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 11, 2019
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):
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐   Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
☐   Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐   Pre-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 ☐
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. ☐

 

Item 2.02  Results of Operations and Financial Condition.
On February 11, 2019,  Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2018.  In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter 2018 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 11, 2019	
 	 	 	
99.2	 	Veeco  Q4 2018 Conference Call, February 11, 2019	
 
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.
EXHIBIT INDEX

Exhibit	  	Description	
 	 	 	
99.1	 	Press release issued by Veeco dated February 11, 2019	
 	 	 	
99.2	 	Veeco Q4 2018 Conference Call, February 11, 2019	
 
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 11, 2019	VEECO INSTRUMENTS INC.	
 	 	
 	By:	/s/ Gregory A. Robbins	
 	Name: Gregory A. Robbins	
 	Title: Senior Vice President and General Counsel	

2

EXHIBIT 99.1

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2018 FINANCIAL RESULTS
 
Fourth Quarter 2018 Highlights:
 
	·		Revenues of $99.0 million, compared with $139.7 million in the same period last year	
	·		GAAP net loss of $144.7 million, or $3.11 loss per diluted share	
	·		Non-GAAP net loss of $7.5 million, or $0.16 loss per diluted share	
 
Plainview, N.Y., February 11, 2019 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2018. 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 '18	 	Q4 '17	 	2018	   	2017	
Revenue	 	$	
99.0	 	$	
139.7	 	$	
542.1	 	$	
475.7	
Net income (loss)	 	$	(144.7)	 	$	(8.5)	 	$	(407.1)	 	$	(51.4)	
Diluted earnings (loss) per share	 	$	(3.11)	 	$	(0.18)	 	$	(8.63)	 	$	(1.16)	

 	 	4th Quarter	 	Full Year	
Non-GAAP Results	    	Q4 '18	 	Q4 '17	 	2018	 	2017	
Net income (loss)	 	$	(7.5)	 	$	6.0	 	$	14.2	 	$	16.8	
Operating income (loss)	 	$	(6.9)	 	$	7.3	 	$	23.2	 	$	23.2	
Diluted earnings (loss) per share	 	$	(0.16)	 	$	0.13	 	$	0.30	 	$	0.38	
 
Based on a reduction in Veeco’s stock price during the fourth quarter, the Company recorded a goodwill impairment charge of $123 million for GAAP results.  This is a non-cash charge and does not affect liquidity, day to day operations or Non-GAAP results of the company. 
 
"Commoditization of the MOCVD market for LEDs in China has reduced our revenue significantly, and is reflected in our fourth quarter results,” commented William J. Miller, Ph.D., Chief Executive Officer.   “However, we are excited about our future as we see order activity in leading edge, Front-End Semiconductor and exciting growth opportunities in Compound Semiconductor and Advanced Packaging.”

1

 
 
Guidance and Outlook
 
The following guidance is provided for Veeco’s first quarter 2019:
 
	·		Revenue is expected in the range of $85 million to $105 million	
	·		Non-GAAP operating income (loss) is expected in the range of ($12) million to ($3) million	
	·		GAAP earnings (loss) per share are expected in the range of ($0.59) to ($0.39)  	
	·		Non-GAAP earnings (loss) per share are expected in the range of ($0.30) to ($0.10)  	
 
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 11, 2019 starting at 5:00pm ET. To join the call, dial 1-800-239-9838 (toll free) or 1-929-477-0448 and use passcode 8815152. 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.
 
New Accounting Standard
 
The Company adopted the new accounting standard, ASC 606, related to revenue recognition, effective January 1, 2018. The prior periods presented here have been recast to reflect the adoption of this new standard.
 
