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): August 13, 2020

_______________________________

II-VI INCORPORATED

(Exact name of registrant as specified in its charter)

_______________________________

Pennsylvania	0-16195	25-1214948
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

375 Saxonburg Boulevard

Saxonburg, Pennsylvania 16056

(Address of Principal Executive Offices) (Zip Code)

(724) 352-4455

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	IIVI	Nasdaq Global Select Market
Series A Mandatory Convertible Preferred Stock, no par value	IIVIP	Nasdaq Global Select Market

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 ☐

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 13, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

A slide presentation to be used by senior management of the Company in connection with its discussions with investors regarding the Company's financial results for the first quarter of 2020 is included in Exhibit 99.2 to this report and is being furnished in accordance with Regulation FD of the Securities and Exchange Commission.

The information in this Current Report on Form 8-K, including the exhibits furnished pursuant to Item 9.01, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits furnished pursuant to Item 9.01 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press release dated August 13, 2020

Exhibit 99.2. Investor Presentation

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	II-VI Incorporated


Date: August 13, 2020	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer and Treasurer

EXHIBIT 99.1

II-VI Incorporated Reports Fiscal 2020 Fourth Quarter and Full Year Results

Achieves Record Quarterly Revenues of $746.2M and Backlog of $957M
Quarterly GAAP Operating Income of $67.4M and Non-GAAP Operating Income of $124.6M
Quarterly GAAP EPS of $0.53 and Non-GAAP EPS of $1.18
Record Full Year Cash Flow from Operations of $297.3M
Record Full Year Free Cash¹ Flow of $160.4M
The Company’s early July FY21 equity raise improved its net debt leverage ratio² from 3.8 to 2.0

PITTSBURGH, Aug. 13, 2020 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq:IIVI) ("II-VI," “We” or the "Company") today reported results for its fiscal 2020 fourth quarter and fiscal year ended June 30, 2020.

“In the fourth quarter, we remained and continue to remain vigilant and steadfast in ensuring the health and safety of our global workforce while striving to meet our customers' growing expectations despite the continuation and acceleration of COVID-19. We also made great progress against our key business initiatives. The power of our vertically integrated and geographically diverse footprint and business model, allowed our employees to deliver exceptional results, including record revenues and backlog,” said Dr. Vincent D. (Chuck) Mattera, Jr. “I am very pleased with the Finisar integration which continues ahead of expectations, as we accelerated our component strategy and are on track to exceed our first year synergy cost savings goals. Demand in the 3D-Sensing and communications market remains strong as the digital transformation continues, led by continued growth of 5G deployment and network infrastructure upgrades.”

Dr. Mattera continued, “Our financial fundamentals are strong. We achieved record cash flow from operations, undertook a very successful equity raise and delivered free cash flow at about $150M above the acquisition business case. Our cash balance now stands at $493M, an increase of $105M from the previous quarter, and our post-equity raise leverage ratio² is approximately 2.0, down from 3.8 at March 31, 2020. Our backlog of just under $1.0B provides us with significant momentum as we enter fiscal year 2021.”

¹ Free cash flow of $160.4M is defined as cash flow from operations of $297.3M less capital expenditures of $136.9M.
² Reflects the July 2020 activity in which the Company used the net proceeds from the July 2020 equity raise to repay the remaining balance of $715 million under the Company’s Term B Loan Facility. The net debt leverage ratio is calculated in accordance with the terms of the Credit Agreement.

Table 1
Financial Metrics
$ Millions, except per share amounts and %
(Unaudited)	Three Months Ended									Year Ended
	Jun 30,			Mar 31,			Jun 30,			Jun 30,			Jun 30,
	2020			2020			2019			2020			2019

Revenues	$	746.2		$	627.0		$	362.7		$	2,380.0		$	1,362.4

GAAP Gross Profit	$	302.2		$	245.9		$	138.7		$	819.6		$	521.3
Non-GAAP Gross Profit₍₂₎	$	315.7		$	235.5		$	139.5		$	912.4		$	524.5

GAAP Operating Income (Loss)₍₁₎	$	67.4		$	69.0		$	40.7		$	39.5		$	148.7
Non-GAAP Operating Income ₍₂₎	$	124.6		$	81.6		$	56.9		$	324.8		$	209.7

GAAP Net Earnings (Loss)	$	51.3		$	5.9		$	28.0		$	(67.0	)	$	107.5
Non-GAAP Net Earnings₍₂₎	$	117.8		$	39.2		$	42.6		$	258.6		$	158.2

GAAP Diluted Earnings (Loss) Per Share	$	0.53		$	0.06		$	0.43		$	(0.79	)	$	1.63
Non-GAAP Diluted Earnings Per Share₍₂₎	$	1.18		$	0.42		$	0.65		$	2.85		$	2.40

Other Selected Financial Metrics
GAAP Gross margin	40.5		%	39.2		%	38.2		%		34.4	%	38.3		%
Non-GAAP gross margin ₍₂₎	42.3		%	37.6		%	38.5		%		38.3	%	38.5		%
GAAP Operating margin	9.0		%	11.0		%	11.2		%		1.7	%	10.9		%
Non-GAAP operating margin₍₂₎	16.7		%	13.0		%	15.7		%		13.6	%	15.4		%
GAAP Return on sales	6.9		%	0.9		%	7.7		%		-2.8	%	7.9		%
Non-GAAP return on sales₍₂₎	15.8		%	6.3		%	11.7		%		10.9	%	11.6		%

(1) GAAP Operating income (loss) is defined as earnings (loss) before income taxes, interest expense and other expense or income, net.

(2) All non-GAAP amounts exclude certain adjustments for share-based compensation, acquired intangible amortization expense, certain one-time transaction expenses, fair value measurement period adjustments and restructuring and related items. See Table 4 for the Reconciliation of GAAP measures to non-GAAP measures.

Outlook

The outlook for the first fiscal 2021 quarter ending September 30, 2020 is revenue of $700 million to $750 million and earnings per diluted share on a non-GAAP basis of $0.45 to $0.60. These are at today’s exchange rate and today’s estimated tax impact of 25%, both of which are subject to variability. The non-GAAP earnings per share include the pre-tax amounts of $20.6 million in amortization, $20.3 million in share-based compensation, $23.6 million in debt extinguishment costs related to our July 2020 equity raise, and $5.0 million in other costs, including costs to facilitate the integration. Non-GAAP adjustments are by their nature highly volatile and we have low visibility as to the range that may be incurred in the future.

