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 22, 2012

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-16244	11-2989601
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 22, 2012, Veeco Instruments Inc. (“Veeco” or the “Company”) issued a press release announcing its financial results for the quarter ended September 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 October 22, 2012
99.2	Veeco Q3 2012 Financial Results, Earnings Conference Call, October 22, 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.

October 22, 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 October 22, 2012
99.2	Veeco Q3 2012 Financial Results, Earnings Conference Call, October 22, 2012

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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 THIRD QUARTER 2012 FINANCIAL RESULTS

Plainview, NY, October 22, 2012 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the third quarter ended September 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)

	Q3 ‘12		Q3 ‘11
Revenues	$	126.9	$	268.0
Net income	$	9.4	$	52.6
EPS (diluted)	$	0.24	$	1.31

Non-GAAP Results ($M except EPS)

	Q3 ‘12		Q3 ‘11
Net income	$	13.4	$	53.4
EPS (diluted)	$	0.34	$	1.33

* 2012 GAAP results include $2.0M restructuring charge for Company-wide reorganization.

Third Quarter 2012 Results

John R. Peeler, Veeco’s Chairman and Chief Executive Officer, commented, “Veeco’s third quarter revenue was $127 million, and adjusted EBITA and non-GAAP earnings per share were $17 million and $0.34, in line with our guidance.  Veeco generated $46 million in cash flow from operations, ending the quarter with $574 million in cash and short term investments.”  Third quarter LED & Solar revenues were $94 million: approximately $79 million in MOCVD and $15 million in MBE.  Data Storage revenues were $33 million.

Mr. Peeler continued, “Third quarter bookings were weak at $84 million, representing trough levels in all businesses.  LED & Solar orders totaled $68 million:  MOCVD continued to bump along the bottom at $63 million as LED customers work through overcapacity and delay significant fab expansions.  MBE bookings declined 33% sequentially to $5 million, with customer consolidation causing a slowdown in production buys for wireless applications.  Data Storage customers froze spending due to hard drive overcapacity and a weakening demand outlook, resulting in a 37% sequential decline in orders to $16 million.”  Veeco’s book-to-bill ratio was 0.66 to 1 and quarter-end backlog was $187 million.

Fourth Quarter 2012 Guidance & Outlook

Veeco’s fourth quarter 2012 revenue is currently forecasted to be between $100 million and $115 million.  Earnings per share are currently forecasted to be between ($0.09) to $0.03 on a GAAP basis, and $0.04 to $0.16 on a non-GAAP basis.  Veeco is likely to take additional restructuring actions in the fourth quarter.  Please refer to the attached financial table for more details.

1

Mr. Peeler added, “Taking into account our fourth quarter guidance, Veeco’s 2012 revenue is forecasted to be over $500 million and we will have delivered double digit profitability, successfully managing through a challenging year.”

“We are cautious about short-term business conditions since there is still no clear sign that the economy is improving,” added Mr. Peeler.  “However, the LED market is getting better — general lighting is growing, excess capacity is being absorbed, and customers are reporting more stable business conditions.  An MOCVD order snap-back is inevitable as LEDs go from 5% of all lighting to over 30% over the next few years. Insatiable demand for storage will drive future hard drive industry capital expenditures and technology investments.  We anticipate that Veeco’s orders will improve in the coming quarters.”

“In the meantime, we are focused on lowering our cost structure while protecting investments in R&D and new products,” concluded Mr. Peeler.  “Our goal is to remain profitable while funding our future.  We are market leaders with exceptional technology and customer roadmap alignment. We are well positioned for future growth as our end markets recover and the world adopts solid state lighting.”

