8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 26, 2010

VEECO INSTRUMENTS INC.(Exact name of registrant as specified in its charter)

Delaware	0-16244	11-2989601
(State or other jurisdiction of incorporation)	(Commission File Number)	(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))

Section 2 - Financial Information

Item 2.02   Results of Operations and Financial Condition.

On April 26, 2010, Veeco Instruments Inc. (Veeco) issued a press release announcing its financial results for the quarter ended March 31, 2010.  In connection with the release and the related conference call, Veeco posted a presentation relating to its first quarter 2010 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.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco Instruments Inc. dated April 26, 2010
99.2	Veeco Instruments Inc. Q1 2010 Highlights dated April 26, 2010

The information in this report, including exhibits 99.1 and 99.2, 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.

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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.

	VEECO INSTRUMENTS INC.
April 26, 2010	By:	/s/ Gregory A. Robbins
		Gregory A. Robbins
		Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Veeco Instruments Inc. dated April 26, 2010
99.2	Veeco Instruments Inc. Q1 2010 Highlights dated April 26, 2010

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EX-99.1

Exhibit 99.1

NEWS

Veeco Instruments Inc., Terminal Drive, Plainview,  NY 11803 Tel. 516-677-0200 Fax. 516-677-0380

FOR IMMEDIATE RELEASE

Financial Contact: Debra Wasser, SVP Investor Relations & Corporate Communications, 516-677-0200 x1472

Media Contact:  Fran Brennen, Senior Director Marcom, 516-677-0200 x1222

VEECO ANNOUNCES FIRST QUARTER 2010 FINANCIAL RESULTS

Plainview, NY, April 26, 2010 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the first quarter ended March 31, 2010. Veeco reports its results on a generally accepted accounting principles (“GAAP”) basis, and also provides results excluding certain items. Please refer to the attached table for details of the reconciliation between GAAP operating results and Non-GAAP operating results.

GAAP Results ($M except EPS)

	Q1 ‘10		Q1 ‘09
Revenues	$	163.2	$	62.8
Net income (loss)	$	26.0	$	(20.9	)
EPS	$	0.62	$	(0.66	)

Non-GAAP Results ($M except EPS)

	Q1 ‘10		Q1 ‘09
EBITA	$	32.8	$	(9.7	)
EPS	$	0.49	$	(0.22	)

John R. Peeler, Veeco’s Chief Executive Officer, commented, “We are pleased to report these excellent first quarter results, with record revenue of $163 million, an increase of 160% from last year and 12% sequentially. We are executing well, with revenues and profitability increasing sequentially in all three Veeco businesses.  EBITA was a record $32.8 million, or 20% of sales, resulting in record quarterly GAAP EPS of $0.62 per share and non-GAAP EPS of $0.49 per share. Veeco generated $42 million in cash from operations during the first quarter.”

“Veeco’s first quarter bookings were $268 million, another record for the Company,” continued Mr. Peeler. “LED & Solar orders were a record $212 million, up 20% sequentially, driven by accelerating orders for TurboDisc® Metal Organic Chemical Vapor Deposition (MOCVD) Systems. We continued to see strong MOCVD demand as an expanding LED customer list ramps production for laptop and TV backlighting, as well as for general illumination. Data Storage and Metrology orders were $26 million and $30 million respectively, each significantly better than the same period a year ago but down on a sequential basis.”  Veeco’s Q1 ‘10 book-to-bill ratio was 1.64, with a record backlog of $502 million at the end of the quarter.

Outlook

Regarding Veeco’s outlook, Mr. Peeler commented, “We continue to see strong momentum in our LED business.  We believe our TurboDisc K465i™ MOCVD System has hit the market at the right time, offering high productivity and best-in-class yields. As a result, Veeco has been gaining share and winning business at many of the world’s top LED manufacturers. To date, second quarter business patterns remain extremely strong, with multi-tool system orders being quoted at a large number of customers.  In fact, several key Asian customers have already booked sizeable orders in April. We continue to increase our MOCVD manufacturing capacity, with a goal to ship more than 75 systems this quarter.  We are currently planning to further build capacity to ship more than 100 and 120 systems in the third and fourth quarters, respectively. Our highest priority is to satisfy our customers with on-time deliveries and world-class customer support of their manufacturing ramps.”

