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):  October 20, 2011

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):

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))

Item 2.02   Results of Operations and Financial Condition.

On October 24, 2011, Veeco Instruments Inc. (“Veeco” or the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2011.  In connection with the release and the related conference call, Veeco posted a presentation relating to its third quarter 2011 financial results on its website (www.veeco.com).  Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 20, 2011, Veeco’s Board of Directors voted to amend Veeco’s Bylaws, effective immediately, to provide for majority voting in uncontested elections of directors, changing from the previous standard of plurality voting.   A copy of the Bylaws amendment is furnished as Exhibit 3.1 to this report.  In connection with this amendment, the Board also amended its Corporate Governance Guidelines to provide that directors who fail to receive the required number of votes for re-election shall tender a letter of resignation.  A copy of the Corporate Governance Guidelines, as amended, can be found on the Company’s website www.veeco.com, under the Corporate Governance heading, which is accessible via the Investors page.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit	Description
3.1	Amendment No. 2 to the Fourth Amended and Restated Bylaws of Veeco effective October 20, 2011
99.1	Press release issued by Veeco dated October 24, 2011
99.2	Veeco Q3 2011 Highlights, Earnings Conference Call 10/24/11

The information in this report, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.

October 24, 2011	VEECO INSTRUMENTS INC.
	By:	/s/ Gregory A. Robbins
	Name: Gregory A. Robbins
	Title: Senior Vice President and General Counsel

2

EXHIBIT INDEX

Exhibit	Description
3.1	Amendment No. 2 to the Fourth Amended and Restated Bylaws of Veeco effective October 20, 2011
99.1	Press release issued by Veeco dated October 24, 2011
99.2	Veeco Q3 2011 Highlights, Earnings Conference Call 10/24/11

3

EX-3.1

EXHIBIT 3.1

AMENDMENT NO. 2 TO THE

FOURTH AMENDED AND RESTATED BYLAWS

of

VEECO INSTRUMENTS INC.

Effective October 20, 2011

The Bylaws shall be amended as follows:

At the end of Section 2.1, add the following:

Except as provided in Section 2.11 of these Bylaws, each director shall be elected by the vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.  For purposes of this paragraph, a majority of the votes cast means that the number of shares voted “for” a director must exceed 50% of the votes cast with respect to that director.  The votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director’s election.

*     *     *     *     *

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 REPORTS THIRD QUARTER 2011 FINANCIAL RESULTS

Plainview, NY, October 24, 2011 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the third quarter ended September 30, 2011.  Veeco reports its results on a U.S. 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. All results presented herein are for Veeco’s “Continuing Operations” which excludes the Metrology business sold to Bruker Corporation on October 7, 2010 and reflect the discontinuation of Veeco’s CIGS Solar Systems business.

GAAP Results ($M except EPS)

	Q3 ‘11		Q3 ‘10
Revenues	$	268.0	$	277.1
Net income	$	52.6	$	93.7
EPS (diluted)	$	1.31	$	2.22

Non-GAAP Results ($M except EPS)

	Q3 ‘11		Q3 ‘10
Net income	$	53.3	65.4
EPS (diluted)	$	1.33	$	1.55

Third Quarter Results in Line with Guidance

John R. Peeler, Veeco’s Chief Executive Officer, commented, “Veeco reported a solid third quarter, with revenues of $268 million, non-GAAP net income and earnings per share of $53 million and $1.33, respectively, all at the mid to high end of our guidance.  LED & Solar revenues increased 7% sequentially to $234 million, including $220 million in MOCVD, while Data Storage revenues were $34 million, down 25% sequentially.  Veeco has continued to execute within the challenging overall business environment, particularly in China, where customer facility readiness and credit tightening remain significant issues. Veeco’s new MaxBright™ MOCVD System represented nearly half of the quarter’s MOCVD revenue, including broad-scale customer acceptance at tier one LED manufacturers.”

