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):  April 25, 2012

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))

Item 2.02   Results of Operations and Financial Condition.

On April 30, 2012, Veeco Instruments Inc. (“Veeco” or the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2012.  In connection with the release and the related conference call, Veeco posted a presentation relating to its first quarter 2012 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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2012, the Company amended its employment agreement with John R. Peeler, its Chief Executive Officer.  The amendment extends the Company’s obligation to reimburse the reasonable housing expenses of Mr. Peeler in the Woodbury, New York area and his transportation expenses to/from the Woodbury area from/to his home in Maryland, including tax gross-up for these amounts, through April 25, 2015, and provides that such amounts shall not exceed $150,000 per year.  A copy of the amendment will be filed with the Commission in an upcoming filing.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco dated April 30, 2012
99.2	Veeco Q1 2012 Financial Results, Earnings Conference Call, April 30, 2012

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.

2

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.

April 30, 2012	VEECO INSTRUMENTS INC.
	By:	/s/ Gregory A. Robbins
	Name: Gregory A. Robbins
	Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Veeco dated April 30, 2012
99.2	Veeco Q1 2012 Financial Results, Earnings Conference Call, April 30, 2012

3

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 FIRST QUARTER 2012 FINANCIAL RESULTS

Plainview, NY, April 30, 2012 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the first quarter ended March 31, 2012.  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.”

GAAP Results ($M except EPS)

	Q1 ‘12		Q1 ‘11
Revenues	$	139.9	$	254.7
Net income	$	16.5	$	58.0
EPS (diluted)	$	0.42	$	1.36

Non-GAAP Results ($M except EPS)

	Q1 ‘12		Q1 ‘11
Net income	$	19.0	$	61.3
EPS (diluted)	$	0.49	$	1.44

First Quarter 2012 Results

John R. Peeler, Veeco’s Chief Executive Officer, commented, “We are executing well during the downturn in MOCVD demand.  Veeco’s first quarter revenue reached the top of our guidance at $140 million. Adjusted EBITA and non-GAAP earnings per share were $25 million and $0.49, respectively, on strong performance on the gross margin line and good expense management.”  Veeco generated about $42 million in cash flow from operations, ending the quarter with $524 million in cash and short term investments.  First quarter LED & Solar revenues were $96 million, including $82 million in MOCVD and $14 million in MBE.  Data Storage revenues were $44 million.

“As anticipated, we experienced a weak bookings environment in Q1, with total orders of approximately $113 million,” continued Mr. Peeler. “LED & Solar orders totaled $85 million, with $70 million in MOCVD and $15 million in MBE.  MOCVD orders increased 19% sequentially, with system orders from customers in Korea, China, Taiwan, Japan and North America. MBE orders increased 71% sequentially on production orders from wireless customers.  Data Storage bookings declined 62% sequentially to $29 million as customer consolidation activity temporarily stalled capacity investments.”  Veeco’s book-to-bill ratio was 0.81 to 1 and quarter-end backlog was $305 million.

Second Quarter 2012 Guidance & Outlook

Veeco’s second quarter 2012 revenue is currently forecasted to be between $120 million and $145 million. Earnings per share are currently forecasted to be between $0.20 to $0.40 on a GAAP basis, and $0.29 to $0.48 on a non-GAAP basis. Please refer to the attached financial table for more details.

Mr. Peeler commented, “I am proud of our team’s ability to execute, stay nimble and deliver solid profitability in a tough year.  We are experiencing growth in our Data Storage and MBE businesses, as well as in Services across all of our technologies. Veeco is focused on keeping our infrastructure lean and

1

discretionary costs low, while at the same time developing next-generation technology solutions to drive future growth. We are on track to deliver 2012 revenue of $500-600 million.”

Mr. Peeler continued, “While MOCVD bookings grew modestly in the first quarter, we have not yet seen a clear inflection in customer buying patterns.  LED customers remain cautious about capacity investment plans and it is still unclear when the MOCVD market will recover. Some positive signs are emerging, including increasing tool utilization rates in Korea, Taiwan and China, and a pick-up in customer quoting activity.”

“Overall, we are seeing positive trends in LED lighting — lower prices, more LED lamp products, and heightened consumer awareness.  LED manufacturers are focused on how to position their businesses for growth as LEDs become the dominant lighting technology.  Despite the business decline in 2012, we firmly believe that the future MOCVD market opportunity will be larger than what we have experienced so far.  With leading market share, strong LED customer relationships, technology leadership, and lowest cost of ownership production systems, Veeco is poised for substantive long term growth in LED lighting,” concluded Mr. Peeler.