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, 2017 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,	 	
 	    	2018	    	2017	    	2018	    	2017	 	
Net sales	 	$	98,972	 	$	139,661	 	$	542,082	 	$	475,686	 	
Cost of sales	 	 	63,713	 	 	84,309	 	 	348,363	 	 	299,458	 	
Gross profit	 	 	35,259	 	 	55,352	 	 	193,719	 	 	176,228	 	
Operating expenses, net:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Research and development	 	 	24,962	 	 	24,318	 	 	97,755	 	 	81,987	 	
Selling, general, and administrative	 	 	21,218	 	 	28,675	 	 	92,060	 	 	100,250	 	
Amortization of intangible assets	 	 	4,249	 	 	13,753	 	 	32,351	 	 	35,475	 	
Restructuring	 	 	887	 	 	2,246	 	 	8,556	 	 	11,851	 	
Acquisition costs	 	 	53	 	 	1,510	 	 	2,959	 	 	17,786	 	
Asset impairment	 	 	122,829	 	 	 —	 	 	375,172	 	 	1,139	 	
Other, net	 	 	42	 	 	(165)	 	 	368	 	 	(392)	 	
Total operating expenses, net	 	 	174,240	 	 	70,337	 	 	609,221	 	 	248,096	 	
Operating income (loss)	 	 	(138,981)	 	 	(14,985)	 	 	(415,502)	 	 	(71,868)	 	
Interest expense, net	 	 	(4,485)	 	 	(4,753)	 	 	(18,332)	 	 	(17,122)	 	
Income (loss) before income taxes	 	 	(143,466)	 	 	(19,738)	 	 	(433,834)	 	 	(88,990)	 	
Income tax expense (benefit)	 	 	1,208	 	 	(11,259)	 	 	(26,746)	 	 	(37,594)	 	
Net income (loss)	 	$	(144,674)	 	$	(8,479)	 	$	(407,088)	 	$	(51,396)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(3.11)	 	$	(0.18)	 	$	(8.63)	 	$	(1.16)	 	
Diluted	 	$	(3.11)	 	$	(0.18)	 	$	(8.63)	 	$	(1.16)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average number of shares:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	46,551	 	 	47,037	 	 	47,151	 	 	44,174	 	
Diluted	 	 	46,551	 	 	47,037	 	 	47,151	 	 	44,174	 	

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)

 	 	December 31,	 	December 31,	
 	    	2018	    	2017	
Assets	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
Cash and cash equivalents	 	$	212,273	 	$	279,736	
Restricted cash	 	 	809	 	 	847	
Short-term investments	 	 	48,189	 	 	47,780	
Accounts receivable, net	 	 	66,808	 	 	98,866	
Contract assets	 	 	10,397	 	 	160	
Inventories	 	 	156,311	 	 	120,266	
Deferred cost of sales	 	 	3,072	 	 	15,994	
Prepaid expenses and other current assets	 	 	22,221	 	 	33,437	
Total current assets	 	 	520,080	 	 	597,086	
Property, plant and equipment, net	 	 	80,284	 	 	85,058	
Intangible assets, net	 	 	85,149	 	 	369,843	
Goodwill	 	 	184,302	 	 	307,131	
Deferred income taxes	 	 	1,869	 	 	3,047	
Other assets	 	 	29,132	 	 	25,310	
Total assets	 	$	900,816	 	$	1,387,475	
 	 	 	 	 	 	 	
Liabilities and stockholders’ equity	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	
Accounts payable	 	$	39,611	 	$	50,318	
Accrued expenses and other current liabilities	 	 	46,450	 	 	58,068	
Customer deposits and deferred revenue	 	 	72,736	 	 	112,032	
Income taxes payable	 	 	1,256	 	 	3,846	
Total current liabilities	 	 	160,053	 	 	224,264	
Deferred income taxes	 	 	5,690	 	 	36,845	
Long-term debt	 	 	287,392	 	 	275,630	
Other liabilities	 	 	9,906	 	 	10,643	
Total liabilities	 	 	463,041	 	 	547,382	
 	 	 	 	 	 	 	
Total stockholders’ equity	 	 	437,775	 	 	840,093	
 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	900,816	 	$	1,387,475	

4

Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data
(in thousands, except per share amounts)
(unaudited)

 	 	 	 	 	Non-GAAP Adjustments	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	Share-Based	 	 	 	 	 	 	 	 	
Three months ended December 31, 2018	    	GAAP	    	Compensation	    	Amortization	    	Other	    	Non-GAAP	 	
Net sales	 	$	98,972	 	 	 	 	 	 	 	$	98,972	 	
Gross profit	 	 	35,259	 	282	 	 	 	134	 	 	35,675	 	
Gross margin	 	 	35.6	%	 	 	 	 	 	 	 	36.0	%	
Research and development	 	 	24,962	 	(883)	 	 	 	 	 	 	24,079	 	
Selling, general, and administrative and Other, net	 	 	21,260	 	(2,024)	 	 	 	(723)	 	 	18,513	 	
Net income (loss)	 	 	(144,674)	 	3,353	 	4,249	 	129,532	 	 	(7,540)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(3.11)	 	 	 	 	 	 	 	$	(0.16)	 	
Diluted	 	 	(3.11)	 	 	 	 	 	 	 	 	(0.16)	 	
Weighted average number of shares:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	46,551	 	 	 	 	 	 	 	 	46,551	 	
Diluted	 	 	46,551	 	 	 	 	 	 	 	 	46,551	 	
 
Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments
(in thousands)
(unaudited)

Three months ended December 31, 2018	    	 	
Restructuring	 	722	
Acquisition related	 	53	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	70	
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	 	190	
Accelerated depreciation	 	597	
Asset impairment	 	122,829	
Non-cash interest expense	 	3,023	
Non-GAAP tax adjustment *	 	2,048	
Total Other	 	129,532	

* - 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, incremental transaction-related compensation, and certain integration costs.
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	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	Share-based	 	 	 	 	 	 	 	
Three months ended December 31, 2017	    	 	GAAP	    	Compensation	    	Amortization	    	Other	    	Non-GAAP	 	
Net sales	 	$	139,661	 	 	 	 	 	 	 	$	139,661	 	
Gross profit	 	 	55,352	 	607	 	 	 	537	 	 	56,496	 	
Gross margin	 	 	39.6	%  	 	 	 	 	 	 	 	40.5	%	
Research and development	 	 	24,318	 	(971)	 	 	 	 	 	 	23,347	 	
Selling, general, and administrative and Other, net	 	 	28,510	 	(2,668)	 	 	 	(196)	 	 	25,646	 	
Net income (loss)	 	 	(8,479)	 	4,220	 	13,753	 	(3,460)	 	 	6,034	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(0.18)	 	 	 	 	 	 	 	$	0.13	 	
Diluted	 	 	(0.18)	 	 	 	 	 	 	 	 	0.13	 	
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. taxlaws.
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, incremental transaction-related compensation, and certain integration costs.
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, 2018	 	December 31, 2017	
GAAP Net income (loss)	 	$	(144,674)	 	$	(8,479)	
Share-based compensation	 	 	3,353	 	 	4,220	
Amortization	 	 	4,249	 	 	13,753	
Restructuring	 	 	722	 	 	2,073	
Acquisition related	 	 	53	 	 	1,510	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	 	70	 	 	440	
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	 	 	190	 	 	293	
Accelerated depreciation	 	 	597	 	 	 —	
Asset impairment	 	 	122,829	 	 	 —	
Interest (income) expense	 	 	4,485	 	 	4,753	
Income tax expense (benefit)	 	 	1,208	 	 	(11,259)	
Non-GAAP Operating income (loss)	 	$	(6,918)	 	$	7,304	
 
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, incremental transaction-related compensation, and certain integration costs.
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	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	Share-based	 	 	 	 	 	 	 	
For the year ended December 31, 2018	    	 	GAAP	    	Compensation	    	Amortization	    	Other	    	Non-GAAP	 	
Net sales	 	$	542,082	 	 	 	 	 	 	 	$	542,082	 	
Gross profit	 	 	193,719	 	1,885	 	 	 	2,849	 	 	198,453	 	
Gross margin	 	 	35.7	%  	 	 	 	 	 	 	 	36.6	%	
Research and development	 	 	97,755	 	(3,611)	 	 	 	 	 	 	94,144	 	
Selling, general, and administrative and Other	 	 	92,428	 	(9,417)	 	 	 	(1,863)	 	 	81,148	 	
Net income (loss)	 	 	(407,088)	 	16,074	 	32,351	 	372,862	 	 	14,199	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(8.63)	 	 	 	 	 	 	 	$	0.30	 	
Diluted	 	 	(8.63)	 	 	 	 	 	 	 	 	0.30	 	
Weighted average number of shares:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	47,151	 	 	 	 	 	 	 	 	47,171	 	
Diluted	 	 	47,151	 	 	 	 	 	 	 	 	47,199	 	
 
Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments
(in thousands)
(unaudited)

For the year ended December 31, 2018	    	 	
Restructuring	 	7,395	
Acquisition related	 	2,959	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	2,516	
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	 	1,011	
Accelerated depreciation	 	1,184	
Asset impairment	 	375,172	
Non-cash interest expense	 	11,762	
Non-GAAP tax adjustment *	 	(29,137)	
Total Other	 	372,862	

* - 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.