Conference Call & Webcast Information

The Company will host a conference call at 9:00 a.m. Eastern Time on Thursday, August 13, 2020 to discuss these results. Individuals wishing to participate in the webcast can access the event at the Company’s web site by visiting www.ii-vi.com or via https://tinyurl.com/IIVIQ4FY20Earnings. If you wish to participate in the conference call, please dial +1 (877) 316-5288 for calls from the U.S. and +1 (734) 385-4977 for calls from outside the U.S. To join the conference call, please enter ID# 1259279, then provide your name and company affiliation.

The conference call will be recorded, and a replay will be available to interested parties who are unable to attend the live call. This service will be available until 11:59 p.m. Eastern Time on Friday, August 14, 2020, by dialing +1 (855) 859-2056 for calls from the U.S. and +1 (404) 537-3406 for calls from outside the U.S., and entering ID# 1259279.

About II-VI Incorporated

II-VI Incorporated, a global leader in engineered materials and optoelectronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in communications, materials processing, aerospace & defense, semiconductor capital equipment, life sciences, consumer electronics, and automotive markets. Headquartered in Saxonburg, Pennsylvania, U.S.A., the Company has research and development, manufacturing, sales, service, and distribution facilities worldwide. The Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to support our customers. For more information, please visit us at www.ii-vi.com.

Forward-looking Statements

This press release contains forward-looking statements relating to future events and expectations that are based on certain assumptions and contingencies. The forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures.

The Company believes that all forward-looking statements made by it in this release have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2019, December 31, 2019 and March 31, 2020; (iii) the purchasing patterns of customers and end-users; (iv) the timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the Company’s ability to assimilate recently acquired businesses, and risks, costs and uncertainties associated with such acquisitions; (vii) the Company’s ability to devise and execute strategies to respond to market conditions; and/or (viii) the risks of business and economic disruption related to the currently ongoing COVID-19 outbreak and any other worldwide health epidemics and outbreaks that may arise. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

Use of Non-GAAP Financial Measures

The Company has disclosed financial measurements in this press release that present financial information considered to be non-GAAP financial measures. These measurements are not a substitute for GAAP measurements, although the Company's management uses these measurements as an aid in monitoring the Company's on-going financial performance. The non-GAAP net earnings, the non-GAAP earnings per share, the non-GAAP operating income, the non-GAAP gross profit, the non-GAAP internal research and development, the non-GAAP selling, general and administration, the non-GAAP interest and other (income) expense, and the non-GAAP income tax (benefit), measure earnings and operating income (loss), respectively, excluding non-recurring or unusual items that are considered by management to be outside the Company’s standard operation and excluding certain non-cash items. EBITDA is an adjusted non-GAAP financial measurement that is considered by management to be useful in measuring the profitability between companies within the industry by reflecting operating results of the Company excluding non-operating factors. There are limitations associated with the use of non-GAAP financial measures, including that such measures may not be entirely comparable to similarly titled measures used by other companies, due to potential differences among calculation methodologies. Thus, there can be no assurance whether (i) items excluded from the non-GAAP financial measures will occur in the future or (ii) there will be cash costs associated with items excluded from the non-GAAP financial measures. The Company compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by providing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures. Investors should consider adjusted measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.

II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Earnings (Loss) (Unaudited)
($000 except per share data)

	Three Months Ended
	June 30,			March 31,		June 30,
	2020			2020		2019

Revenues	$	746,290		$	627,041	$	362,728

Costs, Expenses & Other Expense (Income)
Cost of goods sold	444,153			381,108		224,076
Internal research and development	100,489			94,764		36,202
Selling, general and administrative	134,152			82,133		61,731
Interest expense	25,521			28,530		5,606
Other expense (income), net	1,264			7,168		384
Total Costs, Expenses, & Other Expense (Income)	705,579			593,703		327,999

Earnings Before Income Taxes	40,711			33,338		34,729

Income Taxes	(10,550		)	27,417		6,701

Net Earnings	$	51,261		$	5,921	$	28,028

Diluted Earnings Per Share	$	0.53		$	0.06	$	0.43

Basic Earnings Per Share	$	0.56		$	0.07	$	0.44

Average Shares Outstanding - Diluted	102,142			93,435		65,887
Average Shares Outstanding - Basic	91,517			91,081		63,719

II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Earnings (Loss) (Unaudited)
($000 except per share data)

	Year Ended
	June 30,			June 30,
	2020			2019

Revenues	$	2,380,071		$	1,362,496

Costs, Expenses & Other Expense (Income)
Cost of goods sold	1,560,521			841,147
Internal research and development	339,073			139,163
Selling, general and administrative	440,998			233,518
Interest expense	89,409			22,417
Other expense (income), net	13,998			(2,562		)
Total Costs, Expenses, & Other Expense (Income)	2,443,999			1,233,683

Earnings (Loss) Before Income Taxes	(63,928		)	128,813

Income Taxes	3,101			21,296

Net Earnings (Loss)	$	(67,029	)	$	107,517

Diluted Earnings (Loss) Per Share	$	(0.79	)	$	1.63

Basic Earnings (Loss) Per Share	$	(0.79	)	$	1.69

Average Shares Outstanding - Diluted	84,828			65,804
Average Shares Outstanding - Basic	84,828			63,584

II-VI Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
($000)

	June 30,		June 30,
	2020		2019
Assets
Current Assets
Cash and cash equivalents	$	493,046	$	204,872
Accounts receivable	598,124		269,642
Inventories	619,810		296,282
Prepaid and refundable income taxes	12,279		11,778
Prepaid and other current assets	65,710		30,337
Total Current Assets	1,788,969		812,911
Property, plant & equipment, net	1,214,772		582,790
Goodwill	1,239,009		319,778
Other intangible assets, net	758,368		139,324
Investments	73,767		76,208
Deferred income taxes	22,938		8,524
Other assets	136,891		14,238
Total Assets	$	5,234,714	$	1,953,773

