Veeco Reports Financial Results for Fourth Quarter and Year-Ended 2004

Veeco Reports Financial Results for Fourth Quarter and Year-Ended 2004; Completes Internal Investigation of TurboDisc Accounting and Restatement of Nine Month 2004 Results

    Business Editors/Technology Editors

    WOODBURY, N.Y.--(BUSINESS WIRE)--March 16, 2005--Veeco Instruments Inc. (Nasdaq: VECO) today announced its financial results for the fourth quarter and year-ended December 31, 2004, including the restatement of its nine month 2004 results. Veeco also announced that it has completed the internal investigation of improper accounting transactions at its TurboDisc(R) business unit and its year-end audit. The Company's 2004 Annual Report on Form 10-K will be filed on March 16th 2005.
    Veeco reports its results on a GAAP basis, and also provides results excluding certain charges. Investors should refer to the attached table for further details of the reconciliation of GAAP operating loss to earnings excluding certain charges.

    Fourth Quarter 2004 and Full-Year 2004 Highlights

--	Fourth quarter 2004 revenues were $103.0 million, a 34% increase from fourth quarter 2003 revenues of $76.9 million. Veeco's fourth quarter 2004 net loss was $56.0 million (which included a $54.0 million deferred tax allowance), or ($1.88) per share, compared to a net loss of $4.8 million, or ($0.16), per share in the fourth quarter of 2003. Fourth quarter 2004 earnings excluding certain charges were $0.03 per diluted share for both 2004 and 2003.
--	Veeco's fourth quarter 2004 orders were $99.0 million, a 24% sequential increase from the $79.5 million reported in the third quarter of 2004 and up 2% from the $96.8 million reported in the fourth quarter of 2003.
--	Veeco's 2004 revenues were $390.4 million, up 40% from the $279.3 million reported in 2003. Veeco's 2004 net loss was $62.6 million (which included a $54.0 million deferred tax allowance), or $(2.11) per share, compared to a net loss of $9.7 million, or ($0.33) per share, in 2003. Excluding certain charges, Veeco's 2004 earnings per diluted share was $0.12 in 2004, compared to $0.11 in 2003.
--	Veeco's 2004 orders were $420.3 million, a 41% increase over 2003 orders of $297.6 million.

    Internal Accounting Investigation and Restatement of Nine Month Results

    Veeco has completed its internal investigation of improper accounting transactions recorded at its TurboDisc business unit, and Jefferson Wells, a firm retained under the direction of the Audit Committee of Veeco's Board of Directors, has reported the findings of its forensic investigation to Veeco's Audit Committee. The Jefferson Wells report and completion of the work brings to a close the investigation of the TurboDisc unit. Conclusions reached during the investigation included that the improper entries were made by a single individual at TurboDisc whose employment had been terminated prior to the commencement of the investigation.
    The investigation focused principally on the value of inventory, accounts payable and certain liabilities, as well as certain revenue transactions of TurboDisc. The investigation began after Veeco's corporate financial management and internal audit staff discovered improper accounting transactions in the course of a Veeco internal audit. The results of the investigation led to accounting adjustments requiring the restatement of financial statements previously issued for the three quarterly periods and nine months ended September 2004. Below is a summary of Veeco's restated results for each of the first three quarters of 2004 as well as the fourth quarter results that are being announced today:

In millions Q1 2004 Q2 2004 Q3 2004 Q4 2004 2004 (except per share data) (Restated)(Restated)(Restated) ---------------------------------------------------------------------- Revenue $90.9 $99.2 $97.4 $103.0 $390.4 ---------------------------------------------------------------------- Loss before income taxes $(3.9) $(1.8) $(5.3) $(8.9)$(20.0) ---------------------------------------------------------------------- Net loss $(2.7) $(1.7) $(2.2)$(56.0)$(62.6) ---------------------------------------------------------------------- GAAP Loss per share $(0.09) $(0.06) $(0.07)$(1.88)$(2.11) ---------------------------------------------------------------------- EBITA $4.7 $5.0 $0.8 $3.4 $13.9 ---------------------------------------------------------------------- Earnings(loss) per diluted share (EPS) excluding certain charges $0.05 $0.06 ($0.02) $0.03 $0.12 ----------------------------------------------------------------------

