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 28, 2015

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 October 28, 2015, Veeco Instruments Inc. (“Veeco”) issued a press release announcing its financial results for the quarter ended September 30, 2015.  In connection with the release and the related conference call, Veeco posted a presentation relating to its third quarter 2015 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 8.01   Other Events

On October 28, 2015, Veeco also announced that its Board of Directors had authorized the repurchase of up to $100 million of Veeco’s outstanding common stock to be completed over the next two years.  Repurchases are expected to be made from time to time on the open market or in privately negotiated transactions in accordance with applicable federal securities laws.  Further information regarding the authorized repurchase is contained in the press release furnished as Exhibit 99.1 to this report.

Item 9.01   Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco dated October 28, 2015
99.2	Veeco Q3 2015 Conference Call, October 28, 2015

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 28, 2015	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 28, 2015
99.2	Veeco Q3 2015 Conference Call, October 28, 2015

2

EX-99.1

EXHIBIT 99.1

NEWS

VEECO REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS;

AUTHORIZES $100 MILLION SHARE REPURCHASE PROGRAM

·Recorded revenue of $140.7 million, an increase of 51% compared with the same period last year

·Delivered GAAP earnings per share of $0.13 and Non-GAAP earnings per share of $0.33

·Increased Non-GAAP adjusted EBITDA to $21.8 million

·Generated $9.9 million in cash from operations

·Authorizes $100 million share repurchase program

·Lowered 2015 revenue outlook based on weaker LED industry conditions

Plainview, N.Y., October 28, 2015 — Veeco Instruments Inc. (Nasdaq: VECO) announced financial results for its third fiscal quarter ended September 30, 2015. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

In addition to the third quarter financial results, the Company announced that its Board of Directors has authorized the repurchase of up to $100 million of the Company’s outstanding common stock.

U.S. Dollars in millions, except per share data

GAAP Results	Q3 ‘15		Q3 ‘14
Revenue	$	140.7	$	93.3
Net income (loss)	$	5.3	$	(14.0	)
Diluted earnings (loss) per share	$	0.13	$	(0.35	)

Non-GAAP Results	Q3 ‘15		Q3 ‘14
Adjusted EBITDA	$	21.8	$	(1.8	)
Net income (loss)	$	13.6	$	(0.8	)
Diluted earnings (loss) per share	$	0.33	$	(0.02	)

“Veeco’s third quarter results demonstrate solid operational execution with gross margin, adjusted EBITDA and earnings per share all above the mid-point of our guided ranges,” commented John R. Peeler, Chairman and Chief Executive Officer.

“Business conditions deteriorated in the final weeks of the quarter and had a severe impact on our bookings performance. We recorded $52 million in bookings, which were well below our expectations. Customers delayed their MOCVD investments amid ongoing economic uncertainty in China and weak LED demand for TV display backlighting. We cannot accurately predict the duration of this MOCVD investment pause. However, demand for LED lighting remains healthy, which gives us confidence that investments will resume once industry conditions improve.  We will continue to actively manage those things within our control through this period of uncertainty.

“We announced a $100 million share repurchase program, which underscores our confidence in longer term growth prospects and our commitment to enhance shareholder value. We believe our strong balance sheet provides us with the flexibility to execute share repurchases while continuing to invest in R&D and other opportunities to profitably grow our business.” Mr. Peeler concluded.

Guidance and Outlook

The following guidance is provided for Veeco’s fourth fiscal quarter 2015:

·Revenue is expected to be in the range of $90 million to $110 million

·Adjusted EBITDA is expected to be in the range of ($3) million to $5 million

·GAAP earnings (loss) per share are expected to be in the range of ($0.38) to ($0.19)

·Non-GAAP earnings (loss) per share are expected to be in the range of ($0.12) to $0.07

Based on above guidance, we expect fiscal year 2015 revenue to be in a range of $460 million to $480 million, reflecting annual growth of between 17% and 22%.

Please refer to the table at the end of this press release for further details.

Share Repurchase Authorization

Veeco announced that its Board of Directors has authorized the repurchase of up to $100 million of the Company’s outstanding common stock to be completed over the next two years. Repurchases are expected to be made from time to time on the open market or in privately negotiated transactions in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares of common stock to be purchased will depend upon market conditions, SEC regulations, and other factors. The repurchases will be funded using the Company’s available cash balances and cash generated from operations. The program does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time at the Company’s discretion.

