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): October 25, 2010

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-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 October 25, 2010, Veeco Instruments Inc. (Veeco) issued a press release announcing its financial results for the quarter ended September 30, 2010. In connection with the release and the related conference call, Veeco posted a presentation relating to its third 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 dated October 25, 2010

99.2		Veeco Q3 2010 Highlights, Earnings Conference Call 10/25/10

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.

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.

October 25, 2010	By:	/s/ Gregory A. Robbins

		Gregory A. Robbins
		Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit		Description

99.1		Press release issued by Veeco dated October 25, 2010

99.2		Veeco Q3 2010 Highlights, Earnings Conference Call 10/25/10

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 RECORD THIRD QUARTER 2010 FINANCIAL RESULTS

Plainview, NY, October 25, 2010 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the third quarter ended September 30, 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, and presentation of results on a “Continuing Operations” basis for current and historical periods.

Note: all results are for Veeco’s “Continuing Operations,” which excludes the Metrology business sold to Bruker Corporation on October 7, 2010.

GAAP Results ($M except EPS)

	Q3 ‘10		Q3 ‘09
Revenues	$	277.1	$	74.7
Net income	$	91.1	$	0.0
EPS (diluted)	$	2.16	$	0.00

Non-GAAP Results ($M except EPS)

	Q3 ‘10		Q3 ‘09
EBITA	$	95.5	$	6.7
EPS (diluted)	$	1.46	$	0.12

John R. Peeler, Veeco’s Chief Executive Officer, commented, “Veeco reported a milestone quarter in Q3 — including record levels of revenue of $277 million, gross margin of 49%, and EBITA of $96 million. This performance drove quarterly GAAP EPS to $2.16 per share and non-GAAP EPS to $1.46 per share, both new records for our company. We shipped over 100 MOCVD systems in the third quarter. In addition, on October 7th we completed the sale of our Metrology business to Bruker Corporation, creating a new Veeco focused on growth opportunities in our LED & Solar and Data Storage Process Equipment businesses. We generated a record $79 million in cash from operations during the quarter and are in the best financial position in our history.”

“Veeco’s third quarter bookings totaled $278 million,” continued Mr. Peeler, “with another very strong quarter in LED & Solar of $243 million, primarily MOCVD systems. Orders for MOCVD tools were placed by fifteen customers during the quarter, with strength continuing in China and additional account penetration in Taiwan. Veeco’s Data Storage orders were $35 million, as technology buys continue for new Veeco deposition systems.” The Company’s Q3 ‘10 book-to-bill ratio was 1.0, and quarter end backlog was $569 million.

On August 24th, Veeco announced that its Board of Directors had authorized the repurchase of up to $200 million of Veeco’s common stock through August 2011. During the third quarter, Veeco purchased 930,000 shares of its stock at an average price of $34 per share, for a total of approximately $32 million.

Q4 ‘10 Guidance

Regarding the fourth quarter, Mr. Peeler commented, “We have recently experienced rescheduling of tool shipments from the fourth quarter into the first quarter by several customers in Korea and Taiwan. Due to the

recent strong order rate from China, our current plan for Q4 revenue includes a significant amount of large multi-tool shipments to key Chinese customers, many of whom are currently building or expanding their facilities.

While we currently expect that these tools will ship over the next few months, timing of revenue could shift into the first quarter due to customer facility readiness.” Veeco’s fourth quarter 2010 revenue is currently forecasted to be between $285 and $320 million. Earnings per share are currently forecasted to be between $1.96 to $2.35 on a GAAP basis and $1.46 to $1.74 on a non-GAAP basis. Please refer to the attached financial tables for more details.

Mr. Peeler added, “We continue to see high levels of quoting activity for MOCVD systems, particularly in China and Taiwan, and our Data Storage business continues to experience healthy overall market conditions. We currently forecast that Veeco’s fourth quarter orders will be equal to or better than the third quarter.”

Outlook and Opportunities

Commenting about the Company’s outlook, Mr. Peeler stated, “Further strength in MOCVD bookings currently forecasted for Q4 should enable us to exit 2010 with strong backlog, positioning Veeco for excellent revenue performance in the first half of 2011. We have built our manufacturing capacity to 120 or more tools per quarter, and will head into 2011 with the ability to flex quarterly shipments up or down as required by customer demand.”

“As we look to the future, we believe there may be an opportunity to sell thousands of MOCVD systems as LEDs fully penetrate display applications and adoption accelerates for solid state lighting in 2011 and 2012. In order to capitalize upon this opportunity, Veeco is expanding training, service and support functions in China, Taiwan and Korea, and accelerating our new product roadmap.”

“In our other businesses, quoting activity is picking up for our CIGS solar deposition systems as we make progress advancing these tools’ process capabilities for high-efficiency/low cost solar cells. Our Data Storage business continues to perform exceptionally well this year, with new products that are meeting customer technology challenges and a flexible outsourced manufacturing model. I am extremely proud of all the progress that Veeco has made in 2010 to achieve record financial results and excited about our future outlook.”