Liabilities and Shareholders’ Equity
Current Liabilities
Current portion of long-term debt	$	69,250	$	23,834
Accounts payable	268,773		104,462
Operating lease current liabilities	24,634		—
Accruals and other current liabilities	310,236		142,267
Total Current Liabilities	672,893		270,563
Long-term debt	2,186,092		443,163
Deferred income taxes	45,551		23,913
Operating lease liabilities	94,701		—
Other liabilities	158,674		82,925
Total Liabilities	3,157,911		820,564
Total Shareholders' Equity	2,076,803		1,133,209
Total Liabilities and Shareholders’ Equity	$	5,234,714	$	1,953,773

II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
($000)	Year Ended
	June 30,
	2020			2019
Cash Flows from Operating Activities
Net cash provided by operating activities	$	297,292		$	178,475

Cash Flows from Investing Activities
Additions to property, plant & equipment	(136,877		)	(137,122		)
Purchases of businesses, net of cash acquired	(1,036,609		)	(83,067		)
Purchases of technology intangible assets	(3,750		)	—
Purchase of equity investments and other investing activities	(2,054		)	(3,787		)
Net cash used in investing activities	(1,179,290		)	(223,976		)

Cash Flows from Financing Activities
Proceeds from borrowings of Term A Facility	1,241,000			—
Proceeds from borrowings of Term B Facility	720,000			—
Procedures from borrowings of Revolving Credit Facility	160,000			—
Proceeds from borrowings under prior Credit Facility	10,000			150,000
Payment on Finisar Notes	(560,112		)	—
Payments on borrowings under prior Term Loan, Credit Facility, and other loans	(176,618		)	(135,000		)
Payments on borrowings under Term A Facility	(46,538		)	—
Payments on borrowings under Term B Facility	(5,400		)	—
Payments on borrowings under Revolving Credit Facility	(86,000		)	—
Debt issuance costs	(63,510		)	(5,589		)
Proceeds from exercises of stock options	13,467			8,698
Common stock repurchase	(1,625		)	(1,616		)
Payments in satisfaction of employees' minimum tax obligations	(28,700		)	(7,092		)
Other financing activities	(2,339		)	(4,524		)
Net cash provided by financing activities	1,173,625			4,877

Effect of exchange rate changes on cash and cash equivalents	(3,453		)	(1,542		)
Net increase (decrease) in cash and cash equivalents	288,174			(42,166		)
Cash and Cash Equivalents at Beginning of Period	204,872			247,038
Cash and Cash Equivalents at End of Period	$	493,046		$	204,872

Table 2
Segment Revenues, GAAP Operating Income (Loss) & Margins, and
Non-GAAP Operating Income (Loss) & Margins*
$ Millions, except %
(Unaudited)	Three Months Ended												Year Ended
	Jun 30,				Mar 31,				Jun 30,				Jun 30,				Jun 30,
	2020				2020				2019				2020				2019
Revenues:
Photonic Solutions	$	517.2			$	417.7			$	177.5			$	1,536.7			$	638.8
Compound Semiconductors	229.0				209.3				185.2				821.2				723.6
Unallocated and Other	—				—				—				22.1				—
Consolidated	$	746.2			$	627.0			$	362.7			$	2,380.0			$	1,362.4

GAAP Operating Income (Loss):
Photonic Solutions	$	49.1			$	48.7			$	22.2			$	49.9			$	81.9
Compound Semiconductors	19.6				24.9				23.1				62.3				82.4
Unallocated and Other	(1.3		)		(4.6		)		(4.6		)		(72.7		)		(15.6		)
Consolidated	$	67.4			$	69.0			$	40.7			$	39.5			$	148.7

Non-GAAP Operating Income (Loss):
Photonic Solutions	$	88.8			$	54.2			$	28.2			$	224.4			$	106.6
Compound Semiconductors	35.8				27.4				28.7				100.6				103.1
Unallocated and Other	—				—				—				(0.2		)		—
Consolidated	$	124.6			$	81.6			$	56.9			$	324.8			$	209.7

GAAP Operating Margin:
Photonic Solutions	9.5			%	11.7			%	12.5			%	3.2			%	12.8			%
Compound Semiconductors	8.6			%	11.9			%	12.5			%	7.6			%	11.4			%
Unallocated and Other	NA				NA				NA				NA				NA
Consolidated	9.0			%	11.0			%	11.2			%	1.7			%	10.9			%

Non-GAAP Operating Margin:
Photonic Solutions	17.2			%	13.0			%	15.9			%	14.6			%	16.7			%
Compound Semiconductors	15.6			%	13.1			%	15.5			%	12.3			%	14.2			%
Unallocated and Other	NA				NA				NA				NA				NA
Consolidated	16.7			%	13.0			%	15.7			%	13.6			%	15.4			%

* During the three months ended June 30, 2020 and March 31, 2020 and the year ended June 30, 2020, “Unallocated and Other” primarily includes continuing transaction costs related to the Finisar acquisition. Finisar results have been consolidated into the Photonic Solutions and Compound Semiconductors segments during the three months ended June 30, 2020 and March 31, 2020 and for the year ended June 30, 2020. See Table 3 for the reconciliation of segment non-GAAP operating income (loss) to segment GAAP operating income (loss).

Table 3
Reconciliation of Segment Non-GAAP Operating Income (Loss) to
GAAP Segment Operating Income (Loss)
$ Millions
(Unaudited)	Three Months Ended									Year Ended
	Jun 30,			Mar 31,			Jun 30,			Jun 30,			Jun 30,
	2020			2020			2019			2020			2019
Non-GAAP Photonic Solutions Operating Income	$	88.8		$	54.2		$	28.2		$	224.4		$	106.6
Measurement period adjustment on long-lived assets	(1.9		)	10.2			—			—			—
Share-based compensation	(17.9		)	(9.6		)	(3.6		)	(43.0		)	(12.0		)
Amortization of acquired intangibles	(15.9		)	(6.1		)	(2.4		)	(53.3		)	(9.3		)
Fair value adjustment on acquired inventory	—			—			—			(74.2		)	—
Restructuring and related expenses	(4.0		)	—			—			(4.0		)	—
Transaction expenses related to acquisitions	—			—			—			—			(3.4		)
Photonic Solutions GAAP Operating Income	$	49.1		$	48.7		$	22.2		$	49.9		$	81.9

