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):  November 2, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02   Results of Operations and Financial Condition.

On November 2, 2017, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended September 30, 2017.  In connection with the release and the related conference call, Veeco posted a presentation relating to its third quarter 2017 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 April 12, 2017, Veeco filed a patent infringement complaint in the U.S. District Court for the Eastern District of New York against SGL Carbon, LLC and SGL Carbon SE (collectively, “SGL”), alleging infringement of patents relating to wafer carrier technology used in MOCVD equipment.  The complaint alleges that SGL infringes Veeco’s patents by making and selling certain wafer carriers to Veeco’s competitor, Advanced Micro-Fabrication Equipment, Inc. (“AMEC”).

On November 2, 2017, Veeco issued a press release announcing that the U.S. District Court for the Eastern District of New York granted Veeco’s motion for a preliminary injunction prohibiting SGL from shipping wafer carriers using Veeco’s patented technology without Veeco’s express authorization.  A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated by reference in this Item 8.01.

Item 9.01   Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco dated November 2, 2017 relating to third quarter 2017 financial results
99.2	Veeco Q3 2017 Conference Call, November 2, 2017
99.3	Press release issued by Veeco dated November 2, 2017 relating to preliminary injunction in patent infringement lawsuit

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

2

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Veeco dated November 2, 2017 relating to third quarter 2017 financial results
99.2	Veeco Q3 2017 Conference Call, November 2, 2017
99.3	Press release issued by Veeco dated November 2, 2017 relating to preliminary injunction in patent infringement lawsuit

3

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.

November 2, 2017	VEECO INSTRUMENTS INC.
	By:	/s/ Gregory A. Robbins
	Name: Gregory A. Robbins
	Title: Senior Vice President and General Counsel

4

EX-99.1

EXHIBIT 99.1

NEWS

VEECO REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS

Third Quarter 2017 Highlights:

·Revenues of $131.9 million, compared with $85.5 million in the same period last year

·GAAP net loss of $21.9 million, or $0.47 per share

·Non-GAAP net income of $4.3 million, or $0.09 per diluted share

Plainview, N.Y., November 2, 2017 — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its third fiscal quarter ended September 30, 2017. 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.

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

GAAP Results	Q3 ‘17			Q3 ‘16
Revenue	$	131.9		$	85.5
Net income (loss)	$	(21.9	)	$	(69.6	)
Diluted earnings (loss) per share	$	(0.47	)	$	(1.78	)
Non-GAAP Results	Q3 ‘17			Q3 ‘16
Net income (loss)	$	4.3		$	(1.8	)
Operating income (loss)	$	6.8		$	(0.2	)
Diluted earnings (loss) per share	$	0.09		$	(0.05	)

“The third quarter of 2017 marked the first full quarter of Veeco and Ultratech on a combined basis.  Sales in the quarter were driven by increased shipments of our MOCVD tools and backlog has continued to build.  Also during the quarter, we formally released our new MOCVD system, the EPIK® 868, which provides a lower-cost and higher-productivity solution for our customers,” commented John R. Peeler, Chairman and Chief Executive Officer.  “The integration of Ultratech into Veeco is proceeding extremely well with many key milestones now behind us, including the complete integration of our sales and support organizations.  As a result, we are even stronger than before, with the right staff in each region, focused on driving improved results for our business and customers.”