Conference Call Information

A conference call reviewing these results will be held at 5:00pm ET today. Please dial in to 1-877-591-4956 (toll free) or 1-719-325-4772 using passcode 8848728. The call will also be webcast live on the Veeco website at www.veeco.com. A replay of the call will be available beginning at 8:00pm ET tonight through midnight on November 8, 2010 at 888-203-1112 or 719-457-0820, using passcode 8848728, or on the Veeco website. Please follow along with our slide presentation also posted on the website.

About Veeco

Veeco makes equipment to develop and manufacture LEDs, solar panels, hard disk drives and other devices. We support our customers through product development, manufacturing, sales and service sites in the U.S., Korea, Taiwan, China, Singapore, Japan, Europe and other locations. Please visit us at 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-

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2010			2009			2010			2009

Net sales	$	277,094		$	74,688		$	633,233		$	163,270
Cost of sales	141,612			44,141			342,210			105,566
Gross profit	135,482			30,547			291,023			57,704

Operating expenses (income):
Selling, general and administrative	24,565			15,631			62,852			41,926
Research and development	18,306			10,662			47,861			29,327
Amortization	1,237			1,270			3,711			3,775
Restructuring	—			781			(179		)	4,770
Asset impairment	—			—			—			304
Other, net	(275		)	(307		)	75			368
Total operating expenses	43,833			28,037			114,320			80,470

Operating income (loss)	91,649			2,510			176,703			(22,766		)

Interest expense, net	1,637			1,656			5,181			5,063

Income (loss) from continuing operations before income taxes	90,012			854			171,522			(27,829		)
Income tax (benefit) provision	(1,092		)	823			7,663			2,379
Income (loss) from continuing operations	91,104			31			163,859			(30,208		)

Discontinued operations:
(Loss) income from discontinued operations before income taxes	(4,311		)	978			3,546			(5,206		)
Income tax provision (benefit)	630			(261		)	2,805			(1,037		)
(Loss) income from discontinued operations	(4,941		)	1,239			741			(4,169		)

Net income (loss)	86,163			1,270			164,600			(34,377		)
Net loss attributable to noncontrolling interest	—			—			—			(65		)
Net income (loss) attributable to Veeco	$	86,163		$	1,270		$	164,600		$	(34,312	)

Income (loss) per common share attributable to Veeco:
Basic:
Continuing operations	$	2.28		$	—		$	4.15		$	(0.96	)
Discontinued operations	(0.12		)	0.04			0.02			(0.13		)
Income (loss)	$	2.16		$	0.04		$	4.17		$	(1.09	)
Diluted :
Continuing operations	$	2.16		$	—		$	3.89		$	(0.96	)
Discontinued operations	(0.12		)	0.04			0.02			(0.13		)
Income (loss)	$	2.04		$	0.04		$	3.91		$	(1.09	)

Weighted average shares outstanding:
Basic	39,946			31,608			39,508			31,540
Diluted	42,258			32,375			42,175			31,540

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	September 30,		December 31,
	2010		2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	278,144	$	148,500
Short-term investments	157,111		135,000
Restricted cash	31,581		—
Accounts receivable, net	129,574		67,546
Inventories, net	80,544		55,807
Prepaid expenses and other current assets	31,146		6,419
Assets of discontinued segment held for sale	80,252		40,058
Deferred income taxes	38,892		3,105
Total current assets	827,244		456,435

Property, plant and equipment, net	45,490		44,707
Goodwill	52,003		52,003
Other assets, net	18,959		22,199
Assets of discontinued segment held for sale	—		30,028
Total assets	$	943,696	$	605,372

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	44,793	$	24,910
Accrued expenses and other current liabilities	192,122		99,823
Deferred profit	5,853		2,520
Income taxes payable	44,034		829
Liabilities of discontinued segment held for sale	12,000		10,824
Current portion of long-term debt	225		212
Total current liabilities	299,027		139,118

Deferred income taxes	3,019		5,039
Long-term debt	103,063		100,964
Other liabilities	315		1,192
Total non-current liabilities	106,397		107,195

Equity	538,272		359,059

Total liabilities and equity	$	943,696	$	605,372

Veeco Instruments Inc. and Subsidiaries

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

(In thousands, except per share data)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2010			2009			2010			2009

Operating income (loss)	$	91,649		$	2,510		$	176,703		$	(22,766	)

Adjustments:

Amortization	1,237			1,270			3,711			3,775
Equity-based compensation	2,614			2,110			7,003			5,106
Restructuring	—			781		(2)	(179		)(1)	4,770		(2)
Asset impairment	—			—			—			304		(3)
Inventory write-off	—			—			—			1,526		(4)