“Veeco’s third quarter orders were impacted by weak near-term LED industry demand, low MOCVD equipment utilization rates in Asia, and decreased business activity in China,” commented Mr. Peeler.  “In addition, negative global macro-economic data points caused customers to slow or cut their capacity expansion plans.”  Veeco’s third quarter bookings were $133 million, a decline of 57% sequentially. LED & Solar orders declined 59% sequentially to $112 million, with MOCVD orders at $103 million.  Data Storage orders were $21 million, down 44% sequentially.  The Company’s Q3 2011 book-to-bill ratio was .50 to 1.  Veeco recorded backlog adjustments of $34 million during the quarter. Veeco’s quarter-end backlog was $389 million.

During the third quarter, under its Board authorized share buy-back program initiated in August 2010, Veeco purchased $154 million in stock at an average price of $38.63 per share.

1

Fourth Quarter 2011 Guidance & Outlook

Veeco’s fourth quarter 2011 revenue is currently forecasted to be between $175 million and $215 million. Earnings per share are currently forecasted to be between $0.46 to $0.78 on a GAAP basis, and $0.54 to $0.86 on a non-GAAP basis.  For the full year, Veeco’s guidance is $963 million to $1.0 billion, with earnings per share forecasted to be between $4.49 - $4.79 on a GAAP basis and $4.81 to $5.11 on a non-GAAP basis. Please refer to the attached financial table for more details.

Mr. Peeler commented, “Despite the difficult overall environment, we are proud that the Company expects to deliver $1 billion in 2011 revenue at the high end of guidance.  This is a tremendous accomplishment and speaks to our technology leadership position, close connectivity to our global customers and ability to execute in a challenging environment.”

“Our current expectation is orders will remain depressed for a few quarters,” continued Mr. Peeler. “While there are many data points indicating that LED lighting is accelerating, weak backlighting demand continues to cause low factory utilization rates.  In Data Storage, planned industry consolidations combined with weak PC demand is causing our key customers to delay capex.  In addition, global macro-economic concerns will likely have a dampening effect on our business heading into 2012.  With our variable cost model, combined with plans to decrease spending levels to reflect the challenging business environment, we are confident we will remain profitable and expect to deliver double-digit EBITA performance next year.”

Mr. Peeler concluded, “While we do not know how long this slowdown will last, LED pricing declines will continue to stimulate demand for solid state lighting on a global basis. We expect wide-spread adoption of LED lighting led first by the commercial, municipal and industrial sectors, which make up 75% of the lighting market, followed by residential users as economic benefits of using LED-based products become more apparent.  Despite some level of cyclicality which is to be expected, there is an enormous multi-year growth opportunity for MOCVD, aligning with our overall expectation of 5,000+ reactors from 2011 to 2015.  With the industry’s most productive MOCVD platforms, Veeco’s market position is the best it has ever been.  We believe the Company can continue to gain share as LED lighting hits an inflection point in 2012 and 2013.”

Conference Call Information

A conference call reviewing these results has been scheduled for 5:00pm ET today at 1-877-718-5095 (toll free) or 1-719-325-4929 using passcode 4998835. The call will also be webcast live on the Veeco website at www.veeco.com. A replay of the call will be available starting at 8:00pm ET tonight through 8:00pm ET on November 7, 2011 at 888-203-1112 or 719-457-0820, using passcode 4998835, 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 cells, 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, 2010 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-*