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Mr. Peeler concluded, “In 2010, our Data Storage business will perform well as customers invest in capacity additions and next-generation recording head technology.  In Metrology we are winning in the market due to our new AFM products such as Dimension ICON®, BioScope™ Catalyst™ and the MultiMode® 8, and our recently introduced NPFlex Optical Profiler.  In the first quarter we also introduced another new optical profiler, the NT9080 and the Dimension® Edge™ AFM. We currently expect both of these businesses to gain share and grow revenue and profits in 2010.”

Q2’10 Guidance

Veeco’s second quarter 2010 revenue is currently forecasted to be between $220 to $240 million.  Earnings per share are currently forecasted to be between $1.02 to $1.20 on a GAAP basis and $0.78 to $0.90 on a non-GAAP basis. Please refer to the attached financial tables for more details.

Conference Call Information

Veeco will host a conference call reviewing these results at 5:00pm today at 877-675-4756 (toll-free) or 719-325-4838 using passcode 8449787. The call will also be webcast live at www.veeco.com.  A replay of the call will be available beginning at 8:00pm tonight through midnight on May 10, 2010 at 888-203-1112 or 719-457-0820 using passcode 8449787, or on the Veeco website. A slide presentation reviewing these results has also been posted on our website.

About Veeco

Veeco Instruments Inc. designs, manufactures, markets and services enabling solutions for customers in the HB-LED, solar, data storage, semiconductor, scientific research and industrial markets. We have leading technology positions in our three businesses: LED & Solar Process Equipment, Data Storage Process Equipment, and Metrology Instruments. Veeco’s product development, marketing, engineering and manufacturing facilities are located in New York, New Jersey, California, Colorado, Arizona, Massachusetts and Minnesota. Global sales and service offices are located throughout the U.S., Europe, Japan and Asia Pacific. http://www.veeco.com/

To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2009 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-

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Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three months ended
	March 31,
	2010			2009
Net sales	$	163,231		$	62,849
Cost of sales	92,882			42,467
Gross profit	70,349			20,382
Operating (income) expenses:
Selling, general and administrative	23,420			18,607
Research and development	16,440			12,886
Amortization	1,685			1,829
Restructuring	(179		)	4,431
Other, net	(153		)	1,486
Total operating expenses	41,213			39,239
Operating income (loss)	29,136			(18,857		)
Interest expense, net	1,782			1,709
Income (loss) before income taxes	27,354			(20,566		)
Income tax provision	1,310			378
Net income (loss) including noncontrolling interest	26,044			(20,944		)
Net loss attributable to noncontrolling interest	—			(42		)
Net income (loss) attributable to Veeco	$	26,044		$	(20,902	)
Income (loss) per common share attributable to Veeco:
Basic	$	0.67		$	(0.66	)
Diluted	$	0.62		$	(0.66	)
Weighted average shares outstanding:
Basic	38,784			31,515
Diluted	42,269			31,515

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Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	March 31,		December 31,
	2010		2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	194,047	$	148,589
Short-term investments	155,500		135,000
Accounts receivable, net	89,828		84,358
Inventories, net	84,959		77,564
Prepaid expenses and other current assets	10,238		7,819
Deferred income taxes	3,029		3,105
Total current assets	537,601		456,435
Property, plant and equipment, net	56,968		59,389
Goodwill	59,422		59,422
Other assets, net	27,656		30,126
Total assets	$	681,647	$	605,372
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	35,836	$	29,112
Accrued expenses	117,375		106,445
Deferred profit	6,362		2,520
Income taxes payable	1,341		829
Current portion of long-term debt	216		212
Total current liabilities	161,130		139,118
Deferred income taxes	5,039		5,039
Long-term debt	101,649		100,964
Other non-current liabilities	717		1,192
Total non-current liabilities	107,405		107,195
Equity	413,112		359,059
Total liabilities and equity	$	681,647	$	605,372

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Veeco Instruments Inc. and Subsidiaries

Reconciliation of operating income (loss) to earnings (loss) excluding certain items