Conference Call Information

A conference call reviewing these results has been scheduled for 5:00pm ET today at 1-877-741-4249 (toll free) or 1-719-325-4767 using passcode 9733840.  The call will also be webcast live on the Veeco website at www.veeco.com.  A replay of the call will be available beginning at 8:00pm ET tonight through midnight on November 5, 2012 at 888-203-1112 or 719-457-0820, using passcode 9733840, 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-

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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,
	2012			2011			2012			2011
Net sales	$	126,928		$	267,959		$	403,384		$	787,450
Cost of sales	73,195			143,025			223,129			396,204
Gross profit	53,733			124,934			180,255			391,246
Operating expenses (income):
Selling, general and administrative	17,484			23,569			58,150			73,966
Research and development	23,706			26,404			70,922			69,927
Amortization	1,185			1,277			3,585			3,519
Restructuring	2,014			—			2,077			—
Other, net	(519		)	(199		)	(408		)	(228		)
Total operating expenses	43,870			51,051			134,326			147,184
Operating income	9,863			73,883			45,929			244,062
Interest (income) expense, net	(175		)	(244		)	(707		)	1,142
Loss on extinguishment of debt	—			—			—			3,349
Income from continuing operations before income taxes	10,038			74,127			46,636			239,571
Income tax provision	620			21,510			9,745			72,657
Income from continuing operations	9,418			52,617			36,891			166,914
Discontinued operations:
Income (loss) from discontinued operations, net of tax	4,048			(16,754		)	4,805			(59,203		)
Net income	$	13,466		$	35,863		$	41,696		$	107,711
Income (loss) per common share:
Basic:
Continuing operations	$	0.24		$	1.34		$	0.96		$	4.16
Discontinued operations	0.11			(0.43		)	0.13			(1.48		)
Income	$	0.35		$	0.91		$	1.09		$	2.68
Diluted:
Continuing operations	$	0.24		$	1.31		$	0.95		$	3.98
Discontinued operations	0.10			(0.41		)	0.12			(1.41		)
Income	$	0.34		$	0.90		$	1.07		$	2.57
Weighted average shares outstanding:
Basic	38,577			39,335			38,402			40,132
Diluted	39,169			40,069			39,006			41,941

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	September 30,		December 31,
	2012		2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	387,048	$	217,922
Short-term investments	185,692		273,591
Restricted cash	852		577
Accounts receivable, net	60,319		95,038
Inventories, net	80,756		113,434
Prepaid expenses and other current assets	37,612		40,756
Assets of discontinued segment held for sale	—		2,341
Deferred income taxes, current	8,973		10,885
Total current assets	761,252		754,544
Property, plant and equipment, net	99,060		86,067
Goodwill	55,828		55,828
Other assets, net	41,755		39,624
Total assets	$	957,895	$	936,063
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	35,498	$	40,398
Accrued expenses and other current liabilities	85,582		107,656
Deferred profit	9,399		10,275
Income taxes payable	525		3,532
Liabilities of discontinued segment held for sale	—		5,359
Current portion of long-term debt	263		248
Total current liabilities	131,267		167,468
Deferred income taxes	5,023		5,029
Long-term debt	2,207		2,406
Other liabilities	303		640
Total liabilities	138,800		175,543
Equity	819,095		760,520
Total liabilities and equity	$	957,895	$	936,063

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, 2012
	LOW			HIGH
Adjusted EBITA
Operating income	$	(3,773	)	$	2,491
Adjustments:
Amortization	1,265			1,265
Restructuring	1,183		(2)	1,183		(2)
Equity-based compensation	4,026			4,026
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	1,518		$	7,782
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	(3,593	)	$	1,363
Non-GAAP adjustments:
Amortization	1,265			1,265
Restructuring	1,183		(2)	1,183		(2)
Equity-based compensation	4,026			4,026
Income tax effect of non-GAAP adjustments	(1,442		)(1)	(1,734		)(1)
Non-GAAP Net Income	$	1,439		$	6,103
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	0.04		$	0.16
Diluted weighted average shares outstanding	39,250			39,250

(1) The Company utilizes the with and without method to determine the income tax effect of non-GAAP adjustments.

(2) Represents the fourth quarter charge relating to the company-wide restructuring that occurred during third quarter.

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.