Earnings (loss) from continuing operations before interest, income taxes and amortization excluding certain items (“EBITA”)	95,500			6,671			187,238			(7,285		)

Interest expense, net	1,637			1,656			5,181			5,063
Adjustment to add back non-cash portion of interest expense	(850		)(5)	(714		)(5)	(2,351		)(5)	(2,114		)(5)
Earnings (loss) excluding certain items from continuing operations before income taxes	94,713			5,729			184,408			(10,234		)

Income tax provision (benefit) at 35%	33,150			2,005			64,543			(3,582		)

Earnings (loss) from continuing operations excluding certain items	61,563			3,724			119,865			(6,652		)
Loss attributable to noncontrolling interest, net of income tax benefit at 35%	—			—			—			(42		)

Earnings (loss) from continuing operations excluding certain items attributable to Veeco	$	61,563		$	3,724		$	119,865		$	(6,610	)

Earnings (loss) from continuing operations excluding certain items per diluted share attributable to Veeco	$	1.46		$	0.12		$	2.84		$	(0.21	)

Diluted weighted average shares outstanding	42,258			32,375			42,175			31,540

(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 nine months ended September 30, 2009, we recorded a restructuring charge of $4.8 million,($3.5 million for personnel severance costs and $1.3 million related to lease and other charges associated with vacating two facilities in our Data Storage segment) of which $0.8 million was incurred during the third quarter (consisting primarily of personnel severance costs and related charges).

(3) During the second quarter of 2009, we recorded a $0.3 million asset impairment charge in our Data Storage segment for assets no longer being utilized.

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

(5) 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.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of operating income to earnings from continuing operations excluding certain items

(In thousands, except per share data)

(Unaudited)

	Guidance for the three
	months ending December 31, 2010
	LOW			HIGH

Operating income	$	93,819		$	111,819

Adjustments:

Amortization	1,238			1,238
Equity-based compensation	2,643			2,643

Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“EBITA”)	97,700			115,700

Interest expense, net	1,637			1,637
Adjustment to add back non-cash portion of interest expense	(788		)(1)	(788		)(1)

Earnings from continuing operations excluding certain items before income taxes	96,851			114,851

Income tax provision at 35%	33,898			40,198

Earnings from continuing operations excluding certain items	$	62,953		$	74,653

Earnings from continuing operations per diluted share excluding certain items	$	1.46		$	1.74

Diluted weighted average shares outstanding	43,000			43,000

(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.

Veeco Instruments Inc. and Subsidiaries

Segment Bookings, Revenues, and Reconciliation

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

(In thousands)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2010			2009			2010			2009
LED & Solar
Bookings	$	243,218		$	179,229		$	715,320		$	264,092

Revenues	$	242,613		$	52,965		$	539,765		$	107,050

Operating income (loss)	$	90,407		$	7,219		$	173,430		$	(2,141	)
Amortization	796			792			2,388			2,341
Equity-based compensation	582			245			1,720			619
Restructuring	—			200			—			1,129
EBITA **	$	91,785		$	8,456		$	177,538		$	1,948

Data Storage
Bookings	$	34,972		$	17,242		$	111,370		$	44,379

Revenues	$	34,481		$	21,723		$	93,468		$	56,220

Operating income (loss)	$	8,736		$	(75	)	$	20,108		$	(10,081	)
Amortization	383			405			1,149			1,213
Equity-based compensation	258			303			781			892
Restructuring	—			224			(179		)	3,054
Inventory write-off	—			—			—			1,526
Asset impairment	—			—			—			304
EBITA (loss)**	$	9,377		$	857		$	21,859		$	(3,092	)

Unallocated Corporate
Operating loss	$	(7,494	)	$	(4,634	)	$	(16,835	)	$	(10,544	)
Amortization	58			73			174			221
Equity-based compensation	1,774			1,562			4,502			3,595
Restructuring	—			357			—			587
Loss **	$	(5,662	)	$	(2,642	)	$	(12,159	)	$	(6,141	)

Total
Bookings	$	278,190		$	196,471		$	826,690		$	308,471

Revenues	$	277,094		$	74,688		$	633,233		$	163,270

Operating income (loss)	$	91,649		$	2,510		$	176,703		$	(22,766	)
Amortization	1,237			1,270			3,711			3,775
Equity-based compensation	2,614			2,110			7,003			5,106
Restructuring	—			781			(179		)	4,770
Inventory write-off	—			—			—			1,526
Asset impairment	—			—			—			304
EBITA (loss)**	$	95,500		$	6,671		$	187,238		$	(7,285	)

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

Exhibit 99.2

Q3 2010 Highlights Earnings Conference Call 10/25/10

Introduction: Deb Wasser, SVP, Investor Relations

Safe Harbor Statement 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, 2009 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. In addition, this presentation includes non-GAAP financial measures. For GAAP reconciliation, please refer to the reconciliation section in this presentation as well as Veeco’s financial press releases and 10-K and 10-Q filings available on www.veeco.com Note: All results presented herein are for Veeco’s “Continuing Operations” which excludes the Metrology business sold to Bruker Corporation on October 7, 2010.