Non-GAAP Compound Semiconductors Operating Income	$	35.8		$	27.4		$	28.7		$	100.6		$	103.1
Measurement period adjustment on long-lived assets	(7.2		)	3.2			—			—			—
Share-based compensation	(6.1		)	(4.8		)	(3.2		)	(20.1		)	(13.0		)
Amortization of acquired intangibles	(2.9		)	0.4			(2.2		)	(8.9		)	(7.3		)
Restructuring and related expenses	—			(1.3		)	—			(2.9		)	—
Transaction expenses related to acquisitions	—			—			(0.2		)	—			(0.4		)
Fair value adjustment on acquired inventory	—			—			—			(6.4		)	—
Compound Semiconductors GAAP Operating Income	$	19.6		$	24.9		$	23.1		$	62.3		$	82.4

Non-GAAP Unallocated and Other Operating Income (Loss)	$	—		$	—		$	—		$	(0.2	)	$	—
Finisar results	—			—			—			1.9			—
Transaction expenses related to acquisitions	(1.3		)	(2.9		)	(4.6		)	(17.8		)	(15.6		)
Severance and related - Share-based compensation	—			—			—			(10.7		)
Severance and related - Other compensation	—			(1.7		)	—			(10.0		)	—
Amortization of acquired intangibles	—			—			—			(2.0		)
Preliminary fair value adjustment on acquired inventory	—			—			—			(7.1		)	—
One-time costs related to the Finisar acquisition	—			—			—			(26.8		)
Unallocated and Other GAAP Operating Income (Loss)	$	(1.3	)	$	(4.6	)	$	(4.6	)	$	(72.7	)	$	(15.6	)

Total GAAP Operating Income	$	67.4		$	69.0		$	40.7		$	39.5		$	148.7

Non-GAAP Operating Income	$	124.6		$	81.6		$	56.9		$	324.8		$	209.7

*Amounts may not recalculate due to rounding.

Table 4
Reconciliation of GAAP Measures to non-GAAP Measures
$ Millions
(Unaudited)	Three Months Ended									Year Ended
	Jun 30,			Mar 31,			Jun 30,			Jun 30,			Jun 30,
	2020			2020			2019			2020			2019
Gross profit on GAAP basis	$	302.2		$	245.9		$	138.7		$	819.6		$	521.3
Finisar results ₍₅₎	—			—			—			(6.5		)	—
Share-based compensation₍₂₎	4.4			3.0			0.8			11.6			3.2
Fair value adjustment on acquired inventory ₍₁₎	—			—			—			87.7			—
Measurement period adjustment on long-lived assets _{(6) (8)}	9.1			(13.4		)	—			—			—
Gross profit on non-GAAP basis	$	315.7		$	235.5		$	139.5		$	912.4		$	524.5

Internal research and development on GAAP basis	$	100.5		$	94.8		$	36.2		$	339.1		$	139.2
Share-based compensation ₍₂₎	(6.1		)	(4.2		)	—			(16.2		)	—
Finisar results ₍₅₎	—			—			—			(2.9		)	—
Severance, restructuring and related costs ₍₄₎	(3.5		)	—			—			(3.5		)	—
Internal research and development on non-GAAP basis	$	90.9		$	90.6		$	36.2		$	316.5		$	139.2

Selling, general and administrative on GAAP basis	$	134.2		$	82.1		$	61.7		$	441.0		$	233.5
Share-based compensation ₍₂₎	(13.5		)	(7.2		)	(6.0		)	(35.3		)	(21.8		)
Transaction expenses related to acquisitions ₍₃₎	(1.3		)	(2.9		)	(4.8		)	(44.6		)	(19.4		)
Finisar results ₍₅₎	—			—			—			(1.7		)	—
Severance, restructuring and related costs ₍₄₎	(0.5		)	(3.0		)	—			(24.1		)	—
Amortization of acquired intangibles	(18.8		)	(5.7		)	(4.6		)	(64.2		)	(16.6		)
Selling, general and administrative on non-GAAP basis	$	100.2		$	63.4		$	46.3		$	271.2		$	175.7

Operating income on GAAP basis	$	67.5		$	69.0		$	40.7		$	39.5		$	148.7
Finisar results ₍₅₎	—			—			—			(1.9		)	—
Share-based compensation₍₂₎	24.0			14.4			6.8			63.1			25.0
Fair value adjustment on acquired inventory ₍₁₎	—			—			—			87.7			—
Amortization of acquired intangibles	18.8			5.7			4.6			64.2			16.6
Measurement period adjustment on long-lived assets _{(6) (8)}	9.1			(13.4		)	—			—			—
Severance, restructuring and related costs ₍₄₎	4.0			3.0			—			27.6			—
Transaction expenses related to acquisitions ₍₃₎	1.3			2.9			4.8			44.6			19.4
Operating income on non-GAAP basis	$	124.6		$	81.6		$	56.9		$	324.8		$	209.7

Table 4
Reconciliation of GAAP Measures to non-GAAP Measures (Continued)
$ Millions
(Unaudited)	Three Months Ended									Year Ended
	Jun 30,			Mar 31,			Jun 30,			Jun 30,			Jun 30,
	2020			2020			2019			2020			2019
Interest and other (income) expense, net on GAAP basis	$	26.8		$	35.7		$	6.0		$	103.4		$	19.9
Finisar results₍₅₎	—			—			—			0.3			—
Foreign currency exchange losses, net ₍₈₎	(6.3		)	(3.5		)	(2.3		)	(14.4		)	(3.2		)
Additional interest expense related to Finisar acquisition₍₅₎	—			—			—			(1.7		)	—
Impairment of investment₍₇₎	—			(5.0		)	—			(5.0		)	—
Debt extinguishment expense ₍₅₎	—			—			—			(3.9		)	—
Interest and other (income) expense, net on non-GAAP basis	$	20.5		$	27.2		$	3.7		$	78.7		$	16.7

Income taxes (benefit) on GAAP basis	$	(10.6	)	$	27.4		$	6.7		$	3.1		$	21.3
Tax impact of non-GAAP measures ₍₈₎	(2.6		)	(3.2		)	3.9			(15.1		)	13.5
Tax impact of fair value adjustments ₍₈₎ ₍₉₎	(0.4		)	(9.0		)	—			—			—
Income taxes (benefit) on non-GAAP basis	$	(13.6	)	$	15.2		$	10.6		$	(12.0	)	$	34.8