8

Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data
(in thousands, except per share amounts)
(unaudited)

 	 	 	 	 	Non-GAAP Adjustments	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	Share-based	 	 	 	 	 	 	 	
For the year ended December 31, 2017	    	 	GAAP	    	Compensation	    	Amortization	    	Other	    	Non-GAAP	 	
Net sales	 	$	475,686	 	 	 	 	 	 	 	$	475,686	 	
Gross profit	 	 	176,228	 	2,505	 	 	 	10,075	 	 	188,808	 	
Gross margin	 	 	37.0	%  	 	 	 	 	 	 	 	39.7	%	
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)	 	 	(51,396)	 	24,396	 	35,475	 	8,368	 	 	16,843	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(1.16)	 	 	 	 	 	 	 	$	0.38	 	
Diluted	 	 	(1.16)	 	 	 	 	 	 	 	 	0.38	 	
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	
Accelerated depreciation	 	180	
Asset impairment	 	1,139	
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.

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, 2018	 	December 31, 2017	
GAAP Net income (loss)	 	$	(407,088)	 	$	(51,396)	
Share-based compensation	 	 	16,074	 	 	24,396	
Amortization	 	 	32,351	 	 	35,475	
Restructuring	 	 	7,395	 	 	9,971	
Acquisition related	 	 	2,959	 	 	13,583	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	 	2,516	 	 	9,664	
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	 	 	1,011	 	 	695	
Accelerated depreciation	 	 	1,184	 	 	180	
Asset impairment	 	 	375,172	 	 	1,139	
Interest (income) expense	 	 	18,332	 	 	17,122	
Income tax expense (benefit)	 	 	(26,746)	 	 	(37,594)	
Non-GAAP Operating income (loss)	 	$	23,160	 	$	23,235	
 
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	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Share-based	 	 	 	 	 	 	 	 	 	 	 	 	 	
Guidance for the three months ending March 31, 2019	 	GAAP	 	Compensation	 	Amortization	 	    Other     	 	Non-GAAP	 	
Net sales	    	$	85	    	-	    	$	105	    	 	    	 	    	 	    	$	85	    	-	    	$	105	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	28	 	-	 	 	37	 	 1	 	 —	 	 —	 	 	29	 	-	 	 	38	 	
Gross margin	 	 	33	%  	-	 	 	35	%  	 	 	 	 	 	 	 	34	%  	-	 	 	36	%  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(28)	 	-	 	$	(19)	 	 4	 	 4	 	 6	 	$	(14)	 	-	 	$	(5)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per diluted common share	 	$	(0.59)	 	-	 	$	(0.39)	 	  	 	  	 	  	 	$	(0.30)	 	-	 	$	(0.10)	 	
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, 2019	    	 	 	    	 	    	 	 	
GAAP Net income (loss)	 	$	(28)	 	-	 	$	(19)	
Share-based compensation	 	 	 4	 	-	 	 	 4	
Amortization	 	 	 4	 	-	 	 	 4	
Restructuring	 	 	 2	 	-	 	 	 2	
Interest expense, net	 	 	 4	 	-	 	 	 4	
Income tax expense (benefit)	 	 	 1	 	-	 	 	 1	
Other	 	 	 1	 	-	 	 	 1	
Non-GAAP Operating income (loss)	 	$	(12)	 	-	 	$	(3)	
 
Note: Amounts may not calculate precisely due to rounding.
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, incremental transaction-related compensation, and certain integration costs.
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

Exhibit 99.2
	Veeco Instruments Inc. February 11, 2019 Q4 2018 Conference Call	

	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, 2017 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. Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.2	

	3 CEO Overview William Miller Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Q4 2018 Highlights 4 ▪ Bookings led by Front-End Semiconductor Foundry and EUV Mask Blank Customers ▪ Revenue declined due to significantly lower MOCVD China LED business Q4 Results $112M Bookings $99.0M Revenue ($6.9M) Non-GAAP Operating Loss (16¢) Non-GAAP EPS A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. ▪ Backlog grew to $288M ▪ Ending cash and short-term investments of $261M Q4 2018 Conference Call | © 2019 Veeco Instruments Inc. Focused on Business Transition to Front-End and Compound Semiconductor Markets	