Conference Call Information

A conference call reviewing these results has been scheduled for 5:00pm ET today at 1-877-419-6590 (toll free) or 1-719-325-4834 using passcode 8772364. 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 May 14, 2012 at 888-203-1112 or 719-457-0820, using passcode 8772364, and 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, 2011 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
	March 31,
	2012			2011
Net sales	$	139,909		$	254,676
Cost of sales	74,641			123,713
Gross profit	65,268			130,963
Operating expenses (income):
Selling, general and administrative	19,773			22,936
Research and development	23,306			19,871
Amortization	1,215			908
Restructuring	63			—
Other, net	(35		)	40
Total operating expenses	44,322			43,755
Operating income	20,946			87,208
Interest (income) expense, net	(203		)	1,299
Loss on extinguishment of debt	—			304
Income from continuing operations before income taxes	21,149			85,605
Income tax provision	4,687			27,626
Income from continuing operations	16,462			57,979
Loss from discontinued operations, net of tax	(50		)	(5,337		)
Net income	$	16,412		$	52,642
Income (loss) per common share:
Basic:
Continuing operations	$	0.43		$	1.46
Discontinued operations	—			(0.14		)
Income	$	0.43		$	1.32
Diluted:
Continuing operations	$	0.42		$	1.36
Discontinued operations	—			(0.12		)
Income	$	0.42		$	1.24
Weighted average shares outstanding:
Basic	38,261			39,842
Diluted	38,863			42,531

3

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	March 31,		December 31,
	2012		2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	275,332	$	217,922
Short-term investments	247,826		273,591
Restricted cash	852		577
Accounts receivable, net	90,341		95,038
Inventories, net	103,276		113,434
Prepaid expenses and other current assets	27,948		40,756
Assets held for sale	2,341		2,341
Deferred income taxes, current	10,222		10,885
Total current assets	758,138		754,544
Property, plant and equipment, net	91,998		86,067
Goodwill	55,828		55,828
Other assets, net	38,388		39,624
Total assets	$	944,352	$	936,063
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	38,243	$	40,398
Accrued expenses and other current liabilities	103,219		107,656
Deferred profit	7,612		10,275
Income taxes payable	1,888		3,532
Liabilities of discontinued segment held for sale	5,359		5,359
Current portion of long-term debt	253		248
Total current liabilities	156,574		167,468
Deferred income taxes	5,023		5,029
Long-term debt	2,341		2,406
Other liabilities	436		640
Total liabilities	164,374		175,543
Equity	779,978		760,520
Total liabilities and equity	$	944,352	$	936,063

4

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to non-GAAP results

(In thousands, except per share data)

(Unaudited)

	Three months ended
	March 31,
	2012			2011
Adjusted EBITA
Operating income	$	20,946		$	87,208
Adjustments:
Amortization	1,215			908
Equity-based compensation	3,130			2,800
Restructuring	63		(1)	—
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	25,354		$	90,916
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	16,462		$	57,979
Non-GAAP adjustments:
Amortization	1,215			908
Equity-based compensation	3,130			2,800
Restructuring	63		(1)	—
Loss on extinguishment of debt	—			304
Non-cash portion of interest expense	—			769		(2)
Income tax effect of non-GAAP adjustments	(1,909		)(3)	(1,451		)(3)
Non-GAAP Net Income	$	18,961		$	61,309
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	0.49		$	1.44
Diluted weighted average shares outstanding	38,863			42,531

(1) During the first quarter of 2012, we recorded restructuring charges totaling $0.1 million related to a company-wide reorganization executed during the second half of 2011.

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

(3) The Company utilized the with and without method 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 June 30, 2012
	LOW			HIGH
Adjusted EBITA
Operating income	$	9,087		$	19,355
Adjustments:
Amortization	1,289			1,289
Equity-based compensation	4,096			4,096
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	14,472		$	24,740
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	7,698		$	15,706
Non-GAAP adjustments:
Amortization	1,289			1,289
Equity-based compensation	4,096			4,096
Income tax effect of non-GAAP adjustments	(1,766		)(1)	(2,156		)(1)
Non-GAAP Net Income	$	11,317		$	18,935
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	0.29		$	0.48
Diluted weighted average shares outstanding	39,200			39,200

(1) The Company utilizes the with and without method 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

Segment Bookings, Revenues, and Reconciliation

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

(In thousands)

