SECURITIES AND EXCHANGE COMMISSIONd1lge852tjjqow.cloudfront.net/CIK-0000103145/4e... · Gregory A....

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES 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 thefollowing provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-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. Inconnection 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 stockto 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 inaccordance with applicable federal securities laws. Further information regarding the authorized repurchase is contained in the press release furnished asExhibit 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 byreference 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 theundersigned hereunto duly authorized. October 28, 2015 VEECO INSTRUMENTS INC.

By: /s/ Gregory A. RobbinsName: Gregory A. RobbinsTitle: 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

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 theCompany’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 ourguided 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 forTV display backlighting. We cannot accurately predict the duration of this MOCVD investment pause. However, demand for LED lighting remains healthy, whichgives us confidence that investments will resume once industry conditions improve. We will continue to actively manage those things within our control throughthis period of uncertainty. “We announced a $100 million share repurchase program, which underscores our confidence in longer term growth prospects and our commitment to enhanceshareholder value. We believe our strong balance sheet provides us with the flexibility to execute share repurchases while continuing to invest in R&D and otheropportunities 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 completedover 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 withapplicable 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 programdoes 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) or1-913-312-0961 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 availableon 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 productivityand 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 toa number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in theBusiness 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 inour 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 [email protected] [email protected]

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 SubsidiariesCondensed 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


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


120

120

Current portion of long-term debt

333

314

Total current liabilities

164,092

168,408


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 SubsidiariesReconciliation 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:


21,905

(3,288) (188) —

18,429


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


6,578

5,119

6,079

864

18,640

Interest income, net

161

—

—

—

161


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; nonrecurringcharges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-timetransaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with thepurchase 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 notbe considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAPfinancial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made bysecurities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentivecompensation as well as forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency ofsupplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures havehistorically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review thereconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and SubsidiariesReconciliation of GAAP to Non-GAAP Financial Data(In thousands, except per share data)(Unaudited)


Three months ended September 30, 2014

GAAP


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:


21,712

(2,766) —

—

18,946


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


(17,488) 4,490

3,149

5,181

(4,668)Interest income, net

305

—

—

—

305


(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; nonrecurringcharges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-timetransaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with thepurchase 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 notbe considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAPfinancial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securitiesanalysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation aswell as forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental informationused by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported toinvestors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAPfinancial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and SubsidiariesReconciliation of GAAP to Non-GAAP Financial Data(In millions, except per share data)(Unaudited)


Guidance for the three months ended December 31, 2015

GAAP


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; nonrecurringcharges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-timetransaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with thepurchase 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 notbe considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAPfinancial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securitiesanalysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation aswell as forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental informationused by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported toinvestors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAPfinancial measures used in this news release to their most directly comparable GAAP financial measures.

Exhibit 99.2Q3 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

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

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