II-VI INC (Form: 10-Q, Received: 02/08/2016 16:31:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2015

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to .

Commission File Number: 0-16195

II-VI INCORPORATED

(Exact name of registrant as specified in its charter)

PENNSYLVANIA		25-1214948
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

375 Saxonburg Boulevard
Saxonburg, PA		16056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 724-352-4455

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

At February 4, 2016, 61,259,112 shares of Common Stock, no par value, of the registrant were outstanding.

II-VI INCORPORATED

INDEX

		Page No.

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets – December 31, 2015 and June 30, 2015 (Unaudited)	3

	Condensed Consolidated Statements of Earnings – Three and six months ended December 31, 2015 and 2014 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income – Three and six months ended December 31, 2015 and 2014 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows – Six months ended December 31, 2015 and 2014 (Unaudited)	7

	Condensed Consolidated Statement of Shareholders’ Equity – Six months ended December 31, 2015 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	28

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Issuer Purchases of Equity Securities	29

Item 6.	Exhibits	30

PART I - FINANCIAL INFORMATION

Item 1 . Financial Statements

II-VI Incorporated and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

($000)

	December 31,			June 30,
	2015			2015
Assets
Current Assets
Cash and cash equivalents	$	177,084		$	173,634
Accounts receivable - less allowance for doubtful accounts of $1,766 at December 31, 2015 and $1,048 at June 30, 2015		128,260			140,772
Inventories		167,928			164,388
Deferred income taxes		-			13,260
Prepaid and refundable income taxes		8,355			6,881
Prepaid and other current assets		13,999			14,033
Total Current Assets		495,626			512,968
Property, plant & equipment, net		200,563			203,812
Goodwill		193,874			195,894
Other intangible assets, net		115,939			122,462
Investment		12,343			11,914
Deferred income taxes		16,099			2,210
Other assets		9,001			8,904
Total Assets	$	1,043,445		$	1,058,164

Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt	$	20,000		$	20,000
Accounts payable		38,824			45,275
Accrued compensation and benefits		37,457			39,310
Accrued income taxes payable		10,783			9,310
Deferred income taxes		-			685
Other accrued liabilities		23,829			24,576
Total Current Liabilities		130,893			139,156
Long-term debt		126,491			155,957
Deferred income taxes		6,303			7,105
Other liabilities		27,732			26,865
Total Liabilities		291,419			329,083
Shareholders' Equity
Preferred stock, no par value; authorized - 5,000,000 shares; none issued		-			-
Common stock, no par value; authorized - 300,000,000 shares; issued - 72,289,968 shares at December 31, 2015; 71,779,704 shares at June 30, 2015		235,342			226,609
Accumulated other comprehensive income (loss)		(4,848	)		8,665
Retained earnings		623,507			587,302
		854,001			822,576
Treasury stock, at cost - 11,069,110 shares at December 31, 2015 and 10,565,209 shares at June 30, 2015		(101,975	)		(93,495	)
Total Shareholders' Equity		752,026			729,081
Total Liabilities and Shareholders' Equity	$	1,043,445		$	1,058,164

- See notes to condensed consolidated financial statements.

II-VI Incorporated and Subsidiaries

Condensed Consolidated Statements of Earnings (Unaudited)

($000 except per share data)

	Three Months Ended
	December 31,
	2015			2014
Revenues
Domestic	$	74,177		$	68,695
International		117,257			108,041
Total Revenues		191,434			176,736

Costs, Expenses and Other Expense (Income)
Cost of goods sold		120,090			113,718
Internal research and development		12,155			12,845
Selling, general and administrative		37,408			33,642
Interest expense		597			1,038
Other expense (income), net		(994	)		(9,295	)
Total Costs, Expenses and Other Expense (Income)		169,256			151,948

Earnings Before Income Taxes		22,178			24,788

Income Taxes		3,187			2,692

Net Earnings	$	18,991		$	22,096

Basic Earnings Per Share:	$	0.31		$	0.36

Diluted Earnings Per Share:	$	0.30		$	0.35

- See notes to condensed consolidated financial statements.

II-VI Incorporated and Subsidiaries

Condensed Consolidated Statements of Earnings (Unaudited)

($000 except per share data)

	Six Months Ended
	December 31,
	2015			2014
Revenues
Domestic	$	144,928		$	130,676
International		235,713			231,893
Total Revenues		380,641			362,569

Costs, Expenses and Other Expense (Income)
Cost of goods sold		238,108			231,692
Internal research and development		25,306			25,788
Selling, general and administrative		73,718			69,162
Interest expense		1,246			2,242
Other expense (income), net		(2,051	)		(7,613	)
Total Costs, Expenses and Other Expense (Income)		336,327			321,271

Earnings Before Income Taxes		44,314			41,298

Income Taxes		8,109			6,900

Net Earnings	$	36,205		$	34,398

Basic Earnings Per Share:	$	0.59		$	0.56

Diluted Earnings Per Share:	$	0.58		$	0.55

- See notes to condensed consolidated financial statements.

II-VI Incorporated and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

($000)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2015			2014			2015			2014

Net earnings	$	18,991		$	22,096		$	36,205		$	34,398
Other comprehensive income (loss):
Foreign currency translation adjustments		(5,411	)		(1,491	)		(13,562	)		(4,166	)
Pension adjustment, net of taxes of $4 and $14 for the three and six months ended December 31, 2015, respectively, and $50 and $107 for the three and six months ended December 31, 2014, respectively		13			(98	)		49			(402	)
Comprehensive income	$	13,593		$	20,507		$	22,692		$	29,830

- See notes to condensed consolidated financial statements.

