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):  July 26, 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 July 26, 2012, Veeco Instruments Inc. (“Veeco” or the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2012.  In connection with the release and the related conference call, Veeco posted a presentation relating to its second 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 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco dated July 26, 2012
99.2	Veeco Q2 2012 Financial Results, Earnings Conference Call, July 26, 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.

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.

July 26, 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 July 26, 2012
99.2	Veeco Q2 2012 Financial Results, Earnings Conference Call, July 26, 2012

2

EX-99.1

EXHIBIT 99.1

NEWS

Veeco Instruments Inc., 1 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 SECOND QUARTER 2012 FINANCIAL RESULTS

Plainview, NY, July 26, 2012 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the second quarter ended June 30, 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)

	Q2 ‘12		Q2 ‘11
Revenues	$	136.5	$	264.8
Net income	$	11.0	$	56.3
EPS (diluted)	$	0.28	$	1.31

Non-GAAP Results ($M except EPS)

	Q2 ‘12		Q2 ‘11
Net income	$	14.5	$	63.4
EPS (diluted)	$	0.37	$	1.47

Second Quarter 2012 Results

John R. Peeler, Veeco’s Chairman and Chief Executive Officer, commented, “Veeco continues to deliver solid results in a soft market. Second quarter revenue was $137 million, and adjusted EBITA and non-GAAP earnings per share were $20 million and $0.37, respectively, with gross margins of 45%.  Veeco generated about $19 million in cash flow from operations, ending the quarter with $540 million in cash and short term investments.”  Second quarter LED & Solar revenues were $87 million, including $75 million in MOCVD and $12 million in MBE.  Data Storage revenues were $50 million.

“As anticipated, we experienced a challenging bookings environment in Q2, with total orders of approximately $103 million,” continued Mr. Peeler. “Across our markets, macro-economic concerns and weakness in TV, PC and consumer electronics sales are delaying customers’ capex purchases.”  Veeco’s LED & Solar orders totaled $77 million, with MOCVD flat sequentially at $70 million and MBE declining 50% to $7 million.  Data Storage bookings remained weak at $25 million. Veeco’s book-to-bill ratio was 0.75 to 1 and quarter-end backlog, after a $30 million adjustment, was $241 million.

Third Quarter 2012 Guidance & Outlook

Veeco’s third quarter 2012 revenue is currently forecasted to be between $120 million and $140 million.  Earnings per share are currently forecasted to be between $0.12 to $0.29 on a GAAP basis, and $0.22 to $0.38 on a non-GAAP basis. Please refer to the attached financial table for more details.

Mr. Peeler commented, “We are executing on our plan to deliver solid profitability in a down revenue year while investing for future growth.  At the mid-point of the year, we are tightening our 2012 revenue guidance to between $520 and $560 million.  Assuming macro-economic conditions do not worsen, we currently anticipate a gradual order recovery in the second half of 2012.”

1

Mr. Peeler continued, “MOCVD orders appear to be bumping along the bottom and we have not yet seen a meaningful inflection in customer buying.  However, utilization rates are up at key customer facilities in China, Taiwan and Korea, and we have seen a pick-up in quoting activity as customers plan future capacity expansions to ensure their position in LED lighting for 2013 and beyond.  We continue to win in the market due to our low cost of ownership solutions that drive customers’ yield and productivity, most recently through our new TurboDisc® ‘M’ and ‘HP’ product suite.”

Conference Call Information

A conference call reviewing these results has been scheduled for 5:00pm ET today at 1-877-419-6594 (toll free) or 1-719-325-4768 using passcode 4807787. 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 August 9, 2012 at 888-203-1112 or 719-457-0820, using passcode 4807787, or on the Veeco website. Please follow along with our slide presentation also posted on the website.