2

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Net sales	$	267,959		$	277,094		$	787,450		$	631,130
Cost of sales	143,025			139,711			396,204			336,828
Gross profit	124,934			137,383			391,246			294,302
Operating expenses (income):
Selling, general and administrative	23,569			23,303			73,966			59,326
Research and development	26,404			15,250			69,927			39,121
Amortization	1,277			928			3,519			2,785
Restructuring	—			—			—			(179		)
Other, net	(199		)	(267		)	(227		)	184
Total operating expenses	51,051			39,214			147,185			101,237
Operating income	73,883			98,169			244,061			193,065
Interest (income) expense, net	(244		)	1,637			1,141			5,182
Loss on extinguishment of debt	—			—			3,349			—
Income from continuing operations before income taxes	74,127			96,532			239,571			187,883
Income tax provision	21,510			2,845			72,657			14,130
Income from continuing operations	52,617			93,687			166,914			173,753
Discontinued operations:
Loss from discontinued operations before income taxes	(23,839		)	(10,831		)	(91,574		)	(12,815		)
Income tax benefit	(7,085		)	(3,307		)	(32,371		)	(3,662		)
Loss from discontinued operations	(16,754		)	(7,524		)	(59,203		)	(9,153		)
Net income	$	35,863		$	86,163		$	107,711		$	164,600
Income (loss) per common share:
Basic:
Continuing operations	$	1.34		$	2.35		$	4.16		$	4.40
Discontinued operations	(0.43		)	(0.19		)	(1.48		)	(0.23		)
Income	$	0.91		$	2.16		$	2.68		$	4.17
Diluted:
Continuing operations	$	1.31		$	2.22		$	3.98		$	4.12
Discontinued operations	(0.41		)	(0.18		)	(1.41		)	(0.21		)
Income	$	0.90		$	2.04		$	2.57		$	3.91
Weighted average shares outstanding:
Basic	39,335			39,946			40,132			39,508
Diluted	40,069			42,258			41,941			42,175

3

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	September 30,		December 31,
	2011		2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	213,236	$	245,132
Short-term investments	212,727		394,180
Restricted cash	22,901		76,115
Accounts receivable, net	115,168		150,528
Inventories, net	127,518		108,487
Prepaid expenses and other current assets	60,107		34,328
Assets held for sale	2,341		—
Deferred income taxes, current	6,975		13,803
Total current assets	760,973		1,022,573
Property, plant and equipment, net	76,232		42,320
Goodwill	56,271		52,003
Deferred income taxes	2,998		9,403
Other assets, net	37,749		21,735
Total assets	$	934,223	$	1,148,034
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	44,784	$	32,220
Accrued expenses and other current liabilities	135,003		183,010
Deferred profit	5,911		4,109
Income taxes payable	4,446		56,369
Liabilities of discontinued segment held for sale	5,359		5,359
Current portion of long-term debt	243		101,367
Total current liabilities	195,746		382,434
Long-term debt	2,470		2,654
Other liabilities	755		434
Total liabilities	198,971		385,522
Equity	735,252		762,512
Total liabilities and equity	$	934,223	$	1,148,034

4

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to non-GAAP results

(In thousands, except per share data)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Adjusted EBITA
Operating income	$	73,883		$	98,169		$	244,061		$	193,065
Adjustments:
Amortization	1,277			928			3,519			2,785
Equity-based compensation	2,951			2,356			9,472			6,222
Restructuring	—			—			—			(179		)(1)
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	78,111		$	101,453		$	257,052		$	201,893
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	52,617		$	93,687		$	166,914		$	173,753
Non-GAAP adjustments:
Amortization	1,277			928			3,519			2,785
Equity-based compensation	2,951			2,356			9,472			6,222
Restructuring	—			—			—			(179		)(1)
Loss on extinguishment of debt	—			—			3,349			—
Non-cash portion of interest expense	—			769		(2)	1,260		(2)	2,271		(2)
Income tax effect of non-GAAP adjustments	(3,498		)(3)	(32,360		)(3)	(6,441		)(3)	(55,514		)(3)
Non-GAAP Net Income	$	53,347		$	65,380		$	178,073		$	129,338
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	1.33		$	1.55		$	4.25		$	3.07
Diluted weighted average shares outstanding	40,069			42,258			41,941			42,175

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

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

(3) By the end of 2010, the Company had fully utilized all prior NOL and tax credit carryfowards. As a result, beginning in 2011, the Company utilized the with and without method, at a 30.76% effective rate forecasted for the full year, to determine the income tax effect of non-GAAP adjustments. During the second quarter of 2010 we provided for income taxes at a 35% statutory rate to determine the income tax effect of non-GAAP adjustments.