II-VI Incorporated and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

($000)

	Six Months Ended
	December 31,
	2015			2014
Cash Flows from Operating Activities
Net earnings	$	36,205		$	34,398
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		21,166			20,642
Amortization		5,958			5,990
Share-based compensation expense		6,949			5,955
(Gain) loss on foreign currency remeasurements and transactions		(951	)		1,611
Earnings from equity investment		(429	)		(516	)
Deferred income taxes		(3,788	)		(621	)
Excess tax benefits from share-based compensation expense		(112	)		(103	)
Increase (decrease) in cash from changes in:
Accounts receivable		10,520			(4,675	)
Inventories		(7,833	)		(4,892	)
Accounts payable		(5,167	)		(5,662	)
Income taxes		2,540			1,456
Other operating net assets		(2,758	)		(4,139	)
Net cash provided by operating activities		62,300			49,444
Cash Flows from Investing Activities
Additions to property, plant & equipment		(19,156	)		(31,609	)
Proceeds from sale of property, plant & equipment		39			101
Net cash used in investing activities		(19,117	)		(31,508	)
Cash Flows from Financing Activities
Proceeds from borrowings		4,000			3,000
Payments on borrowings		(33,500	)		(32,000	)
Purchases of treasury stock		(6,284	)		(11,301	)
Proceeds from exercises of stock options		1,794			2,042
Other financing activities		(1,861	)		(894	)
Net cash used in financing activities		(35,851	)		(39,153	)
Effect of exchange rate changes on cash and cash equivalents		(3,882	)		1,506
Net increase (decrease) in cash and cash equivalents		3,450			(19,711	)
Cash and Cash Equivalents at Beginning of Period		173,634			174,660
Cash and Cash Equivalents at End of Period	$	177,084		$	154,949
Cash paid for interest	$	1,226		$	2,229
Cash paid for income taxes	$	8,497		$	6,239

- See notes to condensed consolidated financial statements.

e II-VI Incorporated and Subsidiaries

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

(000)

						Accumulated
						Other
	Common Stock					Comprehensive			Retained		Treasury Stock
	Shares		Amount			Income (Loss)			Earnings		Shares			Amount			Total
Balance - June 30, 2015		71,780	$	226,609		$	8,665		$	587,302		(10,565	)	$	(93,495	)	$	729,081
Shares issued under share-based compensation plans		497		1,794			-			-		-			-			1,794
Shares acquired in satisfaction of minimum tax withholding obligations		-		-			-			-		(110	)		(1,981	)		(1,981	)
Net earnings		-		-			-			36,205		-			-			36,205
Purchases of treasury stock		-		-			-			-		(381	)		(6,284	)		(6,284	)
Treasury stock under deferred compensation arrangements		13		215			-			-		(13	)		(215	)		-
Foreign currency translation adjustments		-		-			(13,562	)		-		-			-			(13,562	)
Share-based compensation expense		-		6,949			-			-		-			-			6,949
Pension adjustment, net of taxes of $14		-		-			49			-		-			-			49
Tax deficiency from share-based compensation expense		-		(225	)		-			-		-			-			(225	)
Balance - December 31, 2015		72,290	$	235,342		$	(4,848	)	$	623,507		(11,069	)	$	(101,975	)	$	752,026

- See notes to condensed consolidated financial statements.

II-VI Incorporated and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1.

Basis of Presentation

The condensed consolidated financial statements of II-VI Incorporated (“II-VI” or the “Company”) for the three and six months ended December 31, 2015 and 2014 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included. All adjustments are of a normal recurring nature unless disclosed otherwise. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015. The consolidated results of operations for the three and six months ended December 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year. The June 30, 2015 Condensed Consolidated Balance Sheet information was derived from the Company’s audited financial statements.

Note 2.

Recent Accounting Pronouncements

Adopted Pronouncements

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This update requires all deferred tax assets and liabilities, and any related valuation allowance, to be classified as noncurrent on the balance sheet. The classification change for all deferred taxes as noncurrent simplifies the Company’s processes as it eliminates the need to separately identify the net current and net noncurrent deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The Company has elected to prospectively adopt the accounting standard in the quarter ended December 31, 2015. The adoption of this standard resulted in the reclassification of $13.3 million from current Deferred income tax assets in the Consolidated Balance Sheet as of December 31, 2015 to noncurrent Deferred income tax assets and $1.0 million from current Deferred income tax liabilities to noncurrent Deferred income tax liabilities. Prior periods in the Company’s Consolidated Financial Statements were not retrospectively adjusted.

Pronouncements Currently Under Evaluation

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for the Company’s 2017 fiscal year. Early adoption is permitted. The adoption of this ASU is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This update simplifies the measurement of inventory valuation at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new inventory measurement requirements will be effective for the Company’s 2018 fiscal year and will replace the current inventory valuation guidance that requires the use of a lower of cost or market framework. The adoption of this ASU is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This update provides guidance about whether a cloud computing arrangement includes a software license. The update will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The update allows for the use of either a prospective or retrospective adoption approach. The adoption of this ASU is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU requires entities to present debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with debt discounts. The guidance does not address situations in which debt issuance costs do not have an associated debt liability or exceed the carrying amount of the associated debt liability. The update will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. The adoption of this ASU is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which affects reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The update will be effective for interim and annual reporting periods in fiscal years beginning after December 15, 2015. Early adoption is permitted, includ ing adoption in an interim period. The update allows for the use of either a full retrospective or a modified retrospective adoption approach. The adoption of this ASU is not expected to have a material effect on the Company’s Consolidated Financial Statem ents.

In May 2014, the FASB issued ASU 2014-09: Revenue from Contracts with Customers (Topic 606) which supersedes virtually all existing revenue recognition guidance under U.S. GAAP. The update's core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update allows for the use of either the retrospective or modified retrospective approach of adoption. On July 9, 2015 the FASB approved a one year deferral of the effective date of the update. The update will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (the first quarter of our fiscal year 2019). We have not yet selected a transition method and are currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statements.

Note 3.

Investment

The Company has an equity investment of 20.2% in Guangdong Fuxin Electronic Technology (“Fuxin”) based in Guangdong Province, China, which is accounted for under the equity method of accounting. The total carrying value of the investment recorded at December 31, 2015 and June 30, 2015 was $12.3 million and $11.9 million, respectively. During each of the three months ended December 31, 2015 and 2014, the Company’s pro-rata share of earnings from this investment was $0.2 million, and was $0.4 million and $0.5 million during the six months ended December 31, 2015 and 2014, respectively, and was recorded in Other expense (income), net in the Condensed Consolidated Statements of Earnings.

Note 4.

Inventories

The components of inventories were as follows ($000):

	December 31,		June 30,
	2015		2015
Raw materials	$	67,795	$	71,210
Work in progress		55,805		52,726
Finished goods		44,328		40,452
	$	167,928	$	164,388

Note 5.