About Veeco

Veeco’s process equipment solutions enable the manufacture of LEDs, power electronics, hard drives, MEMS and wireless chips.  We are the market leader in MOCVD, MBE, Ion Beam and other advanced thin film process technologies.  Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage and allow our customers to maximize productivity and achieve lower cost of ownership.  For information on our company, products and worldwide service and support, please visit 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						Six months ended
	June 30,						June 30,
	2012			2011			2012			2011
Net sales	$	136,547		$	264,815		$	276,456		$	519,491
Cost of sales	75,293			129,466			149,934			253,179
Gross profit	61,254			135,349			126,522			266,312
Operating expenses (income):
Selling, general and administrative	20,893			27,461			40,666			50,397
Research and development	23,910			23,652			47,216			43,523
Amortization	1,185			1,334			2,400			2,242
Restructuring	—			—			63			—
Other, net	146			(68		)	111			(28		)
Total operating expenses	46,134			52,379			90,456			96,134
Operating income	15,120			82,970			36,066			170,178
Interest (income) expense, net	(329		)	86			(532		)	1,385
Loss on extinguishment of debt	—			3,045			—			3,349
Income from continuing operations before income taxes	15,449			79,839			36,598			165,444
Income tax provision	4,438			23,521			9,125			51,147
Income from continuing operations	11,011			56,318			27,473			114,297
Income (loss) from discontinued operations, net of tax	807			(37,112		)	757			(42,449		)
Net income	$	11,818		$	19,206		$	28,230		$	71,848
Income (loss) per common share:
Basic:
Continuing operations	$	0.29		$	1.37		$	0.72		$	2.83
Discontinued operations	0.02			(0.90		)	0.02			(1.05		)
Income	$	0.31		$	0.47		$	0.74		$	1.78
Diluted:
Continuing operations	$	0.28		$	1.31		$	0.71		$	2.67
Discontinued operations	0.02			(0.86		)	0.02			(0.99		)
Income	$	0.30		$	0.45		$	0.73		$	1.68
Weighted average shares outstanding:
Basic	38,370			40,998			38,315			40,433
Diluted	38,988			43,002			38,925			42,780

3

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	June 30,		December 31,
	2012		2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	317,047	$	217,922
Short-term investments	221,832		273,591
Restricted cash	851		577
Accounts receivable, net	95,125		95,038
Inventories, net	90,729		113,434
Prepaid expenses and other current assets	28,577		40,756
Assets of discontinued segment held for sale	—		2,341
Deferred income taxes, current	10,298		10,885
Total current assets	764,459		754,544
Property, plant and equipment, net	97,068		86,067
Goodwill	55,828		55,828
Other assets, net	32,620		39,624
Total assets	$	949,975	$	936,063
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	32,652	$	40,398
Accrued expenses and other current liabilities	95,168		107,656
Deferred profit	10,301		10,275
Income taxes payable	1,350		3,532
Liabilities of discontinued segment held for sale	5,359		5,359
Current portion of long-term debt	258		248
Total current liabilities	145,088		167,468
Deferred income taxes	5,023		5,029
Long-term debt	2,275		2,406
Other liabilities	324		640
Total liabilities	152,710		175,543
Equity	797,265		760,520
Total liabilities and equity	$	949,975	$	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						Six months ended
	June 30,						June 30,
	2012			2011			2012			2011
Adjusted EBITA
Operating income	$	15,120		$	82,970		$	36,066		$	170,178
Adjustments:
Amortization	1,185			1,334			2,400			2,242
Equity-based compensation	4,014			3,717			7,144			6,517
Restructuring	—			—			63		(1)	—
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	20,319		$	88,021		$	45,673		$	178,937
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	11,011		$	56,318		$	27,473		$	114,297
Non-GAAP adjustments:
Amortization	1,185			1,334			2,400			2,242
Equity-based compensation	4,014			3,717			7,144			6,517
Restructuring	—			—			63		(1)	—
Loss on extinguishment of debt	—			3,045			—			3,349
Non-cash portion of interest expense	—			490		(2)	—			1,259		(2)
Income tax effect of non-GAAP adjustments	(1,718		)(3)	(1,492		)(3)	(3,628		)(3)	(2,943		)(3)
Non-GAAP Net Income	$	14,492		$	63,412		$	33,452		$	124,721
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	0.37		$	1.47		$	0.86		$	2.92
Diluted weighted average shares outstanding	38,988			43,002			38,925			42,780

(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 September 30, 2012
	LOW			HIGH
Adjusted EBITA
Operating income	$	6,317		$	15,103
Adjustments:
Amortization	1,264			1,264
Equity-based compensation	4,238			4,238
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	11,819		$	20,605
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	4,781		$	11,411
Non-GAAP adjustments:
Amortization	1,264			1,264
Equity-based compensation	4,238			4,238
Income tax effect of non-GAAP adjustments	(1,708		)(1)	(1,973		)(1)
Non-GAAP Net Income	$	8,575		$	14,940
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	0.22		$	0.38
Diluted weighted average shares outstanding	39,000			39,000