(In thousands, except per share data)

(Unaudited)

	Three months ended
	March 31,
	2010			2009
Operating income (loss)	$	29,136		$	(18,857	)
Adjustments:
Amortization	1,685			1,829
Equity-based compensation	2,170			1,398
Restructuring	(179		) (1)	4,431		(2)
Inventory write-off	—			1,526		(3)
Earnings (loss) before interest, income taxes and amortization excluding certain items (“EBITA”)	32,812			(9,673		)
Interest expense, net	1,782			1,709
Adjustment to add back non-cash portion of interest expense	(741		) (4)	(699		) (4)
Earnings (loss) excluding certain items before income taxes	31,771			(10,683		)
Income tax provision (benefit) at 35%	11,120			(3,739		)
Earnings (loss) excluding certain items	20,651			(6,944		)
Loss attributable to noncontrolling interest, net of income tax benefit at 35%	—			(27		)
Earnings (loss) excluding certain items attributable to Veeco	$	20,651		$	(6,917	)
Earnings (loss) excluding certain items per diluted share attributable to Veeco	$	0.49		$	(0.22	)
Diluted weighted average shares outstanding	42,269			31,515

(1) During the first quarter of 2010, we recorded a restructuring credit of $0.2 million associated with a change in estimate.

(2) During the first quarter of 2009, we recorded a restructuring charge of $4.4 million, consisting primarily of personnel severance and related costs.

(3) During the first quarter of 2009, we recorded a $1.5 million inventory write-off in our Data Storage Process Equipment segment associated with the discontinuance of certain products.  This charge was included in cost of sales in our GAAP statement of operations.

(4) Adjustment to exclude non-cash interest expense on convertible subordinated notes.

NOTE - The above reconciliation is intended to present Veeco’s operating results, excluding certain items 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 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.

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Veeco Instruments Inc. and Subsidiaries

Reconciliation of operating income to earnings excluding certain items

(In thousands, except per share data)

(Unaudited)

	Guidance for the three
	months ending June 30, 2010
	LOW			HIGH
Operating income	$	48,710		$	57,134
Adjustments:
Amortization	1,674			1,674
Equity-based compensation	3,085			3,085
Earnings before interest, income taxes and amortization excluding certain items (“EBITA”)	53,469			61,893
Interest expense, net	1,699			1,699
Adjustment to add back non-cash portion of interest expense	(760		) (1)	(760		) (1)
Earnings excluding certain items before income taxes	52,530			60,954
Earnings tax expense at 35%	18,386			21,334
Earnings excluding certain items	$	34,144		$	39,620
Earnings per diluted share excluding certain items	$	0.78		$	0.90
Diluted weighted average shares outstanding	44,000			44,000

(1) Adjustment to exclude non-cash interest expense on convertible subordinated notes.

NOTE - The above reconciliation is intended to present Veeco’s operating results, excluding certain items 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 earnings before interest, income taxes and amortization excluding certain items (“EBITA”), which is the primary indicator used 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.

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Veeco Instruments Inc. and Subsidiaries

Segment Bookings, Revenues, and Reconciliation

of Operating income (loss) to EBITA (loss)**

(In thousands)

(Unaudited)

	Three months ended
	March 31,
	2010			2009
LED & Solar Process Equipment
Bookings	$	211,663		$	28,521
Revenues	$	111,504		$	22,202
Operating income (loss)	$	28,554		$	(5,377	)
Amortization	796			775
Equity-based compensation	467			156
Restructuring	—			734
EBITA (loss)**	$	29,817		$	(3,712	)
Data Storage Process Equipment
Bookings	$	26,373		$	7,818
Revenues	$	23,245		$	16,905
Operating income (loss)	$	2,778		$	(5,201	)
Amortization	383			405
Equity-based compensation	215			252
Restructuring	(179		)	1,386
Inventory write-off	—			1,526
EBITA (loss)**	$	3,197		$	(1,632	)
Metrology
Bookings	$	29,808		$	16,711
Revenues	$	28,482		$	23,742
Operating income (loss)	$	2,181		$	(5,642	)
Amortization	447			577
Equity-based compensation	304			236
Restructuring	—			2,124
EBITA (Loss)**	$	2,932		$	(2,705	)
Unallocated Corporate
Operating loss	$	(4,377	)	$	(2,637	)
Amortization	59			72
Equity-based compensation	1,184			754
Restructuring	—			187
Loss **	$	(3,134	)	$	(1,624	)
Total
Bookings	$	267,844		$	53,050
Revenues	$	163,231		$	62,849
Operating income (loss)	$	29,136		$	(18,857	)
Amortization	1,685			1,829
Equity-based compensation	2,170			1,398
Restructuring	(179		)	4,431
Inventory write-off	—			1,526
EBITA (loss)**	$	32,812		$	(9,673	)