Net earnings (loss) on GAAP basis	$	51.3		$	5.9		$	28.0		$	(67.0	)	$	107.5
Finisar results₍₅₎	—			—			—			(1.6		)	—
Share-based compensation₍₂₎	24.0			14.4			6.8			63.1			25.0
Fair value adjustment on acquired inventory₍₁₎	—			—			—			87.7			—
Amortization of acquired intangibles	18.8			5.7			4.6			64.2			16.6
Measurement period adjustment on long-lived assets _{(6) (8)}	9.1			(13.4		)	—			—			—
Transaction expenses related to acquisitions₍₃₎	1.3			2.9			4.8			44.6			19.4
Severance, restructuring and related costs ₍₄₎	4.0			3.0			—			27.6			—
Foreign currency exchange losses, net₍₈₎	6.3			3.5			2.3			14.4			3.2
Additional interest expense related to Finisar acquisition ₍₅₎	—			—			—			1.7			—
Impairment of investment₍₇₎	—			5.0			—			5.0			—
Debt extinguishment expense ₍₅₎	—			—			—			3.9			—
Tax impact of non-GAAP measures and fair value adjustments _{(8) (9)}	3.0			12.2			(3.9		)	15.1			(13.5		)
Net earnings on non-GAAP basis	$	117.8		$	39.2		$	42.6		$	258.6		$	158.2

Per share data:
Net earnings (loss) on GAAP basis
Diluted Earnings (Loss) Per Share₍₁₀₎	$	0.53		$	0.06		$	0.43		$	(0.79	)	$	1.63
Basic Earnings (Loss) Per Share	$	0.56		$	0.07		$	0.44		$	(0.79	)	$	1.69

Net earnings on non-GAAP basis
Diluted Earnings Per Share _{(10) (11)}	$	1.18		$	0.42		$	0.65		$	2.85		$	2.40
Basic Earnings Per Share	$	1.32		$	0.43		$	0.67		$	3.05		$	2.49

*Amounts may not recalculate due to rounding.

The preliminary fair value adjustment of $87.7 million represents the preliminary step up value adjustment of acquired inventory from the Finisar acquisition.
Total share-based compensation expense for the year ended June 30, 2020 was $63.1 million, of which $10.7 million was incurred in relation to severance related expenses as described below in note 4.
Transaction costs primarily represent acquisition and integration costs related to the Finisar acquisition.
In connection with the acquisition of Finisar, the Company recorded $20.6 million of compensation in the Condensed Consolidated Statement of Earnings (Loss), of which $18.1 million was associated with Finisar’s executive severance and retention agreements. Included in this amount is $10.7 million of share-based compensation. Restructuring and related costs include $6.9 million of ongoing expenses to achieve the Company’s cost synergy strategy.
“Finisar results” includes the consolidated Finisar operations for the period between the acquisition date of September 24, 2019 and September 30, 2019, which includes additional interest expense and debt extinguishment expense as a result of the acquisition financing. Finisar results have been consolidated into the Photonic Solutions and Compound Semiconductors segments during the three months ended June 30, 2020 and March 31, 2020.
Represents the depreciation impact of measurement period adjustments to the fair value of long-lived assets acquired in the Finisar acquisition.
Represents an impairment charge of an investment for which the carrying value was determined to be unrecoverable.
The non-GAAP financial measures for the comparative periods presented above have been adjusted to conform to the current period presentation.
Includes the tax impact of measurement period adjustments to the fair value of long-lived and intangible assets acquired in the Finisar acquisition.
For purposes of calculating GAAP and Non-GAAP diluted earnings per share for the three months ended June 30, 2020, the Company applied the if-converted method to account for the Company’s convertible debt. In performing this calculation, approximately $2.8 million of convertible debt interest was added to the numerator and approximately 7.3 million shares were added to the denominator.
For purposes of calculation Non-GAAP diluted earnings per share for the twelve months ended June 30, 2020, the Company applied the if-converted method to account for the Company’s convertible debt. In performing this calculation approximately $11.3 million of convertible debt interest was added to the numerator, and 7.3 million shares were added to the denominator. In addition, approximately 2.4 million shares were added to the denominator for common stock equivalents.

Table 5
Reconciliation of GAAP Net Income (Loss), EBITDA and Adjusted EBITDA
$ Millions
(Unaudited)	Three Months Ended									Year Ended
	Jun 30,			Mar 31,			Jun 30,			Jun 30,				Jun 30,
	2020			2020			2019			2020				2019
Net earnings (loss) on GAAP basis	$	51.3		$	5.9		$	28.0		$	(67.0	)		$	107.5
Income taxes (benefit)	(10.6		)	27.5			6.7			3.1				21.3
Depreciation and amortization	73.8			38.0			24.8			220.9				92.4
Interest expense	25.5			28.6			5.6			89.4				22.4
EBITDA ₍₁₎	$	140.0		$	100.0		$	65.1		$	246.4			$	243.6
EBITDA margin	18.8		%	15.9		%	17.9		%	10.4			%	17.9		%

Preliminary fair value adjustment on acquired inventory	—			—			—			87.7				—
Share-based compensation	24.0			14.4			6.8			63.1				25.0
Transaction expenses related to other acquisitions	1.3			2.9			4.8			44.6				19.4
Foreign currency exchange losses, net	6.3			3.5			2.3			14.4				3.2
Severance, restructuring and related costs	4.0			4.6			—			27.6				—
Impairment of investment	—			5.0			—			5.0				—
Special items - Other income (expense), net	—			—			—			4.3				—
Adjusted EBITDA ₍₂₎	$	175.6		$	130.4		$	79.0		$	493.1			$	291.2
Adjusted EBITDA margin	23.5		%	20.8		%	21.8		%	20.7			%	21.4		%

*Amounts may not recalculate due to rounding.

(1) EBITDA is defined as earnings before interest, income taxes, depreciation and amortization.

(2) Adjusted EBITDA excludes non-GAAP adjustments for share-based compensation, acquired intangibles amortization expense, certain one-time transaction expense, the impact of restructuring and related items, investment impairment charge and the impact of foreign currency exchange gains and losses.