(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						Six months ended
	June 30,						June 30,
	2012			2011			2012			2011
LED & Solar
Bookings	$	77,294		$	273,282		$	161,923		$	471,527
Revenues	$	86,778		$	219,135		$	182,352		$	433,833
Operating income	$	7,630		$	77,207		$	23,189		$	157,018
Amortization	861			953			1,724			1,440
Equity-based compensation	1,096			892			2,102			1,571
Restructuring	—			—			58			—
Adjusted EBITA	$	9,587		$	79,052		$	27,073		$	160,029
Data Storage
Bookings	$	25,239		$	37,546		$	54,008		$	70,161
Revenues	$	49,769		$	45,680		$	94,104		$	85,658
Operating income	$	11,372		$	12,342		$	19,557		$	23,902
Amortization	324			356			676			719
Equity-based compensation	440			352			851			660
Restructuring	—			—			5			—
Adjusted EBITA	$	12,136		$	13,050		$	21,089		$	25,281
Unallocated Corporate
Operating loss	$	(3,882	)	$	(6,579	)	$	(6,680	)	$	(10,742	)
Amortization	—			25			—			83
Equity-based compensation	2,478			2,473			4,191			4,286
Adjusted loss	$	(1,404	)	$	(4,081	)	$	(2,489	)	$	(6,373	)
Total
Bookings	$	102,533		$	310,828		$	215,931		$	541,688
Revenues	$	136,547		$	264,815		$	276,456		$	519,491
Operating income	$	15,120		$	82,970		$	36,066		$	170,178
Amortization	1,185			1,334			2,400			2,242
Equity-based compensation	4,014			3,717			7,144			6,517
Restructuring	—			—			63			—
Adjusted EBITA	$	20,319		$	88,021		$	45,673		$	178,937

7

EX-99.2

Exhibit 99.2

Q2 2012 Financial Results Earnings Conference Call July 26, 2012

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, 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.

John Peeler, Chairman and CEO Q2 2012 Results Overview

Solid Q2 2012 Results In Line With Guidance Excellent Balance Sheet Performance: Cash at $540M Veeco 2012 On-Track: $520-560M Revenue 13-16% EBITA Revenue $137M, EBITA $20M, GM 45%, Non-GAAP EPS $0.37

Committed to Profitability Through Cycles Quarterly Revenue EBITA* % $100-125M 5-10% $125-150M 10-20% $150-200M 20-30% $200-300M 30-35%+ Highly Variable Cost Structure Revenue $Millions EBITA $137 Q2 2012 15% EBITA* $120-140F *Adjusted EBITA Q4 2010 38% EBITA* 2010 2011 2012

Weak Macro-Economy Impacts Customer Capex Overall Veeco Q2 orders at $103M Customers delaying capex across our end-markets MOCVD orders bumping along the bottom at $70M... flat with Q1 2012 Data Storage and MBE trended down during the quarter Currently expect orders to improve gradually in 2H12

Mixed Signals in the LED Market Good quoting activity; Slow order conversion rate Positives Fab utilization rates increased in Q2 LED chip demand in Taiwan and Korea has been steadily increasing LED bulb prices on steady downward trend Lighting performance and costs are rapidly improving Negatives Sluggish TV and consumer electronics sales Growing but low base of LED lighting

Data Storage Customers are Cautious Veeco revenue at record levels due to flood recovery support Capacity has caught up on rapid fab recovery and lower HDD TAM/Unit volumes Overall end market growth continues, but at a slow rate Customers tightly managing CAPEX

David Glass, CFO Q2 12 Results & Guidance

Q2 vs. Q1 2012 Financial Highlights Q2 2012 Q1 2012 $0.49 Q2 2012 Q1 2012 Gross Margins 45% 47% Operating Spending* $45M $43M Adjusted EBITA $20M $25M GAAP EPS $0.28 $0.42 Non-GAAP EPS $0.37 $0.49 *Excludes amortization see financial tables

Q2 2012 Revenue Highlights Total Revenue: $137M LED & Solar $87M MOCVD at $75M in Q2 2012; down 8% sequentially MBE at $12M ($M) Q2 ‘12 Q1 ’12 Adj EBITA $9.6 $17.5 ($M) Q2 ‘12 Q1 ‘12 Adj EBITA $12.1 $9.0 Data Storage $50M At record levels of quarterly revenue; up 12% sequentially

Q2 2012 Bookings Highlights Total Bookings: $103M LED & Solar ~$77M MOCVD at $70M; flat sequentially with Q1 2012 MBE down 50% sequentially to $7M; no wireless production buys Data Storage ~$25M Down 12% sequentially on continued capex pause