    The restatement includes $8.1 million in pre-tax earnings adjustments related to inventory, accruals and accounts payable (estimated on February 11 to be in the range of $5.5-$7.5 million) and $2.1 million in pre-tax earnings adjustments related to revenue recognition issues uncovered during the investigation. The total effect of the restatement was a $10.2 million decrease in pre-tax earnings for the first nine months of 2004. The quarterly impact of the $10.2 million pre-tax decrease to earnings was $2.8 million, $4.3 million and $3.1 million for the three month periods ended March 31, 2004, June 30, 2004 and September 30, 2004, respectively. The revenue impact from the adjustments to previously reported results are $(3.6) million, $(3.6) million and $5.0 million for the three month periods ended March 31, 2004, June 30, 2004, and September 30, 2004, respectively. These revenue adjustments, in the aggregate, do not reduce the total revenue recognized for 2004.
    Additional details and segment reporting data will be available in Veeco's complete restated Form 10-Q reports for the first three quarters of 2004, which will be filed by the end of March 2005.
    Edward H. Braun, Chairman and Chief Executive Officer of Veeco commented, "As previously reported, improper accounting entries were uncovered by Veeco's financial management and internal audit staff and were limited to a single Veeco business unit, TurboDisc, which was acquired in November 2003. Actions have been taken to resolve these accounting issues, including the completion of an independent review, appropriate staffing changes, and transitioning TurboDisc to Veeco's SAP accounting system."
    "Veeco's year-end audit is complete and we are filing our Annual Report on Form 10-K on time. We are committed to maintaining Veeco's long history of solid financial controls and reporting practices. Going forward, our focus is to improve TurboDisc's profitability by lowering its cost of goods, introduction of new products, supply chain management and reduced warranty expense," added Mr. Braun.

    Details of Fourth Quarter 2004 Results

    Veeco reported fourth quarter 2004 revenues of $103.0 million, compared to revenues of $76.9 million in the fourth quarter of 2003, a 34% increase. Veeco's fourth quarter 2004 operating loss was $6.7 million compared to a loss of $6.0 million in the fourth quarter of 2003. Veeco's fourth quarter 2004 net loss was $56.0 million, or ($1.88) per share, compared to a net loss of $4.8 million, or ($0.16), per share in the fourth quarter of 2003. Veeco's fourth quarter 2004 net loss includes a $54.0 million deferred tax valuation allowance, as well as merger, restructuring and other charges, asset impairment charges, write-off of in-process R&D and inventory write-offs of approximately $5.5 million. (see financial tables for details on these charges).
    Veeco's fourth quarter 2004 earnings excluding certain charges before interest, income taxes and amortization ("EBITA") were $3.4 million compared to $3.5 million in the prior year fourth quarter. Excluding certain charges, fourth quarter 2004 earnings per diluted share were $0.03 compared to $0.03 in the fourth quarter of 2003. As previously reported, Veeco's fourth quarter orders were $99.0 million, a 24% sequential increase from the $79.5 million reported in the third quarter of 2004 and a 2% increase from the $96.8 million reported in the fourth quarter of 2003.
    Veeco's fourth quarter 2004 revenues by market were 29% data storage, 15% semiconductor, 25% HB-LED/wireless, and 31% scientific research. Veeco reported revenue growth across all of its markets in 2004 versus 2003. Fourth quarter revenues by region were 41% U.S., 21% Asia Pacific, 19% Europe and 19% Japan.

    Details of Year-End 2004 Results

    Veeco's 2004 revenues were $390.4 million, as compared to $279.3 million in 2003, an increase of 40%. Veeco's 2004 operating loss was $11.6 million, compared to a loss of $9.3 million in 2003. Veeco's 2004 net loss was $62.6 million, or $(2.11) per share, compared to a net loss of $9.7 million, or $(0.33) per share, in 2003. This net loss includes previously described merger and restructuring expenses and a valuation allowance for deferred tax assets. Veeco's 2004 EBITA was $13.9 million excluding certain charges, compared to $13.0 million in 2003, an increase of 6%. Excluding certain charges, Veeco's 2004 earnings per diluted share was $0.12 in 2004, compared to $0.11 in 2003. As previously reported, Veeco's 2004 orders were $420.3 million, a 41% increase over 2003 orders of $297.6 million.
    Veeco's 2004 sales by product were 58% process equipment and 42% metrology. 2004 sales by market were 32% data storage, 25% HB-LED/wireless, 14% semiconductor and 29% scientific research, and by region were 37% U.S., 18% Europe, 28% Asia Pacific, 17% Japan.