CONTACT:

Mary Jane Raymond
Treasurer and Chief Financial Officer
[email protected]
www.ii-vi.com/contact-us

EXHIIT 99.2

Page 2 Copyright 2020, II - VI Incorporated. All rights reserved. Safe Harbor Statement This presentation contains forward - looking statements relating to future events and expectations that are based on certain assum ptions and contingencies. The forward - looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the Company’s perfor man ce on a going - forward basis. The forward - looking statements in this presentation involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expr ess ed in the forward - looking statements herein or in previous disclosures. The Company believes that all forward - looking statements made by it in this presentation have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections (including the Company's updated guidance for the fourth quarter of fiscal 2020 set forth in this presentation) as expressed in the forward - looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially fro m t hose discussed in the forward - looking statements in this presentation include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the risks re lating to forward - looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10 - K for the fiscal year ended June 30, 2019 and in the Company’s other reports filed with the S ecurities and Exchange Commission; (iii) the purchasing patterns of customers and end - users; (iv) the timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the Company’s ability to assimilate recently acquired businesses, and risks, costs and uncertainties associated with such acquisi tio ns; (vii) the Company’s ability to devise and execute strategies to respond to market conditions; (viii) the anticipated use of the net proceeds from the proposed offerings; and/or (ix) the risks of busin ess and economic disruption related to the currently ongoing Coronavirus outbreak and any other worldwide health epidemics and outbreaks that may arise. The Company disclaims any obligation to update information c ontained in these forward - looking statements whether as a result of new information, future events or developments, or otherwise. All information in this presentation is as of June 29, 2020. This presentation contains non - GAAP financial measures and key metr ics relating to the Company's past performance. These non - GAAP financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accorda nce with U.S. GAAP. There are a number of limitations related to the use of these non - GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non - GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non - GAAP financial measures as tools for comparison. As required by Regulation G, we have provided reconciliations of those measures to the most directly comparable GAAP measures, which are available in the Appendix.

Company Overview

Page 4 Copyright 2020, II - VI Incorporated. All rights reserved. II - VI at a Glance All data as of 6/31/2020 or quarter then ended FY20 Revenue $2.6B Cash & Equivalents $493M YTD Free Cash Flow $160M Vertically Integrated Model “TWO SIX” Refers to groups II and VI of the Periodic Table of Elements 18 Countries 69 Locations 22,000+ Employees Core Competency Engineered Materials 1971 Year Founded

Page 5 Copyright 2020, II - VI Incorporated. All rights reserved. Our Vision A world transformed through innovative materials vital to a better life today and the sustainability of future generations Adoption of 3D Sensing Increased Data and Video Consumption Deployment of 5G Wireless Growth in Electric & Autonomous Vehicles Intelligent Mobile Electric Proliferation of Cloud Services

Page 6 Copyright 2020, II - VI Incorporated. All rights reserved. Diversified per Platform Capital Intensive Markets ▪ A Leader in engineered materials and optoelectronic devices ▪ Differentiated lasers, optics, and integrated circuits ▪ Enabling the convergence of communications, computing, and sensing Infrastructure Core Competency Innovation Strategy Engineered Materials Differentiation Valued By Customers Performance Process Intensive Products Core Strategy

Page 7 Copyright 2020, II - VI Incorporated. All rights reserved. $487 $516 $551 $683 $742 $827 $972 $1,159 $1,362 $2,380 $2,638 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY20PF 10 Years of continuous revenue growth (1) 4 Transformative Acquisitions Optical Network & China Market InP Technology Platform Epitaxial Wafer and SiC Electronic Device Platform GaAs Technology Platform 2010 2013 2016 2019 History of Insightful Targeting and Successful Integration of Strategic Acquisitions 5G (1) Figures prior to FY2019 do not reflect the adoption of ASC 606. (2) Includes FY20 Q1 Pro forma: Three Months Ended 09/30/2019 for II - VI and Three Months Ended 10/28/2019 for Finisar. (2) CAGR: 19%

Page 8 Copyright 2020, II - VI Incorporated. All rights reserved. Sampling of representative customers based on approvals for public release Thousands of Market Leading Customers Across Diverse Markets

Page 9 Copyright 2020, II - VI Incorporated. All rights reserved. Early Warning from China Footprint ▪ Early China impacts forced supply chain adjustment in fiscal Q3 ▪ Prepared early and company - wide contingency plans across global footprint Swift Reaction to Rapidly Changing Situation ▪ Manufacturing facilities essential and now all operating ▪ Office work transitioned effectively ▪ Safety procedures established for all active facilities Minor Disruption to Supply Chain ▪ II - VI vertical integration enabled company to retain control of entire supply chain ▪ No major impact to productivity across office footprint II - VI Has Managed COVID - 19 Effectively To Date

Page 10 Copyright 2020, II - VI Incorporated. All rights reserved. Q4 FY20 Overview $341 $599 $666 $627 $746 Q1 Q1PF* Q2 Q3 Q4 * Pro Forma Revenue Three Months Ened 09/30/2019 for II - VI and Three Months Ended 10/28/2019 for Finisar. FY20 Revenue by Quarter ($M) 9% 72% Revenue by End Market 5% Semiconductor Capital Equipment 2% Life Science 6% Consumer Electronics 1% Other 7% Aerospace & Defense 48% 27% 16% 7% 2% Q4 FY20 Revenue $746M Revenue by Region

Page 11 Copyright 2020, II - VI Incorporated. All rights reserved. $827 $972 $1,159 $1,362 FY2016 FY2017 FY2018 FY2019 Rapid Revenue Growth at Scale Strong Revenue Growth (1) (Pre - Finisar Acquisition) Continued Momentum 11% 18% 19% 18% Note: Dollars in millions. (1) Figures prior to FY2019 do not reflect the adoption of ASC 606. (2) Prepared in accordance to ASC 805. Finisar Acquisition Bolstered Scale Growth $627 $746 Q3 FY20 Q4 FY20 $1,362 $2,638 FY2019 PF (2) FY2020