Strong Balance Sheet 6/30/12 3/31/12 Cash & Short-term Investments $540 $524 Accounts Receivable 95 90 Inventory 91 103 Fixed Assets, Net 97 92 Total Assets 950 944 Long-term Debt (including current portion) 3 3 Equity 797 780 ($ millions) Generated $19M in cash from operations Accounts receivable increased to $95M (DSO = 63 days) Inventory declined by $12M to $91M (Turns improved to 3.3x)

Q3 2012 Guidance and Spending Update Note: Guidance is for Veeco’s Continuing Operations See reconciliation to GAAP at end of presentation Q3 2012 Revenue $120-140M Gross Margins 44-45% Operating Spending $44-46M Adjusted EBITA 10-15% GAAP EPS $0.12-0.29 Non-GAAP EPS $0.22-0.38 Additional belt tightening being implemented Goal to get OPEX down to Q1 levels by Q4 Positioning Veeco to Remain Solidly Profitable in Continued Sluggish Environment

John Peeler, Outlook

LED Market Forecasted to Grow Tremendously 31% LED Market demand CAGR 40% LED lighting chip demand CAGR

K465i and MaxBright are #1 Selling MOCVD Systems Since Q3’10; Industry’s Highest Productivity 1 # Accelerated Pace of MOCVD System Development 2007 K465 2011 MaxBright 2010 K465i 2012 MaxBright® M™, MHP™ K465iHP™

Great Market Position 1H 2012 Veeco Market Share 62% #1 Supplier to 6 out of 10 LED Makers With the Most Merchant Tools Leaders Choose Veeco:

Outlook No Clear Sign that Economy is Improving Orders to Recover Gradually in 2H12 led by: China and Taiwan MOCVD investments Data Storage tech buys and some capex additions Continued Drive to Grow Services Business Remain Focused on Product Advancements and Customer Engagement

Summary – Positioned for Growth in 2013 and Beyond 1 Delivering Solid Financial Results in a Challenging Year 2 Market Leaders with Exceptional Technology; Aligned with Customer Roadmaps LED Lighting Poised for Massive Adoption Business Model Aligned for Success Through Cycles 3 4

Additional Financial Slides

Income Statements Veeco Instruments Inc. and Subsidiaries Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited) Three months ended Six months ended June 30, June 30, 2012 2011 2012 2011 Net sales $ 136,547 $ 264,815 $ 276,456 $ 519,491 Cost of sales 75,293 129,466 149,934 253,179 Gross profit 61,254 135,349 126,522 266,312 Operating expenses (income): Selling, general and administrative 20,893 27,461 40,666 50,397 Research and development 23,910 23,652 47,216 43,523 Amortization 1,185 1,334 2,400 2,242 Restructuring - - 63 - Other, net 146 (68) 111 (28) Total operating expenses 46,134 52,379 90,456 96,134 Operating income 15,120 82,970 36,066 170,178 Interest (income) expense, net (329) 86 (532) 1,385 Loss on extinguishment of debt - 3,045 - 3,349 Income from continuing operations before income taxes 15,449 79,839 36,598 165,444 Income tax provision 4,438 23,521 9,125 51,147 Income from continuing operations 11,011 56,318 27,473 114,297 Income (loss) from discontinued operations, net of tax 807 (37,112) 757 (42,449) Net income $ 11,818 $ 19,206 $ 28,230 $ 71,848 Income (loss) per common share: Basic: Continuing operations $ 0.29 $ 1.37 $ 0.72 $ 2.83 Discontinued operations 0.02 (0.90) 0.02 (1.05) Income $ 0.31 $ 0.47 $ 0.74 $ 1.78 Diluted: Continuing operations $ 0.28 $ 1.31 $ 0.71 $ 2.67 Discontinued operations 0.02 (0.86) 0.02 (0.99) Income $ 0.30 $ 0.45 $ 0.73 $ 1.68 Weighted average shares outstanding: Basic 38,370 40,998 38,315 40,433 Diluted 38,988 43,002 38,925 42,780