    Management Overview and Outlook

    Edward H. Braun, Chairman and CEO of Veeco commented, "2004 was a growth year for Veeco with revenues and orders both up 40% from the prior year. Revenues increased in all our core markets, with particular strength in LED/wireless, data storage and semiconductor. In addition, market conditions improved for Veeco during the fourth quarter, with orders up 24% sequentially to $99 million, driven primarily by increased capital spending from our data storage and semiconductor customers. We are well positioned to benefit from the growth of new wireless digital consumer electronic products based on the convergence of embedded data storage, high-brightness LED backlit displays and semiconductor technology."
    "In the fourth quarter, we completed significant cost reduction steps to improve our overall profitability. Our 2005 focus is to improve our profitability across our Process Equipment and Metrology product lines and to position Veeco for what we currently believe are strong growth opportunities in 2006 and beyond. We possess leadership technologies and strong strategic customer relationships across multiple growth market opportunities."

    Outlook

    Veeco currently expects first quarter 2005 revenues in the range of $85-90 million, unchanged from guidance provided on February 11, 2005. First quarter orders, which were forecasted to be between $85-90 million on February 11, 2005, are now expected to be at the high-end of that range. The Company currently expects to report a first quarter 2005 GAAP loss in the range of $(0.15) to $(0.13) per share. Excluding amortization, Veeco's first quarter earnings per diluted share are expected to be between $0.00 and $0.02 using a 35% tax rate.

    Investor Conference Call/ Webcast

    Veeco will host a conference call at 1:00 pm Eastern Time today at 1-800-818-5264. The call will also be webcast live on the Veeco Website at www.veeco.com. A replay of the call will be available until March 23, 2005 at 888-203-1112 or 719-457-0820 using confirmation code 260546 for access, or on the Veeco website.

    About Veeco

    Veeco Instruments Inc. provides solutions for nanoscale applications in the worldwide semiconductor, data storage, compound semiconductor/wireless and scientific research markets. Our Metrology products are used to measure at the nanoscale and our Process Equipment tools help create nanoscale devices. Veeco's manufacturing and engineering facilities are located in New York, New Jersey, California, Colorado, Arizona and Minnesota. Global sales and service offices are located throughout the United States, Europe, Japan and Asia Pacific. Additional information on Veeco can be found at http://www.veeco.com/.

    To the extent that this news release discusses expectations about market condition, market acceptance and future sales of Veeco's products, Veeco's future financial performance or disclosures, 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 challenges of continuing weakness in end market conditions and the cyclical nature of the compound semiconductor/wireless, data storage, semiconductor and research markets, risks associated with integrating acquired businesses and the acceptance of new products by individual customers and by the marketplace and other factors discussed in the Business Description and Management's Discussion and Analysis sections of Veeco's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K.

Veeco Instruments Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share data)

Three months ended Year ended December 31, December 31, (Unaudited) (Audited)

2004 2003 2004 2003 -------------------- -------------------

Net sales $102,967 $76,949 $390,443 $279,321 Cost of sales 64,377 44,234 238,686 152,307 -------------------- ------------------- Gross profit 38,590 32,715 151,757 127,014

Costs and expenses: Selling, general and administrative expense 21,346 17,969 82,511 67,986 Research and development expense 14,821 13,361 58,338 48,868 Amortization expense 4,657 4,237 18,465 13,800 Other income, net (505) (469) (977) (1,218) Asset impairment charge 816 - 816 - Merger, restructuring and other expenses 3,562 2,142 3,562 5,403 Write-off of purchased in- process technology 600 1,500 600 1,500 -------------------- -------------------