** Refer to footnotes on ‘Reconciliation of operating income (loss) to earnings (loss) excluding certain items’ for further details.

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EX-99.2

Exhibit 99.2

Q1 2010 Highlights April 26, 2010

Q1’10 Highlights

First Quarter 2010: Continued Strong Performance & Record Results Revenue was $163.2 million, up 160% compared to $62.8 million in Q1’09. Revenue increased 12% sequentially. Bookings were $267.8 million, up over 400% from prior year and 2% sequentially. Surpassing our prior quarterly record level of $262.2 million March 31 backlog was a record $502 million. Net income was $26.0 million, or $0.62 per share, compared to net loss of ($20.9) million, or ($0.66) per share, in Q1’09. Veeco’s earnings per share, excluding certain items, was $0.49 compared to a loss per share of ($0.22) in Q1’09. All three Veeco businesses improved revenue and profitability on a sequential basis.

First Quarter 2010: Continued Strong Performance & Record Results (continued) Operating expenses - $39.7 million Continued strong OPEX management Q1’10 OPEX @ 24% of sales Q1’10 gross margins were 43%, in-line with guidanceEBITA profit at 20%, top of guidance range. Company generated $42 million in operating cash flow in Q1’10.

Q1 2010 Financial Highlights ($0.22) $0.41 $0.49 Non-GAAP EPS (Loss) ($9.7) $25.1 $32.8 EBITA (Loss) ($18.9) $20.5 $29.1 Operating Income (Loss) 34.9% 45.0% 43.1% Gross Margin $62.8 $146.4 $163.2 Revenues $53.1 $262.2 $267.8 Orders Q1’09 Q4’09 Q1’10 ($M except GM & EPS) See reconciliation to GAAP at end of presentation

LED & Solar Grows As Percentage of Veeco: First Quarter Results LED & Solar Process Equipment Data Storage Process Equipment LED & Solar Process Equipment Data Storage Process Equipment (69%) (17%) (79%) (10%) (11%) Q1 10 Revenues ($M) $163 Million Q1 10 Bookings ($M) $268 Million Metrology Metrology (14%) Q1’10 Book-to-Bill: 1.64 $30 $212 $26 $23 $112 $28

Q1 ‘10 Segment Performance (Sequential Change) $32.8 (3.1) 2.9 3.2 $29.8 Q1 ’10 +31% $25.1 +12% $146.4 $163.2 +2% $262.2 $267.8 Veeco Total - (4.5) -- -- -- -- Unallocated Corporate +107% 1.4 +5% 27.3 28.5 -8% 32.4 29.8 Metrology +166% 1.2 +10% 21.0 23.2 -50% 53.1 26.4 Data Storage EBITA Revenue Bookings $176.7 Q4 ‘09 $111.5 Q1 ‘10 $98.1 Q4 ‘09 +14% Change $27.0 Q4 ‘09 +10% +20% $211.7 LED & Solar Change Change Q1 ‘10 $M See reconciliation to GAAP at end of presentation

Record Q1 ’10 Bookings Q1’10 bookings $268M, up 2% sequentially and 405% higher than prior year LED & Solar: $212M LED & Solar – + 20% sequentially...Approximately $200M MOCVD – a record Accelerating demand for TV and laptop backlighting – over one dozen LED companies place MOCVD orders –Korea, China, Taiwan, North American & Europe General illumination in “early innings” K465i well-received by LED market: “tool of choice” for high throughput production Data Storage: $26M orders; up 237% from prior year, but down 50% from “catch-up” quarter in Q4’09 Technology and capacity additions in strong HDD environment Metrology: Orders $30M; up 78% from Q1’09, down 8% sequentially Strong Q1 which is usually a seasonally slow quarter Solid pickup from new research AFM & OIM product. . . plus recovery in semi & data storage market

