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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 27, 2003
VEECO INSTRUMENTS INC.
 (Exact name of registrant as specified in its charter)

Delaware
 (State or other jurisdiction
of incorporation)	 	0-16244
 (Commission
File Number)	 	11-2989601
 (IRS Employer
Identification No.)	

 100 Sunnyside Boulevard, Woodbury, New York 11797
 (Address of principal executive offices, including zip code)	
(516) 677-0200
 (Registrant's telephone number, including area code)
Not applicable.
 (Former name or former address, if changed since last report.)

 Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
(c)
Exhibits.

Exhibit
	 	Description
	
99.1	 	Press release issued by Veeco Instruments Inc. dated October 27, 2003.	

 Item 9.    Regulation FD Disclosure
        On October 27, 2003, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and nine months ended September 30, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report.
        In accordance with Securities and Exchange Commission Release No. 33-8216, the information in this report, including the exhibit, is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." The information in this report, including the exhibit, shall not be deemed "filed" for the 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. Furthermore, the information in this report, including the exhibit, shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
2

 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.
Date: October 27, 2003

 	 	VEECO INSTRUMENTS INC.	

 	
By:	
/s/   GREGORY A. ROBBINS       

Gregory A. Robbins
Vice President and General Counsel	
3

 EXHIBIT INDEX

Exhibit
	 	Description

99.1	
 	
Press release issued by Veeco Instruments Inc. dated October 27, 2003.	
4

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Item 9. Regulation FD Disclosure
SIGNATURES
 EXHIBIT INDEX

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 Exhibit 99.1

	 	NEWS	
Veeco Instruments Inc., 100 Sunnyside Blvd., Woodbury, NY 11797 Tel. 516-677-0200 FAX 516-677-0380

 FOR IMMEDIATE RELEASE
Financial Contact: Debra Wasser, VP of IR & Corp. Comm., 516-677-0200, x1472
Trade Contact: Fran Brennen, Dir. of Marketing Communications, 516-677-0200 x1222