(Unaudited)

	Three months ended
	March 31,
	2012			2011
LED & Solar
Bookings	$	84,629		$	198,245
Revenues	$	95,574		$	214,698
Operating income	$	15,559		$	79,811
Amortization	863			487
Equity-based compensation	1,006			679
Restructuring	58			—
Adjusted EBITA	$	17,486		$	80,977
Data Storage
Bookings	$	28,769		$	32,614
Revenues	$	44,335		$	39,978
Operating income	$	8,185		$	11,560
Amortization	352			363
Equity-based compensation	411			308
Restructuring	5			—
Adjusted EBITA	$	8,953		$	12,231
Unallocated Corporate
Operating loss	$	(2,798	)	$	(4,163	)
Amortization	—			58
Equity-based compensation	1,713			1,813
Adjusted loss	$	(1,085	)	$	(2,292	)
Total
Bookings	$	113,398		$	230,859
Revenues	$	139,909		$	254,676
Operating income	$	20,946		$	87,208
Amortization	1,215			908
Equity-based compensation	3,130			2,800
Restructuring	63			—
Adjusted EBITA	$	25,354		$	90,916

7

EX-99.2

Exhibit 99.2

Q1 2012 Financial Results Earnings Conference Call April 30, 2012

4/30/12 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, 2011 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 and reflects the discontinuation of Veeco’s CIGS Solar Systems Business in the third quarter of 2011. Safe Harbor Statement

Introduction John Peeler, Chief Executive Officer

Financial Highlights David Glass, Chief Financial Officer

Q1 2012 Revenue in Line...Profit Ahead of Guidance z Q1 2012 Q1 2011 $1.44 4/30/12

Total Revenue: $140M Q1 2012 Revenue & Adjusted EBITA LED & Solar $96M Down from $215M in Q1 2011 MOCVD at $82M in Q1 2012 ($M) Q1 ‘12 Q1 ’11 Adj EBITA $17.5 $81.0 ($M) Q1 ‘12 Q1 ‘11 Adj EBITA $9.0 $12.2 Data Storage $44M Up from $40M in Q1 2011 4/30/12

Total Bookings: $113M Q1 2012 Bookings Weak as Anticipated LED & Solar ~$85M Down from $198M in Q1 2011; up 26% from $67M in Q4 2011 MOCVD at $70M (+19% sequentially) and MBE at $15M (+71% sequentially) Data Storage $29M Down from $33M reported Q1 2011 4/30/12

Veeco’s Strong Balance Sheet 3/31/12 12/31/11 Cash & Short-term Investments* $524 $492 Accounts Receivable 90 95 Inventory 103 113 Fixed Assets, Net 92 86 Total Assets 944 936 Long-term Debt (including current portion) 3 3 Equity 780 761 4/30/12 Generated $42M in cash from operations Accounts receivable decreased to $90M (DSO = 58) Inventory declined by ~$10M to $103M (2.9 turns) ($ millions) Balance Sheet * Includes restricted cash of $0.9M at 3/31/12 and $0.6M at 12/31/11

Q2 2012 Guidance 4/30/12 Note: Guidance is for Veeco’s Continuing Operations See reconciliation to GAAP at end of presentation Q2 2012 Revenue $120-145M Gross Margins 44-46% Operating Spending $43-46M Adjusted EBITA 12-17% GAAP EPS $0.20-0.40 Non-GAAP EPS $0.29-0.48

4/30/12 Flexible Model Drives Profit through Cycles Quarterly Revenue EBITA % $100-125M 5-10% $125-150M 10-20% $150-200M 20-30% $200-300M 30-35%+ Revenue $Millions 2010 2011 2012 Flexible Manufacturing & Variable Costs $120-145F EBITA % Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2F Q1 2012 18% EBITA Q4 2010 38% EBITA

Business Outlook John Peeler, Chief Executive Officer

MOCVD Business Conditions Remain Muted 4/30/12 Bookings improved modestly in Q1 2012 Biggest sequential change in Taiwan and Korea No clear inflection in customer buying; customers remain cautious...unclear when orders improve Positive signs are emerging – increasing tool utilization rates in Korea, Taiwan (~80%) and key customers in China Pick-up in quoting activity

4/30/12 Lower pricing LED bulb price dip accelerating (<$10 for 40W) More LED lamp products available Heightened consumer awareness New LED Icon Positive Trends in LED Lighting