NOTE - 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 adjusted 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 adjusted EBITA reports baseline performance and thus provides useful information.

5

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to non-GAAP results

(In thousands, except per share data)

(Unaudited)

	Guidance for
	the three months ending December 31, 2011
	LOW			HIGH
Adjusted EBITA
Operating income	$	25,535		$	43,535
Adjustments:
Amortization	1,237			1,237
Equity-based compensation	3,410			3,410
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	30,182		$	48,182
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	17,988		$	30,526
Non-GAAP adjustments:
Amortization	1,237			1,237
Equity-based compensation	3,410			3,410
Income tax effect of non-GAAP adjustments	(1,538		)(1)	(1,613		)(1)
Non-GAAP Net Income	$	21,097		$	33,560
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	0.54		$	0.86
Diluted weighted average shares outstanding	39,000			39,000

(1) By the end of 2010, the Company had fully utilized all prior NOL and tax credit carryfowards. As a result, beginning in 2011, the Company utilized the with and without method, at a 30.76% effective rate forecasted for the full year, to determine the income tax effect of non-GAAP adjustments.

NOTE - 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 adjusted 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 adjusted EBITA reports baseline performance and thus provides useful information.

6

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to non-GAAP results

(In thousands, except per share data)

(Unaudited)

	Guidance for
	the year ending December 31, 2011
	LOW			HIGH
Adjusted EBITA
Operating income	$	264,986		$	282,986
Adjustments:
Amortization	4,756			4,756
Loss on extinguishment of debt	3,349			3,349
Non-cash portion of interest expense	1,260			1,260
Equity-based compensation	12,881			12,881
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	287,232		$	305,232
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	185,774		$	198,374
Non-GAAP adjustments:
Amortization	4,756			4,756
Equity-based compensation	12,881			12,881
Loss on extinguishment of debt	3,349			3,349
Non-cash portion of interest expense	1,260			1,260
Income tax effect of non-GAAP adjustments	(8,860		)(1)	(8,996		)(1)
Non-GAAP Net Income	$	199,160		$	211,624
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	4.81		$	5.11
Diluted weighted average shares outstanding	41,400			41,400

(1) By the end of 2010, the Company had fully utilized all prior NOL and tax credit carryfowards. As a result, beginning in 2011, the Company utilized the with and without method, at a 30.76% effective rate forecasted for the full year, to determine the income tax effect of non-GAAP adjustments.

NOTE - 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 adjusted 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 adjusted EBITA reports baseline performance and thus provides useful information.

7

Veeco Instruments Inc. and Subsidiaries

Segment Bookings, Revenues, and Reconciliation

of Operating Income (Loss) to Adjusted EBITA (Loss)

(In thousands)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
LED & Solar
Bookings	$	111,898		$	243,207		$	583,424		$	715,232
Revenues	$	233,865		$	242,613		$	667,697		$	537,662
Operating income	$	70,899		$	97,093		$	227,917		$	190,270
Amortization	924			487			2,364			1,461
Equity-based compensation	992			324			2,567			939
Adjusted EBITA	$	72,815		$	97,904		$	232,848		$	192,670
Data Storage
Bookings	$	21,188		$	34,972		$	91,350		$	111,369
Revenues	$	34,094		$	34,481		$	119,753		$	93,468
Operating income	$	7,185		$	8,570		$	31,087		$	19,631
Amortization	353			383			1,072			1,149
Equity-based compensation	339			258			999			781
Restructuring	—			—			—			(179		)
Adjusted EBITA	$	7,877		$	9,211		$	33,158		$	21,382
Unallocated Corporate
Operating loss	$	(4,201	)	$	(7,494	)	$	(14,943	)	$	(16,836	)
Amortization	—			58			83			175
Equity-based compensation	1,620			1,774			5,906			4,502
Adjusted loss	$	(2,581	)	$	(5,662	)	$	(8,954	)	$	(12,159	)
Total
Bookings	$	133,086		$	278,179		$	674,774		$	826,601
Revenues	$	267,959		$	277,094		$	787,450		$	631,130
Operating income	$	73,883		$	98,169		$	244,061		$	193,065
Amortization	1,277			928			3,519			2,785
Equity-based compensation	2,951			2,356			9,472			6,222
Restructuring	—			—			—			(179		)
Adjusted EBITA	$	78,111		$	101,453		$	257,052		$	201,893