$135.0 $155.5 Short-term Investments $413.1 $101.9 $681.6 $57.0 $376.5 $194.0 03/31/2010 12/31/2009 $359.1 Shareholder’s Equity $101.2 Long-Term Debt (including current portion) $605.4 Total Assets $59.4 Fixed Assets, Net $317.3 Working Capital $148.6 Cash & Cash Equivalents Veeco Balance Sheet (in millions)

Q2 2010 Guidance and Outlook

Veeco Top Line Growth and OPEX Management Drives Record Profitability 24-26% $47-49M (20-22%) 44-45% $220-240M Q2 ’10F 20% $40M (24%) 43% $163M Q1’10 17% $43M (30%) 45% $146M Q4’09 (15%) 7% EBITA% $33M (52%) $37M (34%) Operating Spending 35% 40% GM $63M $110M Revenue Q1 ‘09 Q4 ‘08 See reconciliation to GAAP at end of presentation

Q2 2010 Guidance Revenue $220M-$240M GAAP EPS $1.02-$1.20 per share Non-GAAP EPS $0.78-$0.90 per share (utilizing 35% tax rate) Note: Share Count 44 Million

Veeco MOCVD Capacity Ramp Plan 22 Shipped Veeco utilizes “flexible” outsourcing model for MOCVD System manufacturing Ability to ramp capacity up/down as market demand changes Building capacity for >100 tools by Q3 & >120 by Q4 Ship Goal = >75 40 Shipped 48 Shipped Capacity Target>100 Capacity Target > 120 0 20 40 60 80 100 120 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10 Q4 10

Q2 2010 Business Outlook Veeco begins Q2 with record level of backlog of $502 million: $415M LED & Solar; $63M Data Storage; $24M Metrology LED & Solar business patterns remain extremely strong in Q2: Similar to what we have been experiencing last three quarters Key China & Korea customers (including Sanan and SOC) placed sizeable orders in April Multi-tool system orders being quoted across a large number of customers Data Storage market conditions positive for 2010: Customers report stable pricing, low inventories and high capacity utilization HDD units forecasted to increase significantly in 2010 Veeco backlog supports Q2/Q3 revenue growth Metrology outlook favorable with strong new product pipeline and lower cost structure

Back-up and Reconciliation Data

Statements of Operations 31,515 42,269 Diluted 31,515 38,784 Basic Weighted average shares outstanding: $ (0.66) $ 0.62 Diluted $ (0.66) $ 0.67 Basic Income (loss) per common share attributable to Veeco: $ (20,902) $ 26,044 Net income (loss) attributable to Veeco (42) - Net loss attributable to noncontrolling interest (20,944) 26,044 Net income (loss) including noncontrolling interest 378 1,310 Income tax provision (20,566) 27,354 Income (loss) before income taxes 1,709 1,782 Interest expense, net (18,857) 29,136 Operating income (loss) 39,239 41,213 Total operating expenses 1,486 (153) Other, net 4,431 (179) Restructuring 1,829 1,685 Amortization 12,886 16,440 Research and development 18,607 23,420 Selling, general and administrative Operating (income) expenses: 20,382 70,349 Gross profit 42,467 92,882 Cost of sales $ 62,849 $ 163,231 Net sales 2009 2010 March 31, Three months ended (Unaudited) (In thousands, except per share data) Condensed Consolidated Statements of Operations Veeco Instruments Inc. and Subsidiaries

