, February 12, 2018

2

EX-99.1

Exhibit 99.1

NEWS

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2017 FINANCIAL RESULTS

Fourth Quarter 2017 Highlights:

·Revenues of $143.4 million, compared with $93.6 million in the same period last year

·GAAP net loss of $5.6 million, or $0.12 loss per share

·Non-GAAP net income of $9.1 million, or $0.19 per diluted share

Full Year 2017 Highlights:

·Revenues of $484.8 million

·GAAP net loss of $44.8 million, or $1.01 loss per share

·Non-GAAP net income of $23.4 million, or $0.53 per diluted share

Plainview, N.Y., February 12, 2018 — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2017.  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 ‘17			Q4 ‘16			2017			2016
Revenue	$	143.4		$	93.6		$	484.8		$	332.5
Net income (loss)	$	(5.6	)	$	(5.0	)	$	(44.8	)	$	(122.2	)
Diluted earnings (loss) per share	$	(0.12	)	$	(0.13	)	$	(1.01	)	$	(3.11	)

	4th Quarter				Full Year
Non-GAAP Results	Q4 ‘17		Q4 ‘16		2017		2016
Net income (loss)	$	9.1	$	3.8	$	23.4	$	(11.3	)
Operating income (loss)	$	10.5	$	3.3	$	31.3	$	(8.5	)
Diluted earnings (loss) per share	$	0.19	$	0.09	$	0.53	$	(0.29	)

“2017 was a transformational year for Veeco.  We diversified our revenue base through the acquisition of Ultratech, completed a major manufacturing consolidation, and ended the year with strong bookings and historically high backlog,” commented John R. Peeler, Chairman and Chief Executive Officer.  “Sales growth in the fourth quarter was driven primarily by shipment of our MOCVD and Laser Anneal systems, and we announced a large multi tool order for our EPIK® 868 from Focus Lightings for the production of high-volume light emitting diodes (LEDs).”

“Entering 2018, we expect to grow in all of our target  markets, and we are seeing particularly healthy demand  in  Advanced Packaging, MEMS and RF Filter and Front-End Semiconductor markets,” continued Mr. Peeler.

“Lastly, as we announced on February 8, 2018, I am pleased to report that we have reached a mutually agreed settlement of the pending patent disputes with AMEC and SGL Carbon, and all legal actions related to this matter will be dismissed or withdrawn. We are back to normal operations in our MOCVD business,” concluded Mr. Peeler.

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2018:

·Revenue is expected in the range of $140 million to $165 million

·Non-GAAP operating income is expected in the range of $2 million to $10 million

·GAAP earnings (loss) per share are expected in the range of ($0.50) to ($0.32)

·Non-GAAP earnings (loss) per share are expected in the range of ($0.04) to $0.14

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 12, 2018 starting at 5:00pm ET. To join the call, dial 1-800-239-9839 (toll free) or 1-323-794-2551 and use passcode 3939388. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco’s 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 (NASDAQ: VECO) is a leading manufacturer of innovative semiconductor process equipment. Our proven MOCVD, lithography, laser annealing, ion beam and single wafer etch & clean technologies play an integral role in producing LEDs for solid-state lighting and displays, and in the fabrication of advanced semiconductor devices. With equipment designed to maximize performance, yield and cost of ownership, Veeco holds technology leadership positions in all these served markets. To learn more about Veeco’s innovative equipment and services, visit www.veeco.com.

Forward-looking Statements

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, 2016 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:
Anthony Bencivenga 516-677-0200 x1272	David Pinto 408-325-6157
abencivenga@veeco.com	dpinto@veeco.com