Operating loss (6,707) (6,025) (11,558) (9,325)

Interest expense, net 2,239 2,108 8,470 7,811 -------------------- -------------------

Loss before income taxes (8,946) (8,133) (20,028) (17,136)

Income tax provision (benefit) 47,069 (3,333) 42,527 (7,389) -------------------- ------------------- Net loss ($56,015) ($4,800) ($62,555) ($9,747) ==================== ===================

Loss per common share: Net loss per common share ($1.88) ($0.16) ($2.11) ($0.33) Diluted net loss per common share ($1.88) ($0.16) ($2.11) ($0.33)

Weighted average shares outstanding 29,718 29,316 29,650 29,263 Diluted weighted average shares outstanding 29,718 29,316 29,650 29,263

Veeco Instruments Inc. and Subsidiaries Reconciliation of operating loss to earnings excluding certain charges (In thousands, except per share data) (Unaudited)

Three months ended Tweleve months ended December 31, December 31, 2004 2003 2004 2003 ------------------- --------------------

Operating loss ($6,707) ($6,025) ($11,558) ($9,325)

Adjustments:

Amortization expense 4,657 4,237 18,465 13,800

Asset impairment charge 816 (1) - 816 (1) -

Write-off of inventory 500 (2) - 500 (2) -

Merger and Restructuring expense 3,562 (3) 2,142 (4) 3,562 (3) 5,403 (5)

Purchase accounting adjustments - 1,664 (6) 1,498 (6) 1,664 (6)

Write-off of purchased in-process technology 600 (7) 1,500 (8) 600 (7) 1,500 (8) -------- -------- --------- --------

Earnings excluding certain charges before interest, income taxes and amortization ("EBITA") 3,428 3,518 13,883 13,042

Interest expense, net 2,239 2,108 8,470 7,811 -------- -------- --------- --------

Earnings excluding certain charges before income taxes 1,189 1,410 5,413 5,231

Income tax provision at 35% 416 493 1,895 1,831

-------- -------- --------- -------- Earnings excluding certain charges $773 $917 $3,518 $3,400 ======== ======== ========= ========

Earnings excluding certain charges per diluted share $0.03 $0.03 $0.12 $0.11

Diluted weighted average shares outstanding 30,111 29,929 30,143 29,600

(1) The $0.8 million asset impairment charge for fourth quarter and full year 2004 related to the consolidation of the Aii and MTI business and pertained to certain long-lived assets that were classified as held for sale as of December 31, 2004.

(2) The $0.5 million inventory write-off for the fourth quarter and year ended December 31, 2004 was taken in conjunction with the Aii and MTI consolidation due to certain product overlaps. This charge was included in the cost of sales in the accompanying consolidated statements of operations.

(3) The $3.6 million merger and restructuring charge for the fourth quarter and year ended December 31, 2004 consisted of $2.8 million of personnel severance costs and $0.8 million for the internal investigation of improper accounting transactions at the TurboDisc business unit.

(4) The $2.1 million merger and restructuring charge in the fourth quarter of 2003 is comprised of $1.5 million in severance and business relocation costs and $0.6 million in merger related expenses.

(5) The $5.4 million merger and restructuring charge for the year ended December 31, 2003 is comprised of $4.8 million in severance and business relocation costs and $0.6 million in merger related expenses.

(6) The $1.7 million in purchase accounting adjustments for the fourth quarter and year ended December 31, 2003 and the $1.5 million in purchase accounting adjustments for the year ended December 31, 2004 is for the required adjustments to gross profit to reflect the required capitalization of profit in inventory and permanent elimination of certain deferred revenue from the TurboDisc and Aii acquisitions.

(7) The $0.6 million write-off of purchased in-process technology for the fourth quarter and year ended December 31, 2004 is comprised of a $0.6 million write-off from the MTI acquisition.

(8) The $1.5 million write-off of purchased in-process technology for the fourth quarter and year ended December 31, 2003 is comprised of a $1.0 million write-off from the Aii acquisition and a $0.5 million write-off from the Turbodisc acquisition.