Q3 2010 – Record Performance Across the Board Revenue increased 25% from Q2 ’10 and was up 270% from prior year GAAP EPS was $2.16 and non-GAAP EPS was $1.46 – record levels and ahead of guidance Gross margins 49% up 4 points sequentially * See reconciliation to GAAP at end of Presentation $ Millions $277.1 $95.5 $91.1 $0.0 $6.7 $74.7 $0 $50 $100 $150 $200 $250 $300 Revenue ($M) EBITA ($M)* Net Income ($M) Q3 '10 Q3 '09

Q3’10 Revenue Performance by Segment LED & Solar $243M Up 31% sequentially and over 350% year-over-year MOCVD Revenues $236M, shipped record level of systems >100 systems Data Storage $34M Down slightly sequentially but up 59% year-over-year EBITA improved year-over-year in both of our businesses $243M $34M Total: $277M $243M $34M 88% 12% LED & Solar Data Storage

Q3’10 Bookings Performance by Segment LED & Solar $243M Primarily MOCVD systems Down 7% sequentially but up 36% year over year Data Storage $35M Down 30% sequentially but up over 100% year over year B to B = 1.00; Backlog $569M $243M $35M Total: $278M $243M $35M 87% 13% LED & Solar Data Storage

Q3 2010 Bookings Highlights LED & Solar - $243M mostly MOCVD 15 customers placed MOCVD orders China strength continues – Elec-Tech, Sanan, Tsinghua Tongfang and others Additional penetration in Taiwan – Epistar, Arima, GPI and Lextar TurboDisc K465i continues to win business as best performing, lowest cost of ownership system in production today Data Storage - $35M Veeco winning in the market for HAMR technology investments: new products for Ru-CVD, DLC-X and PVD see excellent customer adoption Veeco continues to be selected for 8” wafer program expansions at key customers Veeco TurboDisc K465i Veeco PVD-HR

Veeco’s Broad-Based Investment in Asia – Infrastructure, Equipment and People 10/14/10: Veeco announces >$25M investment to help ensure customers’ successful LED industry ramp Three new state-of-the-art facilities Expansion to include ~50 new process applications and technical support personnel LED focused today... leveraged to other Clean-Tech markets in future Goal: Bring Process Support, Training and Know-How Directly to our Customers – “Go Faster to Lighting”

Additional Financial Highlights Dave Glass, CFO

P&L Highlights 49.9 0.0 91.1 GAAP Net Income 63.6 6.7 95.5 EBITA 59.8 2.5 91.6 Operating Income 44.6% 40.9% 48.9% Gross Margin 98.8 30.5 135.5 Gross Profit $221.4 $74.7 $277.1 Revenues Q2’10 Q3’09 Q3’10 ($M except GM) See reconciliation to GAAP at end of presentation

Q3 ‘10 Segment Performance (10%) (30%) (7%) Change 63.6 95.5 25% 221.4 277.1 310.5 278.2 Total Veeco (3.4) (5.7) Unallocated Corporate 9.6 9.4 (3%) 35.7 34.5 50.0 35.0 Data Storage EBITA Revenue Bookings $260.4 Q2’10 $242.6 Q3’10 $185.6 Q2’10 31% Change $91.8 Q3’10 $57.4 $243.2 LED & Solar Q2’10 Q3’10 $M

Veeco Balance Sheet Performance 538.3 103.3 943.7 45.5 528.2 $466.8* 09/30/2010 06/30/2010 472.0 Shareholder’s Equity 102.6 Long-term Debt (including current portion) 806.4 Total Assets 45.7 Fixed Assets, Net 456.8 Working Capital $414.8 Cash & Short-term Investments ($M) * Includes restricted cash of $31.6M at 9/30/10. Cash and short-term investments grew $52M since end of Q2 Accounts receivable of $130M increased $12M since end of Q2 Inventory Turns at 7.0 times Capex about $2M primarily for R&D lab tools Stock buy-back of $32M (929,000 shares)

Strong Cash Generation Provides Company with Operational & Strategic Flexibility *Excluding stock buyback. Includes Metrology sale in Q4’10 and restricted cash of $31.6M at 9/30/10 and $54.6M at 12/31/10. >$700M* $467M $415M $345M $0 $100 $200 $300 $400 $500 $600 $700 $800 3/31/2010 6/30/2010 9/30/2010 12/31/2010F Cash/ST Invest End of Period