Balance Sheets $ 605,372 $ 681,647 Total liabilities and equity 359,059 413,112 Equity 107,195 107,405 Total non-current liabilities 1,192 717 Other non-current liabilities 100,964 101,649 Long-term debt 5,039 5,039 Deferred income taxes 139,118 161,130 Total current liabilities 212 216 Current portion of long-term debt 829 1,341 Income taxes payable 2,520 6,362 Deferred profit 106,445 117,375 Accrued expenses $ 29,112 $ 35,836 Accounts payable Current liabilities: LIABILITIES AND EQUITY $ 605,372 $ 681,647 Total assets 30,126 27,656 Other assets, net 59,422 59,422 Goodwill 59,389 56,968 Property, plant and equipment, net 456,435 537,601 Total current assets 3,105 3,029 Deferred income taxes 7,819 10,238 Prepaid expenses and other current assets 77,564 84,959 Inventories, net 84,358 89,828 Accounts receivable, net 135,000 155,500 Short-term investments $ 148,589 $ 194,047 Cash and cash equivalents Current assets: ASSETS (Unaudited) 2009 2010 December 31, March 31, (In thousands) Condensed Consolidated Balance Sheets Veeco Instruments Inc. and Subsidiaries

Q110 & Q109 Reconciliation to GAAP During the first quarter of 2010, we recorded a restructuring credit of $0.2 million associated with a change in estimate. During the first quarter of 2009, we recorded a restructuring charge of $4.4 million, consisting primarily of personnel severance and related costs. During the first quarter of 2009, we recorded a $1.5 million inventory write-off in our Data Storage Process Equipment segment associated with the discontinuance of certain products. This charge was included in cost of sales in our GAAP statement of operations. Adjustment to exclude non-cash interest expense on convertible subordinated notes Notes: The above reconciliation is intended to present Veeco’s operating results, excluding certain items 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 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. 31,515 42,269 Diluted weighted average shares outstanding $ (0.22) $ 0.49 Earnings (loss) excluding certain items per diluted share attributable to Veeco $ (6,917) $ 20,651 Earnings (loss) excluding certain items attributable to Veeco (27) - Loss attributable to noncontrolling interest, net of income tax benefit at 35% (6,944) 20,651 Earnings (loss) excluding certain items (3,739) 11,120 Income tax provision (benefit) at 35% (10,683) 31,771 Earnings (loss) excluding certain items before income taxes (4) (699) (4) (741) Adjustment to add back non-cash portion of interest expense 1,709 1,782 Interest expense, net (9,673) 32,812 excluding certain items (“EBITA”) Earnings (loss) before interest, income taxes and amortization (3) 1,526 - Inventory write-off (2) 4,431 (1) (179) Restructuring 1,398 2,170 Equity-based compensation 1,829 1,685 Amortization Adjustments: $ (18,857) $ 29,136 Operating income (loss) 2009 2010 March 31, Three months ended (Unaudited) (In thousands, except per share data) Reconciliation of operating income (loss) to earnings (loss) excluding certain items Veeco Instruments Inc. and Subsidiaries (1) (2) (3) (4)