Conference Call Information

A conference call reviewing these results has been scheduled for today, October 28, 2015 starting at 5:00pm ET. To join the call, dial 1-888-219-1217 (toll free) or 1-913-312-0961 and use passcode 3687897. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website beginning at 8:00pm ET this evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Veeco’s process equipment solutions enable the manufacture of LEDs, displays, power electronics, compound semiconductors, hard disk drives, semiconductors, MEMS and wireless chips. We are the leader in MOCVD, MBE, Ion Beam, Wet Etch single wafer processing 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, 2014 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

-financial tables attached-

Veeco Contacts:

Investors:	Media:
Shanye Hudson 516-677-0200 x1272	Jeffrey Pina 516-677-0200 x1222
shudson@veeco.com	jpina@veeco.com

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three months ended September 30,					Nine months ended September 30,
	2015		2014			2015			2014
Net sales	$	140,744	$	93,341		$	370,494		$	279,304
Cost of sales	86,494		60,783			232,038			182,296
Gross profit	54,250		32,558			138,456			97,008
Operating expenses, net:
Selling, general, and administrative	21,905		21,712			69,153			65,270
Research and development	19,200		19,968			57,904			60,747
Amortization	5,891		3,149			21,832			8,951
Restructuring	469		2,317			3,509			3,510
Asset impairment	—		2,864			126			2,864
Changes in contingent consideration	—		—			—			(29,368		)
Other, net	207		36			(795		)	(334		)
Total operating expenses, net	47,672		50,046			151,729			111,640
Operating income (loss)	6,578		(17,488		)	(13,273		)	(14,632		)
Interest income, net	161		305			442			541
Income (loss) before income taxes	6,739		(17,183		)	(12,831		)	(14,091		)
Income tax expense (benefit)	1,433		(3,206		)	9,360			(4,063		)
Net income (loss)	$	5,306	$	(13,977	)	$	(22,191	)	$	(10,028	)
Income (loss) per common share:
Basic	$	0.13	$	(0.35	)	$	(0.56	)	$	(0.26	)
Diluted	$	0.13	$	(0.35	)	$	(0.56	)	$	(0.26	)
Weighted average number of shares:
Basic	40,846		39,401			39,729			39,317
Diluted	40,979		39,401			39,729			39,317

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	September 30, 2015		December 31, 2014
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	334,114	$	270,811
Short-term investments	68,877		120,572
Restricted cash	—		539
Accounts receivable, net	46,798		60,085
Inventory	69,973		61,471
Deferred cost of sales	9,665		5,076
Prepaid expenses and other current assets	22,589		23,132
Assets held for sale	5,000		6,000
Deferred income taxes	6,497		7,976
Total current assets	563,513		555,662
Property, plant and equipment, net	80,521		78,752
Intangible assets, net	137,476		159,308
Goodwill	114,908		114,959
Deferred income taxes	1,180		1,180
Other assets	21,091		19,594
Total assets	$	918,689	$	929,455
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	25,122	$	18,111
Accrued expenses and other current liabilities	41,728		48,418
Customer deposits and deferred revenue	89,025		96,004
Income taxes payable	7,764		5,441
Deferred income taxes	120		120
Current portion of long-term debt	333		314
Total current liabilities	164,092		168,408
Deferred income taxes	16,538		16,397
Long-term debt	1,281		1,533
Other liabilities	6,873		4,185
Total liabilities	188,784		190,523
Total stockholders’ equity	729,905		738,932
Total liabilities and stockholders’ equity	$	918,689	$	929,455

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
Three months ended September 30, 2015	GAAP			Share-based Compensation			Acquisition Related			Other			Non-GAAP
Net sales	$	140,744		$	—		$	—		$	—		$	140,744
Cost of sales	86,494			(787		)	—			—			85,707
Gross profit	54,250			787			—			—			55,037
Gross margin	38.5		%										39.1		%
Operating expenses, net:
Selling, general, and administrative	21,905			(3,288		)	(188		)	—			18,429
Research and development	19,200			(1,044		)	—			—			18,156
Amortization	5,891			—			(5,891		)	—			—
Restructuring	469			—			—			(469		)	—
Other, net	207			—			—			(395		)	(188		)*
Total operating expenses, net	47,672			(4,332		)	(6,079		)	(864		)	36,397
Operating income (loss)	6,578			5,119			6,079			864			18,640
Interest income, net	161			—			—			—			161
Income (loss) before income taxes	6,739			5,119			6,079			864			18,801
Income tax expense (benefit)	1,433			—			—			3,727			5,160		**
Net income (loss)	$	5,306		$	5,119		$	6,079		$	(2,863	)	$	13,641
Income (loss) per common share:
Basic earnings per share	$	0.13											$	0.33
Diluted earnings per share	$	0.13											$	0.33
Weighted average number of shares:
Basic shares	40,846												40,846
Diluted shares	40,979												40,979
Non-GAAP operating income													$	18,640
Depreciation													3,151
Adjusted EBITDA													$	21,791