 VEECO REPORTS THIRD QUARTER AND NINE MONTH 2003 RESULTS
Woodbury, NY, October 27, 2003—Veeco Instruments Inc. (Nasdaq: VECO) today announced its financial results for the third quarter and nine months ended September 30, 2003. Veeco reports its results on a GAAP basis, and also provides results excluding certain charges. Investors should refer to the attached table for further details of the reconciliation of GAAP (loss) to earnings excluding certain charges.
Highlights
        Veeco's third quarter 2003 sales were $63.1 million with a net loss of $2.1 million, or a loss of $0.07 per share. Earnings excluding certain charges were $0.03 per diluted share. The Company's third quarter bookings were $64.0 million. The Company's third quarter guidance (provided on July 29, 2003) was: revenues $67-$70 million, net loss between $0.06 and $0.03 per share, earnings excluding certain charges between $0.03 and $0.06 per diluted share, and bookings between $67-70 million.
        Edward H. Braun, Veeco's Chairman and Chief Executive Officer, commented, "Despite a continued difficult capital equipment market, Veeco achieved our earnings per share guidance on reduced quarterly revenue, on the strength of improved gross margins and reduced operating expenses. Veeco's third quarter gross margins and earnings improved sequentially and year-over-year and we reported positive cash generation of nearly $5 million."
        "While Veeco's third quarter 2003 bookings of $64.0 million were flat sequentially (below our prior forecast), our bookings increased in semiconductor (+ 30%) and data storage
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(+10%), but were offset by declines in telecommunications/wireless (-29%) and scientific research (-4%). In the third quarter our customers reported increased factory utilization rates, resulting in multiple Veeco tool orders from key semiconductor and data storage customers. We expect order strength in semiconductor and data storage to continue in the fourth quarter, followed by an industry expected broader recovery in 2004."
Third Quarter 2003 Results
        Veeco's sales for the third quarter of 2003 were $63.1 million, a 13% decrease from the $72.8 million reported for the third quarter of 2002 and a 14% sequential decrease from the $73.4 million reported in the second quarter of 2003. Metrology sales were $38.3 million in the third quarter of 2003, compared to $42.2 million reported in the third quarter of 2002. Veeco's Process Equipment sales were $24.9 million in the third quarter of 2003, compared with $30.5 million in the third quarter of 2002. Weakness in our third quarter Process Equipment revenues resulted from certain deliveries being delayed to the fourth quarter. Veeco's sales by market in the third quarter of 2003 were 31% data storage, 14% semiconductor, 12% telecommunications/wireless and 43% scientific research.
        Veeco's bookings for the third quarter of 2003 were $64.0 million, down 8% from the $69.4 million reported in the third quarter of 2002, and sequentially flat compared with the $64.0 million reported in the second quarter of 2003. Third quarter 2003 Metrology bookings were $36.8 million, compared to $39.2 million reported in the third quarter of 2002. Third quarter 2003 Process Equipment bookings were $27.2 million, compared to the $30.2 million reported in the third quarter of 2002. Veeco's bookings by market in the third quarter were 33% data storage, 15% semiconductor, 11% telecommunications/wireless and 41% scientific research. The Company's third quarter book-to-bill ratio was 1.01.
        Veeco incurred an operating loss of $1.8 million in the third quarter of 2003, compared to an operating loss of $2.1 million in the third quarter of 2002. Excluding $1.8 million in third quarter restructuring charges, primarily severance and other related costs, Veeco's third quarter 2003 "EBITA" (earnings excluding certain charges before interest, income taxes and amortization) was $3.3 million compared to $1.2 million in the third quarter of 2002, which
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Page 3/ Veeco Q3 2003 Financial Results
also excludes restructuring charges. Veeco's third quarter 2003 net loss was $2.1 million (($0.07) per share) compared to a net loss of $2.1 million (($0.07) per share) in the third quarter of 2002. Excluding certain charges, third quarter 2003 earnings were $0.03 per diluted share compared to $0.00 per diluted share in the third quarter of 2002.
Nine Month 2003 Results
        Veeco's sales for the first nine months of 2003 were $202.4 million, a 12% decrease from the $230.2 million reported for the first nine months of 2002. Metrology sales were $113.6 million in the first nine months of 2003, compared to $117.9 million reported in the first nine months of 2002. Veeco's Process Equipment sales were $88.8 million in the first nine months of 2003, compared with $112.3 million in the first nine months of 2002. Veeco's sales by market in the first nine months of 2003 were 31% data storage, 15% semiconductor, 13% telecommunications/wireless and 41% scientific research.
        Veeco's bookings for the first nine months of 2003 were $200.8 million, down 8% from the $217.9 million reported in the first nine months of 2002. Metrology bookings for the first nine months of 2003 were $107.8 million compared to the $112.1 million reported in the first nine months of 2002. Process Equipment bookings in the first nine months of 2003 were $93.0 million, compared to $105.7 million reported in the first nine months of 2002. Veeco's bookings by market in the first nine months of 2003 were 35% data storage, 14% semiconductor, 14% telecommunications/wireless and 37% scientific research. The Company's book-to-bill ratio for the first nine months of 2003 was 0.99.
        Veeco incurred an operating loss of $3.3 million in the first nine months of 2003, compared to an operating loss of $7.3 million in the first nine months of 2002. Excluding $3.3 million in restructuring charges, primarily severance and other related costs, Veeco's first nine month 2003 EBITA was $9.5 million compared to $4.8 million in the first nine months of 2002, which also excludes restructuring charges. Veeco's net loss for the first nine
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months of 2003 was $4.9 million (($0.17) per share) compared to a net loss of $7.2 million (($0.25) per share) in the first nine months of 2002. Excluding certain charges, earnings for the first nine months of 2003 were $0.08 per diluted share compared to $0.01 per diluted share in the first nine months of 2002.
Veeco's Outlook
        Mr. Braun commented, "Our customers' continued emphasis on producing next generation semiconductor devices (130nm and 90nm) and data storage (80GB and 120GB) thin film magnetic heads has resulted in increased factory utilization rates, to a point where added capacity would normally be required. In fact, industry capex to revenue ratio is at a historic low. While customers continue to demand higher capital equipment efficiencies and are tightly managing their cash flows, the industry outlook suggests increased capital spending in the coming quarters."
        Mr. Braun continued, "We currently expect a modest improvement in Veeco's fourth quarter orders driven by demand from semiconductor and data storage customers and a seasonal improvement in scientific research orders. We continue to look for an industry expected broader recovery in Veeco's served markets in 2004."
        Veeco currently forecasts that fourth quarter 2003 bookings will be in the range of $64-$70 million and that fourth quarter 2003 sales will be in the range of $64-$70 million. The company currently forecasts that it will incur a net loss between ($0.08 and $0.04) per share on a GAAP basis and will earn between $0.01 and $0.05 per share, excluding amortization of $3.3 million and restructuring charges of approximately $750,000, using a 35% tax rate.
Investor Conference Call/ Webcast
        Veeco will host an investor conference call this morning, October 27, at 10 am EST to review these third quarter results. You may listen to the call live at 1-800-818-5264 or through an audio webcast at http://www.veeco.com (Investor Information). This call will be archived for
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Page 5/ Veeco Q3 2003 Financial Results
future reference. A telephonic playback of the conference call will also be available starting this afternoon through November 3, 2003 at 888-203-1112 (code 391921) or on the Veeco Web site.
About Veeco
        Veeco Instruments Inc. provides solutions for nanoscale applications in the worldwide semiconductor, data storage, telecommunications/wireless and scientific research markets. Our Metrology products are used to measure at the nanoscale and our Process Equipment tools help create nanoscale devices. Veeco's manufacturing and engineering facilities are located in New York, California, Colorado, Arizona and Minnesota. Global sales and service offices are located throughout the United States, Europe, Japan and Asia Pacific. Additional information on Veeco can be found at http://www.veeco.com/.
         To the extent that this news release discusses expectations about market conditions or about market acceptance and future sales of Veeco's products, 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 challenges of continuing weakness in end market conditions and the cyclical nature of the telecommunications/wireless, data storage, semiconductor and research markets, risks associated with the acceptance of new products by individual customers and by the marketplace and other factors discussed in the Business Description and Management's Discussion and Analysis sections of Veeco's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K.
-Financial Tables Attached-