SSL Adoption Drives Need for More MOCVD Reactors 4/30/12 2013 2014 2015 2016 1000 500 0 Demand Accelerates in 2013 Base Case TAM ~400-800 reactors per year 540 690 760 Base Case GaN MOCVD Reactor Shipments for LEDs (units)  Upside Range  Base Range  Downside Range 460 Veeco Estimates

Our Technology Roadmap is Aligned To Lighting Industry Requirements 4/30/12 LED TV Market $4.3B1 LED Lighting Market $13.3B2 Veeco Roadmap Will Drive ~3X Epi Cost Reduction: Yield, Process Capability & Architecture 2010 2011 2012 and beyond SSL Will Be A Multi-Billion $ MOCVD Market MaxBright Industry-first Multi-chamber System; 500% Productivity Increase K465i Focus on Yield Improvement Notes: 1) LED TV Revenue 2009 to 2011 IMS Research; 2) LED Lighting Revenue 2013 to 2015 IMS Research

GaN Power Electronics: Emerging MOCVD Opportunity Large Growing Market: GaN Power Electronics Power Electronics device market is expected to surpass $35B by 20201 GaN-based power devices offer higher efficiency, switching speed and lower power consumption Veeco winning at key global Power Device players for GaN R&D Notes: 1) Yole Nov 2011, 2) IMS Research Feb 2012 Power Supplies Solar Consumer Electronics Clean Energy Automobile 4/30/12 GaN Power Device Market2 71% CAGR

Data Storage Business Growth: More than Just Hard Drives 4/30/12 End Market Blended CAGR ~20% High Performance Optical Coatings MEMS & Magnetic Sensors Veeco’s 2011 Data Storage Revenue $151M 65% 35% *Seagate Technology End Market CAGR ~ 10% Lap & Dice From 1960- 2010 approximately 1 billion terabytes of data was stored. In 2012, 1 billion terabytes will be stored.*

Growing Services Business Services business grew to nearly $100M in 2011, record Q1 2012 $31M Broad range of spare parts, consumables, upgrades that drive tool performance 400 MOCVD reactors go “off-warranty” this year – sell extended plans Asia centers ideal for customer training and process development support New VCE business resells refurbished tools with Veeco warranty 4/30/12 2012 Goal 40% Growth

2012 Outlook Unchanged $500-600M 4/30/12 MOCVD recovery will be driven by LED lighting investments and growing sales for new applications Data Storage, MBE and Services provide “cushion” during LED market pause Focused on driving future growth while delivering strong profitability in a down revenue year Maintain high R&D investment Highly-variable cost model

Investment Rationale 4/30/12 1 Market Leaders We are the leader in each of our core technologies – MOCVD, MBE, IBE/IBD and Advanced Thin Film Process Technologies 2 Exceptional Technology Our people, technology and process knowledge enables us to deliver systems with the lowest CoO to the world’s leading companies 3 Tied to High Growth Markets LEDs for lighting, power electronics for energy conversion, hard drives, wireless chips and MEMS for cloud computing and state-of-the-art electronics 4 High-Performance Organization Fast and agile culture featuring speed as a competitive differentiator, customers count on our flexibility and value proposition

Additional Financial Slides

4/30/12 Income Statement Veeco Instruments Inc. and Subsidiaries Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited) Three months ended March 31, 2012 2011 Net sales $ 139,909 $ 254,676 Cost of sales 74,641 123,713 Gross profit 65,268 130,963 Operating expenses (income): Selling, general and administrative 19,773 22,936 Research and development 23,306 19,871 Amortization 1,215 908 Restructuring 63 - Other, net (35) 40 Total operating expenses 44,322 43,755 Operating income 20,946 87,208 Interest (income) expense, net (203) 1,299 Loss on extinguishment of debt - 304 Income from continuing operations before income taxes 21,149 85,605 Income tax provision 4,687 27,626 Income from continuing operations 16,462 57,979 Loss from discontinued operations, net of tax (50) (5,337) Net income $ 16,412 $ 52,642 Income (loss) per common share: Basic: Continuing operations $ 0.43 $ 1.46 Discontinued operations - (0.14) Income $ 0.43 $ 1.32 Diluted: Continuing operations $ 0.42 $ 1.36 Discontinued operations - (0.12) Income $ 0.42 $ 1.24 Weighted average shares outstanding: Basic 38,261 39,842 Diluted 38,863 42,531