Property, Plant and Equipment

Property, plant and equipment consists of the following ($000):

	December 31,			June 30,
	2015			2015
Land and improvements	$	4,619		$	4,566
Buildings and improvements		91,620			91,171
Machinery and equipment		371,378			366,560
Construction in progress		24,333			17,749
		491,950			480,046
Less accumulated depreciation		(291,387	)		(276,234	)
	$	200,563		$	203,812

During the quarter ended March 31, 2015, as part of the Company’s restructuring of its military related businesses in the Performance Products segment, the Company implemented a plan to sell one of its manufacturing facilities located in New Port Richey, Florida. The Company anticipates completing the sale within twelve months of the plan implementation, has reclassified the carrying value of the land and building of approximately $1.2 million as assets held for sale and has included the carrying value in Prepaid and other current assets in the Condensed Consolidated Balance Sheets for the periods presented.

Note 6.

Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill were as follows ($000):

	Six Months Ended December 31, 2015
	II-VI Laser			II-VI			II- VI Performance
	Solutions			Photonics			Products		Total
Balance-beginning of period	$	43,578		$	99,426		$	52,890	$	195,894
Foreign currency translation		(63	)		(1,957	)		-		(2,020	)
Balance-end of period	$	43,515		$	97,469		$	52,890	$	193,874

Note 1 of the Notes to Consolidated Financial Statements in the Company’s most recent Annual Report on Form 10-K describes the significant accounting policies and methods used in the preparation of the Company’s Consolidated Financial Statements. Management has evaluated goodwill for indicators of impairment and has concluded that there are no indicators of impairment as of December 31, 2015.

The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of December 31, 2015 and June 30, 2015 were as follows ($000):

	December 31, 2015							June 30, 2015
	Gross					Net		Gross					Net
	Carrying		Accumulated			Book		Carrying		Accumulated			Book
	Amount		Amortization			Value		Amount		Amortization			Value
Technology and Patents	$	49,933	$	(20,556	)	$	29,377	$	50,520	$	(18,838	)	$	31,682
Trademarks		15,663		(1,148	)		14,515		15,869		(1,111	)		14,758
Customer Lists		101,988		(30,039	)		71,949		102,489		(26,583	)		75,906
Other		1,570		(1,472	)		98		1,572		(1,456	)		116
Total	$	169,154	$	(53,215	)	$	115,939	$	170,450	$	(47,988	)	$	122,462

Amortization expense recorded on the Company’s intangible assets was $3.0 million and $6.0 million for the three and six months ended December 31, 2015, respectively, and was $2.9 million and $6.0 million for the three and six months ended December 31, 2014, respectively. The technology and patents are being amortized over a range of 60 to 240 months, with a weighted average remaining life of approximately 104 months. The customer lists are being amortized over a range of approximately 120 to 240 months with a weighted average remaining life of approximately 135 months. The gross carrying amount of trademarks includes $14.2 million of acquired trade names with indefinite lives that are not amortized but tested annually for impairment or more frequently if a triggering event occurs. Included in the gross carrying amount and accumulated amortization of the Company’s intangible assets is the effect of foreign currency translation on that portion of the intangible assets relating to the Company’s German and Chinese subsidiaries.

At December 31, 2015, the estimated amortization expense for existing intangible assets for each of the five succeeding fiscal years is as follows ($000):

Year Ending June 30,
Remaining 2016	$	5,804
2017		11,607
2018		11,067
2019		10,706
2020		10,313

Note 7.

Debt

The components of debt for the periods indicated were as follows ($000):

	December 31,			June 30,
	2015			2015
Line of credit, interest at LIBOR, as defined, plus 1.25%	$	89,000		$	108,500
Term loan, interest at LIBOR, as defined, plus 1.25%		55,000			65,000
Yen denominated line of credit, interest at LIBOR, as defined, plus 0.625%		2,491			2,457
Total debt		146,491			175,957
Current portion of long-term debt		(20,000	)		(20,000	)
Long-term debt, less current portion	$	126,491		$	155,957

The Company’s Second Amended and Restated Credit Agreement (the “Credit Facility”) provides for a revolving credit facility of $225 million, as well as a $100 million Term Loan. The Term Loan is being repaid in consecutive quarterly principal payments on the first business day of each January, April, July and October, with the first payment having commenced on October 1, 2013, as follows: (i) twenty consecutive quarterly installments of $5 million and (ii) a final installment of all remaining principal due and payable on the maturity date of September 10, 2018. Amounts borrowed under the revolving credit facility are due and payable on the maturity date. The Credit Facility is unsecured, but is guaranteed by each existing and subsequently acquired or organized wholly-owned domestic subsidiary of the Company. The Company has the option to request an increase to the size of the Credit Facility in an aggregate additional amount not to exceed $100 million. The Credit Facility has a five-year term through September 10, 2018 and has an interest rate of either a Base Rate Option or a Euro-Rate Option, plus an Applicable Margin, as defined in the agreement governing the Credit Facility. If the Base Rate option is selected for a borrowing, the Applicable Margin is 0.00% to 0.075% and if the Euro-Rate Option is selected for a borrowing, the Applicable Margin is 0.75% to 1.75%. The Applicable Margin is based on the Company’s ratio of consolidated indebtedness to consolidated EBITDA. Additionally, the Credit Facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of December 31, 2015, the Company was in compliance with all financial covenants under its Credit Facility.

The Company’s Yen denominated line of credit is a 500 million Yen (approximately $4.1 million) facility. The Yen line of credit was extended in September 2015 through August 2020 on substantially the same terms. The interest rate is equal to LIBOR, as defined in the loan agreement, plus 0.625% to 1.50%. At each of December 31, 2015 and June 30, 2015, the Company had 300 million Yen borrowed. Additionally, the facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of December 31, 2015, the Company was in compliance with all financial covenants under its Yen facility.

The Company had aggregate availability of $136.1 million and $116.6 million under its lines of credit as of December 31, 2015 and June 30, 2015, respectively. The amounts available under the Company’s lines of credit are reduced by outstanding letters of credit. As of December 31, 2015 and June 30, 2015, total outstanding letters of credit supported by these credit facilities were $1.5 million.

The weighted average interest rate of total borrowings was 1.5% and 1.9% for the six months ended December 31, 2015 and 2014, respectively.