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,
	2012			2011			2012			2011
Adjusted EBITA
Operating income	$	9,863		$	73,883		$	45,929		$	244,062
Adjustments:
Amortization	1,185			1,277			3,585			3,519
Equity-based compensation	3,446			2,955			10,590			9,472
Restructuring	2,014		(1)	—			2,077		(1)	—
Earnings from continuing operations before interest, income taxes and amortization excluding certain items (“Adjusted EBITA”)	$	16,508		$	78,115		$	62,181		$	257,053
Non-GAAP Net Income
Net income from continuing operations (GAAP basis)	$	9,418		$	52,617		$	36,891		$	166,914
Non-GAAP adjustments:
Amortization	1,185			1,277			3,585			3,519
Equity-based compensation	3,446			2,955			10,590			9,472
Restructuring	2,014		(1)	—			2,077		(1)	—
Loss on extinguishment of debt	—			—			—			3,349
Non-cash portion of interest expense	—			—			—			1,260		(2)
Income tax effect of non-GAAP adjustments	(2,695		)(3)	(3,498		)(3)	(6,323		)(3)	(6,441		)(3)
Non-GAAP net income	$	13,368		$	53,351		$	46,820		$	178,073
Non-GAAP earnings per diluted share excluding certain items (“Non-GAAP EPS”)	$	0.34		$	1.33		$	1.20		$	4.25
Diluted weighted average shares outstanding	39,169			40,069			39,006			41,941

(1) During the three months ended September 30, 2012, we recorded restructuring charges totaling $2.0 million related to a company-wide reorganization. During the nine months ended September 30, 2012, we recorded restructuring charges totaling $2.1 million related to company-wide reorganizations executed during the second half of 2011 and 2012.

(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.

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,
	2012			2011			2012			2011
LED & Solar
Bookings	$	67,842		$	111,898		$	229,765		$	583,424
Revenues	$	93,714		$	233,865		$	276,066		$	667,697
Operating income	$	9,664		$	70,899		$	32,853		$	227,917
Amortization	861			924			2,585			2,364
Equity-based compensation	1,019			996			3,121			2,567
Restructuring	660			—			718			—
Adjusted EBITA	$	12,204		$	72,819		$	39,277		$	232,848
Data Storage
Bookings	$	15,850		$	21,188		$	69,858		$	91,350
Revenues	$	33,214		$	34,094		$	127,318		$	119,753
Operating income	$	2,518		$	7,185		$	22,075		$	31,087
Amortization	324			353			1,000			1,072
Equity-based compensation	338			339			1,189			999
Restructuring	1,296			—			1,301			—
Adjusted EBITA	$	4,476		$	7,877		$	25,565		$	33,158
Unallocated Corporate
Operating loss	$	(2,319	)	$	(4,201	)	$	(8,999	)	$	(14,942	)
Amortization	—			—			—			83
Equity-based compensation	2,089			1,620			6,280			5,906
Restructuring	58			—			58			—
Adjusted loss	$	(172	)	$	(2,581	)	$	(2,661	)	$	(8,953	)
Total
Bookings	$	83,692		$	133,086		$	299,623		$	674,774
Revenues	$	126,928		$	267,959		$	403,384		$	787,450
Operating income	$	9,863		$	73,883		$	45,929		$	244,062
Amortization	1,185			1,277			3,585			3,519
Equity-based compensation	3,446			2,955			10,590			9,472
Restructuring	2,014			—			2,077			—
Adjusted EBITA	$	16,508		$	78,115		$	62,181		$	257,053

EX-99.2

Exhibit 99.2

Q3 2012 Financial Results Earnings Conference Call October 22, 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 Q3 2012 Results Overview

Q3 2012 Results In Line with Guidance Generated $46M Cash from Operations; Driving Cash Balance to $574M Delivering >$500M Revenue and Double Digit EBITA in 2012 Q3 Revenue $127M, EBITA $17M, Non-GAAP EPS $0.34

Macro Uncertainty and Excess Capacity Dampens Equipment Demand Q3 2012 bookings at $84M: represents trough levels in all businesses MOCVD continues to bump along the bottom Sequential decline in MBE: no production buys Data Storage customers froze capex: Post-flood overcapacity Weaker than expected hard drive demand All Veeco End Markets Impacted by Economic Weakness

Veeco Wins Strategic LED Deals General Lighting is growing Fab utilization rates grew and stabilized Veeco secures key multi-million dollar deals: Three leaders in China add capacity Top Taiwan player again adds Veeco systems U.S. leader adds incremental capacity Japan LED maker expanding GaN-on-Si