Note:  Amounts may not calculate precisely due to rounding.

* The non-GAAP adjustment relates to a one-time legal settlement.

** The ‘with or without’ method is utilized to determine the income tax effect of the non-GAAP adjustments.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

				Non-GAAP Adjustments
Three months ended September 30, 2014	GAAP			Share-based Compensation			Acquisition Related			Other			Non-GAAP
Net sales	$	93,341		$	—		$	—		$	—		$	93,341
Cost of sales	60,783			(619		)	—			—			60,164
Gross profit	32,558			619			—			—			33,177
Gross margin	34.9		%										35.5		%
Operating expenses:
Selling, general, and administrative	21,712			(2,766		)	—			—			18,946
Research and development	19,968			(1,105		)	—			—			18,863
Amortization	3,149			—			(3,149		)	—			—
Restructuring	2,317			—			—			(2,317		)	—
Asset impairment	2,864			—			—			(2,864		)	—
Other, net	36			—			—			—			36
Total operating expenses, net	50,046			(3,871		)	(3,149		)	(5,181		)	37,845
Operating income (loss)	(17,488		)	4,490			3,149			5,181			(4,668		)
Interest income, net	305			—			—			—			305
Income (loss) before income taxes	(17,183		)	4,490			3,149			5,181			(4,363		)
Income tax provision (benefit)	(3,206		)	(140		)	—			(261		)	(3,607		)*
Net income (loss)	$	(13,977	)	$	4,630		$	3,149		$	5,442		$	(756	)
Income (loss) per common share:
Basic earnings per share	$	(0.35	)										$	(0.02	)
Diluted earnings per share	$	(0.35	)										$	(0.02	)
Weighted average number of shares:
Basic shares	39,401												39,401
Diluted shares	39,401												39,401
Non-GAAP operating income													$	(4,668	)
Depreciation													2,900
Adjusted EBITDA													$	(1,768	)

Note: Amounts may not calculate precisely due to rounding.

* The ‘with or without’ method is utilized to determine the income tax effect of the non-GAAP adjustments.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(In millions, except per share data)

(Unaudited)

								Non-GAAP Adjustments
Guidance for the three months ended December 31, 2015	GAAP							Share-based Compensation		Acquisition Related		Other			Non-GAAP
Net sales	$	90		-	$	110		$	—	$	—	$	—		$	90		-	$	110
Gross profit	28			-	38			1		—		—			29			-	39
Gross margin	31		%	-	34		%								32		%	-	35		%
Operating income	(18		)	-	(10		)	6		6		—			(6		)	-	2
Depreciation															3				3
Adjusted EBITDA															$	(3	)	-	$	5
Net income (loss)	(15		)	-	(7		)	6		6		(2		)*	(5		)	-	3
Income (loss) per diluted common share	$	(0.38	)	-	$	(0.19	)								$	(0.12	)	-	$	0.07
Weighted average number of shares	40				40										40				41

Note:  Amounts may not calculate precisely due to rounding.

* Primarily relates to the income tax effect of the non-GAAP adjustments utilizing the ‘with or without’ method.

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

EX-99.2

Exhibit 99.2

Q3 2015 Conference Call Veeco Instruments Inc. October 28, 2015

Safe Harbor 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, 2014 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.