Guidance and Outlook

The following guidance is provided for Veeco’s fourth quarter 2017:

·Revenue is expected to be in the range of $135 million to $155 million

·GAAP net loss is expected to be in the range of ($15) million to ($8) million

·Non-GAAP operating income is expected to be in the range of $5 million to $12 million

·GAAP earnings (loss) per share are expected to be in the range of ($0.33) to ($0.17)

·Non-GAAP earnings (loss) per share are expected to be in the range of $0.00 to $0.16

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

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Conference Call Information

A conference call reviewing these results has been scheduled for today, November 2, 2017 starting at 5:00pm ET. To join the call, dial 800-263-0877 (toll free) or 323-701-0225 and use passcode 7119567. 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 (NASDAQ: VECO) is a leading manufacturer of innovative semiconductor process equipment. Our proven MOCVD, lithography, laser annealing, ion beam and single wafer etch & clean technologies play an integral role in producing LEDs for solid-state lighting and displays, and in the fabrication of advanced semiconductor devices.   With equipment designed to maximize performance, yield and cost of ownership, Veeco holds technology leadership positions in all these served markets. To learn more about Veeco’s innovative equipment and services, visit www.veeco.com.

Forward-looking Statements

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, 2016 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:
Suzanne Schmidt 516-677-0200 x1272	Jeffrey Pina 516-677-0200 x1222
sschmidt@veeco.com	jpina@veeco.com

2

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,
	2017			2016			2017			2016
Net sales	$	131,872		$	85,482		$	341,324		$	238,842
Cost of sales	78,811			52,027			215,344			141,991
Gross profit	53,061			33,455			125,980			96,851
Operating expenses, net:
Research and development	24,061			19,892			57,669			63,545
Selling, general, and administrative	29,771			18,396			71,574			58,230
Amortization of intangible assets	12,500			5,261			21,722			15,785
Restructuring	5,010			1,798			9,605			3,993
Acquisition costs	783			—			16,277			—
Asset impairment	2			56,035			1,139			69,662
Other, net	(140		)	795			(228		)	884
Total operating expenses, net	71,987			102,177			177,758			212,099
Operating income (loss)	(18,926		)	(68,722		)	(51,778		)	(115,248		)
Interest income (expense), net	(4,748		)	260			(12,368		)	713
Income (loss) before income taxes	(23,674		)	(68,462		)	(64,146		)	(114,535		)
Income tax expense (benefit)	(1,790		)	1,136			(24,969		)	2,677
Net income (loss)	$	(21,884	)	$	(69,598	)	$	(39,177	)	$	(117,212	)
Income (loss) per common share:
Basic	$	(0.47	)	$	(1.78	)	$	(0.91	)	$	(2.99	)
Diluted	$	(0.47	)	$	(1.78	)	$	(0.91	)	$	(2.99	)
Weighted average number of shares:
Basic	46,941			39,131			43,100			39,193
Diluted	46,941			39,131			43,100			39,193

3

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

	September 30,		December 31,
	2017		2016
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	235,268	$	277,444
Short-term investments	85,853		66,787
Accounts receivable, net	113,795		58,020
Inventories	113,681		77,063
Deferred cost of sales	17,594		6,160
Prepaid expenses and other current assets	36,396		16,034
Total current assets	602,587		501,508
Property, plant and equipment, net	84,403		60,646
Intangible assets, net	383,596		58,378
Goodwill	308,529		114,908
Deferred income taxes	2,528		2,045
Other assets	25,263		21,047
Total assets	$	1,406,906	$	758,532
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	53,716	$	22,607
Accrued expenses and other current liabilities	65,728		33,201
Customer deposits and deferred revenue	107,636		85,022
Income taxes payable	4,171		2,311
Current portion of long-term debt	—		368
Total current liabilities	231,251		143,509
Deferred income taxes	46,268		13,199
Long-term debt	272,825		826
Other liabilities	11,033		6,403
Total liabilities	561,377		163,937
Total stockholders’ equity	845,529		594,595
Total liabilities and stockholders’ equity	$	1,406,906	$	758,532

4

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

				Non-GAAP Adjustments
Three months ended September 30, 2017	GAAP			Share-Based Compensation		Amortization	Other		Non-GAAP
Net sales	$	131,872							$	131,872
Gross profit	53,061			740			1,954		55,755
Gross margin	40.2		%						42.3		%
Research and development	24,061			(849	)				23,212
Selling, general, and administrative and Other	29,631			(3,714	)		(195	)	25,722
Net income (loss)	(21,884		)	6,170		12,500	7,504		4,290
Income (loss) per common share:
Basic	$	(0.47	)						$	0.09
Diluted	(0.47		)						0.09
Weighted average number of shares:
Basic	46,941								47,107
Diluted	46,941								47,327