Q4 2010 Business Conditions and Outlook Veeco begins fourth quarter with backlog of $569M Bookings: Expected to be equal to or better than Q3 2010 LED & Solar: Strong quoting activity continues particularly in China and Taiwan: anticipate another strong quarter Data Storage: Overall market conditions remain healthy as customers continue technology investments Revenues: Guidance range - $285-320M Several LED customers in Korea and Taiwan have recently rescheduled tool shipments from Q4 into Q1 Current Q4 revenue plan includes a significant amount of large multi-tool shipments to key Chinese customers – many building or expanding facilities Revenue timing could be shifted into Q1 due to customer facility readiness

Veeco Top Line Growth and OPEX Management Drives Record Profitability 35% $43M (15%) 49% $277M Q3 ’10 34-36% $47-50M (16-17%) 50-51% $285-320M Q4 ’10F 29% $38M (17%) 45% $221M Q2’10 21% 18% EBITA% $31M (23%) $34M (29%) Operating Spending 42% 45% GM $135M $119M Revenue Q1’10 Q4’09 See reconciliation to GAAP at end of presentation Q3’10 Operating expenses grow in absolute $ but decline as percent of sales; achieved record EBITA profit of 35%

Q4 2010 Guidance Revenue $285-320M GAAP EPS $1.96-2.35 per share Non-GAAP EPS $1.46-1.74 per share (utilizing 35% tax rate) Note: Share Count 43 Million

LED Lighting: Difficult to Forecast Timing, but Large Size is Undisputable LED benefits versus other forms of lighting (energy efficiency, “green,” high performance, long life) are real LED industry continues on pace to deliver 35% per year increase of light output (lumens/watt) with 20% per year cost reduction ($/lumen)... MOCVD plays critical role Roadmap exists to a $5 LED light bulb Lighting is an elastic market: 45 billion potential sockets in 2015 Philips and GE estimate 50% (2015) and 75% (2020) of their light sales will be LEDs Massive market with 1-2% current penetration makes sizing a challenge LED Lighting Adoption Will Require Thousands of MOCVD Tools in the Next Few Years HOME DEPOT: EcoSmart LED A19 40 Watt Equivalent Light Bulb, $18.47/EA-Each HOME DEPOT: Philips 3 Watt Deco LED Blunt Tip Candle, Warm White, $15.97/EA-Each

Beyond Q4 – Into 2011 We will enter 2011 with a large backlog and currently expect 1H11 revenues to remain strong and well above 1H10 LED: Difficult to predict orders for 1H 2011 with many moving pieces Korean customer tool digestion – how long will it last? Customers are committed to full penetration of LEDs into TVs in next two years Veeco continues to penetrate important accounts and is “in the game” for many large deals Veeco increasing investments in R&D and Asia customer support Solar: Quoting activity picking up for CIGS deposition systems as we make progress advancing these tools’ process capabilities for high efficiency, low cost solar cells Data Storage: 2011 should be another revenue growth year Veeco’s goal to achieve over $1B revenue in 2011

Income Statement 31,540 42,175 32,375 42,258 Diluted 31,540 39,508 31,608 39,946 Basic Weighted average shares outstanding: $ (1.09) $ 3.91 $ 0.04 $ 2.04 Income (loss) (0.13) 0.02 0.04 (0.12) Discontinued operations $ (0.96) $ 3.89 $ - $ 2.16 Continuing operations Diluted : $ (1.09) $ 4.17 $ 0.04 $ 2.16 Income (loss) (0.13) 0.02 0.04 (0.12) Discontinued operations $ (0.96) $ 4.15 $ - $ 2.28 Continuing operations Basic: Income (loss) per common share attributable to Veeco: $ (34,312) $ 164,600 $ 1,270 $ 86,163 Net income (loss) attributable to Veeco (65) - - - Net loss attributable to noncontrolling interest (34,377) 164,600 1,270 86,163 Net income (loss) (4,169) 741 1,239 (4,941) (Loss) income from discontinued operations (1,037) 2,805 (261) 630 Income tax provision (benefit) (5,206) 3,546 978 (4,311) (Loss) income from discontinued operations before income taxes Discontinued operations: (30,208) 163,859 31 91,104 Income (loss) from continuing operations 2,379 7,663 823 (1,092) Income tax (benefit) provision (27,829) 171,522 854 90,012 Income (loss) from continuing operations before income taxes 5,063 5,181 1,656 1,637 Interest expense, net (22,766) 176,703 2,510 91,649 Operating income (loss) 80,470 114,320 28,037 43,833 Total operating expenses 368 75 (307) (275) Other, net 304 - - - Asset impairment 4,770 (179) 781 - Restructuring 3,775 3,711 1,270 1,237 Amortization 29,327 47,861 10,662 18,306 Research and development 41,926 62,852 15,631 24,565 Selling, general and administrative Operating expenses (income): 57,704 291,023 30,547 135,482 Gross profit 105,566 342,210 44,141 141,612 Cost of sales $ 163,270 $ 633,233 $ 74,688 $ 277,094 Net sales 2009 2010 2009 2010 September 30, September 30, Nine months ended Three months ended (Unaudited) (In thousands, except per share data) Condensed Consolidated Statements of Operations Veeco Instruments Inc. and Subsidiaries