Remaining annual principal payments under the Company’s existing credit facilities as of December 31, 2015 were as follows:

					U.S.
					Dollar
	Term		Yen Line		Line of
Period	Loan		of Credit		Credit		Total
Year 1	$	20,000	$	-	$	-	$	20,000
Year 2		20,000		-		-		20,000
Year 3		15,000		-		89,000		104,000
Year 4		-		-		-		-
Year 5		-		2,491		-		2,491
Total	$	55,000	$	2,491	$	89,000	$	146,491

Note 8.

Income Taxes

The Company’s year-to-date effective income tax rate at December 31, 2015 and 2014 was 18.3% and 16.4%, respectively. The variations between the Company’s effective tax rate and the U.S. statutory rate of 35.0% were primarily due to the consolidation of the Company’s foreign operations, which are subject to income taxes at lower statutory rates.

U.S. GAAP clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2015 and June 30, 2015, the Company’s gross unrecognized income tax benefit was $5.1 million and $4.0 million, respectively. The Company has classified the uncertain tax positions as noncurrent income tax liabilities, as the amounts are not expected to be paid within one year. If recognized, substantially all of the gross unrecognized tax benefits at December 31, 2015 would impact the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision on the Condensed Consolidated Statements of Earnings. The amount of accrued interest and penalties included in the $5.1 million and $4.0 million of gross unrecognized income tax benefit at December 31, 2015 and June 30, 2015, respectively, was immaterial. Fiscal years 2012 to 2015 remain open to examination by the United States Internal Revenue Service, fiscal years 2011 to 2015 remain open to examination by certain state jurisdictions, and fiscal years 2008 to 2015 remain open to examination by certain foreign taxing jurisdictions. The Company’s fiscal year 2011 and 2012 California state income tax returns are currently under examination by the state of California’s Franchise Tax Board. The Company’s fiscal year 2012 and 2013 German income tax returns are currently under examination by the Federal Central Tax Office in Germany.

Note 9.

Earnings Per Share

The following table sets forth the computation of earnings per share for the periods indicated. Weighted average shares issuable upon the exercises of stock options and the release of performance and restricted shares not included in the calculation because they were anti-dilutive totaled approximately 193,000 and 212,000 for the three and six months ended December 31, 2015, respectively, and 976,000 and 927,000 for the three and six months ended December 31, 2014, respectively ($000 except per share data):

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2015		2014		2015		2014
Net earnings	$	18,991	$	22,096	$	36,205	$	34,398
Divided by:
Weighted average shares		61,165		61,129		61,194		61,319

Basic earnings per common share:	$	0.31	$	0.36	$	0.59	$	0.56

Net earnings	$	18,991	$	22,096	$	36,205	$	34,398
Divided by:
Weighted average shares		61,165		61,129		61,194		61,319
Dilutive effect of common stock equivalents		1,508		1,147		1,507		1,213
Diluted weighted average common shares		62,673		62,276		62,701		62,532

Diluted earnings per common share:	$	0.30	$	0.35	$	0.58	$	0.55

Note 10.

Segment Reporting

The Company reports its business segments using the “management approach” model for segment reporting. This means that the Company determines its reportable business segments based on the way the chief operating decision maker organizes business segments within the Company for making operating decisions and assessing performance.

The Company reports its financial results in the following three segments: (i) II-VI Laser Solutions, (ii) II-VI Photonics, and (iii) II-VI Performance Products, and the Company’s chief operating decision maker receives and reviews financial information based on these segments. The Company evaluates business segment performance based upon segment operating income, which is defined as earnings before income taxes, interest and other income or expense. The segments are managed separately due to the market, production requirements and facilities unique to each segment.

The II-VI Laser Solu tions segment is located in the U.S., Singapore, China, Germany, Switzerland, Japan, Belgium, the U.K., Italy, South Korea and the Philippines. II-VI Laser Solutions is directed by the President of II-VI Laser Solutions, while each geographic location is d irected by a general manager, and is further divided into production and administrative units that are directed by managers. II-VI Laser Solutions designs, manufactures and markets optical and electro-optical components and materials sold under the II-VI I nfrared brand name and used primarily in high-power CO ₂ lasers. II-VI Laser Solutions also manufactures fiber-delivered beam delivery systems and processing tools and direct diode lasers for industrial lasers sold under the II-VI HIGHYAG and II-VI Laser En terprise brand names.

The II-VI Photonics segment is located in the U.S., China, Vietnam, Germany, Japan, the U.K., Italy and Hong Kong. II-VI Photonics is directed by the President of II-VI Photonics and is further divided into production and administrative units that are directed by managers. II-VI Photonics manufactures crystal materials, optics, microchip lasers and opto-electronic modules for use in optical communication networks and other diverse consumer and commercial applications. In addition, the segment also manufactures pump lasers, and optical amplifiers and micro-optics for optical amplifiers for both terrestrial and submarine applications within the optical communications market.

The II-VI Performance Products segment is located in the U.S., Vietnam, Japan, China, Germany and the Philippines. II-VI Performance Products is directed by a Corporate Executive Vice President, while each geographic location is directed by a general manager. II-VI Performance Products is further divided into production and administrative units that are directed by managers. II-VI Performance Products designs, manufactures and markets infrared optical components and high-precision optical assemblies for military, medical and commercial laser imaging applications. In addition, the segment designs, manufactures and markets unique engineered materials for thermo-electric and silicon carbide applications servicing the semiconductor, military and medical markets.

The accounting policies of the segments are the same as those of the Company. The Company’s corporate expenses are allocated to the segments. The Company evaluates segment performance based upon reported segment operating income, which is defined as earnings from continuing operations before income taxes, interest and other income or expense. Inter-segment sales and transfers are eliminated.