CEO Introduction John Peeler

Revenue $141M Non-GAAP gross margin* 39% Adjusted EBITDA* $22M Non-GAAP Diluted EPS* $0.33 Operating cash flow $10M Cash & short term investments $403M Share repurchase program $100M Bookings $52M * A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables Solid Financial & Operational Execution Q3 2015 Financial Performance Share Repurchase Authorization Challenging Business Environment

Current Business Conditions LED Manufacturers delaying MOCVD investments driven by: Economic slowdown in China Weak TV demand impacting LED display backlighting Duration of MOVCD investment pause is unclear Customers delaying shipments and new investments Limited visibility to customer order timing Impacts Veeco’s 2015 revenue growth outlook Focused on actively managing through pause Operational execution and expense discipline Continuing to invest in long term growth

CFO Financial Review Sam Maheshwari

P&L Highlights (Non-GAAP) ($M) Q3 14 Q4 14* Q1 15 Q2 15 Q3 15 Revenue $93.3 $113.6 $98.3 $131.4 $140.7 Gross Profit 33.2 43.7 37.0 49.8 55.0 % 35.5% 38.5% 37.7% 37.9% 39.1% SG&A** 18.9 18.9 19.1 21.0 18.2 R&D 18.9 19.2 18.0 19.0 18.2 OPEX 37.8 38.1 37.1 40.0 36.4 % 40.5% 33.6% 37.7% 30.5% 25.9% Adjusted EBITDA (1.8) 8.3 2.7 12.8 21.8 % -1.9% 7.3% 2.7% 9.7% 15.5% Non-GAAP EPS ($0.02) $0.13 ($0.01) $0.20 $0.33 * Financial performance of PSP has been included from the acquisition date, December 4, 2014 ** This line item also includes “other items” Note: Amounts may not calculate precisely due to rounding

Q3 2015 Market and Geography Data Advanced Packaging, MEMS & RF Data Storage Scientific & Industrial 27% 20% 30% 23% Lighting, Display & Power Electronics $52M Bookings by Market Lighting, Display & Power Electronics Advanced Packaging, MEMS & RF Data Storage Scientific & Industrial 67% 10% 13% 10% $141M Revenue by Market 58% 14% 13% United States Rest of the World China 15% EMEA Revenue by Geography Note: Amounts may not calculate precisely due to rounding Pronounced decline in bookings driven by LED market weakness All other markets remained reasonably healthy

($M) Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Cash & Short-term Investments 487 392 393 396 403 Accounts Receivable 62 60 64 83 47 Inventory 47 61 57 64 70 Accounts Payable 26 18 41 46 25 Cash Flow from Operations 10 49 4 8 10 Financial Highlights PSP Purchase Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 DSO 59 48 59 57 30 DOI 77 68 89 72 73 DPO 39 22 59 51 26

Q4 2015 Guidance GAAP Non-GAAP Net Sales $90M - $110M $90M - $110M Gross Margins 31% - 34% 32% - 35% Adjusted EBITDA N/A ($3M) - $5M Net income (loss) ($15M) – ($7M) ($5M) - $3M EPS ($0.38) – ($0.19) ($0.12) - $0.07

Business Update & Outlook

LED Lighting Unit Demand is Healthy Existing MOCVD capacity will be insufficient to meet demand once industry conditions improve Advanced Packaging Addresses Industry Needs Offer smaller form factors, improved performance, lower manufacturing costs Advanced Power Electronics Applications Growing GaN devices offer more efficient, faster, smaller form factors compared with Silicon based devices Mobility and Interconnectivity are Ubiquitous Smart phones, tablets, wearables and loT* drive MEMS and RF device demand Long Term Industry Fundamentals Intact * Internet of Things

Track Record of Technology Leadership Data Storage NEXUS IBE, DLC Systems Scientific & Industrial Scientific & Industrial LED MEMS & RF WaferStorm* Wet Etch Systems TurboDisc MOCVD Systems GEN MBE Systems SPECTOR IBD Systems Successful expansion into new markets #1 #1 #1 #1 #1 while maintaining market leadership and enabling growth * Hold leading position for Metal Lift-Off (MLO) applications

Expanding our core Leverage technologies and end markets Exploring new markets Work with industry leaders to apply core technologies to new markets Diversifying revenue Drive growth through cycles Veeco’s Strategy to Drive Growth Leverage core technologies to enter new markets with Partners New Markets Veeco Core Technology Veeco Core Markets Adjacent Markets Inorganic Growth Businesses Beyond Core Technologies Adjacent Technology Organic Growth GaN Power Electronics Advanced Packaging

Effective Execution for Long Term Growth Focused on operational execution Prudently managing expenses Optimizing working capital Responsibly deploying capital to fund growth and enhance shareholder value Focused on Profitable Growth Strengthening our technology leadership Exploring partnerships and M&A opportunities for market expansion Long term industry fundamentals remain intact Managing Through LED Industry pause Duration is challenging to predict

Q&A

Back Up & Reconciliation Tables

Note On Reconciliation Tables These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; non-recurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental non-recurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory. These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in Veeco’s news release to their most directly comparable GAAP financial measures.