	2019 Growth Opportunities 5 EUV Mask Blanks Ion Beam Deposition Front-End Wafer Processing Laser Annealing Wafer Level Packaging Lithography 3D Sensing / VCSEL MOCVD EUV – Extreme Ultraviolet VCSEL – Vertical Cavity Surface Emitting Laser MOCVD – Metal Organic Chemical Vapor Deposition Front-End Semiconductor Compound Semiconductor Advanced Packaging Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	2019 Focus 6 Innovate technology leadership ▪ Solve tough materials problems ▪ Execute product roadmaps Penetrate market growth ▪ EUV Mask Blanks – Ion Beam Deposition ▪ Leading-Edge Front-End Semiconductor – Laser Anneal ▪ 3D Sensing / VCSEL – MOCVD ▪ Advanced Packaging – Lithography Improve profitability ▪ Improve gross margin ▪ Reduce operating expenses Operate with Discipline to Restore Growth and Profitability Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	7 CFO Financial Review Sam Maheshwari Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Q4 2018 Revenue by Market & Region 8 ROW United States EMEA China 41% 33% 17% 9% LED Lighting, Display & Compound Semi Front-End Semiconductor Scientific & Industrial Advanced Packaging, MEMS & RF Filters $99.0M 22% 14% 50% 14% Q4 2018 Conference Call | © 2019 Veeco Instruments Inc. Revenue by Market Revenue by Region	