The following tables summarize selected financial information of the Company’s operations by segment ($000):

	Three Months Ended December 31, 2015
	II-VI				II-VI
	Laser		II-VI		Performance
	Solutions		Photonics		Products		Eliminations			Total
Revenues	$	70,191	$	74,264	$	46,979	$	-		$	191,434
Inter-segment revenues		4,850		2,766		1,543		(9,159	)		-
Operating income		11,251		7,455		3,076		-			21,781
Interest expense		-		-		-		-			(597	)
Other income (expense), net		-		-		-		-			994
Income taxes		-		-		-		-			(3,187	)
Net earnings		-		-		-		-			18,991
Depreciation and amortization		3,691		4,980		5,148		-			13,819
Segment assets		331,797		435,297		276,351		-			1,043,445
Expenditures for property, plant and equipment		3,475		4,471		1,786		-			9,732
Investment		-		-		12,343		-			12,343
Goodwill		43,515		97,469		52,890		-			193,874

	Three Months Ended December 31, 2014
	II-VI				II-VI
	Laser		II-VI		Performance
	Solutions		Photonics		Products		Eliminations			Total
Revenues	$	67,655	$	60,853	$	48,228	$	-		$	176,736
Inter-segment revenues		5,498		3,800		1,880		(11,178	)		-
Operating income		12,226		413		3,892		-			16,531
Interest expense		-		-		-		-			(1,038	)
Other income (expense), net		-		-		-		-			9,295
Income taxes		-		-		-		-			(2,692	)
Net earnings		-		-		-		-			22,096
Depreciation and amortization		3,368		5,229		4,474		-			13,071
Expenditures for property, plant and equipment		3,372		3,076		3,631		-			10,079

	Six Months Ended December 31, 2015
	II-VI				II-VI
	Laser		II-VI		Performance
	Solutions		Photonics		Products		Eliminations			Total
Revenues	$	141,774	$	146,159	$	92,708	$	-		$	380,641
Inter-segment revenues		9,380		5,797		3,938		(19,115	)		-
Operating income		23,426		13,739		6,345		-			43,509
Interest expense		-		-		-		-			(1,246	)
Other income (expense), net		-		-		-		-			2,051
Income taxes		-		-		-		-			(8,109	)
Net earnings		-		-		-		-			36,205
Depreciation and amortization		7,395		10,073		9,656		-			27,124
Expenditures for property, plant and equipment		9,355		6,623		3,178		-			19,156

	Six Months Ended December 31, 2014
	II-VI				II-VI
	Laser		II-VI		Performance
	Solutions		Photonics		Products		Eliminations			Total
Revenues	$	140,454	$	124,491	$	97,624	$	-		$	362,569
Inter-segment revenues		10,562		6,620		4,108		(21,290	)		-
Operating income		25,149		2,485		8,293		-			35,927
Interest expense		-		-		-		-			(2,242	)
Other income (expense), net		-		-		-		-			7,613
Income taxes		-		-		-		-			(6,900	)
Net earnings		-		-		-		-			34,398
Depreciation and amortization		6,901		10,751		8,980		-			26,632
Expenditures for property, plant and equipment		19,438		5,969		6,202		-			31,609

Note 11.

Share-Based Compensation

The Board of Directors adopted the II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan (the “Plan”) which was approved by the shareholders at the Annual Meeting in November 2015. The Plan provides for the grant of performance-based cash incentive awards, non-qualified stock options, stock appreciation rights, restricted share awards, restricted share units, deferred share awards, performance share awards and performance share units to employees, officers and directors of the Company. The maximum number of shares of the Company’s common stock authorized for issuance under the Plan is limited to 4,900,000 shares of common stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Company records share-based compensation expense for these awards in accordance with U.S. GAAP, which requires the recognition of grant-date fair value of share-based compensation in net earnings and over the requisite service period of the individual grantees, which generally equals the vesting period. The Company accounts for cash-based stock appreciation rights, cash-based restricted share unit awards and cash-based performance share unit awards as liability awards, in accordance with applicable accounting standards.

Share-based compensation expense is allocated approximately 15% to cost of goods sold and 85% to selling, general and administrative expense, based on the employee classification of the grantees. Share-based compensation expense for the periods indicated was as follows ($000):

	Three Months Ended				Six Months Ended
December 31,		2015		2014		2015		2014
Stock Options and Cash-Based Stock Appreciation Rights	$	751	$	1,096	$	3,137	$	3,215
Restricted Share Awards and Cash-Based Restricted Share Unit Awards		1,554		1,063		2,785		2,159
Performance Share Awards and Cash-Based Performance Share Unit Awards		1,428		580		1,676		990
	$	3,733	$	2,739	$	7,598	$	6,364

Note 12.

Fair Value of Financial Instruments

The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. The Company estimates fair value of its financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:



•	Level 1 –	Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.

•	Level 2 –	Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.

•	Level 3 –	Valuation is based upon other unobservable inputs that are significant to the fair value measurements.

The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. At December 31, 2015, the Company had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Foreign currency gain related to these contracts was immaterial for the three and six months ended December 31, 2015.

The Company had Level 2 foreign currency forward contract liabilities of $35,000 as of December 31, 2015 and assets of $130,000 as of June 30, 2015, respectively.

The Company’s policy is to report transfers into and out of Levels 1 and 2 of the fair value hierarchy at fair values as of the beginning of the period in which the transfers occur. There were no transfers in and out of Levels 1 and 2 of the fair value hierarchy during the three and six months ended December 31, 2015.

The fair values of cash and cash equivalents are considered Level 1 among the fair value hierarchy and approximate fair value because of the short-term maturity of those instruments. The Company’s borrowings are considered Level 2 among the fair value hierarchy and are variable interest rates and accordingly their carrying amounts approximate fair value.

Note 13.

Derivative Instruments

The Company, from time to time, purchases foreign currency forward exchange contracts, primarily in Japanese Yen, that permit it to sell specified amounts of these foreign currencies expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The Company enters into these contracts to limit transactional exposure to changes in currency exchange rates of export sales transactions in which settlement will occur in future periods and which otherwise would expose the Company, on the basis of its aggregate net cash flows in respective currencies, to foreign currency risk.

The Company has recorded the fair market value of these contracts in the Company’s Condensed Consolidated Financial Statements. These contracts had a total notional amount of $8.7 million and $10.8 million at December 31, 2015 and June 30, 2015, respectively. As of December 31, 2015, these forward contracts had expiration dates ranging from January 2016 through April 2016, with Japanese Yen denominations individually ranging from 100 million Yen to 350 million Yen. The Company does not account for these contracts as hedges as defined by U.S. GAAP, and records the change in the fair value of these contracts in Other expense (income), net in the Condensed Consolidated Statements of Earnings as they occur. The fair value measurement takes into consideration foreign currency rates and the current creditworthiness of the counterparties to these contracts, as applicable, and is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments and thus represents a Level 2 measurement. These contracts are recorded in Other liabilities in the Company’s Condensed Consolidated Balance Sheets. The change in the fair value of these contracts for each of the three and six months ended December 31, 2015 and 2014 was insignificant.