2

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three months ended December 31,						Year ended December 31,
	2017			2016			2017			2016
Net sales	$	143,432		$	93,609		$	484,756		$	332,451
Cost of sales	85,095			57,601			300,438			199,593
Gross profit	58,337			36,008			184,318			132,858
Operating expenses, net:
Research and development	24,318			17,471			81,987			81,016
Selling, general, and administrative	28,675			19,412			100,250			77,642
Amortization of intangible assets	13,753			3,434			35,475			19,219
Restructuring	2,246			1,646			11,851			5,640
Acquisition costs	1,510			—			17,786			—
Asset impairment	—			(142		)	1,139			69,520
Other, net	(165		)	(660		)	(392		)	223
Total operating expenses, net	70,337			41,161			248,096			253,260
Operating income (loss)	(12,000		)	(5,153		)	(63,778		)	(120,402		)
Interest income (expense), net	(4,753		)	245			(17,122		)	958
Income (loss) before income taxes	(16,753		)	(4,908		)	(80,900		)	(119,444		)
Income tax expense (benefit)	(11,137		)	90			(36,107		)	2,766
Net income (loss)	$	(5,616	)	$	(4,998	)	$	(44,793	)	$	(122,210	)
Income (loss) per common share:
Basic	$	(0.12	)	$	(0.13	)	$	(1.01	)	$	(3.11	)
Diluted	$	(0.12	)	$	(0.13	)	$	(1.01	)	$	(3.11	)
Weighted average number of shares:
Basic	47,037			39,267			44,174			39,340
Diluted	47,037			39,267			44,174			39,340

3

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

	December 31,		December 31,
	2017		2016
Assets
Current assets:
Cash and cash equivalents	$	279,736	$	277,444
Restricted cash	847		—
Short-term investments	47,780		66,787
Accounts receivable, net	98,866		58,020
Inventories	120,266		77,063
Deferred cost of sales	16,060		6,160
Prepaid expenses and other current assets	33,437		16,034
Total current assets	596,992		501,508
Property, plant and equipment, net	85,058		60,646
Intangible assets, net	369,843		58,378
Goodwill	307,131		114,908
Deferred income taxes	2,953		2,045
Other assets	25,310		21,047
Total assets	$	1,387,287	$	758,532
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	50,318	$	22,607
Accrued expenses and other current liabilities	60,339		33,201
Customer deposits and deferred revenue	108,953		85,022
Income taxes payable	3,846		2,311
Current portion of long-term debt	—		368
Total current liabilities	223,456		143,509
Deferred income taxes	36,845		13,199
Long-term debt	275,630		826
Other liabilities	10,643		6,403
Total liabilities	546,574		163,937
Total stockholders’ equity	840,713		594,595
Total liabilities and stockholders’ equity	$	1,387,287	$	758,532

4

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

	Non-GAAP Adjustments
Three months ended December 31, 2017	GAAP			Share-Based  Compensation		Amortization	Other		Non-GAAP
Net sales	$	143,432							$	143,432
Gross profit	58,337			607			537		59,481
Gross margin	40.7		%						41.5		%
Research and development	24,318			(971	)				23,347
Selling, general, and administrative and Other	28,510			(2,668	)		(196	)	25,646
Net income (loss)	(5,616		)	4,420		13,753	(3,460	)	9,097
Income (loss) per common share:
Basic	$	(0.12	)						$	0.19
Diluted	(0.12		)						0.19
Weighted average number of shares:
Basic	47,037								47,109
Diluted	47,037								47,208

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended December 31, 2017
Restructuring	2,073
Acquisition related	1,510
Release of inventory fair value step-up associated with the Ultratech purchase accounting	440
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	293
Non-cash interest expense	2,805
Non-GAAP tax adjustment *	(10,581	)
Total Other	(3,460	)

* - The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments, as well as the exclusion of certain tax benefits attributed to the change in U.S. tax laws.

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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.

5

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

				Non-GAAP Adjustments
Three months ended December 31, 2016	GAAP			Share-based  Compensation		Amortization	Other		Non-GAAP
Net sales	$	93,609							$	93,609
Gross profit	36,008			316			362		36,686
Gross margin	38.5		%						39.2		%
Research and development	17,471			(292	)				17,179
Selling, general, and administrative and Other	18,752			(2,971	)		(44	)	15,737
Net income (loss)	(4,998		)	3,579		3,434	1,740		3,755
Income (loss) per common share:
Basic	$	(0.13	)						$	0.09
Diluted	(0.13		)						0.09
Weighted average number of shares:
Basic	39,267								39,579
Diluted	39,267								39,990

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended December 31, 2016
Restructuring	1,646
Acquisition related	44
Asset impairment	(142	)
Accelerated depreciation	362
Reclassification of cumulative translation gain from subsidiary liquidation	(429	)
Non-GAAP tax adjustment *	259
Total Other	1,740

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

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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.