Q409 & Q408 Reconciliation to GAAP (in thousands except per share data) During the year ended December 31, 2009, the Company recorded a restructuring charge of $7.7 million, of which $0.1 million was recorded during the fourth quarter. These restructuring charges consisted principally of $6.3 million of personnel severance costs, $0.9 million of lease-related charges and $0.5 million of moving and consolidation costs associated with vacating two facilities in our Data Storage Process Equipment segment. During 2008, the Company recorded a restructuring charge of $10.6 million, of which $3.6 million was incurred during the fourth quarter, $4.1 million was incurred during the third quarter and $2.9 million was incurred during the first quarter. These restructuring charges consisted of personnel severance costs and lease-related commitments. During 2008, the Company recorded $1.5 million in cost of sales related to the acquisition of Mill Lane Engineering, of which $0.6 million was recorded during the fourth quarter. This was the result of purchase accounting, which requires adjustments to capitalize inventory at fair value. During the first quarter of 2009, the Company recorded a $1.5 million inventory write-off in our Data Storage Process Equipment segment associated with the discontinuance of certain products. This charge was included in cost of sales in the GAAP income statement. During the fourth quarter of 2008, the Company recorded a $2.9 million inventory write-off in its Metrology segment associated with legacy semiconductor products. This was included in cost of sales in the GAAP income statement. During the second quarter of 2009, the Company recorded a $0.3 million asset impairment charge in our Data Storage Process Equipment segment for assets no longer being utilized. During 2008, the Company recorded a $73.3 million asset impairment charge, of which $73.0 million was recorded during the fourth quarter and $0.3 million was recorded during the first quarter. The fourth quarter charge consisted of $52.3 million related to goodwill and $20.7 million related to other long-lived assets. The first quarter charge consisted of $0.3 million related to fixed asset write-offs associated with the consolidation and relocation of our Corporate headquarters. Adjustment to exclude non-cash interest expense on convertible subordinated notes. NOTE: The above reconciliation is intended to present Veeco’s operating results, excluding certain items 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 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. 31,516 33,389 31,564 37,742 Diluted weighted average shares outstanding $0.67 $0.27 $0.15 $0.41 Earnings excluding certain items per diluted share attributable to Veeco $21,054 $9,107 $4,665 $15,652 Earnings excluding certain items attributable to Veeco (150) (42) (20) - Loss attributable to noncontrolling interest, net of income tax benefit at 35% 20,905 9,065 4,646 15,652 Earnings excluding certain items 11,256 4,881 2,501 8,428 Income tax provision at 35% 32,161 13,946 7,147 24,080 Earnings excluding certain items before income taxes (8) (2,918) (8) (2,846) (8) (734) (8) (732) expense 3,758 - 3,758 - Adjustment to exclude gain on extinguishment of debt (3,758) - (3,758) - Gain on extinguishment of debt 6,729 6,850 1,632 1,787 Interest expense, net 35,972 17,950 8,045 25,135 excluding certain items (“EBITA”) Earnings before interest, income taxes and amortization (7) 73,322 (6) 304 73,037 - Asset impairment charge (5) 2,900 (4) 1,526 2,900 - Inventory write-off (3) 1,492 - 565 - Purchase accounting adjustment (2) 10,562 (1) 7,680 3,567 113 Restructuring expense 7,509 8,537 1,838 2,584 Equity-based compensation expense 10,745 7,338 3,215 1,901 Amortization expense Adjustments: ($70,558) ($7,435) ($77,077) $20,537 Operating income (loss) 2008 2009 2008 2009 December 31, December 31, Year ended Three months ended (1) (2) (3) (4) (5) (6) (7) (8)

Q2 Guidance: Reconciliation of Operating Income to Earnings Excluding Certain Items Adjustment to exclude non-cash interest expense on convertible subordinated notes. NOTE - The above reconciliation is intended to present Veeco’s operating results, excluding certain items 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 earnings before interest, income taxes and amortization excluding certain items (“EBITA”), which is the primary indicator used 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. 44,000 44,000 Diluted weighted average shares outstanding $0.90 $0.78 Earnings per diluted share excluding certain items $39,620 $34,144 Earnings excluding certain items 21,334 18,386 Earnings tax expense at 35% 60,954 52,530 Earnings excluding certain items before income taxes (1) (760) (1) (760) Adjustment to add back non-cash portion of interest expense 1,699 1,699 Interest expense, net 61,893 53,469 excluding certain items (“EBITA”) Earnings before interest, income taxes and amortization 3,085 3,085 Equity-based compensation 1,674 1,674 Amortization Adjustments: $57,134 $48,710 Operating income HIGH LOW months ending June 30, 2010 Guidance for the three (Unaudited) (In thousands, except per share data) Reconciliation of operating income to earnings excluding certain items Veeco Instruments Inc. and Subsidiaries (1)