Note 14.

Commitments and Contingencies

The Company records a warranty reserve as a charge against earnings based on a percentage of sales utilizing actual warranty claims over the last twelve months. The following table summarizes the change in the carrying value of the Company’s warranty reserve, which is a component of Other accrued liabilities in the Company’s Condensed Consolidated Balance Sheets ($000):

	Six Months Ended
	December 31, 2015
Balance-beginning of period	$	3,251
Payments made during the period		(1,536	)
Additional warranty liability recorded during the period		1,525
Balance-end of period	$	3,240

Note 15.

Post-Retirement Benefits

The Company has a pension plan (the “Swiss Plan”) covering employees of the Zurich, Switzerland subsidiary. The unfunded pension liability of $9.8 million is recorded in Other liabilities in the Condensed Consolidated Balance Sheet at December 31, 2015. Net periodic pension costs associated with the Swiss Plan included the following ($000):

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
Service cost	$	637		$	673		$	1,320		$	1,353
Interest cost		103			179			214			360
Expected return on plan assets		(261	)		(267	)		(541	)		(537	)
Net amortization		17			(148	)		63			(509	)
Net periodic pension costs	$	496		$	437		$	1,056		$	667

The Company contributed $0.5 million and $1.0 million to the Swiss Plan during the three and six months ended December 31, 2015, respectively, and $0.6 million and $1.2 million during the three and six months ended December 31, 2014, respectively. The Company currently anticipates contributing an additional estimated amount of approximately $1.0 million to the Swiss Plan during the remainder of fiscal year 2016.

Note 16.

Share Repurchase Program

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. As of December 31, 2015, the Company has purchased 1,318,987 shares of its Common Stock pursuant to the Program for approximately $19.0 million.

Note 17.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (“AOCI") by component, net of tax, for the six months ended December 31, 2015 were as follows ($000):

	Foreign						Total
	Currency			Defined			Accumulated Other
	Translation			Benefit			Comprehensive
	Adjustment			Pension Plan			Income (Loss)
AOCI - June 30, 2015	$	9,466		$	(801	)	$	8,665
Other comprehensive income (loss) before reclassifications		(13,562	)		-			(13,562	)
Amounts reclassified from AOCI		-			49			49
Net current-period other comprehensive income (loss)		(13,562	)		49			(13,513	)
AOCI - December 31, 2015	$	(4,096	)	$	(752	)	$	(4,848	)

Note 18.

Subsequent Event

On January 19, 2016, the Company announced that it signed agreements to acquire two businesses, EpiWorks, Inc. (“EpiWorks”) and ANADIGICS, Inc. (“Anadigics”), in two separate transactions. These businesses are expected to expand the Company’s technology platforms and production capacity for semiconductor lasers with a scalable 6-inch epitaxial growth and wafer fabrication platform.

On February 1, 2016, the Company completed its acquisition of EpiWorks, which now operates as a wholly owned subsidiary of the Company. The merger agreement between the Company and EpiWorks provides for the payment by the Company of an aggregate of approximately $43 million in cash at closing with up to an additional $6 million in potential earn-out payments over the next three years, subject to certain adjustments. Due to the close proximity of this acquisition to the filing date of this Form 10-Q, the Company was unable to make certain financial statement disclosures related to the purchase price allocation of EpiWorks.

On January 15, 2016, the Company entered into a merger agreement with Anadigics. On February 2, 2016 a wholly owned subsidiary of the Company commenced a tender offer for all of the outstanding common stock of Anadigics at a price of $0.66 per share in cash, without interest. The tender offer will expire on March 1, 2016, unless extended. Assuming sufficient shares of Anadigics are tendered in the tender offer, the Company is expected to complete the acquisition of Anadigics via a second-step merger promptly following the expiration of the tender offer. The aggregate consideration for the transaction is approximately $61.0 million. Assuming the satisfaction of all applicable conditions to the tender offer and the merger, the acquisition of Anadigics is currently expected to close in March 2016

Item 2 .

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Discussion and Analysis”), contains forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding projected growth rates, markets, product development, financial position, capital expenditures and foreign currency exposure. Forward-looking statements are also identified by words such as “expects,” “anticipates,” “intends,” “plans,” “projects” or similar expressions.

Although our management considers these expectations and assumptions to be reasonable, actual results could differ materially from any such forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by our management due to the following factors, among others: dependency on international sales and successful management of global operations, the development and use of new technology, the timely release of new products and acceptance of such new products by the market, our ability to devise and execute strategies to respond to market conditions, the impact of acquisitions on our business and our ability to assimilate recently acquired businesses, the impact of impairment in goodwill and indefinite-lived intangible assets in one or more of our segments, adverse changes in economic or industry conditions generally (including capital markets) or in the markets served by the Company, our ability to protect our intellectual property, domestic and foreign governmental regulation, including that related to the environment, the impact of a data breach incident on our operations, supply chain issues, the actions of competitors, the purchasing patterns of customers and end-users, the occurrence of natural disasters and other catastrophic events outside of our control, and changes in local market laws and practices. There are additional risk factors that could materially affect the Company’s business, results of operations or financial condition as set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission on August 28, 2015.

In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are based only on information currently available to us and speak only as of the date of this Report. We do not assume any obligation, and do not intend to, update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the securities laws. Investors should, however, consult any further disclosures of a forward-looking nature that the Company may make in its subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other disclosures filed with or furnished to the SEC.

Investors should also be aware that, while the Company does communicate with securities analysts from time to time, such communications are conducted in accordance with applicable securities laws. Investors should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report.

Introduction

II-VI Incorporated (“II-VI,” the “Company,” “we,” “us” or “our”), a worldwide leader in engineered materials and opto-electronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in the industrial, optical communications, military, life sciences, semiconductor equipment, and consumer markets . The Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including as integrated with advanced software.