Supplemental Information – GAAP to Non-GAAP Reconciliation Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Net Sales $93.3 $113.6 $98.3 $131.4 $140.7 GAAP Gross Profit 32.6 37.9 35.1 49.1 54.3 GAAP Gross Margin 34.9% 33.3% 35.7% 37.3% 38.5% Add: Equity Comp 0.6 0.6 0.6 0.7 0.8 Add: Acquisition Related - 5.2 1.3 - - Non-GAAP Gross Profit $33.2 $43.7 $37.0 $49.8 $55.0 Non-GAAP Gross Margin 35.5% 38.5% 37.7% 37.9% 39.1% Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 GAAP Operating Income (loss) ($17.5) ($64.6) ($15.9) ($4.0) $6.5 Add: Equity Comp 4.5 4.5 4.0 4.9 5.1 Add: Acquisition Related - 8.4 1.3 0.2 0.2 Add: Restructuring 2.3 0.9 2.4 0.7 0.5 Add: Amortization 3.1 4.2 8.0 8.0 5.9 Add: Asset Impairment 2.9 55.3 0.1 - - Add: Other, Net - - - - 0.4 Less: non-recurring CTA Gain - (3.1) - - - Non-GAAP Operating Income (4.7) 5.6 (0.1) 9.8 18.6 Add: Depreciation 2.9 2.7 2.8 3.0 3.2 Adjusted EBITDA ($1.8) $8.3 $2.7 $12.8 $21.8 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 GAAP Net Income (loss) ($14.0) ($56.9) ($19.1) ($8.4) $5.3 Add: Equity Comp 4.5 4.5 4.0 4.9 5.1 Add: Acquisition Related - 8.4 1.3 0.2 0.2 Add: Restructuring 2.3 0.9 2.4 0.7 0.5 Add: Amortization 3.1 4.2 8.0 8.0 5.9 Add: Asset Impairment 2.9 55.3 0.1 - - Add: Other, Net - - - - 0.4 Less: non-recurring CTA Gain - (3.1) - - - Add: Taxes 0.4 (8.2) 2.8 3.0 (3.7) Non-GAAP Net Income (loss) ($0.8) $5.1 ($0.5) $8.4 $13.6 Non-GAAP Basic EPS ($0.02) $0.13 ($0.01) $0.21 $0.33 Non-GAAP Diluted EPS ($0.02) $0.13 ($0.01) $0.20 $0.33 Note: Amounts may not calculate precisely due to rounding US$ Millions, except per share data

Q3 2015 GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-based Compensation Acquisition Related Other Non-GAAP Net sales $140.7 - - - $140.7 Gross profit 54.3 0.8 - - 55.0 Gross margin 38.5% 39.1% SG&A 21.9 (3.3) (0.2) - 18.4 R&D 19.2 (1.0) - - 18.2 Amortization 5.9 - (5.9) - - Restructuring 0.5 - - (0.5) - Other items 0.2 - - (0.4) (0.2) Operating income (loss) $6.5 $5.1 $6.1 $0.9 $18.6 Interest income, net 0.2 - - - 0.2 Taxes 1.4 - - (3.7) 5.2 Net income (loss) $5.3 $5.1 6.1 ($2.9) $13.6 Basic EPS $0.13 $0.33 Diluted EPS $0.13 $0.33 Basic shares 40.8 40.8 Diluted shares 41.0 41.0 Non-GAAP operating income $18.6 Depreciation $3.2 Adjusted EBITDA $21.8 Note: Amounts may not calculate precisely due to rounding

Q4 2015 Guidance GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-based compensation Acquisition Related Other Non-GAAP Net Sales $90 - $110 $90 - $110 Gross Profit 28 - 38 1 - - 29 – 39 Gross Margin 31% - 34% 32% - 35% Adjusted EBITDA ($3) - $5 Net income (loss) ($15) - ($7) 6 6 (2) ($5) – $3 Income (loss) per diluted common share ($0.38) - ($0.19) ($0.12) - $0.07 Note: Amounts may not calculate precisely due to rounding