Segment Bookings, Revenues & Reconciliation to GAAP Veeco Instruments Inc. and Subsidiaries Segment Bookings, Revenues, and Reconciliation of Operating income (loss) to EBITA (loss)** (In thousands) (Unaudited) Three months ended March 31, 2010 2009 LED & Solar Process Equipment Bookings $ 211,663 $ 28,521 Revenues $ 111,504 $ 22,202 Operating income (loss) $ 28,554 $ (5,377) Amortization 796 775 Equity-based compensation 467 156 Restructuring - 734 EBITA (loss)** $ 29,817 $ (3,712) Data Storage Process Equipment Bookings $ 26,373 $ 7,818 Revenues $ 23,245 $ 16,905 Operating income (loss) $ 2,778 $ (5,201) Amortization 383 405 Equity-based compensation 215 252 Restructuring (179) 1,386 Inventory write-off - 1,526 EBITA (loss)** $ 3,197 $ (1,632) Metrology Bookings $ 29,808 $ 16,711 Revenues $ 28,482 $ 23,742 Operating income (loss) $ 2,181 $ (5,642) Amortization 447 577 Equity-based compensation 304 236 Restructuring - 2,124 EBITA (Loss)** $ 2,932 $ (2,705) Unallocated Corporate Operating loss $ (4,377) $ (2,637) Amortization 59 72 Equity-based compensation 1,184 754 Restructuring - 187 Loss ** $ (3,134) $ (1,624) Total Bookings $ 267,844 $ 53,050 Revenues $ 163,231 $ 62,849 Operating income (loss) $ 29,136 $ (18,857) Amortization 1,685 1,829 Equity-based compensation 2,170 1,398 Restructuring (179) 4,431 Inventory write-off - 1,526 EBITA (loss)** $ 32,812 $ (9,673) **Refer to footnotes on Q110 & Q109 Reconciliation to GAAP for Further Details

Segment Bookings, Revenues & Reconciliation to GAAP ** Refer to footnotes on Q409 & Q408 Reconciliation to GAAP (unaudited) $ 35,972 $ 17,950 $ 8,045 $ 25,135 EBITA ** 73,322 304 73,037 - Asset impairment charge 2,900 1,526 2,900 - Inventory write-off 1,492 - 565 - Purchase accounting adjustment 10,562 7,680 3,567 113 Restructuring expense 7,509 8,537 1,838 2,584 Equity-based compensation expense 10,745 7,338 3,215 1,901 Amortization expense $ (70,558) $ (7,435) $ (77,077) $ 20,537 Operating income (loss) $ 442,809 $ 380,149 $ 110,344 $ 146,367 Revenues $ 424,437 $ 639,542 $ 88,501 $ 262,185 Bookings Total $ (9,220) $ (10,598) $ (1,663) $ (4,455) Loss ** 285 - - - Asset impairment charge 8,296 635 2,059 49 Restructuring expense 5,166 5,169 1,108 1,574 Equity-based compensation expense 448 432 109 211 Amortization expense $ (23,415) $ (16,834) $ (4,939) $ (6,289) Operating (loss) income Unallocated Corporate $ (2,637) $ (3,931) $ (3,852) $ 1,378 EBITA (Loss)** 21,935 - 21,935 - Asset impairment charge 2,900 - 2,900 - Inventory write-off 1,138 2,843 511 46 Restructuring expense 858 990 261 143 Equity-based compensation expense 1,880 2,170 585 508 Amortization expense $ (31,348) $ (9,934) $ (30,044) $ 681 Operating income (loss) $ 127,874 $ 97,737 $ 27,710 $ 27,224 Revenues $ 125,622 $ 101,261 $ 30,884 $ 32,375 Bookings Metrology $ 20,867 $ 25 $ 9,728 $ 1,168 EBITA ** 51,102 304 51,102 - Asset impairment charge - 1,526 - - Inventory write-off 396 3,006 272 (49) Restructuring expense 990 1,020 297 128 Equity-based compensation expense 3,790 1,599 934 386 Amortization expense $ (35,411) $ (7,430) $ (42,877) $ 703 Operating income (loss) $ 149,123 $ 77,259 $ 45,026 $ 21,040 Revenues $ 138,653 $ 97,497 $ 13,968 $ 53,118 Bookings Data Storage Process Equipment $ 26,962 $ 32,454 $ 3,832 $ 27,044 EBITA ** 1,492 - 565 - Purchase accounting adjustment 732 1,196 725 67 Restructuring expense 495 1,358 172 739 Equity-based compensation expense 4,627 3,137 1,587 796 Amortization expense $ 19,616 $ 26,763 $ 783 $ 25,442 Operating income $ 165,812 $ 205,153 $ 37,608 $ 98,103 Revenues $ 160,162 $ 440,784 $ 43,649 $ 176,692 Bookings LED & Solar Process Equipment 2008 2009 2008 2009 December 31, December 31, Year ended Three months ended