INDEX
| PART I | 5 |
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| Item 1. Business | 5 |
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| Item 1A. Risk Factors | 13 |
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| Item 1B. Unresolved Staff Comments | 33 |
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| Item 1C. Cybersecurity | 33 |
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| Item 2. Properties | 35 |
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| Item 3. Legal Proceedings | 35 |
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| Item 4. Mine Safety Disclosures | 35 |
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| PART II | 36 |
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| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 36 |
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| Stock Performance Graph | 37 |
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| Item 6. [Reserved] | 37 |
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| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 38 |
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| Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 47 |
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| Item 8. Financial Statements and Supplementary Data | 47 |
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| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 48 |
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| Item 9A. Controls and Procedures | 48 |
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| Item 9B. Other Information | 50 |
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| PART III | 50 |
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| Item 10. Directors, Executive Officers and Corporate Governance | 50 |
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| Item 11. Executive Compensation | 50 |
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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 50 |
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| Item 13. Certain Relationships and Related Transactions, and Director Independence | 50 |
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| Item 14. Principal Accounting Fees and Services | 50 |
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| PART IV | 51 |
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| Item 15. Exhibits, Financial Statement Schedules | 51 |
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| SIGNATURES | 56 |
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This Annual Report on Form 10-K (“Form 10-K”) contains certain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, relating to Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” the “Company,” “Registrant,” “we,” “our,” or “us,” unless the context indicates otherwise) that are based on management’s expectations, estimates, projections, and assumptions. When used in this Form 10-K, words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates,” and variations of these words and similar expressions are intended to identify forward-looking statements. Discussions containing such forward-looking statements may be found in Part I, Items 1 and 3, Part II, Items 7 and 7A hereof, as well as within this Form 10-K generally. Forward-looking statements in this discussion include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for the current and future periods, and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation:
| ● | Changes in U.S. and foreign trade policies, including the imposition of heightened tariffs, together with the prospect of additional foreign and domestic trade restrictions; |
| ● | Risks associated with operating a global business, including ongoing trade disputes between the U.S. and China; |
| ● | An inability to obtain required export licenses for the sale of our products; |
| ● | Unfavorable market conditions; |
| ● | Significant third party competition; |
| ● | Risks associated with operating in industries characterized by rapid technological change; |
| ● | Our dependency on the demand for consumer electronic products and automobiles; |
| ● | Our concentrated customer base; |
| ● | The cyclicality of the industries we serve; |
| ● | A failure to estimate customer demand accurately; |
| ● | Our reliance on a limited number of suppliers, some of whom are our sole source for particular components; |
| ● | A failure to successfully manage our outsourcing activities or a failure of our outsourcing partners to perform as anticipated; |
| ● | The timing of our orders, shipments, and revenue recognition; |
| ● | Our long and unpredictable sales cycles; |
| ● | Customer order cancellations or modifications; |
| ● | Risks associated with business combinations, acquisitions, strategic investments and divestitures; |
| ● | Risks associated with global regulatory requirements; |
| ● | Disruptions in our information technology systems or data security incidents; |
| ● | An inability to effectively enforce and protect our intellectual property rights; |
| ● | Claims of intellectual property infringement by others; |
| ● | Tightening credit markets; |
| ● | Foreign currency exchange risks; |
| ● | Asset impairment charges; |
| ● | Changes in accounting pronouncements or taxation rules, practices, or rates; |
| ● | Restrictions, covenants and repurchase provisions appearing in our current debt facilities; |
| ● | Possible impairment to our ability to utilize our research and development credits carryforwards caused by the issuance of common stock upon the conversion of the 2029 Convertible Senior Notes; |
| ● | Delays in or failure to complete the Merger (as defined herein), whether due to an inability by either party to satisfy one or more conditions to closing, including an inability to obtain certain regulatory approvals, the occurrence of events or changes in circumstances that give rise to the termination of the Merger Agreement (as defined herein) by either party, or otherwise; |
| ● | Risks related to the pendency of the Merger and its effect on our business, financial condition, results of operations, cash flow and stock price; |
| ● | An inability to attract, retain, and motivate employees, including as a result of the Merger; |
| ● | Diversion of management time and attention from ordinary course business operations to the Merger and other potential disruptions to our business relating thereto; |
| ● | Risks associated with non-compliance with environmental, health, and safety regulations; |
| ● | Environmental, social and governance goals, strategies and requirements which could be costly to implement and which expose us to risks associated with failures to comply; |
| ● | Measures adopted by Veeco which may have anti-takeover effects or which may make an acquisition of our Company by another company more difficult; and |
| ● | Other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q, and 8-K, including those included in Item 1A, "Risk Factors" of this Form 10-K, and from time-to-time in our other SEC reports. |
All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this filing or, in the case of any document referenced herein or incorporated by reference, the date of that document. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this filing.