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended September 30, 2017
Restructuring	4,143
Acquisition related	783
Release of inventory fair value step-up associated with the Ultratech purchase accounting	1,856
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	293
Asset impairment	2
Non-cash interest expense	2,754
Non-GAAP tax adjustment *	(2,327	)
Total Other	7,504

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

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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 this news release to their most directly comparable GAAP financial measures.

5

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

				Non-GAAP Adjustments
Three months ended September 30, 2016	GAAP			Share-based Compensation		Amortization	Other		Non-GAAP
Net sales	$	85,482							$	85,482
Gross profit	33,455			607			355		34,417
Gross margin	39.1		%						40.3		%
Research and development	19,892			(993	)				18,899
Selling, general, and administrative and Other	19,191			(2,143	)		(1,368	)	15,680
Net income (loss)	(69,598		)	3,743		5,261	58,831		(1,763		)
Income (loss) per common share:
Basic	$	(1.78	)						$	(0.05	)
Diluted	(1.78		)						(0.05		)
Weighted average number of shares:
Basic	39,131								39,131
Diluted	39,131								39,131

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended September 30, 2016
Asset impairment	56,035
Restructuring	1,798
Acquisition related	63
Accelerated depreciation	355
Pension termination	1,305
Non-GAAP tax adjustment *	(725	)
Total Other	58,831

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

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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 this news release to their most directly comparable GAAP financial measures.

6

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (loss)

(in thousands)

(unaudited)

	Three months ended			Three months ended
	September 30, 2017			September 30, 2016
GAAP Net income (loss)	$	(21,884	)	$	(69,598	)
Share-based compensation	6,170			3,743
Amortization	12,500			5,261
Restructuring	4,143			1,798
Acquisition related	783			63
Release of inventory fair value step-up associated with the Ultratech purchase accounting	1,856			—
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	293			—
Accelerated depreciation	—			355
Asset impairment	2			56,035
Pension termination	—			1,305
Interest (income) expense	4,748			(260		)
Income tax expense (benefit)	(1,790		)	1,136
Non-GAAP Operating Income (loss)	$	6,821		$	(162	)

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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 this news release to their most directly comparable GAAP financial measures.

7

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(unaudited)

								Non-GAAP Adjustments
Guidance for the three months ended December 31, 2017	GAAP							Share-based Compensation	Amortization	Other		Non-GAAP
Net sales	$	135		–	$	155						135			–	155
Gross profit	52			–	63			1	—	—		53			–	64
Gross margin	39		%	–	41		%					39		%	–	41		%
Net income (loss)	$	(15	)	–	$	(8	)	5	12	(2	)	—			–	7
Income (loss) per diluted common share	$	(0.33	)	–	$	(0.17	)					$	—		–	$	0.16
Weighted average number of shares	47				47							47				47

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (Loss)

(in millions)

(unaudited)

Guidance for the three months ended December 31, 2017
GAAP Net income (loss)	$	(15	)	–	$	(8	)
Share-based compensation	5			–	5
Amortization	12			–	12
Restructuring	1			–	1
Acquisition related	1			–	1
Interest expense, net	5			–	5
Income tax expense (benefit)	(4		)	–	(4		)
Non-GAAP Operating Income	$	5		–	$	12

Note:  Amounts may not calculate precisely due to rounding.

These 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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

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 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 Non-GAAP Operating Income (loss), 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 this news release to their most directly comparable GAAP financial measures.