	P&L Highlights 9 Q4 Stock Price Decline Drove Non-Cash Goodwill Impairment Charge Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP $ millions (except per share amounts) Q3 18 Q4 18 2018 Q3 18 Q4 18 2018 Revenue $126.8 $99.0 542.1 $126.8 $99.0 542.1 Gross Profit 46.4 35.3 193.7 48.4 35.7 198.5 Gross Margin 36.6% 35.6% 35.7% 38.2% 36.0% 36.6% R&D 23.5 25.0 97.8 22.8 24.1 94.1 SG&A & Other 20.2 21.3 92.4 17.6 18.5 81.1 Asset Impairment -- 122.8 375.2 -- -- -- Operating Income/(Loss) (3.9) (139.0) (415.5) 8.0 (6.9) 23.2 Net Income/(Loss) (9.0) (144.7) (407.1) 5.3 (7.5) 14.2 Earnings/(Loss) Per Share ($0.19) ($3.11) ($8.63) $0.11 ($0.16) 0.30 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Balance Sheet Highlights 10 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Continued Investment in Inventory Related to New Products and Evaluation Units $ millions Q3 18 Q4 18 Cash & Short-Term Investments 266 261 Accounts Receivable 91 67 Inventories 150 156 Accounts Payable 65 40 Long-Term Debt 284 287 Cash Flow from Operations 18 2 DSO (days) 64 61 DOI 173 219 DPO 74 56 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	2019 – Focus on Foundational & Growth Markets 11 ▪ Commodity blue LED business reducing significantly in 2019 ▪ Reduced China revenue going forward ▪ Growth initiatives aligned with multiple megatrends ▪ Foundational businesses remain stable Foundational and Growth Revenue Combined are Expected to Increase in 2019 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	2019 – Growth on a Solid Foundation 12 Key Foundational Businesses ▪ Service Business ▪ Wet Etch & Clean ▪ Data Storage ▪ Universities & Research Labs ▪ Optical Coatings for Industrial, Medical & Military Key Growth Initiatives ▪ EUV Mask Blanks - Ion Beam Deposition ▪ Advanced Front-End Semiconductor – Laser Annealing ▪ 3D Sensing / VCSEL – MOCVD ▪ Advanced Packaging – Lithography Foundational Businesses Generate Cash, Support Growth Initiatives Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Q1 2019 Guidance 13 . A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP Revenue $85M - $105M $85M - $105M Gross Margin 33% - 35% 34% - 36% Net Income (Loss) ($28M)-($19M) ($14M)-($5M) Earnings Per Share ($0.59)-($0.39) ($0.30)-($0.10) Non-GAAP Operating Income (Loss) ($12M)-($3M) Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	14 Q&A Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	15 Reconciliation Tables Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	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, incremental transaction- related compensation, and certain integration costs. 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. 1616 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Supplemental Information—GAAP to Non-GAAP Reconciliation 17 Amounts may not calculate precisely due to rounding. US$ millions Q3 18 Q4 18 2018 Net Sales $126.8 $99.0 $542.1 GAAP Gross Profit 46.4 35.3 193.7 GAAP Gross Margin 36.6% 35.6% 35.7% Add: Release of inventory fair value step-up for purchase accounting 1.4 0.1 2.5 Add: Share-Based Comp 0.5 0.3 1.9 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 0.3 Non-GAAP Gross Profit $48.4 $35.7 $198.5 Non-GAAP Gross Margin 38.2% 36.0% 36.6% US$ millions, except per share amounts Q3 18 Q4 18 2018 GAAP Basic EPS (0.19) (3.11) (8.63) GAAP Diluted EPS (0.19) (3.11) (8.63) GAAP Net Income (Loss) (9.0) (144.7) (407.1) Add: Share-Based Comp 3.3 3.4 16.1 Add: Amortization 4.2 4.2 32.4 Add: Restructuring 1.9 0.7 7.4 Add: Acquisition Related 0.2 0.1 3.0 Add: Release of inventory fair value step-up for purchase accounting 1.4 0.1 2.5 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.2 0.2 1.0 Add: Accelerated Depreciation 0.6 0.6 1.2 Add: Asset Impairment - 122.8 375.2 Add: Non-Cash Interest Expense 3.0 3.0 11.8 Add: Tax Adjustment from GAAP to Non-GAAP (0.5) 2.0 (29.1) Non-GAAP Net Income (Loss) 5.3 (7.5) 14.2 Non-GAAP Basic EPS 0.11 (0.16) 0.30 Non-GAAP Diluted EPS 0.11 (0.16) 0.30 US$ millions Q3 18 Q4 18 2018 GAAP Net Income (Loss) $(9.0) $(144.7) $(407.1) Add: Share-Based Comp 3.3 3.4 16.1 Add: Amortization 4.2 4.2 32.4 Add: Restructuring 1.9 0.7 7.4 Add: Acquisition Related 0.2 0.1 3.0 Add: Release of inventory fair value step-up for purchase accounting 1.4 0.1 2.5 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.2 0.2 1.0 Add: Accelerated Depreciation 0.6 0.6 1.2 Add: Asset Impairment - 122.8 375.2 Add: Interest Expense 4.8 4.5 18.3 Subtract: Tax Expense (Benefit) 0.3 1.2 (26.7) Non-GAAP Operating Income (Loss) $8.0 $(6.9) $23.2 17 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Q4 2018 GAAP to Non-GAAP Reconciliation 18 Amounts may not calculate precisely due to rounding Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $99.0 $99.0 Gross Profit 35.3 0.3 0.1 35.7 Gross Margin 35.6% 36.0% Research and Development 25.0 (0.9) 24.1 Selling, General, and Administrative and Other 21.3 (2.0) (0.7) 18.5 Net Income (Loss) $(144.7) 3.4 4.2 129.5 $(7.5) Income (Loss) Per Common Share: Basic $(3.11) $(0.16) Diluted (3.11) (0.16) Weighted Average Number of Shares: Basic 46.6 46.6 Diluted 46.6 46.6 Other Non-GAAP Adjustments Restructuring 0.7 Acquisition Related 0.1 Release of inventory fair value step-up associated with the Ultratech purchase accounting 0.1 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.2 Accelerated Depreciation 0.6 Asset Impairment 122.8 Non-Cash Interest Expense 3.0 Non-GAAP Tax Adjustment 2.0 Total Other 129.5 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	2018 GAAP to Non-GAAP Reconciliation 19 Amounts may not calculate precisely due to rounding Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $542.1 $542.1 Gross Profit 193.7 1.9 2.8 198.5 Gross Margin 35.7% 36.6% Research and Development 97.8 (3.6) 94.1 Selling, General, and Administrative and Other 92.4 (9.4) (1.9) 81.1 Net Income (Loss) $(407.1) 16.1 32.4 372.9 $14.2 Income (Loss) Per Common Share: Basic $(8.63) $0.30 Diluted (8.63) 0.30 Weighted Average Number of Shares: Basic 47.2 47.2 Diluted 47.2 47.2 Other Non-GAAP Adjustments Restructuring 7.4 Acquisition Related 3.0 Release of inventory fair value step-up associated with the Ultratech purchase accounting 2.5 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 1.0 Accelerated Depreciation 1.2 Asset Impairment 375.2 Non-Cash Interest Expense 11.8 Non-GAAP Tax Adjustment (29.1) Total Other 372.9 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Q1 2019 Guidance GAAP to Non-GAAP Reconciliation 20 Amounts may not calculate precisely due to rounding Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $85–$105 $85–$105 Gross Profit 28–37 1 —— 29–38 Gross Margin 33%–35% 34%–36% Net Income (Loss) $(28)–$(19) 4 4 6 $(14)–$(5) Income (Loss) per Diluted Share $(0.59)–$(0.39) $(0.30)–$(0.10) GAAP Net Income (Loss) $(28)–$(19) Share-Based Compensation 4 Amortization 4 Restructuring 2 Interest Expense, Net 4 Income Tax Expense (Benefit) 1 Other 1 Non-GAAP Operating Income (Loss) $(12)–$(3) Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.	

	Ver:11072018 Thank You Veeco Instruments www.veeco.com