8

EX-99.2

Exhibit 99.2

Earnings Conference Call 10/24/11

Introduction Debra A. 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, 2010 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 exclude the Metrology business sold to Bruker Corporation on October 7, 2010 and the discontinued CIGS Solar Systems Business.

Q3 2011 Results David D. Glass, CFO

Q3 2011 Revenue and Profit In-Line with Guidance *See reconciliation to GAAP at end of presentation $ Millions Revenue increased 1% from Q2 ‘11 but declined 3% from Q3 ’10 GAAP EPS was $1.31 and non-GAAP EPS was $1.33; at high end of guidance range Gross margin was 47%, in line with guidance Non-GAAP EPS

Q3 2011 Revenue & EBITA Performance by Segment Data Storage $34M Down 25% sequentially and flat versus 2010 Total Revenue: $268M LED & Solar $234M Up 7% sequentially but down 4% from Q3’10 MOCVD at $221M ($M) Q3 ‘11 Q3 ’10 Adj EBITA $72.8 $97.9 ($M) Q3 ‘11 Q3 ‘10 Adj EBITA $7.9 $9.2 See reconciliation to GAAP at end of presentation

Q3 2011 Bookings Performance by Segment Data Storage $21M Down 44% sequentially and 39% year-over-year Total Bookings: $133M LED & Solar $112M Down 59% sequentially and 54% year-over-year MOCVD $103M & MBE $9M Book to Bill = .5 to 1; Backlog $389M

Veeco’s Strong Balance Sheet 09/30/2011 06/30/2011 Cash & Short-term Investments* $448.9 $632.7 Accounts Receivable 115.2 128.0 Inventory 127.5 113.3 Fixed Assets, Net 76.2 62.4 Total Assets 934.2 1,120.4 Long-term Debt (including current portion) 2.7 2.8 Equity 735.3 848.8 * Includes restricted cash of $22.9M at 9/30/11 and $54.5M at 6/30/11 ($ millions) Major uses of cash included: Purchase of $154M in stock at an average price of $38.63 completed total $200M Board authorized stock purchase plan $31M contractual settlements for CIGS Solar business closure Accounts receivable decreased to $115M (DSO = 39) Inventory increased by $14M to $128M - 4.5 turns Balance Sheet

Business Update and Outlook John R. Peeler, CEO

Q3 2011 Business Highlights LED & Solar: MaxBright™ widely accepted by tier one customers around the world – represented nearly half of MOCVD revenue China Training Center has trained >200 engineers since May opening Taiwan Tech Center fully staffed and collaborating with customers on process development Data Storage: HDD roadmap is placing more emphasis on improving yield and reducing costs We are engaged in customer programs utilizing Veeco’s new CVD, PVD and DLC technologies

Q3 2011 Bookings Were Weak Across the Board Slower than expected growth in worldwide LED TV sales LED factory utilization rates in Asia remain low (50-70%) Decreased business activity in China resulting from credit tightening and funding availability Data Storage customers delayed capex plans due to pending consolidations and weak PC sales Negative global macro-economic data points caused customers to slow or cut their capacity expansion plans We currently expect that MOCVD orders will remain depressed for a few quarters

2011 Performance: Achieve $1B Revenue on High-End of Q4 Guidance Note: Guidance is for Veeco’s Continuing Operations See reconciliation to GAAP at end of presentation Q4 2011 Full Year 2011 Revenue $175 - $215M $963 – $1,003M Gross Margins 44-45% 48-49% Operating Spending $49-$51M $193-$195M Adjusted EBITA 17-22% 29-30% GAAP EPS $0.46-$0.78 $4.49-$4.79 Non-GAAP EPS $0.54-$0.86 $4.81-$5.11