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EX-99.2

Exhibit 99.2

Q3 2017 Conference Call Veeco Instruments Inc. November 2, 2017

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, 2016 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

9¢ Non-GAAP EPS $132M Revenue Q3 2017 Highlights Bookings up sequentially; backlog building Backlog growth driven by multiple system orders from LED customers in Asia and Europe Stronger revenue driven by MOCVD and PSP System sales $162M Bookings Q3 Results Note: A reconciliation of GAAP to Non-GAAP financial measures may be found in Back-up & Reconciliation Tables $6.8M Non-GAAP Op Income

CFO Financial Review Sam Maheshwari

Q3 2017 Revenue Breakdown by End Market and Geography LED Lighting, Display & Compound Semi driven by continued roll-out of MOCVD and PSP systems into Europe, China and South East Asia Q3 2017 Revenue by End Market Q3 2017 Revenue by Geography Note: Amounts may not calculate precisely due to rounding 17% Advanced Packaging, MEMS & RF 13% Front-End Semi 45% LED Lighting, Display & Compound Semi $132M 49% Rest of World 12% China 13% EMEA 26% United States 25% Scientific & Industrial China excludes approximately $28.5 million of deferred revenue ROW driven by sales into Malaysia and South Korea Bookings up 32% sequentially to $162 million; Multiple System Orders for MOCVD

P&L Highlights ($M) Q2 17 Q3 17 Q2 17 Q3 17 Revenue $115.1 $131.9 $115.1 $131.9 Gross Profit 38.7 53.1 46.7 55.8 % 33.6% 40.2% 40.6% 42.3% R&D 18.6 24.1 17.9 23.2 SG&A & Other 22.7 29.6 19.2 25.7 Operating Income/(Loss) (27.0) (18.9) 9.6 6.8 Net Income/(Loss) (18.4) (21.9) 6.4 4.3 Earnings/(Loss) Per Share ($0.43) ($0.47) $0.15 $0.09 GAAP Non-GAAP Note: Amounts may not calculate precisely due to rounding A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables

($M) Q1 17 Q2 17 Q3 17 Cash & Short-term Investments 682 303 321 Accounts Receivable 51 108 114 Inventories 65 120 114 Accounts Payable 31 46 54 Long-term Debt 268 270 273 Cash Flow from Operations 6.3 (15.9) 24.9 Balance Sheet Highlights DSO 49 85 78 DOI 107 109 133 DPO 47 54 61 Note: Amounts may not calculate precisely due to rounding

Q4 2017 Guidance Revenue $135M–$155M $135M–$155M Gross Margins 39%–41% 39%–41% Net Income (Loss) ($15M)–($8M) $0M–$7M Earnings Per Share ($0.33)–($0.17) $0.00–$0.16 Non-GAAP Operating Income $5M–$12M Non-GAAP GAAP Note: A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables

Business Update & Outlook

LED Lighting, Display & Compound Semi Demand being driven by: Growth of LED in General Lighting Continued migration to larger sized TVs; - requiring more LEDs to backlight Growing adoption of Fine-pitch Display; - stadiums, lobbies, retail We continue to win business in China New EPIK 868 – the industry benchmark for highest productivity per fab foot; - Designed to meet needs of our customers in China Multiple system orders received from leading LED manufacturers Fine-pitch LED displays Announced Strategic Initiative with Allos Semi 200mm GaN-on-Si wafers for Blue/Green Micro-LEDs Veeco Propel Power GaN MOCVD System New TurboDisc EPIK 868 GaN MOCVD System

Advanced Packaging, MEMS and RF Positioned for growth when market strengthens Veeco sustained our leadership position and maintained strong market share of 73% AP impacted by weaker smartphone shipments worldwide Advanced FOWLP applications expanding to applications such as: Baseband processors RF transceivers Switches PMICs

Front-End Semi Update: Veeco Remains Well-Positioned China buildout of 28nm fabs continues Select customers expected to begin focus on 14nm next year Veeco actively supporting 10nm ramp and 7nm process development in Korea Melt tool progressing well; customers actively working on 7nm and 5nm processes Ion Beam Etch system for MRAM garnering tremendous customer interest; high volume manufacturing to begin in 2018