The Company generates revenues, earnings and cash flows from developing, manufacturing and marketing engineered materials and opto-electronic components for precision use in industrial, optical communications, military, semiconductor, medical and consumer applications. We also generate revenue, earnings and cash flows from government-funded research and development contracts relating to the development and manufacture of new technologies, materials and products.

Our customer base includes original equipment manufacturers (“OEMs”), laser end users, system integrators of high-power lasers, manufacturers of equipment and devices for industrial, optical communications, security and monitoring applications, U.S. government prime contractors, various U.S. government agencies and thermoelectric solutions suppliers.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the Company’s discussion and analysis of its financial condition and results of operations require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Note 1 of the Notes to Consolidated Financial Statements in the Company’s most recent Annual Report on Form 10-K describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no changes in significant accounting policies as of December 31, 2015.

December 31, 2015$1.8December 31, 2015$3.2 New Accounting Standards

See “Note 2. Recent Accounting Pronouncements” to our unaudited financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.

Results of Operations (in millions, except per-share data)

The following table sets forth bookings and select items from our Condensed Consolidated Statements of Earnings for the three and six months ended December 31, 2015 and 2014, respectively:

	Three Months Ended						Three Months Ended
	December 31, 2015						December 31, 2014
Bookings	$	207.7					$	186.8

				% of						% of
				Revenues						Revenues
Total Revenues	$	191.5			100.0	%	$	176.8			100.0	%
Cost of goods sold		120.1			62.7			113.7			64.3
Gross margin		71.4			37.3			63.1			35.7
Operating expenses:
Internal research and development		12.2			6.4			12.8			7.2
Selling, general and administrative		37.4			19.5			33.6			19.0
Interest and other, net		(0.4	)		(0.2	)		(8.1	)		(4.6	)
Earnings before income tax		22.2			11.6			24.8			14.0
Income taxes		3.2			1.7			2.7			1.5
Net Earnings	$	19.0			9.9	%	$	22.1			12.5	%

Diluted earnings per share:	$	0.30					$	0.35

	Six Months Ended						Six Months Ended
	December 31, 2015						December 31, 2014
Bookings	$	394.9					$	368.5

				% of						% of
				Revenues						Revenues
Total Revenues	$	380.7			100.0	%	$	362.6			100.0	%
Cost of goods sold		238.1			62.5			231.7			63.9
Gross margin		142.6			37.5			130.9			36.1
Operating expenses:
Internal research and development		25.3			6.6			25.8			7.1
Selling, general and administrative		73.7			19.4			69.2			19.1
Interest and other, net		(0.8	)		(0.2	)		(5.4	)		(1.5	)
Earnings before income tax		44.4			11.7			41.3			11.4
Income taxes		8.2			2.2			6.9			1.9
Net Earnings	$	36.2			9.5	%	$	34.4			9.5	%

Diluted earnings per share:	$	0.58					$	0.55

Executive Summary

Net earnings for the three months ended December 31, 2015 were $19.0 million ($0.30 per-share diluted), compared to $22.1 million ($0.35 per-share diluted) for the same period last fiscal year. Net earnings for the six months ended December 31, 2015 were $36.2 million ($0.58 per-share diluted), compared to $34.4 million ($0.55 per-share diluted) for the same period last fiscal year. Included in net earnings for the prior periods was a one-time settlement of $7.1 million, $0.11 per-share diluted, related to certain payment obligations in the purchase agreements for acquisitions completed in fiscal year 2014. The Company realized increased revenues of $14.7 million and $18.1 million for the three and six months ended December 31, 2015, respectively, as the Company continued to benefit from increased product demand in the optical communications market serviced by the Company’s II-VI Photonics segment. Incremental margins on increased revenue levels, the product mix at II-VI Photonics segment shifting towards higher margin products relating to terrestrial and submarine 980nm pumps, and operational benefits derived from the Company’s restructuring program all contributed to the improvements in the Company’s financial results exclusive of the one-time settlement from the prior year noted above.

Consolidated

Bookings . Bookings for the three months ended December 31, 2015 increased 11% to $207.7 million, compared to $186.8 million for the same period last fiscal year. Bookings for the six months ended December 31, 2015 increased 7% to $394.9 million, compared to $368.5 million for the same period last fiscal year. Bookings are defined as customer orders received that are expected to be converted to revenues over the next twelve months. For long-term customer orders, the Company does not include in bookings the portion of the customer order that is beyond twelve months, due to the inherent uncertainty of an order that far out in the future. The increase in bookings for the three months ended December 31, 2015 compared to the same period last fiscal year was the result of increased orders from customers of the Company’s II-VI Photonics segment. The Company is continuing to realize increased order demand from the broadband China initiative as China continues expanding its geographical broadband networks. In addition, increased market share gains and new product introductions fueled the higher bookings levels within the II-VI Photonics segment during the current quarter. Somewhat offsetting the bookings increase were lower bookings at II-VI Performance Products segment for military related businesses, as this segment is still experiencing slowness as a result of delays in U.S. military spending. The increase in bookings for the current six months ended December 31, 2015 was primarily due to increased demand from the China broadband initiative noted above.

Revenues . Revenues for the three months ended December 31, 2015 increased 8% to $191.5 million compared to $176.8 million for the same period last fiscal year. Revenues for the six months ended December 31, 2015 increased 5% to $380.7 million, compared to $362.6 million for the same period last fiscal year. The increase in revenues during the current three and six month periods ended December 31, 2015 compared to the same periods last fiscal year was the result of increased revenues at the Company’s II-VI Photonics segment from the ongoing Chinese broadband initiative and the build out of undersea communication networks. The China broadband initiative is continuing to increase demand for the Company’s transport and amplification component products, particularly 980nm pumps, optical channel monitors and integrated passive components used in optical communications. Somewhat offsetting these higher revenue levels was a decrease in shipment volumes at the Company’s II-VI Performance Products segment primarily driven by reduced shipments to customers in the semiconductor capital equipment markets.