Balance Sheets Veeco Instruments Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands) June 30, December 31, 2012 2011 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 317,047 $ 217,922 Short-term investments 221,832 273,591 Restricted cash 851 577 Accounts receivable, net 95,125 95,038 Inventories, net 90,729 113,434 Prepaid expenses and other current assets 28,577 40,756 Assets of discontinued segment held for sale - 2,341 Deferred income taxes, current 10,298 10,885 Total current assets 764,459 754,544 Property, plant and equipment, net 97,068 86,067 Goodwill 55,828 55,828 Other assets, net 32,620 39,624 Total assets $ 949,975 $ 936,063 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 32,652 $ 40,398 Accrued expenses and other current liabilities 95,168 107,656 Deferred profit 10,301 10,275 Income taxes payable 1,350 3,532 Liabilities of discontinued segment held for sale 5,359 5,359 Current portion of long-term debt 258 248 Total current liabilities 145,088 167,468 Deferred income taxes 5,023 5,029 Long-term debt 2,275 2,406 Other liabilities 324 640 Total liabilities 152,710 175,543 Equity 797,265 760,520 Total liabilities and equity $ 949,975 $ 936,063

Q2 2012 Reconciliation Veeco Instruments Inc. and Subsidiaries Reconciliation of GAAP to non-GAAP results (In thousands, except per share data) (Unaudited) Three months ended Six months ended June 30, June 30, 2012 2011 2012 2011 Adjusted EBITA Operating income $ 15,120 $ 82,970 $ 36,066 $ 170,178 Adjustments: Amortization 1,185 1,334 2,400 2,242 Equity-based compensation 4,014 3,717 7,144 6,517 Restructuring - - 63 (1) - Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") $ 20,319 $ 88,021 $ 45,673 $ 178,937 Non-GAAP Net Income Net income from continuing operations (GAAP basis) $ 11,011 $ 56,318 $ 27,473 $ 114,297 Non-GAAP adjustments: Amortization 1,185 1,334 2,400 2,242 Equity-based compensation 4,014 3,717 7,144 6,517 Restructuring - - 63 (1) - Loss on extinguishment of debt - 3,045 - 3,349 Non-cash portion of interest expense - 490 (2) - 1,259 (2) Income tax effect of non-GAAP adjustments (1,718) (3) (1,492) (3) (3,628) (3) (2,943) (3) Non-GAAP Net Income $ 14,492 $ 63,412 $ 33,452 $ 124,721 Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") $ 0.37 $ 1.47 $ 0.86 $ 2.92 Diluted weighted average shares outstanding 38,988 43,002 38,925 42,780 (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.

Q3 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 September 30, 2012 LOW HIGH Adjusted EBITA Operating income $ 6,317 $ 15,103 Adjustments: Amortization 1,264 1,264 Equity-based compensation 4,238 4,238 Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") $ 11,819 $ 20,605 Non-GAAP Net Income Net income from continuing operations (GAAP basis) $ 4,781 $ 11,411 Non-GAAP adjustments: Amortization 1,264 1,264 Equity-based compensation 4,238 4,238 Income tax effect of non-GAAP adjustments (1,708) (1) (1,973) (1) Non-GAAP Net Income $ 8,575 $ 14,940 Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") $ 0.22 $ 0.38 Diluted weighted average shares outstanding 39,000 39,000 (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.

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 Six months ended June 30, June 30, 2012 2011 2012 2011 LED & Solar Bookings $ 77,294 $ 273,282 $ 161,923 $ 471,527 Revenues $ 86,778 $ 219,135 $ 182,352 $ 433,833 Operating income $ 7,630 $ 77,207 $ 23,189 $ 157,018 Amortization 861 953 1,724 1,440 Equity-based compensation 1,096 892 2,102 1,571 Restructuring - - 58 - Adjusted EBITA $ 9,587 $ 79,052 $ 27,073 $ 160,029 Data Storage Bookings $ 25,239 $ 37,546 $ 54,008 $ 70,161 Revenues $ 49,769 $ 45,680 $ 94,104 $ 85,658 Operating income $ 11,372 $ 12,342 $ 19,557 $ 23,902 Amortization 324 356 676 719 Equity-based compensation 440 352 851 660 Restructuring - - 5 - Adjusted EBITA $ 12,136 $ 13,050 $ 21,089 $ 25,281 Unallocated Corporate Operating loss $ (3,882) $ (6,579) $ (6,680) $ (10,742) Amortization - 25 - 83 Equity-based compensation 2,478 2,473 4,191 4,286 Adjusted loss $ (1,404) $ (4,081) $ (2,489) $ (6,373) Total Bookings $ 102,533 $ 310,828 $ 215,931 $ 541,688 Revenues $ 136,547 $ 264,815 $ 276,456 $ 519,491 Operating income $ 15,120 $ 82,970 $ 36,066 $ 170,178 Amortization 1,185 1,334 2,400 2,242 Equity-based compensation 4,014 3,717 7,144 6,517 Restructuring - - 63 - Adjusted EBITA $ 20,319 $ 88,021 $ 45,673 $ 178,937