Services Revenue Up 36% Year-To-Date Growth in service contracts, upgrades, spare parts and Certified Equipment 25 31 34 24 22 33 24% of Sales ($ millions) 40 35 30 25 20 15 10 5 0 2011 2012

David Glass, CFO Q3 2012 Results & Q4 2012 Guidance

Q3 vs. Q2 2012 Financial Highlights z Q3 2012 Q2 2012 $0.37 Q3 2012 Q2 2012 Gross Margins 42% 45% Operating Spending* $41M $45M Adjusted EBITA $17M $20M GAAP EPS $0.24 $0.28 Non-GAAP EPS $0.34 $0.37 *Excludes amortization and restructuring; see financial tables ($ Millions) $127 $137 $17 $20 $0.34 Revenue

Q3 2012 Revenue Highlights Total Revenue: $127M LED & Solar ~$94M MOCVD ~$79M in Q3 2012; up 5% sequentially MBE at $15M ($M) Q3 ‘12 Q2 ‘12 Adj EBITA $12.2 $9.6 ($M) Q3 ‘12 Q2 ‘12 Adj EBITA $4.5 $12.1 Data Storage ~$33M Declines 33% sequentially after Q2 flood related “bump” 26% 74%

Q3 2012 Bookings Highlights Total Bookings: $84M LED & Solar ~$68M MOCVD at $63M; still at “trough” levels similar to last three quarters MBE down 33% sequentially to $5M; no wireless production buys Data Storage ~$16M Down 37% sequentially as customers freeze capital expenditures 19% 81%

Improved Balance Sheet in Q3 2012 9/30/12 6/30/12 Cash & Short-term Investments* $574 $540 Accounts Receivable 60 95 Inventory 81 91 Fixed Assets, Net 99 97 Total Assets 958 950 Long-term Debt (including current portion) 2 3 Equity 819 797 ($ millions) Generated $46M in cash from operations Accounts receivable decreased to $60M (DSO = 43 days) Inventory declined by $10M to $81M (Turns improved to 3.6x) *Includes $0.9 million of restricted cash

Q4 2012 Guidance Note: Guidance is for Veeco’s Continuing Operations See reconciliation to GAAP at end of presentation Q4 2012 Revenue $100-115M Gross Margins 40-41% Operating Spending $42-43M Adjusted EBITA 2-7% GAAP EPS $(0.09)-0.03 Non-GAAP EPS $0.04-0.16 As targeted, Q4 OPEX to be ~$43M Goal to lower revenue breakeven to $90-$95M (on a Non-GAAP basis) heading into 2013

John Peeler, Outlook & Summary

Goal: Fund Our Future and Remain Profitable Quarterly Revenue EBITA* % $90-110M ~0-5% $110-125M 5-10% $125-150M 10-20% $150-200M 20-30% $200-300M 30-35%+ Revenue ($Millions) *EBITA $137 $100-115F *Adjusted EBITA Q4 2010 38% EBITA* 2010 2011 2012 Lowering our cost structure while protecting critical investments Q3 2012 13% EBITA* $127

Stay the Course on R&D and Product Development $39M $38M $57M ~$95M R&D Investment is our Growth Engine 2008 2009 2010 2011 2012F $97M 18% of Sales

Short-Term Caution...Long-Term Optimism Short-term: no clear sign that economy is improving MOCVD recovery is inevitable Insatiable demand for storage will drive future HDD capex and technology investments 40% LED lighting chip demand CAGR Number of LEDs (in B units) Notes: 1) TRENDFOCUS Heads Shipped (million) 15% Thin Film Head Forecast1 CAGR

Investment Rationale 1 Solid Execution in a Challenging Year 3 Lowering our Cost Structure while Continuing to Make Critical Investments We are the Market Leaders with Exceptional Technology and Customer Roadmap Alignment Positioned for Future Growth as Our End Markets Recover and the World Adopts Solid State Lighting 2 4