Page 12 Copyright 2020, II - VI Incorporated. All rights reserved. Remote Radio Head Beam - forming Antenna 5G WIRELESS 4G WIRELESS Bi - Directional Converter/ Inverter/ Electric Motor DC - DC Converter Electric Charger / HV Battery EV/HEV GREEN ENERGY Solar & Wind Energy Smart Grid Power Switching Enabling Mobility & Electrification Ramping silicon carbide substrate capacity 5 - 10x including 200mm as well as qualifying a SiC epitaxial platform over the next 5 years ▪ 100 and 150 mm diameter conductive substrates ▪ 2015: Believed to be world’s first 200 mm conductive substrates ▪ For SiC MOSFET and other power devices ▪ About 10% more driving distance on the same charge POWER ELECTRONICS FOR ELECTRIC VEHICLES ▪ 100 and 150 mm diameter semi - insulating substrates ▪ 2019: Believed to be word’s first 200 mm semi - insulating substrates ▪ For SiC - based GaN HEMT devices ▪ GaN/SiC enables high - bandwidth 5G bands RF ELECTRONICS FOR WIRELESS BASE STATIONS AND RADAR

Page 13 Copyright 2020, II - VI Incorporated. All rights reserved. Advantages of Large Diameter Substrates ▪ Large diameter substrate fabrication cost (per unit area) is reduced significantly ▪ Large diameter wafer availability has helped move SiC - based devices from niche to mainstream ▪ Existing 200 mm silicon wafer fab lines can be used for SiC devices manufacturing 2’’ Wafer Manufacturing 3’’ Wafer Manufacturing 100 mm Wafer Demonstrated High Quality Wafer Manufacturing 150 mm Wafer Demonstrated Manufacturing 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 World First 200 mm Wafer Demonstrated 4H n - Type 6H SI Major Capacity Expansion Two Decades of SiC Materials Innovation

Page 14 Copyright 2020, II - VI Incorporated. All rights reserved. Vertically Integrated SiC Technology Platform Recent Strategic Activities: • II - VI licenses technology for SiC from GE (6/29/20) • II - VI to acquire Ascatron (8/13/20) • II - VI to acquire the outstanding interests of the owners of the parent of Innovion (8/13/20) Significant SiC Market Opportunity (1) $0.5 $30+ 2020 2030 ($bn) (1) Internal company estimates. Includes module and device TAM. SiC Device SiC Chips SiC Epiwafers SiC Modules GE Technology Ascatron GE Technology, Ascatron , Innovion GE Technology Ascatron Vertical Integration SiC Substrates Legacy II - VI

Page 15 Copyright 2020, II - VI Incorporated. All rights reserved. Addressing Multiple and Strong Growing Markets Aerospace & Defense RF and Power Electronics Optical Communications 3D Sensing & LiDAR $7.5B CY25 Market For 3D sensing in consumer electronics & LiDAR in automotive For terrestrial, undersea, wireless optical infrastructure and datacenters 14% CY20 - 25 CAGR $6.2B For electric vehicles, smart power grids and 4G/5G RF antennas 24% For F35, contested space, directed energy and hypersonics $22B 24% GaAs | InP | LCoS GaAs | InP GaAs | Sapphire Source : Ovum, LightCounting, Cignal AI, Internal Estimates $14B 13% SiC | GaN/SiC | Diamond Source : Morgan Stanley, Forbes, Yole, IDC Source : Yole, Strategy Analytics, LightCounting (includes devices) Source : Internal estimates

Page 16 Copyright 2020, II - VI Incorporated. All rights reserved. 5G RADIO ACCESS 5G OPTICAL ACCESS Backbone Network Front - & Backhaul Network Base Stations Handsets Photonic Solutions Segment Compound Semiconductors Segments GaAs RF GaN/SiC RF Line Cards Amplifiers OCM/OTDR LPC WSS Subsystems Bidi DWDM TRx 100G BH TRx 25G FH TRx HPC WSS Coherent TRx DWDM Filters II - VI Finisar Growth Opportunities in 5G Mobile Infrastructure Mobile subscribers quickly migrating to 5G Carriers rearchitecting their networks for 5G Accelerated need to deploy new 5G infrastructure worldwide

Page 17 Copyright 2020, II - VI Incorporated. All rights reserved. Datacom Components Telecom Components ▪ 25G and 50G DFB Lasers ▪ 50G and 100G EML ▪ Lasers for Silicon Photonics Externally Modulated Laser (EML) Externally Modulated Tunable Laser ▪ 10G and 25G Tunable Lasers ▪ InP IQ Modulators ▪ Dual High - Speed Coherent Detectors ▪ Leveraging our existing sales channels in the transceiver market to drive InP component revenue ▪ Leveraging our proven ability to successfully market both components and modules ▪ Target the right mix of components and high speed modules to enhance gross margins MARKET STRATEGY Hyperscale Datacenters 5G Optical Infrastructure Coherent Transmission Indium Phosphide Devices: Upside to TAM and Gross Margins

Page 18 Copyright 2020, II - VI Incorporated. All rights reserved. ▪ Market drivers • Face biometrics, augmented reality, automotive in - cabin & LiDAR, machine vision ▪ Two U.S. based compound semiconductor wafer fabs • Warren, NJ: Shipped hundreds of millions of 3D sensing VSCEL arrays • Sherman, TX : Completed qualification and begun shipping • Vertically integrated : Epitaxial growth, device fabrication and automated wafer testing • Broad portfolio of products: Lasers, optics & integrated circuits • Offers a roadmap to integration and miniaturization DUAL PASS BAND FILTERS WIDE INCIDENCE ANGLE MIRROR GaAs VCSEL ARRAYS 940 GaAs EDGE - EMITTING LASERS 1550 InP EDGE - EMITTING LASERS 3D Sensing & LiDAR

Page 19 Copyright 2020, II - VI Incorporated. All rights reserved. CO2 LASER OPTICS FUSED SILICA LASER OPTICS SAPPHIRE LASER OPTICS DEFORMABLE MIRORS LASER MODULES LASER BARS DIRECT DIODE LASERS LASER LIGHT CABLES CUTTING HEADS WELDING HEADS Lasers for Materials Processing & EUV Strong demand for laser processing heads and EUV lithography ELECTRIC VEHICLE BATTERY MANUFACTURING Remote laser welding heads assisted by machine vision software AUTOMATION Laser processes adapted to most joining tasks on the cell, module, pack, and frame levels FULL LINE SUPPLIER OF MATERIALS, COMPONENTS AND SUBSYSTEMS FOR HIGH POWER LASERS