6

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (loss)

(in thousands)

(unaudited)

	Three months ended			Three months ended
	December 31, 2017			December 31, 2016
GAAP Net income (loss)	$	(5,616	)	$	(4,998	)
Share-based compensation	4,420			3,579
Amortization	13,753			3,434
Restructuring	2,073			1,646
Acquisition related	1,510			44
Release of inventory fair value step-up associated with the Ultratech purchase accounting	440			—
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	293			—
Asset impairment	—			(142		)
Accelerated depreciation	—			362
Reclassification of cumulative translation gain from subsidiary liquidation	—			(429		)
Interest (income) expense	4,753			(245		)
Income tax expense (benefit)	(11,137		)	90
Non-GAAP Operating Income (loss)	$	10,489		$	3,341

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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.

7

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

				Non-GAAP Adjustments
For the year ended December 31, 2017	GAAP			Share-Based Compensation		Amortization	Other		Non-GAAP
Net sales	$	484,756							$	484,756
Gross profit	184,318			2,505			10,075		196,898
Gross margin	38.0		%						40.6		%
Research and development	81,987			(2,957	)				79,030
Selling, general, and administrative and Other	99,858			(12,851	)		(466	)	86,541
Net income (loss)	(44,793		)	24,396		35,475	8,368		23,446
Income (loss) per common share:
Basic	$	(1.01	)						$	0.53
Diluted	(1.01		)						0.53
Weighted average number of shares:
Basic	44,174								44,247
Diluted	44,174								44,486

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

For the year ended December 31, 2017
Restructuring	9,971
Acquisition related	13,583
Release of inventory fair value step-up associated with the Ultratech purchase accounting	9,664
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	695
Asset impairment	1,139
Accelerated depreciation	180
Non-cash interest expense	10,446
Non-GAAP tax adjustment *	(37,310	)
Total Other	8,368

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments, as well as the exclusion of certain tax benefits attributed to the change in U.S. tax laws and the release of FIN48 reserves.

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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.

8

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

				Non-GAAP Adjustments
For the year ended December 31, 2016	GAAP			Share-Based Compensation		Amortization	Other		Non-GAAP
Net sales	$	332,451							$	332,451
Gross profit	132,858			1,956			716		135,530
Gross margin	40.0		%						40.8		%
Research and development	81,016			(3,324	)				77,692
Selling, general, and administrative and Other	77,866			(10,433	)		(1,537	)	65,896
Net income (loss)	(122,210		)	15,713		19,219	75,954		(11,324		)
Income (loss) per common share:
Basic	$	(3.11	)						$	(0.29	)
Diluted	(3.11		)						(0.29		)
Weighted average number of shares:
Basic	39,340								39,340
Diluted	39,340								39,340

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

For the year ended December 31, 2016
Restructuring	5,640
Acquisition related	232
Asset impairment	69,520
Accelerated depreciation	716
Pension termination	1,305
Reclassification of cumulative translation gain from subsidiary liquidation	(429	)
Non-GAAP tax adjustment *	(1,030	)
Total Other	75,954

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

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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.

9

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (loss)

(in thousands)

(unaudited)

	Year ended			Year ended
	December 31, 2017			December 31, 2016
GAAP Net income (loss)	$	(44,793	)	$	(122,210	)
Share-based compensation	24,396			15,713
Amortization	35,475			19,219
Restructuring	9,971			5,640
Acquisition related	13,583			232
Release of inventory fair value step-up associated with the Ultratech purchase accounting	9,664			—
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	695			—
Asset impairment	1,139			69,520
Accelerated depreciation	180			716
Pension termination	—			1,305
Reclassification of cumulative translation gain from subsidiary liquidation	—			(429		)
Interest (income) expense	17,122			(958		)
Income tax expense (benefit)	(36,107		)	2,766
Non-GAAP Operating Income (loss)	$	31,325		$	(8,486	)

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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.

10

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(unaudited)

								Non-GAAP Adjustments
Guidance for the three months ending March 31, 2018	GAAP							Share-based Compensation	Amortization	Other	Non-GAAP
Net sales	$	140		-	$	165					$	140		-	$	165
Gross profit	47			-	58			1	—	—	48			-	59
Gross margin	33		%	-	35		%				34		%	-	36		%
Net income (loss)	$	(23	)	-	$	(15	)	4	13	4	$	(2	)	-	$	6
Income (loss) per diluted common share	$	(0.50	)	-	$	(0.32	)				$	(0.04	)	-	$	0.14
Weighted average number of shares	47				47						47				47

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (Loss)

(in millions)

(unaudited)

Guidance for the three months ending March 31, 2018
GAAP Net income (loss)	$	(23	)	-	$	(15	)
Share-based compensation	4			-	4
Amortization	13			-	13
Restructuring	1			-	1
Acquisition related	1			-	1
Interest expense, net	5			-	5
Income tax expense (benefit)	1			-	1
Non-GAAP Operating Income	$	2		-	$	10

Note: Amounts may not calculate precisely due to rounding.