NOTE - The above reconciliation is intended to present Veeco's operating results, excluding certain charges and providing income taxes at a 35% statutory rate. This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States, and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on EBITA, which is the primary indicator used by management to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes EBITA reports baseline performance and thus provides useful information.

Veeco Instruments Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands) December December 31, 31, 2004 2003 --------- --------- ASSETS Current assets: Cash and cash equivalents $100,276 $106,830 Accounts receivable, net 85,914 69,890 Inventories 110,643 97,622 Prepaid expenses and other current assets 9,039 15,823 Deferred income taxes 3,096 24,693 --------- --------- Total current assets 308,968 314,858

Property, plant and equipment, net 73,513 72,742 Goodwill 94,645 72,989 Long-term investments 3,541 12,376 Deferred income taxes - 18,136 Other assets, net 96,246 105,363 --------- --------- Total assets $576,913 $596,464 ========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $25,476 $19,603 Accrued expenses 63,438 31,616 Deferred profit 1,196 2,140 Current portion of long-term debt 354 333 Income taxes payable 1,702 3,700 --------- --------- Total current liabilities 92,166 57,392

Long-term debt 229,581 229,935 Other non-current liabilities 2,814 2,808 --------- --------- Total non-current liabilities 232,395 232,743

Shareholders' equity 252,352 306,329 --------- --------- Total liabilities and shareholders' equity $576,913 $596,464 ========= =========

Veeco Instruments Inc. and Subsidiaries Selected Consolidated Financial Data (In thousands, except per share data) (Unaudited)

Restatement of Quarterly Information

The table set forth below shows the adjustments to the quarterly information that was previously filed on the Quarterly Reports on Form 10-Q for each of the three month periods ended March 31, 2004, June 30,2004, and September 30, 2004.

Q1 2004 Adjust- Q1 2004 as ments restated filed (1) -----------------------------

Net sales $94,487 ($3,624) $90,863 Cost of sales 54,649 (584) 54,065 ----------------------------- Gross profit 39,838 (3,040) 36,798 Costs and expenses 38,767 (240) 38,527 ----------------------------- Operating income (loss) 1,071 (2,800) (1,729) Interest expense, net 2,199 - 2,199 ----------------------------- (Loss) income before income taxes (1,128) (2,800) (3,928) Income tax (benefit) provision (424) (794) (1,218) ----------------------------- Net loss ($704) ($2,006) ($2,710) =============================

Loss per common share: Net loss per common share ($0.02) ($0.07) ($0.09) ============================= Weighted average shares outstanding 29,569 29,569 Diluted weighted average shares outstanding 29,569 29,569

Q2 2004 Adjust- Q2 2004 as filed ments restated (2) ------------------------------ Net sales $102,884 ($3,638) $99,246 Cost of sales 57,541 790 58,331 ------------------------------ Gross profit 45,343 (4,428) 40,915 Costs and expenses 40,647 (152) 40,495 ------------------------------ Operating income (loss) 4,696 (4,276) 420 Interest expense, net 2,239 - 2,239 ------------------------------ (Loss) income before income taxes 2,457 (4,276) (1,819) Income tax (benefit) provision 876 (1,038) (162) ------------------------------ Net loss $1,581 ($3,238) ($1,657) ============================== Loss per common share: Net loss per common share $0.05 ($0.11) ($0.06) ============================== Weighted average shares outstanding 29,649 29,649 Diluted weighted average shares outstanding 29,649 29,649

Q3 2004 Adjust- Q3 2004 as filed ments restated (3) ----------------------------- Net sales $92,367 $5,000 $97,367 Cost of sales 53,634 8,279 61,913 ----------------------------- Gross profit 38,733 (3,279) 35,454 Costs and expenses 39,145 (149) 38,996 ----------------------------- Operating income (loss) (412) (3,130) (3,542) Interest expense, net 1,793 - 1,793 ----------------------------- (Loss) income before income taxes (2,205) (3,130) (5,335) Income tax (benefit) provision (750) (2,412) (3,162) ----------------------------- Net loss ($1,455) ($718) ($2,173) ============================= Loss per common share: Net loss per common share ($0.05) ($0.02) ($0.07) ============================= Weighted average shares outstanding 29,670 29,670 Diluted weighted average shares outstanding 29,670 29,670