Page 20 Copyright 2020, II - VI Incorporated. All rights reserved. Significant new opportunities ahead with strong channels to the market STRONG ABILITY TO DIFFERENTIATE THE END SOLUTION Advanced Materials Semiconductor Lasers Electro - Optic Subsystems MARKETS PRODUCTS DIFFERENTIATORS Intelligence Surveillance & Reconnaissance ▪ IR sensors ▪ Windows and lenses ▪ Sapphire enclosures Dedicated vertically integrated facilities Contested Space ▪ Telescopes ▪ Imaging lenses 30+ year of design, fabrication, and launch of products Directed Energy ▪ Laser subsystems ▪ Beam directors ▪ Fiber amplifiers Supplier of key laser weapons components and subsystems Hypersonics ▪ Nose cones ▪ Seeker optics Qualified proprietary coatings and patterning Phased Array Laser Optics Aerospace & Defense

Page 21 Copyright 2020, II - VI Incorporated. All rights reserved. Life Sciences Gene Sequencing and Testing for COVID - 19 with Lasers, Optics, and Thermoelectrics II - VI plays an important role in the supply chain for Polymerase Chain Reaction (PCR) Instruments that can determine the outcome of patient testing for COVID - 19 . BIOTECHNOLOGY MEDICAL SCIENTIFIC

Page 22 Copyright 2020, II - VI Incorporated. All rights reserved. COVID - 19 Has Accelerated II - VI’s Secular Tailwinds Driving Increasing Demand for Connectivity and High - Performance Infrastructure Video Conferencing Life Sciences / Diagnostics Content Streaming 5G Smart Power Energy Efficiency Work - From - Home II - VI is enabling the convergence of communications, computing, and sensing

Financial Overview

Page 24 Copyright 2020, II - VI Incorporated. All rights reserved. Attractive and Increasing Gross and Operating Margins (1) All non - GAAP amounts exclude certain adjustments for share - based compensation, acquired intangible amortization expense, certain one - time transaction expenses, fair value measurement period adjustments and restructuring and related items. See Appendix for reconciliation to most comparable GAAP measures (2) II - VI figures are for the three months ended September 30, 2019 and Finisar figures are for the three months ended July 28, 2019 . Strong Execution and Synergy Realization Post Finisar Transaction Close Driving Margins Non - GAAP Gross Margin (1) Non - GAAP Operating Margin (1) (2) (2) (2) (2) 38% 31% 38% Last Quarter Before Close Last Quarter Before Close Q3 FY20 Q4 FY20 42% 16% 9% 13% 1 7 % Last Quarter Before Close Last Quarter Before Close Q3 FY20 Q 4 FY20

Page 25 Copyright 2020, II - VI Incorporated. All rights reserved. Significant Value Creation Potential from Synergies Annual Est Synergies Within 36 month s Yr 1 Annual Run Rate Synergies Achieved 75% through Yr 1 Cost of Goods Sold ▪ Supply chain management - Procurement ▪ Infeed - Internal supply of enabling materials and components ~$85 M ~$35 M Research & Development ▪ More efficient R&D with scale ▪ Complementary engineering and design teams ~$65 M ~$15 M General & Administration ▪ Consolidation of overlapping corporate costs ▪ Optimization of operating model Sales & Marketing ▪ Savings from scale TOTAL ~$150 M ~$50 M Annual Run Rate refers to total savings achieved in full 12 month period.

Page 26 Copyright 2020, II - VI Incorporated. All rights reserved. Key Takeaways One of the Largest Photonics and Compound Semiconductor Companies 1 Materials Expertise Drives Differentiation in Multiple Growing Markets 2 Vertically Integrated, Diverse Global Manufacturing Footprint 3 History of Insightful Targeting and Successful Integration of Strategic Acquisitions 4 Strong Execution: Finisar Integration and Synergies Realization Ahead of Plan 5

Page 28 Copyright 2020, II - VI Incorporated. All rights reserved. End Market Distribution of Q3FY20 QTD Revenue Reported Segments Q4FY19 Revenue Q4FY20 Revenue Q4FY20 Op Margin – GAAP / Non - GAAP Q4FY20/ Q4FY19 Revenue Growth Pro Forma* Revenue Change FY20 Q4/ FY19 Q4 Industrial (Automotive) Fiber O ptic & Wireless Comm. Military Semi Cap Life Science, Consumer, Other Photonic Solutions $178M $517M 10% / 17% 190% 3% 95% 0% 1% 1% Compound Semiconductors $185M $229M 9% / 16% 24% 24% (1%) 19% 20% 12% 25% II - VI Consolidated $363M $746M 9% / 17% 106% 12% 9% (0%) 72% 6% 4% 9% II - VI Segment Revenue by End Markets for Q4FY20 QTD * Pro Forma per FY20 Form 10 - K.

Page 29 Copyright 2020, II - VI Incorporated. All rights reserved. End Market Distribution of Full Year FY20 Revenue Reported Segments FY20 Revenue FYY20 Op Margin – GAAP / Non - GAAP FY20/FY19 Revenue Growth Industrial (Automotive) Fiber O ptic & Wireless Comm. Military Semi Cap Life Science, Consumer, Other Photonic Solutions $1,537M 3% / 15% 141% 3% 94% 0% 1% 2% Compound Semiconductors $821M 8% / 12% 13% 29% (1%) 15% 21% 12% 23% Unallocated $22.1 N/A N/A 98% 2% II - VI Consolidated $2,380M 2% / 14% 75% 12% (0%) 67% 7% 5% 9% II - VI Segment Revenue by End Markets for Full Year FY20

Page 30 Copyright 2020, II - VI Incorporated. All rights reserved. Finisar Q1 FY20 Revenue $285.0 GAAP Gross Profit $85.3 Amortization of required technology $0.5 Stock Compensation $2.9 Impairment of long-lived/intangible assets $1.7 Reduction in force costs $0.0 Write off of discontinued product inventory ($1.8) Non-GAAP Gross Profit $88.6 Non-GAAP Gross Margin 31% GAAP Operating Income (Loss) ($9.5) Total cost of revenue adjustments $3.4 Reduction in force costs and other restructuring $0.1 Stock compensation $12.8 Acquisition related costs $1.1 Litigation settlements and resolutions and related costs $0.0 Amortization of purchased intangibles $0.2 Startup costs $17.1 Non-GAAP Operating Income $25.1 Non-GAAP Operating Margin 9% Note: Dollars in millions. Q1 FY20 represents quarter ending October July 28, 2019. Reconciliation of GAAP Measures to Non - GAAP Measures