These 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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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.

11

EX-99.2

Exhibit 99.2

Q4 2017 Conference Call Veeco Instruments Inc. February 12, 2018

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, 2016 and subsequent Quarterly Reports on form 10Q 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

19¢ Non-GAAP EPS $143M Revenue Q4 2017 Highlights Bookings up 3rd consecutive quarter; backlog building Revenue up 9% from previous quarter Strongest quarter of the year in Non-GAAP operating income Non-GAAP EPS above high end of guided range $179M Bookings Q4 Results Note: A reconciliation of GAAP to Non-GAAP financial measures may be found in Back-up & Reconciliation Tables $10.5M Non-GAAP Op Income Executed well with positive momentum

2017: A Transformational Year – Positioned to Grow Expanded Market Reach with Complementary Acquisition Closed Ultratech acquisition; integration progressing well Synergies greater than originally expected Executed Manufacturing Consolidation New Jersey manufacturing consolidation complete Generating $4M in annualized cost savings Poised to Diversify Revenues; Accelerate Profitable Growth Delivered 40.6% Non-GAAP gross margin in 2017 Bookings trends point to growth and diversification in 2018

CFO Financial Review Sam Maheshwari

Q4 2017 Revenue by End Market and Geography Bookings growth should lead to more diversified revenue mix Bookings grew to ~$179M Building backlog for 6 quarters in a row Growth in Front-End Semi and AP, will lead to more diverse 2018 China, Blue LED accounted for 13% of total Veeco revenue Mix By End Market By Geography 9% Advanced Packaging, MEMS & RF Filters 24% Scientific & Industrial 58% LED Lighting, Display & Compound Semi $143M 53% Rest of World 18% China 14% EMEA 15% United States 9% Front-End Semi Geographically diverse revenue streams ROW driven by LED sales into South East Asia, South Korea and Taiwan Note: Amounts may not calculate precisely due to rounding

2018: Growing Our Way to More Diversified Revenue Mix 15% - 20% Advanced Packaging, MEMS & RF Filters 15% - 20% Scientific & Industrial 15% - 20% Front-End Semi 40% - 50% LED Lighting, Display & Compound Semi Markets Mix By End Market Higher Growth Areas We expect 2018 to be a growth year for Veeco in all 4 market segments Strongest growth in Front-End Semi and Advanced Packaging Leading to a more balanced revenue mix 2017 2018 2017 2018 Note: Amounts may not calculate precisely due to rounding Revenue Front-End Semi Advanced Packaging, MEMS & RF Filters

Non-GAAP GAAP P&L Highlights Note: Amounts may not calculate precisely due to rounding A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables ($M) Q3 17 Q4 17 2017 Q3 17 Q4 17 2017 Revenue $131.9 $143.4 $484.8 $131.9 $143.4 $484.8 Gross Profit 53.1 58.3 184.3 55.8 59.5 196.9 % 40.2% 40.7% 38.0% 42.3% 41.5% 40.6% R&D 24.1 24.3 82.0 23.2 23.3 79.0 SG&A & Other 29.6 28.5 99.9 25.7 25.6 86.5 Operating Income/(Loss) (18.9) (12.0) (63.8) 6.8 10.5 31.3 Net Income/(Loss) (21.9) (5.6) (44.8) 4.3 9.1 23.4 Earnings/(Loss) Per Share ($0.47) ($0.12) ($1.01) $0.09 $0.19 $0.53 6th consecutive quarter of revenue growth Non-GAAP gross margin benefiting from favorable product mix

DSO (days) 78 62 DOI 133 130 DPO 61 54 ($M) Q3 17 Q4 17 Cash & Short-Term Investments 321 328 Accounts Receivable 114 99 Inventories 114 120 Accounts Payable 54 50 Long-Term Debt 273 276 Cash Flow from Operations 25 19 Balance Sheet Highlights Note: Amounts may not calculate precisely due to rounding