Ultratech Update – Integration on Track Key milestones achievable over next 18-24 months Sales organization integration COMPLETED Field service integration COMPLETED ERP conversion IN PROGRESS Focused R&D projects IN PROGRESS Material cost reductions IN PROGRESS Integration Proceeding Well Poised to Deliver Enhanced Shareholder Value Accelerates growth potential in Advanced Packaging Expected to increase scale and diversify revenue

Summary 2017: a transformative year for Veeco Backlog continuing to grow Ultratech integration on track Veeco executing on strategy to increase scale, diversify revenue and improve profitability

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; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation. 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 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 non-GAAP Operating Income, 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 this news release to their most directly comparable GAAP financial measures.

Supplemental Information—GAAP to Non-GAAP Reconciliation Note: Amounts may not calculate precisely due to rounding US$ millions Q2 17 Q3 17 Net Sales $115.1 $131.9 GAAP Gross Profit 38.7 53.1 GAAP Gross Margin 33.6% 40.2% Add: Release of inventory fair value step-up for purchase accounting 7.4 1.9 Add: Share-Based Comp 0.5 0.7 Add: Depreciation of PP&E fair value step-up for purchase accounting - 0.1 Add: Accelerated Depreciation 0.1 - Non-GAAP Gross Profit $46.7 $55.8 Non-GAAP Gross Margin 40.6% 42.3% US$ millions, except per share data Q2 17 Q3 17 GAAP Basic EPS (0.43) (0.47) GAAP Diluted EPS (0.43) (0.47) GAAP Net Income (Loss) (18.4) (21.9) Add: Share-Based Comp 9.6 6.2 Add: Amortization 6.4 12.5 Add: Restructuring 2.4 4.1 Add: Acquisition Related 9.9 0.8 Add: Release of inventory fair value step-up for purchase accounting 7.4 1.9 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.3 Add: Accelerated Depreciation 0.1 - Add: Asset Impairment 0.7 - Add: Non-Cash Interest Expense 2.7 2.7 Add: Tax Adjustment from GAAP to Non-GAAP (14.5) (2.3) Non-GAAP Net Income (Loss) 6.4 4.3 Non-GAAP Basic EPS 0.15 0.09 Non-GAAP Diluted EPS 0.15 0.09 US$ millions Q2 17 Q3 17 GAAP Net Income (Loss) $(18.4) $(21.9) Add: Share-Based Comp 9.6 6.2 Add: Amortization 6.4 12.5 Add: Restructuring 2.4 4.1 Add: Acquisition Related 9.9 0.8 Add: Release of inventory fair value step-up for purchase accounting 7.4 1.9 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.3 Add: Accelerated Depreciation 0.1 - Add: Asset Impairment 0.7 - Add: Interest Expense 4.3 4.7 Subtract: Tax benefit (12.9) (1.8) Non-GAAP Operating Income $9.6 $6.8

Q3 2017 GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $131.9 $131.9 Gross Profit 53.1 0.7 2.0 55.8 Gross Margin 40.2% 42.3% Research and Development 24.1 (0.9) 23.2 Selling, General, and Administrative and Other 29.6 (3.7) (0.2) 25.7 Net Income (Loss) $(21.9) 6.2 12.5 7.5 $4.3 Income (Loss) Per Common Share: Basic $(0.47) $0.09 Diluted (0.47) 0.09 Weighted Average Number of Shares: Basic 46.9 47.1 Diluted 46.9 47.3 Other Non-GAAP Adjustments Restructuring 4.1 Acquisition Related 0.8 Release of inventory fair value step-up associated with the Ultratech purchase accounting 1.9 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.3 Non-Cash Interest Expense 2.7 Non-GAAP Tax Adjustment (2.3) Total Other 7.5 Note: Amounts may not calculate precisely due to rounding