Balance Sheet $ 605,372 $ 943,696 Total liabilities and equity 359,059 538,272 Equity 107,195 106,397 Total non-current liabilities 1,192 315 Other liabilities 100,964 103,063 Long-term debt 5,039 3,019 Deferred income taxes 139,118 299,027 Total current liabilities 212 225 Current portion of long-term debt 10,824 12,000 Liabilities of discontinued segment held for sale 829 44,034 Income taxes payable 2,520 5,853 Deferred profit 99,823 192,122 Accrued expenses and other current liabilities $ 24,910 $ 44,793 Accounts payable Current liabilities: LIABILITIES AND EQUITY $ 605,372 $ 943,696 Total assets 30,028 - Assets of discontinued segment held for sale 22,199 18,959 Other assets, net 52,003 52,003 Goodwill 44,707 45,490 Property, plant and equipment, net 456,435 827,244 Total current assets 3,105 38,892 Deferred income taxes 40,058 80,252 Assets of discontinued segment held for sale 6,419 31,146 Prepaid expenses and other current assets 55,807 80,544 Inventories, net 67,546 129,574 Accounts receivable, net - 31,581 Restricted cash 135,000 157,111 Short-term investments $ 148,500 $ 278,144 Cash and cash equivalents Current assets: ASSETS (Unaudited) 2009 2010 December 31, September 30, (In thousands) Condensed Consolidated Balance Sheets Veeco Instruments Inc. and Subsidiaries

Reconciliation 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. (5) Adjustment to exclude non-cash interest expense on convertible subordinated notes. (4) During the first quarter of 2009, we recorded a $1.5 million inventory write-off in our Data Storage segment associated with the discontinuance of certain products. This was included in cost of sales in the GAAP income statement. (3) During the second quarter of 2009, we recorded a $0.3 million asset impairment charge in our Data Storage segment for assets no longer being utilized. (2) During the nine months ended September 30, 2009, we recorded a restructuring charge of $4.8 million,($3.5 million for personnel severance costs and $1.3 million related to lease and other charges associated with vacating two facilities in our Data Storage segment) of which $0.8 million was incurred during the third quarter (consisting primarily of personnel severance costs and related charges). (1) During the first quarter of 2010, we recorded a restructuring credit of $0.2 million associated with a change in estimate. 31,540 42,175 32,375 42,258 Diluted weighted average shares outstanding $ (0.21) $ 2.84 $ 0.12 $ 1.46 Earnings (loss) from continuing operations excluding certain items per diluted share attributable to Veeco $ (6,610) $ 119,865 $ 3,724 $ 61,563 Earnings (loss) from continuing operations excluding certain items attributable to Veeco (42) - - - Loss attributable to noncontrolling interest, net of income tax benefit at 35% (6,652) 119,865 3,724 61,563 Earnings (loss) from continuing operations excluding certain items (3,582) 64,543 2,005 33,150 Income tax provision (benefit) at 35% (10,234) 184,408 5,729 94,713 Earnings (loss) excluding certain items from continuing operations before income taxes (5) (2,114) (5) (2,351) (5) (714) (5) (850) Adjustment to add back non-cash portion of interest expense 5,063 5,181 1,656 1,637 Interest expense, net (7,285) 187,238 6,671 95,500 amortization excluding certain items ("EBITA") Earnings (loss) from continuing operations before interest, income taxes and (4) 1,526 - - - Inventory write-off (3) 304 - - - Asset impairment (2) 4,770 (1) (179) (2) 781 - Restructuring 5,106 7,003 2,110 2,614 Equity-based compensation 3,775 3,711 1,270 1,237 Amortization Adjustments: $ (22,766) $ 176,703 $ 2,510 $ 91,649 Operating income (loss) 2009 2010 2009 2010 September 30, September 30, Nine months ended Three months ended (Unaudited) (In thousands, except per share data) Reconciliation of operating income (loss) to earnings (loss) from continuing operations excluding certain items Veeco Instruments Inc. and Subsidiaries

Guidance 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. (1) Adjustment to exclude non-cash interest expense on convertible subordinated notes. 43,000 43,000 Diluted weighted average shares outstanding $ 1.74 $ 1.46 Earnings from continuing operations per diluted share excluding certain items $ 74,653 $ 62,953 Earnings from continuing operations excluding certain items 40,198 33,898 Income tax provision at 35% 114,851 96,851 Earnings from continuing operations excluding certain items before income taxes (1) (788) (1) (788) Adjustment to add back non-cash portion of interest expense 1,637 1,637 Interest expense, net 115,700 97,700 amortization excluding certain items ("EBITA") Earnings from continuing operations before interest, income taxes and 2,643 2,643 Equity-based compensation 1,238 1,238 Amortization Adjustments: $ 111,819 $ 93,819 Operating income HIGH LOW months ending December 31, 2010 Guidance for the three (Unaudited) (In thousands, except per share data) Reconciliation of operating income to earnings from continuing operations excluding certain items Veeco Instruments Inc. and Subsidiaries