Q3 2012 Financial Results – Q&A

Additional Financial Slides

Income Statement 2012 2011 2012 2011 Net sales 126,928 $ 267,959 $ 403,384 $ 787,450 $ Cost of sales 73,195 143,025 223,129 396,204 Gross profit 53,733 124,934 180,255 391,246 Operating expenses (income): Selling, general and administrative 17,484 23,569 58,150 73,966 Research and development 23,706 26,404 70,922 69,927 Amortization 1,185 1,277 3,585 3,519 Restructuring 2,014 - 2,077 - Other, net (519) (199) (408) (228) Total operating expenses 43,870 51,051 134,326 147,184 Operating income 9,863 73,883 45,929 244,062 Interest (income) expense, net (175) (244) (707) 1,142 Loss on extinguishment of debt - - - 3,349 Income from continuing operations before income taxes 10,038 74,127 46,636 239,571 Income tax provision 620 21,510 9,745 72,657 Income from continuing operations 9,418 52,617 36,891 166,914 Discontinued operations: Income (loss) from discontinued operations, net of tax 4,048 (16,754) 4,805 (59,203) Net income 13,466 $ 35,863 $ 41,696 $ 107,711 $ Income (loss) per common share: Basic: Continuing operations 0.24 $ 1.34 $ 0.96 $ 4.16 $ Discontinued operations 0.11 (0.43) 0.13 (1.48) Income 0.35 $ 0.91 $ 1.09 $ 2.68 $ Diluted: Continuing operations 0.24 $ 1.31 $ 0.95 $ 3.98 $ Discontinued operations 0.10 (0.41) 0.12 (1.41) Income 0.34 $ 0.90 $ 1.07 $ 2.57 $ Weighted average shares outstanding: Basic 38,577 39,335 38,402 40,132 Diluted 39,169 40,069 39,006 41,941 September 30, Three months ended Nine months ended September 30, Veeco Instruments Inc. and Subsidiaries Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited)

Balance Sheet September 30, December 31, 2012 2011 (Unaudited) ASSETS Current assets: Cash and cash equivalents 387,048 $ 217,922 $ Short-term investments 185,692 273,591 Restricted cash 852 577 Accounts receivable, net 60,319 95,038 Inventories, net 80,756 113,434 Prepaid expenses and other current assets 37,612 40,756 Assets of discontinued segment held for sale - 2,341 Deferred income taxes, current 8,973 10,885 Total current assets 761,252 754,544 Property, plant and equipment, net 99,060 86,067 Goodwill 55,828 55,828 Other assets, net 41,755 39,624 Total assets 957,895 $ 936,063 $ LIABILITIES AND EQUITY Current liabilities: Accounts payable 35,498 $ 40,398 $ Accrued expenses and other current liabilities 85,582 107,656 Deferred profit 9,399 10,275 Income taxes payable 525 3,532 Liabilities of discontinued segment held for sale - 5,359 Current portion of long-term debt 263 248 Total current liabilities 131,267 167,468 Deferred income taxes 5,023 5,029 Long-term debt 2,207 2,406 Other liabilities 303 640 Total liabilities 138,800 175,543 Equity 819,095 760,520 Total liabilities and equity 957,895 $ 936,063 $ Veeco Instruments Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands)