Q1 2018 Guidance Revenue $140M–$165M $140M–$165M Gross Margins 33%–35% 34%–36% Net Income (Loss) ($23M)–($15M) ($2M)–$6M Earnings Per Share ($0.50)–($0.32) ($0.04)–$0.14 Non-GAAP Operating Income $2M–$10M Non-GAAP GAAP Note: A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables

Business Update & Outlook

Multiple Veeco Technologies Serve Growing Markets *Source: Various industry reports and company estimates Veeco Technologies: MOCVD Lithography Wet Etch/Clean Laser Anneal Ion Beam MBE 3D Inspection ALD ~50% Growth from 2017 to 2020 Growth of Veeco’s Served Markets From 2017 to 2020* $1.2B $1.8B Markets Advanced Packaging, MEMS & RF Filters LED Lighting, Display & Compound Semi Front-End Semi Scientific & Industrial Growth Drivers

Advanced Packaging, MEMS & RF Filters Source: TechSearch International & IC Insights 2017 Veeco Advanced Packaging Revenue 2017 2020 16% CAGR WLP Significant Increase in Demand for WLP Applications Reflects new customers or application penetrations 2016 WLP – Wafer Level Packaging ADAS – Advanced Driver Assisted Systems Applicable Technologies: MOCVD Lithography Wet Etch/Clean Laser Anneal Ion Beam MBE 3D Inspection ALD Broad-Based Growth Vectors Mobile devices and connectivity trends Automotive electronics growth, including ADAS Big Data Processing 5G infrastructure deployment in 2019 and 2020

Non General-Lighting Areas Such as Photonics and RF Driving Meaningful Growth VCSELs & Laser Diodes Micro-LEDs & Fine Pitched Displays 5G driven RF devices Power Electronics LED Lighting, Display & Compound Semi Veeco Remains the LED Market Leader 55% market share for GaN LED* Fab utilization worldwide > 85%; market to remain robust * Source IHS, Veeco VCSEL – Vertical Cavity Surface-Emitting Laser Applicable Technologies: MOCVD Lithography Wet Etch/Clean Laser Anneal Ion Beam MBE 3D Inspection ALD

Front-End Semi LSA – Laser Spike Anneal EUV – Extreme Ultraviolet LSA Demand from Taiwan and China 2017 market share was approx. 40% Melt being qualified for production at 7nm & 5nm EUV Photomask Strong interest from photomask industry LDD-IBD ready for EUV adoption STT-MRAM Well positioned for MRAM ramp with multiple engagements across 3 major customers 3D Inspection Evaluations in process with multiple customers in their fabs Applicable Technologies: MOCVD Lithography Wet Etch/Clean Laser Anneal Ion Beam MBE 3D Inspection ALD STT MRAM – Spin Transfer Torque Magnetic Random Access Memory LDD-IBD – Low Defect Density Ion Beam Deposition

Scientific & Industrial Applicable Technologies: MOCVD Lithography Wet Etch/Clean Laser Anneal Ion Beam MBE 3D Inspection ALD Good Momentum in Optical Coating Systems Strong Bookings in 2017 Broad-based market demand including industrial lasers, optical components for telecom, and R&D Data Storage Good momentum with 60% bookings growth in 2017 Launched Lancer™ Ion Beam Etch System A reduced-footprint, R&D-focused, ion-beam etch platform for emerging MEMS and magnetic-sensor applications Lancer Ion Beam Etch System

2018 Priorities Complete Integration of Ultratech Launch New Products Deliver Growth in all 4 Markets Diversify Revenue by End Market Grow Earnings Faster than Revenue 18 is now

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation. 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 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 Non-GAAP Operating Income, 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.