1. The $3.6 million reduction in revenue principally results from revenue recognition adjustments for certain system shipments. In each case, the revenue for these systems was recognized in the following quarter. The $0.6 million decrease in cost of sales results from a $2.5 million decrease due to the revenue recognition adjustments described above, partially offset by $1.9 million in adjustments principally to inventory, accounts payable and certain accrued expenses. The decrease in costs and expenses of $0.2 million principally relates to the over accrual of certain operating expenses. The $0.8 million adjustment to income tax benefit is to reflect the tax benefit resulting from the pre-tax adjustments.

2.The $3.6 million net reduction in revenue principally results from revenue recognition adjustments for certain shipments. Approximately $7.2 million of revenue that was previously recognized in the second quarter of 2004 was reversed and properly recognized in the third quarter of 2004, which was partially offset by revenue of $3.6 million that was previously recognized in the first quarter that was reversed and properly recognized in the second quarter of 2004. The $0.8 million increase in cost of sales results from $3.2 million of adjustments in inventory, accounts payable, and accrued expenses, partially offset by a $2.4 million cost of sales reduction related to the $3.6 million net reduction in revenues. The decrease in costs and expenses of $0.2 million principally relates to the over accrual of certain operating expenses. The $1.0 million adjustment to the income tax provision is to reflect the tax benefit resulting from the pre-tax adjustments.

3.The $5.0 million increase in revenue principally relates to revenue recognition adjustments for certain system shipments. Approximately $7.2 million of revenue, previously recognized in the second quarter of 2004, was reversed and properly recognized in the third quarter of 2004, which was partially offset by $2.2 million of revenue that was previously recognized in the third quarter that was reversed and properly recognized in the fourth quarter of 2004. The $8.3 million increase in cost of sales results from a $3.8 million increase related to the net increase in revenues and the balance of $4.5 million resulting from adjustments in inventory, accounts payable and accrued expenses. The decrease in costs and expenses of $0.1 million principally relates to the over accrual of certain operating expenses. The $2.4 million adjustment to the income tax benefit is to reflect the tax benefit resulting from the pretax adjustments.

Veeco Instruments Inc. and Subsidiaries Reconciliation of operating (loss) income to earnings (loss) excluding certain charges (In thousands, except per share data) (Unaudited)

Q1 2004 Q2 2004 Q3 2004 Adjusted Adjusted Adjusted -------- -------- --------

Operating (loss) income (1,729) 420 (3,542)

Adjustments:

Amortization expense 4,896 4,575 4,336

Purchase accounting adjustments 1,498 (1) - - -------- -------- --------

Earnings excluding certain charges before interest, income taxes and amortization ("EBITA") 4,665 4,995 794

Interest expense, net 2,199 2,239 1,793 -------- -------- --------

Earnings (loss) excluding certain charges before income taxes 2,466 2,756 (999)

Income tax provision (benefit) at 35% 863 965 (350)

-------- -------- -------- Earnings (loss) excluding certain charges $1,603 $1,791 ($649) ======== ======== ========

Earnings (loss) excluding certain charges per diluted share $0.05 $0.06 ($0.02)

Diluted weighted average shares outstanding 30,324 29,649 29,670

(1) The $1.5 million in purchase accounting adjustments for the first quarter of 2004 is for the required adjustments to gross profit to reflect the required capitalization of profit in inventory and permanent elimination of certain deferred revenue from the TurboDisc and Aii acquisitions.

NOTE - The above reconciliation is intended to present Veeco's operating results, excluding certain charges and providing income taxes at a 35% statutory rate. This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States, and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on EBITA, which is the primary indicator used by management to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes EBITA reports baseline performance and thus provides useful information.

--30--BS/ny*

CONTACT: Veeco Instruments Inc. Investor Relations and Corporate Communications: Debra Wasser, 516-677-0200 x 1472

KEYWORD: NEW YORK INDUSTRY KEYWORD: HARDWARE SOFTWARE EARNINGS CONFERENCE CALLS SOURCE: Veeco Instruments Inc.

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