Segment Info ** Refer to footnotes on 'Reconciliation of operating income (loss) to earnings (loss) from continuing operations excluding certain items' for further details. $ (7,285) $ 187,238 $ 6,671 $ 95,500 EBITA (loss)** 304 - - - Asset impairment 1,526 - - - Inventory write-off 4,770 (179) 781 - Restructuring 5,106 7,003 2,110 2,614 Equity-based compensation 3,775 3,711 1,270 1,237 Amortization $ (22,766) $ 176,703 $ 2,510 $ 91,649 Operating income (loss) $ 163,270 $ 633,233 $ 74,688 $ 277,094 Revenues $ 308,471 $ 826,690 $ 196,471 $ 278,190 Bookings Total $ (6,141) $ (12,159) $ (2,642) $ (5,662) Loss ** 587 - 357 - Restructuring 3,595 4,502 1,562 1,774 Equity-based compensation 221 174 73 58 Amortization $ (10,544) $ (16,835) $ (4,634) $ (7,494) Operating loss Unallocated Corporate $ (3,092) $ 21,859 $ 857 $ 9,377 EBITA (loss)** 304 - - - Asset impairment 1,526 - - - Inventory write-off 3,054 (179) 224 - Restructuring 892 781 303 258 Equity-based compensation 1,213 1,149 405 383 Amortization $ (10,081) $ 20,108 $ (75) $ 8,736 Operating income (loss) $ 56,220 $ 93,468 $ 21,723 $ 34,481 Revenues $ 44,379 $ 111,370 $ 17,242 $ 34,972 Bookings Data Storage $ 1,948 $ 177,538 $ 8,456 $ 91,785 EBITA ** 1,129 - 200 - Restructuring 619 1,720 245 582 Equity-based compensation 2,341 2,388 792 796 Amortization $ (2,141) $ 173,430 $ 7,219 $ 90,407 Operating income (loss) $ 107,050 $ 539,765 $ 52,965 $ 242,613 Revenues $ 264,092 $ 715,320 $ 179,229 $ 243,218 Bookings LED & Solar 2009 2010 2009 2010 September 30, September 30, Nine months ended Three months ended (Unaudited) (In thousands) of Operating income (loss) to EBITA (loss)** Segment Bookings, Revenues, and Reconciliation Veeco Instruments Inc. and Subsidiaries

Historic Results Reclassified for Continuing Operations (Excluding Metrology Business)

Income Statement Annual Periods 31,059 31,020 31,347 32,628 Diluted 30,492 31,020 31,347 32,628 Basic Weighted average shares outstanding $ (0.11) $ (0.74) $ (1.62) $ (0.44) As adjusted (0.59) (0.12) 0.78 0.04 Adjustment for discontinued operations $ 0.48 $ (0.62) $ (2.40) $ (0.48) As originally reported Diluted (loss) income per share from continuing operations, attributable to Veeco $ (0.11) $ (0.74) $ (1.62) $ (0.44) As adjusted (0.60) (0.12) 0.78 0.04 Adjustment for discontinued operations $ 0.49 $ (0.62) $ (2.40) $ (0.48) As originally reported Basic (loss) income per share from continuing operations, attributable to Veeco $ (3,262) $ (23,027) $ (50,603) $ (14,164) As adjusted (18,179) (3,817) 24,588 1,403 Adjustment for discontinued operations $ 14,917 $ (19,210) $ (75,191) $ (15,567) As originally reported Net (loss) income from continuing operations, attributable to Veeco $ (5,767) $ (18,245) $ (46,140) $ (4,732) As adjusted (28,223) (6,184) 24,418 2,703 Adjustment for discontinued operations $ 22,456 $ (12,061) $ (70,558) $ (7,435) As originally reported Operating (loss) income $ 110,241 $ 108,425 $ 169,411 $ 115,967 As adjusted (61,427) (61,147) (77,741) (43,030) Adjustment for discontinued operations $ 171,668 $ 169,572 $ 247,152 $ 158,997 As originally reported Operating expenses $ 104,474 $ 90,180 $ 123,271 $ 111,235 As adjusted (89,650) (67,331) (53,323) (40,327) Adjustment for discontinued operations $ 194,124 $ 157,511 $ 176,594 $ 151,562 As originally reported Gross profit $ 268,880 $ 252,031 $ 314,935 $ 282,412 As adjusted (172,154) (150,444) (127,874) (97,737) Adjustment for discontinued operations $ 441,034 $ 402,475 $ 442,809 $ 380,149 As originally reported Net sales (unaudited) 2006 2007 2008 2009 (in thousands, except per share data) For the years ended December 31,