Q4 2017 Guidance GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $135–$155 $135–$155 Gross Profit 52–63 1 — — 53–64 Gross Margin 39%–41% 39%–41% Net Income (Loss) ($15)–($8) 5 12 (2) $0–$7 Income (Loss) per Diluted Share ($0.33)–($0.17) $0.00–$0.16 GAAP Net Income (Loss) ($15)–($8) Share-Based Compensation 5 Amortization 12 Restructuring 1 Acquisition related expense 1 Interest Expense 5 Income Tax Expense (Benefit) (4) Non-GAAP Operating Income $5–$12 Non-GAAP Adjustments Note: Amounts may not calculate precisely due to rounding

EX-99.3

Exhibit 99.3

NEWS

FOR IMMEDIATE RELEASE

VEECO WINS PRELIMINARY INJUNCTION IN PATENT INFRINGEMENT LAWSUIT

Ruling prohibits supplier from selling wafer carriers for competitor’s MOCVD tools

Plainview, N.Y., November 2, 2017 — Veeco Instruments Inc. (Nasdaq: VECO) announced today that the United States District Court for the Eastern District of New York granted Veeco’s motion for a preliminary injunction against SGL Carbon, LLC (SGL), a supplier of wafer carriers to Advanced Micro-Fabrication Equipment Inc. (AMEC).  The injunction prohibits the sale of wafer carriers by SGL for use in susceptorless Metal Organic Chemical Vapor Deposition (MOCVD) systems using Veeco’s patented technology, including wafer carriers designed for AMEC MOCVD systems.

“This ruling affirms the strength of Veeco’s intellectual property and its worldwide patent portfolio,” said John R. Peeler, Chairman and CEO of Veeco.  “Veeco takes enforcement of its IP seriously, and will not hesitate to protect its significant investment in research & development, including its patents in the U.S., Europe and Asia — particularly in China.”

The ruling takes effect immediately and prohibits SGL from shipping wafer carriers using Veeco’s patented technology without Veeco’s express authorization.  This prohibits SGL from supplying wafer carriers for use in all AMEC MOCVD systems.  The Court also ruled that Veeco showed a “clear likelihood of success” on its claim that Veeco’s patent on wafer carriers for use in susceptorless MOCVD reactors is infringed by SGL and that the patent is valid, despite SGL’s arguments to the contrary.  SGL had argued that its wafer carriers were based on AMEC’s specifications.  This ruling shows that AMEC does not respect Veeco’s intellectual property rights.  Preliminary injunctions are rare in patent cases, because the legal requirements to issue such an injunction prohibiting sales prior to a jury verdict on patent infringement are very stringent.  Thus, this ruling shows the clear nature of SGL’s and AMEC’s violation of Veeco’s IP.

This action for patent infringement was commenced by Veeco against SGL Carbon, LLC and SGL Carbon SE on April 12, 2017 in the federal court for the Eastern District of New York.  SGL manufactures wafer carriers which are used in susceptorless MOCVD systems.  In addition to the preliminary injunction, Veeco is seeking a post-trial permanent injunction, monetary damages and other relief.

About Veeco

Veeco (NASDAQ: VECO) is a leading manufacturer of innovative semiconductor process equipment.  Our proven MOCVD, lithography, laser annealing, ion beam and single wafer etch & clean technologies play an integral role in producing LEDs for solid-state lighting and displays, and in the fabrication of advanced semiconductor devices.  With equipment designed to maximize performance, yield and cost of ownership, Veeco holds technology leadership positions in all these served markets.  To learn more about Veeco’s innovative equipment and services, visit www.veeco.com.

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Veeco Instruments Inc.

Investors: Sam Maheshwari 516-677-0200 x1472 investorrelations@veeco.com Media: Jeffrey Pina 516-677-0200 x1222 jpina@veeco.com