Positive LED Data Points TVs requiring higher-spec LEDs cause rush orders in September LED light bulbs sales in Japan reached 60% in Q3’11 (revenue shipment based) Continued solid growth in US & Europe LED lighting demand with falling ASP China expected to roll-out LED product subsidy programs soon LEDs in Millions of Units LED Lighting Inflection Point in 2012/13 Source: Strategies Unlimited and Piper Jaffray Research - 100,000 200,000 300,000 400,000 500,000 600,000 2007A 2008A 2009A 2010A 2011E 2012E 2013E 2014E 2015E Units (M) Handsets Monitors Notebooks LED TVs Automotive General Lighting Other Supply

Incandescent Light Bulb Phase Outs Occurring Now Source: LEDinside, PiperJaffray 10/2011, Morgan Stanley 9/14/2011 Global Phase Out of Incandescent Bulbs, Combined with Declining LED Prices Will Trigger Next Phase of LED Lighting Adoption Switzerland EU Australia United States Ireland Brazil Phillipines UK Japan Canada Taiwan India China South Korea Malaysia 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 100W 75W 60W 40W 25W 100W 75W 60W 40W 100W+ 60W+ 15W+

Veeco Customers Increasingly Focused on LED Lighting Opportunity 2010 Veeco MOCVD Shipments >330 Lighting Backlighting Backlighting & Lighting Others Backlighting Others Lighting Backlighting & Lighting 1Q-3Q’11 Veeco MOCVD Shipments >2801 MOCVD Shipments for Lighting Grew to over 50% in 1Q-3Q’11 1) Total shipments up to 2011 Q3 54% 11% 26% 9% 28% 43% 23% 6%

Outlook LED & Solar: LED pricing declines will continue to stimulate demand for solid state lighting on a global basis We expect widespread adoption of LED lightingfirst in commercial, municipal and industrial and then in residential Despite some level of cyclicality overall expectation of 5,000 reactor TAM from 2011-2015 Veeco’s MOCVD market position is the best it has ever been Data Storage: Orders have been running at low levels throughout 2011 Anticipate pent-up demand for new equipment once M&A is finalized

Wrap Up Well positioned for solid performance in 2012: Exceptional product pipeline Highly-variable operational model Strong balance sheet Proven ability to execute Expect to deliver double-digit EBITA performance next year

Q&A Session

Financial Tables

Q3 and Nine Month 2011 Income Statement Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited) Three months ended Nine months ended September 30, September 30, 2011 2010 2011 2010 Net sales $ 267,959 $ 277,094 $ 787,450 $ 631,130 Cost of sales 143,025 139,711 396,204 336,828 Gross profit 124,934 137,383 391,246 294,302 Operating expenses (income): Selling, general and administrative 23,569 23,303 73,966 59,326 Research and development 26,404 15,250 69,927 39,121 Amortization 1,277 928 3,519 2,785 Restructuring - - - (179) Other, net (199) (267) (227) 184 Total operating expenses 51,051 39,214 147,185 101,237 Operating income 73,883 98,169 244,061 193,065 Interest (income) expense, net (244) 1,637 1,141 5,182 Loss on extinguishment of debt - - 3,349 - Income from continuing operations before income taxes 74,127 96,532 239,571 187,883 Income tax provision 21,510 2,845 72,657 14,130 Income from continuing operations 52,617 93,687 166,914 173,753 Discontinued operations: Loss from discontinued operations before income taxes (23,839) (10,831) (91,574) (12,815) Income tax benefit (7,085) (3,307) (32,371) (3,662) Loss from discontinued operations (16,754) (7,524) (59,203) (9,153) Net income $ 35,863 $ 86,163 $ 107,711 $ 164,600 Income (loss) per common share: Basic: Continuing operations $ 1.34 $ 2.35 $ 4.16 $ 4.40 Discontinued operations (0.43) (0.19) (1.48) (0.23) Income $ 0.91 $ 2.16 $ 2.68 $ 4.17 Diluted: Continuing operations $ 1.31 $ 2.22 $ 3.98 $ 4.12 Discontinued operations (0.41) (0.18) (1.41) (0.21) Income $ 0.90 $ 2.04 $ 2.57 $ 3.91 Weighted average shares outstanding: Basic 39,335 39,946 40,132 39,508 Diluted 40,069 42,258 41,941 42,175