Income Statement Quarterly Periods 31,515 31,497 32,375 37,742 42,269 43,506 Diluted 31,515 31,497 31,608 35,623 38,784 39,761 Basic Weighted average shares outstanding $ (0.56) $ (0.40) $ - $ 0.43 $ 0.54 $ 1.14 As adjusted 0.10 0.07 (0.04) (0.07) (0.08) (0.06) Adjustment for discontinued operations $ (0.66) $ (0.47) $ 0.04 $ 0.50 $ 0.62 $ 1.20 As originally reported Diluted income (loss) per share from continuing operations, attributable to Veeco $ (0.56) $ (0.40) $ - $ 0.45 $ 0.59 $ 1.26 As adjusted 0.10 0.07 (0.04) (0.08) (0.08) (0.06) Adjustment for discontinued operations $ (0.66) $ (0.47) $ 0.04 $ 0.53 $ 0.67 $ 1.32 As originally reported Basic income (loss) per share from continuing operations, attributable to Veeco $ (17,621) $ (12,554) $ 31 $ 15,978 $ 22,825 $ 49,931 As adjusted 3,281 2,126 (1,239) (2,767) (3,219) (2,462) Adjustment for discontinued operations $ (20,902) $ (14,680) $ 1,270 $ 18,745 $ 26,044 $ 52,393 As originally reported Net income (loss) from continuing operations, attributable to Veeco $ (15,022) $ (10,255) $ 2,510 $ 18,033 $ 25,174 $ 59,881 As adjusted 3,835 2,348 (978) (2,504) (3,962) (3,894) Adjustment for discontinued operations $ (18,857) $ (12,603) $ 3,488 $ 20,537 $ 29,136 $ 63,775 As originally reported Operating income (loss) $ 25,931 $ 26,503 $ 28,037 $ 35,498 $ 31,566 $ 38,920 As adjusted (13,308) (10,484) (9,383) (9,853) (9,647) (11,063) Adjustment for discontinued operations $ 39,239 $ 36,987 $ 37,420 $ 45,351 $ 41,213 $ 49,983 As originally reported Operating expenses $ 10,909 $ 16,248 $ 30,547 $ 53,531 $ 56,740 $ 98,801 As adjusted (9,473) (8,136) (10,361) (12,357) (13,609) (14,957) Adjustment for discontinued operations $ 20,382 $ 24,384 $ 40,908 $ 65,888 $ 70,349 $ 113,758 As originally reported Gross profit $ 39,107 $ 49,475 $ 74,687 $ 119,142 $ 134,750 $ 221,388 As adjusted (23,742) (22,545) (24,226) (27,225) (28,481) (31,652) Adjustment for discontinued operations $ 62,849 $ 72,020 $ 98,913 $ 146,367 $ 163,231 $ 253,040 As originally reported Net sales (unaudited) March 31, 2009 June 30, 2009 September 30, 2009 December 31, 2009 March 31, 2010 June 30, 2010 (in thousands, except per share data) For the three months ended

EBITA October 26, 2009 April 26, 2010 July 26, 2010 Note: Refer to the following press release dates for the reconciliation of operating income (loss) to EBITA (loss). All adjustments were applied to operating income (loss). $ (8,775) $ (5,182) $ 6,671 $ 21,936 $ 28,100 $ 63,641 As adjusted 898 1,187 (2,186) (3,199) (4,712) (4,726) Adjustment for discontinued operations $ (9,673) $ (6,369) $ 8,857 $ 25,135 $ 32,812 $ 68,367 As originally reported EBITA (loss) Total Veeco $ (1,624) $ (1,876) $ (2,643) $ (4,455) $ (3,134) $ (3,361) As adjusted - - - - - 407 Adjustment $ (1,624) $ (1,876) $ (2,643) $ (4,455) $ (3,134) $ (3,768) As originally reported EBITA (loss) Unallocated Corporate $ (2,282) $ (1,666) $ 858 $ 513 $ 2,877 $ 9,606 As adjusted (650) (657) (640) (655) (320) (319) Adjustment $ (1,632) $ (1,009) $ 1,498 $ 1,168 $ 3,197 $ 9,925 As originally reported EBITA (loss) Data Storage $ (4,869) $ (1,640) $ 8,456 $ 25,878 $ 28,357 $ 57,396 As adjusted (1,157) (1,168) (1,138) (1,166) (1,460) (1,460) Adjustment $ (3,712) $ (472) $ 9,594 $ 27,044 $ 29,817 $ 58,856 As originally reported EBITA (loss) LED & Solar (unaudited) March 31, 2009 June 30, 2009 September 30, 2009 December 31, 2009 March 31, 2010 June 30, 2010 (in thousands) For the three months ended Earnings (loss) from continuing operations before interest, income taxes and amortization excluding certain items ("EBITA")