 Veeco Instruments Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

 	 	Three months ended
September 30,
(Unaudited)
	 	
 	 	2003
	 	2002
	 	
Net sales	 	$	63,144	 	$	72,753	 	
Cost of sales	 	 	32,845	 	 	38,405	 	
 	 		 		 	
Gross profit	 	 	30,299	 	 	34,348	 	

Costs and expenses:	

 	

 	
 	
Selling, general and administrative expense	 	 	15,874	 	 	19,033	 	
Research and development expense	 	 	10,970	 	 	13,915	 	
Amortization expense	 	 	3,262	 	 	3,197	 	
Other expense, net	 	 	146	 	 	180	 	
Restructuring expense	 	 	1,804	 	 	83	 	

Operating loss	

(1,757	
)	
 	
(2,060	
)	

Interest expense, net	

2,050	

1,388	

Loss before income taxes	

(3,807	
)	
 	
(3,448	
)	

Income tax benefit	

(1,692	
)	
 	
(1,366	
)	
 	 		 		 	
Net loss	 	$	(2,115	)	$	(2,082	)	

Net loss per common share	
 	
$	
(0.07	
)	
$	
(0.07	
)	
Diluted net loss per common share	 	$	(0.07	)	$	(0.07	)	

Weighted average shares outstanding	

29,262	

29,137	
 	
Diluted weighted average shares outstanding	 	 	29,262	 	 	29,137	 	
6

 Veeco Instruments Inc.
Consolidated Statements of Operations
(In thousands, except per share data)

 	 	Nine Months Ended
September 30,
(Unaudited)
	 	
 	 	2003
	 	2002
	 	
Net sales	 	$	202,372	 	$	230,241	 	
Cost of sales	 	 	108,073	 	 	126,956	 	
 	 		 		 	
Gross profit	 	 	94,299	 	 	103,285	 	

Costs and expenses:	

 	

 	
 	
Selling, general and administrative expense	 	 	52,027	 	 	57,405	 	
Research and development expense	 	 	33,497	 	 	41,172	 	
Amortization expense	 	 	9,563	 	 	10,116	 	
Other income, net	 	 	(749	)	 	(56	)	
Restructuring expense	 	 	3,261	 	 	1,970	 	
 	 		 		 	
Operating loss	 	 	(3,300	)	 	(7,322	)	

Interest expense, net	

5,703	

4,351	

Loss from continuing operations before income taxes	 	 	(9,003	)	 	(11,673	)	

Income tax benefit	

(4,056	
)	
 	
(4,820	
)	
 	 		 		 	
Loss from continuing operations	 	 	(4,947	)	 	(6,853	)	

Loss from discontinued operations, net of income taxes	

—	

(346	
)	
 	 		 		 	
Net loss	 	$	(4,947	)	$	(7,199	)	
 	 		 		 	
Loss per common share from continuing operations	 	$	(0.17	)	$	(0.24	)	
Loss from discontinued operations	 	 	—	 	 	(0.01	)	
 	 		 		 	
Net loss per common share	 	$	(0.17	)	$	(0.25	)	
 	 		 		 	
Diluted loss per common share from continuing operations	 	$	(0.17	)	$	(0.24	)	
Loss from discontinued operations	 	 	—	 	 	(0.01	)	
 	 		 		 	