Supplemental Information—GAAP to Non-GAAP Reconciliation Note: Amounts may not calculate precisely due to rounding US$ millions Q3 17 Q4 17 2017 Net Sales $131.9 $143.4 $484.8 GAAP Gross Profit 53.1 58.3 184.3 GAAP Gross Margin 40.2% 40.7% 38.0% Add: Release of inventory fair value step-up for purchase accounting 1.9 0.4 9.7 Add: Share-Based Comp 0.7 0.6 2.5 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 0.4 Non-GAAP Gross Profit $55.8 $59.5 $196.9 Non-GAAP Gross Margin 42.3% 41.5% 40.6% US$ millions, except per share data Q3 17 Q4 17 2017 GAAP Basic EPS (0.47) (0.12) (1.01) GAAP Diluted EPS (0.47) (0.12) (1.01) GAAP Net Income (Loss) (21.9) (5.6) (44.8) Add: Share-Based Comp 6.2 4.4 24.4 Add: Amortization 12.5 13.8 35.5 Add: Restructuring 4.1 2.1 10.0 Add: Acquisition Related 0.8 1.5 13.6 Add: Release of inventory fair value step-up for purchase accounting 1.9 0.4 9.7 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.3 0.3 0.7 Add: Asset Impairment - - 1.1 Add: Accelerated depreciation - - 0.2 Add: Non-Cash Interest Expense 2.7 2.8 10.4 Add: Tax Adjustment from GAAP to Non-GAAP (2.3) (10.6) (37.3) Non-GAAP Net Income (Loss) 4.3 9.1 23.4 Non-GAAP Basic EPS 0.09 0.19 0.53 Non-GAAP Diluted EPS 0.09 0.19 0.53 US$ millions Q3 17 Q4 17 2017 GAAP Net Income (Loss) $(21.9) $(5.6) $(44.8) Add: Share-Based Comp 6.2 4.4 24.4 Add: Amortization 12.5 13.8 35.5 Add: Restructuring 4.1 2.1 10.0 Add: Acquisition Related 0.8 1.5 13.6 Add: Release of inventory fair value step-up for purchase accounting 1.9 0.4 9.7 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.3 0.3 0.7 Add: Asset Impairment - - 1.1 Add: Accelerated depreciation - - 0.2 Add: Interest Expense 4.7 4.7 17.1 Subtract: Tax benefit (1.8) (11.1) (36.1) Non-GAAP Operating Income $6.8 $10.5 $31.3

Q4 2017 GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $143.4 $143.4 Gross Profit 58.3 0.6 0.5 59.5 Gross Margin 40.7% 41.5% Research and Development 24.3 (1.0) 23.3 Selling, General, and Administrative and Other 28.5 (2.7) (0.2) 25.6 Net Income (Loss) $(5.6) 4.4 13.8 (3.5) $9.1 Income (Loss) Per Common Share: Basic $(0.12) $0.19 Diluted (0.12) 0.19 Weighted Average Number of Shares: Basic 47.0 47.1 Diluted 47.0 47.2 Other Non-GAAP Adjustments Restructuring 2.1 Acquisition Related 1.5 Release of inventory fair value step-up associated with the Ultratech purchase accounting 0.4 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.3 Non-Cash Interest Expense 2.8 Non-GAAP Tax Adjustment (10.6) Total Other (3.5) Note: Amounts may not calculate precisely due to rounding

2017 GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $484.8 $484.8 Gross Profit 184.3 2.5 10.1 196.9 Gross Margin 38.0% 40.6% Research and Development 82.0 (3.0) 79.0 Selling, General, and Administrative and Other 99.9 (12.9) (0.5) 86.5 Net Income (Loss) $(44.8) 24.4 35.5 8.4 $23.4 Income (Loss) Per Common Share: Basic $(1.01) $0.53 Diluted (1.01) 0.53 Weighted Average Number of Shares: Basic 44.2 44.2 Diluted 44.2 44.5 Other Non-GAAP Adjustments Restructuring 10.0 Acquisition Related 13.6 Release of inventory fair value step-up associated with the Ultratech purchase accounting 9.7 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.7 Asset Impairment 1.1 Accelerated Depreciation 0.2 Non-Cash Interest Expense 10.4 Non-GAAP Tax Adjustment (37.3) Total Other 8.4 Note: Amounts may not calculate precisely due to rounding

Q1 2018 Guidance GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $140–$165 $140–$165 Gross Profit 47–58 1 — — 48–59 Gross Margin 33%–35% 34%–36% Net Income (Loss) $(23)–$(15) 4 13 4 $(2)–$6 Income (Loss) per Diluted Share $(0.50)–$(0.32) $(0.04)–$0.14 GAAP Net Income (Loss) $(23)–$(15) Share-Based Compensation 4 Amortization 13 Restructuring 1 Acquisition related expense 1 Interest Expense 5 Income Tax Expense (Benefit) 1 Non-GAAP Operating Income $2–$10 Non-GAAP Adjustments Note: Amounts may not calculate precisely due to rounding