4/30/12 Balance Sheets Veeco Instruments Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands) March 31, December 31, 2012 2011 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 275,332 $ 217,922 Short-term investments 247,826 273,591 Restricted cash 852 577 Accounts receivable, net 90,341 95,038 Inventories, net 103,276 113,434 Prepaid expenses and other current assets 27,948 40,756 Assets held for sale 2,341 2,341 Deferred income taxes, current 10,222 10,885 Total current assets 758,138 754,544 Property, plant and equipment, net 91,998 86,067 Goodwill 55,828 55,828 Other assets, net 38,388 39,624 Total assets $ 944,352 $ 936,063 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 38,243 $ 40,398 Accrued expenses and other current liabilities 103,219 107,656 Deferred profit 7,612 10,275 Income taxes payable 1,888 3,532 Liabilities of discontinued segment held for sale 5,359 5,359 Current portion of long-term debt 253 248 Total current liabilities 156,574 167,468 Deferred income taxes 5,023 5,029 Long-term debt 2,341 2,406 Other liabilities 436 640 Total liabilities 164,374 175,543 Equity 779,978 760,520 Total liabilities and equity $ 944,352 $ 936,063

4/30/12 Q1 2012 Reconciliation Veeco Instruments Inc. and Subsidiaries Reconciliation of GAAP to non-GAAP results (In thousands, except per share data) (Unaudited) Three months ended March 31, 2012 2011 Adjusted EBITA Operating income $ 20,946 $ 87,208 Adjustments: Amortization 1,215 908 Equity-based compensation 3,130 2,800 Restructuring 63 (1) - Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") $ 25,354 $ 90,916 Non-GAAP Net Income Net income from continuing operations (GAAP basis) $ 16,462 $ 57,979 Non-GAAP adjustments: Amortization 1,215 908 Equity-based compensation 3,130 2,800 Restructuring 63 (1) - Loss on extinguishment of debt - 304 Non-cash portion of interest expense - 769 (2) Income tax effect of non-GAAP adjustments (1,909) (3) (1,451) (3) Non-GAAP Net Income $ 18,961 $ 61,309 Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") $ 0.49 $ 1.44 Diluted weighted average shares outstanding 38,863 42,531 (1) During the first quarter of 2012, we recorded restructuring charges totaling $0.1 million related to a company-wide reorganization executed during the second half of 2011. (2) Adjustment to exclude non-cash interest expense on convertible subordinated notes. (3) The Company utilized the with and without method 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.

4/30/12 Q2 2012 Guidance Reconciliation 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 June 30, 2012 LOW HIGH Adjusted EBITA Operating income $ 9,087 $ 19,355 Adjustments: Amortization 1,289 1,289 Equity-based compensation 4,096 4,096 Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") $ 14,472 $ 24,740 Non-GAAP Net Income Net income from continuing operations (GAAP basis) $ 7,698 $ 15,706 Non-GAAP adjustments: Amortization 1,289 1,289 Equity-based compensation 4,096 4,096 Income tax effect of non-GAAP adjustments (1,766) (1) (2,156) (1) Non-GAAP Net Income $ 11,317 $ 18,935 Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") $ 0.29 $ 0.48 Diluted weighted average shares outstanding 39,200 39,200 (1) The Company utilizes the with and without method 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.

4/30/12 Segment Data Veeco Instruments Inc. and Subsidiaries Segment Bookings, Revenues, and Reconciliation of Operating Income (Loss) to Adjusted EBITA (Loss) (In thousands) (Unaudited) Three months ended March 31, 2012 2011 LED & Solar Bookings $ 84,629 $ 198,245 Revenues $ 95,574 $ 214,698 Operating income $ 15,559 $ 79,811 Amortization 863 487 Equity-based compensation 1,006 679 Restructuring 58 - Adjusted EBITA $ 17,486 $ 80,977 Data Storage Bookings $ 28,769 $ 32,614 Revenues $ 44,335 $ 39,978 Operating income $ 8,185 $ 11,560 Amortization 352 363 Equity-based compensation 411 308 Restructuring 5 - Adjusted EBITA $ 8,953 $ 12,231 Unallocated Corporate Operating loss $ (2,798) $ (4,163) Amortization - 58 Equity-based compensation 1,713 1,813 Adjusted loss $ (1,085) $ (2,292) Total Bookings $ 113,398 $ 230,859 Revenues $ 139,909 $ 254,676 Operating income $ 20,946 $ 87,208 Amortization 1,215 908 Equity-based compensation 3,130 2,800 Restructuring 63 - Adjusted EBITA $ 25,354 $ 90,916