Balance Sheets Condensed Consolidated Balance Sheets (In thousands) September 30, December 31, 2011 2010 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 213,236 $ 245,132 Short-term investments 212,727 394,180 Restricted cash 22,901 76,115 Accounts receivable, net 115,168 150,528 Inventories, net 127,518 108,487 Prepaid expenses and other current assets 60,107 34,328 Assets held for sale 2,341 - Deferred income taxes, current 6,975 13,803 Total current assets 760,973 1,022,573 Property, plant and equipment, net 76,232 42,320 Goodwill 56,271 52,003 Deferred income taxes 2,998 9,403 Other assets, net 37,749 21,735 Total assets $ 934,223 $ 1,148,034 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 44,784 $ 32,220 Accrued expenses and other current liabilities 135,003 183,010 Deferred profit 5,911 4,109 Income taxes payable 4,446 56,369 Liabilities of discontinued segment held for sale 5,359 5,359 Current portion of long-term debt 243 101,367 Total current liabilities 195,746 382,434 Long-term debt 2,470 2,654 Other liabilities 755 434 Total liabilities 198,971 385,522 Equity 735,252 762,512 Total liabilities and equity $ 934,223 $ 1,148,034

Q3 and Nine Month 2011 Reconciliation of GAAP to Non-GAAP Results Reconciliation of GAAP to non-GAAP results (In thousands, except per share data) (Unaudited) Three months ended Nine months ended September 30, September 30, 2011 2010 2011 2010 Adjusted EBITA Operating income $ 73,883 $ 98,169 $ 244,061 $ 193,065 Adjustments: Amortization 1,277 928 3,519 2,785 Equity-based compensation 2,951 2,356 9,472 6,222 Restructuring - - - (179) (1) Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") $ 78,111 $ 101,453 $ 257,052 $ 201,893 Non-GAAP Net Income Net income from continuing operations (GAAP basis) $ 52,617 $ 93,687 $ 166,914 $ 173,753 Non-GAAP adjustments: Amortization 1,277 928 3,519 2,785 Equity-based compensation 2,951 2,356 9,472 6,222 Restructuring - - - (179) (1) Loss on extinguishment of debt - - 3,349 - Non-cash portion of interest expense - 769 (2) 1,260 (2) 2,271 (2) Income tax effect of non-GAAP adjustments (3,498) (3) (32,360) (3) (6,441) (3) (55,514) (3) Non-GAAP Net Income $ 53,347 $ 65,380 $ 178,073 $ 129,338 Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") $ 1.33 $ 1.55 $ 4.25 $ 3.07 Diluted weighted average shares outstanding 40,069 42,258 41,941 42,175 (1) During the first quarter of 2010, we recorded a restructuring credit of $0.2 million associated with a change in estimate. (2) Adjustment to exclude non-cash interest expense on convertible subordinated notes. (3) By the end of 2010, the Company had fully utilized all prior NOL and tax credit carryfowards. As a result, beginning in 2011, the Company utilized the with and without method, at a 30.76% effective rate forecasted for the full year, to determine the income tax effect of non-GAAP adjustments. During the second quarter of 2010 we provided for income taxes at a 35% statutory rate to determine the income tax effect of non-GAAP adjustments.