Diluted net loss per common share	 	$	(0.17	)	$	(0.25	)	
 	 		 		 	
Weighted average shares outstanding	 	 	29,245	 	 	29,081	 	
Diluted weighted average shares outstanding	 	 	29,245	 	 	29,081	 	
7

 Veeco Instruments Inc.
Reconciliation of GAAP loss to earnings excluding certain charges
(In thousands, except per share data)
(Unaudited)

 	 	Three Months Ended
September 30,
	 	Nine Months Ended
September 30,
	 	
 	 	2003
	 	2002
	 	2003
	 	2002
	 	
Operating loss	 	$	(1,757	)	$	(2,060	)	$	(3,300	)	$	(7,322	)	
Adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization expense	 	 	3,262	 	 	3,197	 	 	9,563	 	 	10,116	 	
Restructuring expense	 	 	1,804	 	 	83	 	 	3,261	 	 	1,970	 	
 	 		 		 		 		 	
Earnings excluding certain charges before interest, income taxes and amortization ("EBITA")	 	 	3,309	 	 	1,220	 	 	9,524	 	 	4,764	 	
Interest expense, net	 	 	2,050	 	 	1,388	 	 	5,703	 	 	4,351	 	
 	 		 		 		 		 	
Earnings excluding certain charges before income taxes	 	 	1,259	 	 	(168	)	 	3,821	 	 	413	 	
Income tax provision at 35%	 	 	441	 	 	(59	)	 	1,337	 	 	145	 	
Earnings excluding certain charges	 	$	818	 	$	(109	)	$	2,484	 	$	268	 	
 	 		 		 		 		 	
Earnings excluding certain charges per diluted share	 	$	0.03	 	$	(0.00	)	$	0.08	 	$	0.01	 	
Diluted weighted average shares outstanding	 	 	29,591	 	 	29,137	 	 	29,487	 	 	29,371	 	
NOTE—The above reconciliation is intended to present Veeco's operating results, excluding certain charges and related provision for income taxes. This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles, and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on EBITA, which is the primary indicator used by management to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes EBITA reports baseline performance and thus provides useful information.
8

 Veeco Instruments Inc.
Condensed Consolidated Balance Sheets
(In thousands)

 	 	September 30,
2003
	 	December 31,
2002
	
 	 	(Unaudited)
	 	 	
ASSETS	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	215,159	 	$	214,295	
 	Accounts receivable, net	 	 	62,912	 	 	68,777	
 	Inventories	 	 	86,074	 	 	86,250	
 	Prepaid expenses and other current assets	 	 	14,324	 	 	18,392	
 	Deferred income taxes	 	 	27,963	 	 	31,549	
 	 		 		
Total current assets	 	 	406,432	 	 	419,263	

Property, plant and equipment, net	

55,554	

55,872	
Goodwill	 	 	33,782	 	 	30,658	
Long-term investments	 	 	13,318	 	 	17,483	
Deferred income taxes	 	 	39,497	 	 	28,888	
Other assets, net	 	 	47,829	 	 	54,654	
 	 		 		
Total assets	 	$	596,412	 	$	606,818	

LIABILITIES AND SHAREHOLDERS' EQUITY	

 	

 	
Current liabilities:	 	 	 	 	 	 	
 	Accounts payable	 	$	14,172	 	$	13,078	
 	Accrued expenses	 	 	37,844	 	 	44,993	
 	Deferred profit	 	 	2,363	 	 	5,966	
 	Current portion of long-term debt	 	 	328	 	 	312	
 	Income taxes payable	 	 	4,821	 	 	3,808	
 	 		 		
Total current liabilities	 	 	59,528	 	 	68,157	

Long-term debt	

230,020	

230,273	
Other non-current liabilities	 	 	1,104	 	 	815	
 	 		 		
Total non-current liabilities	 	 	231,124	 	 	231,088	

Shareholders' equity	

305,760	

307,573	
 	 		 		
Total liabilities and shareholders' equity	 	$	596,412	 	$	606,818	
 	 		 		
9

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Exhibit 99.1
FOR IMMEDIATE RELEASE
VEECO REPORTS THIRD QUARTER AND NINE MONTH 2003 RESULTS
 Veeco Instruments Inc. Consolidated Statements of Operations (In thousands, except per share data)
 Veeco Instruments Inc. Consolidated Statements of Operations (In thousands, except per share data)
 Veeco Instruments Inc. Reconciliation of GAAP loss to earnings excluding certain charges (In thousands, except per share data) (Unaudited)
 Veeco Instruments Inc. Condensed Consolidated Balance Sheets (In thousands)