Q3 2012 Reconciliation 2012 2011 2012 2011 Adjusted EBITA Operating income 9,863 $ 73,883 $ 45,929 $ 244,062 $ Adjustments: Amortization 1,185 1,277 3,585 3,519 Equity-based compensation 3,446 2,955 10,590 9,472 Restructuring 2,014 (1) - 2,077 (1) - 16,508 $ 78,115 $ 62,181 $ 257,053 $ Non-GAAP Net Income Net income from continuing operations (GAAP basis) 9,418 $ 52,617 $ 36,891 $ 166,914 $ Non-GAAP adjustments: Amortization 1,185 1,277 3,585 3,519 Equity-based compensation 3,446 2,955 10,590 9,472 Restructuring 2,014 (1) - 2,077 (1) - Loss on extinguishment of debt - - - 3,349 Non-cash portion of interest expense - - - 1,260 (2) Income tax effect of non-GAAP adjustments (2,695) (3) (3,498) (3) (6,323) (3) (6,441) (3) Non-GAAP net income 13,368 $ 53,351 $ 46,820 $ 178,073 $ Non-GAAP earnings per diluted share excluding certain items ("Non- GAAP EPS") 0.34 $ 1.33 $ 1.20 $ 4.25 $ Diluted weighted average shares outstanding 39,169 40,069 39,006 41,941 Veeco Instruments Inc. and Subsidiaries Reconciliation of GAAP to non-GAAP results (In thousands, except per share data) (Unaudited) September 30, September 30, Nine months ended Three months ended (3) The Company utilized the with and without method to determine the income tax effect of non-GAAP adjustments. (2) Adjustment to exclude non-cash interest expense on convertible subordinated notes. 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. Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") (1) During the three months ended September 30, 2012, we recorded restructuring charges totaling $2.0 million related to a company-wide reorganization. During the nine months ended September 30, 2012, we recorded restructuring charges totaling $2.1 million related to company-wide reorganizations executed during the second half of 2011 and 2012.

Q4 2012 Guidance Reconciliation LOW HIGH Adjusted EBITA Operating income (3,773) $ 2,491 $ Adjustments: Amortization 1,265 1,265 Restructuring 1,183 (2) 1,183 (2) Equity-based compensation 4,026 4,026 1,518 $ 7,782 $ Non-GAAP Net Income Net income from continuing operations (GAAP basis) (3,593) $ 1,363 $ Non-GAAP adjustments: Amortization 1,265 1,265 Restructuring 1,183 (2) 1,183 (2) Equity-based compensation 4,026 4,026 Income tax effect of non-GAAP adjustments (1,442) (1) (1,734) (1) Non-GAAP Net Income 1,439 $ 6,103 $ Non-GAAP earnings per diluted share excluding certain items ("Non-GAAP EPS") 0.04 $ 0.16 $ Diluted weighted average shares outstanding 39,250 39,250 (1) The Company utilizes the with and without method to determine the income tax effect of non-GAAP adjustments. (2) Represents the fourth quarter charge relating to the company-wide restructuring that occurred during third quarter. 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. Earnings from continuing operations before interest, income taxes and amortization excluding certain items ("Adjusted EBITA") 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, 2012

Segment Data 2012 2011 2012 2011 LED & Solar Bookings 67,842 $ 111,898 $ 229,765 $ 583,424 $ Revenues 93,714 $ 233,865 $ 276,066 $ 667,697 $ Operating income 9,664 $ 70,899 $ 32,853 $ 227,917 $ Amortization 861 924 2,585 2,364 Equity-based compensation 1,019 996 3,121 2,567 Restructuring 660 - 718 - Adjusted EBITA 12,204 $ 72,819 $ 39,277 $ 232,848 $ Data Storage Bookings 15,850 $ 21,188 $ 69,858 $ 91,350 $ Revenues 33,214 $ 34,094 $ 127,318 $ 119,753 $ Operating income 2,518 $ 7,185 $ 22,075 $ 31,087 $ Amortization 324 353 1,000 1,072 Equity-based compensation 338 339 1,189 999 Restructuring 1,296 - 1,301 - Adjusted EBITA 4,476 $ 7,877 $ 25,565 $ 33,158 $ Unallocated Corporate Operating loss (2,319) $ (4,201) $ (8,999) $ (14,942) $ Amortization - - - 83 Equity-based compensation 2,089 1,620 6,280 5,906 Restructuring 58 - 58 - Adjusted loss (172) $ (2,581) $ (2,661) $ (8,953) $ Total Bookings 83,692 $ 133,086 $ 299,623 $ 674,774 $ Revenues 126,928 $ 267,959 $ 403,384 $ 787,450 $ Operating income 9,863 $ 73,883 $ 45,929 $ 244,062 $ Amortization 1,185 1,277 3,585 3,519 Equity-based compensation 3,446 2,955 10,590 9,472 Restructuring 2,014 - 2,077 - Adjusted EBITA 16,508 $ 78,115 $ 62,181 $ 257,053 $ September 30, September 30, 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