Q4 Guidance Reconciliation Reconciliation of GAAP to non-GAAP results (In thousands, except per share data) (Unaudited) Guidance for the three months ending December 31, 2011 LOW HIGH Adjusted EBITA Operating income $ 25,535 $ 43,535 Adjustments: Amortization 1,237 1,237 Equity-based compensation 3,410 3,410 Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") $ 30,182 $ 48,182 Non-GAAP Net Income Net income from continuing operations (GAAP basis) $ 17,988 $ 30,526 Non-GAAP adjustments: Amortization 1,237 1,237 Equity-based compensation 3,410 3,410 Income tax effect of non-GAAP adjustments (1,538) (1) (1,613) (1) Non-GAAP Net Income $ 21,097 $ 33,560 Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") $ 0.54 $ 0.86 Diluted weighted average shares outstanding 39,000 39,000 (1) By the end of 2010, the Company had fully utilized all prior NOL and tax credit carryfowards. As a result, beginning in 2011, the Company utilized the with and without method, at a 30.76% effective rate forecasted for the full year, to determine the income tax effect of non-GAAP adjustments.

Full Year 2011 Guidance Reconciliation Reconciliation of GAAP to non-GAAP results (In thousands, except per share data) (Unaudited) Guidance for the year ending December 31, 2011 LOW HIGH Adjusted EBITA Operating income $ 264,986 $ 282,986 Adjustments: Amortization 4,756 4,756 Loss on extinguishment of debt 3,349 3,349 Non-cash portion of interest expense 1,260 1,260 Equity-based compensation 12,881 12,881 Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") $ 287,232 $ 305,232 Non-GAAP Net Income Net income from continuing operations (GAAP basis) $ 185,774 $ 198,374 Non-GAAP adjustments: Amortization 4,756 4,756 Equity-based compensation 12,881 12,881 Loss on extinguishment of debt 3,349 3,349 Non-cash portion of interest expense 1,260 1,260 Income tax effect of non-GAAP adjustments (8,860) (1) (8,996) (1) Non-GAAP Net Income $ 199,160 $ 211,624 Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") $ 4.81 $ 5.11 Diluted weighted average shares outstanding 41,400 41,400 (1) By the end of 2010, the Company had fully utilized all prior NOL and tax credit carryfowards. As a result, beginning in 2011, the Company utilized the with and without method, at a 30.76% effective rate forecasted for the full year, to determine the income tax effect of non-GAAP adjustments.

Segment Data Segment Bookings, Revenues, and Reconciliation of Operating Income (Loss) to Adjusted EBITA (Loss) (In thousands) (Unaudited) Three months ended Nine months ended September 30, September 30, 2011 2010 2011 2010 LED & Solar Bookings $ 111,898 $ 243,207 $ 583,424 $ 715,232 Revenues $ 233,865 $ 242,613 $ 667,697 $ 537,662 Operating income $ 70,899 $ 97,093 $ 227,917 $ 190,270 Amortization 924 487 2,364 1,461 Equity-based compensation 992 324 2,567 939 Adjusted EBITA $ 72,815 $ 97,904 $ 232,848 $ 192,670 Data Storage Bookings $ 21,188 $ 34,972 $ 91,350 $ 111,369 Revenues $ 34,094 $ 34,481 $ 119,753 $ 93,468 Operating income $ 7,185 $ 8,570 $ 31,087 $ 19,631 Amortization 353 383 1,072 1,149 Equity-based compensation 339 258 999 781 Restructuring - - - (179) Adjusted EBITA $ 7,877 $ 9,211 $ 33,158 $ 21,382 Unallocated Corporate Operating loss $ (4,201) $ (7,494) $ (14,943) $ (16,836) Amortization - 58 83 175 Equity-based compensation 1,620 1,774 5,906 4,502 Adjusted loss $ (2,581) $ (5,662) $ (8,954) $ (12,159) Total Bookings $ 133,086 $ 278,179 $ 674,774 $ 826,601 Revenues $ 267,959 $ 277,094 $ 787,450 $ 631,130 Operating income $ 73,883 $ 98,169 $ 244,061 $ 193,065 Amortization 1,277 928 3,519 2,785 Equity-based compensation 2,951 2,356 9,472 6,222 Restructuring - - - (179) Adjusted EBITA $ 78,111 $ 101,453 $ 257,052 $ 201,893

Earnings Conference Call 10/24/11