Gross margin. Gross margin for the three months ended December 31, 2015 was $71.4 million or 37.3% of total revenues, compared to $63.1 million or 35.7% of total revenues, for the same period last fiscal year. Gross margin for the six months ended December 31, 2015 was $142.6 million or 37.5% of total revenues, compared to $130.9 million or 36.1% of total revenues, for the same period last fiscal year. The improvement in gross margin as a percentage of revenues for the current three and six month periods ending December 31, 2015 was a combination of several factors including incremental margins realized on the Company’s higher revenue levels, product mix at II-VI Photonics segment shifting towards higher margin products relating to terrestrial and submarine 980nm pumps, as well as realized operational benefits derived from the Company’s completed restructuring programs to right size its business operations in the II-VI Photonics and II-VI Performance Products segments. In addition, gross margin for the six months ended December 31, 2015 included approximately $0.7 million reduction in cost of goods sold relating to the receipt of insurance proceeds in the current fiscal year from the prior year’s flooding in China.

Internal research and development . Company-funded internal research and development expenses for the three months ended December 31, 2015 were $12.2 million, or 6.4% of revenues, compared to $12.8 million, or 7.2% of revenues, for the same period last fiscal year. Company-funded internal research and development expenses for the six months ended December 31, 2015 were $25.3 million, or 6.6% of revenues, compared to $25.8 million, or 7.1% of revenues, for the same period last fiscal year. The decrease in research and development expense as a percentage of revenues for both the three and six month periods ended December 31, 2015 was a result of lower expenses incurred at the Company’s II-VI Photonics segment resulting from certain research and development subsidies received from the Chinese government. The Company anticipates its normalized internal research and developmental rate to approximate 7.0% of revenues for the remainder of fiscal year 2016.

Selling, general and administrative . Selling, general an d administrative expenses for the three months ended December 31, 2015 were $37.4 million, or 19.5% of revenues, compared to $33.6 million, or 19.0% of revenues, for the same period last fiscal year. Selling, general and administrative expenses for the six months ended December 31, 2015 were $73.7 million, or 19.4% of revenues, compared to $69.2 million, or 19.1% of revenues, for the same period last fiscal year. The increase in selling, general and administrative expense as a percentage of revenues for bo th the current three and six month periods ended December 31, 2015 was a result of increased share-based compensation expense recorded during the current fiscal quarter as well as higher levels of legal and professional expenses incurred to support the Com pany’s planned acquisitions announced in January 2016.

Interest and other, net. Interest and other, net for the three months ended December 31, 2015 was income of $0.4 million, compared to income of $8.1 million for the same period last fiscal year. Interest and other, net for the six months ended December 31, 2015 was income of $0.8 million, compared to income of $5.4 million for the same period last fiscal year. Included in interest and other, net for the three and six months ended December 31, 2015 and 2014 were earnings from the Company’s equity investment in Fuxin, interest expense on borrowings, interest income on excess cash reserves, unrealized gains and losses on the Company’s sponsored deferred compensation plan and foreign currency gains and losses. The prior year’s three and six month periods also included a one-time settlement gain of $7.7 million related to certain payment obligations in the purchase agreements for acquisitions completed in fiscal year 2014.

Income taxes. The Company’s year-to-date effective income tax rate at December 31, 2015 was 18.3%, compared to an effective tax rate of 16.4% for the same period last fiscal year. During the current year, the Company benefited from a lower world-wide income tax rate as a result of the mix of pre-tax income derived from lower foreign taxing jurisdictions. The variation between the Company’s effective tax rate and the U.S. statutory rate of 35% was primarily due to the Company’s foreign operations, which are subject to income taxes at lower statutory rates.

Segment Reporting

Bookings, revenues and operating income for the Company’s reportable segments are discussed below. Operating income differs from net earnings in that operating income excludes certain operational expenses included in other expense (income) – net as reported. Management believes operating income to be a useful measure for investors, as it reflects the results of segment performance over which management has direct control and is used by management in its evaluation of segment performance. See “Note 10. Segment Reporting,” to our unaudited financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Company’s reportable segments and for the reconciliation of the Company’s operating income to net earnings, which is incorporated herein by reference.

II- VI Laser Solutions (in millions)

					%							%
	Three Months Ended				(Decrease)			Six Months Ended				(Decrease)
	December 31,				Increase			December 31,				Increase
	2015		2014					2015		2014
Bookings	$	66.4	$	67.5		(2	%)	$	135.5	$	137.5		(1	%)
Revenues	$	70.2	$	67.7		4	%	$	141.8	$	140.5		1	%
Operating income	$	11.2	$	12.2		(8	%)	$	23.4	$	25.1		(7	%)

Bookings for the three months ended December 31, 2015 for II-VI Laser Solutions decreased 2% to $66.4 million, compared to $67.5 million for the same period last fiscal year. Bookings for the six months ended December 31, 2015 for II-VI Laser Solutions decreased 1% to $135.5 million, compared to $137.5 million for the same period last fiscal year. The decrease in bookings for both the three and six month periods ended December 31, 2015 was the result of lower demand for the segment’s diamond based products as well as slowing CO ₂ laser utilization among the installed base.

Revenues for the three months ended December 31, 2015 for II-VI Laser Solutions increased 4% to $70.2 million, compared to revenues of $67.7 million for the same period last fiscal year. Revenues for the six months ended December 31, 2015 for II-VI Laser Solutions increased 1% to $141.8 million, compared to revenues of $140.5 million for the same period last fiscal year. The increase in revenues for the three and six month periods ended December 31, 2015 was the result of increased demand for the segment’s one-micron products for the industrial materials processing markets.

Operating income for the three m onths ended December 31, 2015 for II-VI Laser Solutions decreased 8% to $11.2 million, compared to $12.2 million for the same period last fiscal year. Operating income for the six months ended December 31, 2015 for II-VI Laser Solutions decreased 7% to $23 .4 million, compared to $25.1 million for the same period last fiscal year. The decrease in operating income during the three and six month periods ended December 31, 2015 was primarily related to higher allocation levels of corporate and share-based compe nsation expenses, as well as higher operating expenses as the segment’s one-micron business continued to ramp up its production capacity.

II- VI Photonics (in millions)

	Three Months Ended				%			Six Months Ended				%
	December 31,				Increase			December 31,				Increase
	2015		2014					2015		2014
Bookings	$	97.5	$	66.1		48	%	$	162.7	$	132.4		23	%
Revenues	$	74.3	$	60.9		22	%	$	146.2	$	124.5		17	%
Operating income	$	7.4	$	0.4		1,750	%	$	13.7	$	2.5		448	%

Bookings for the three months ended December 31, 2015 for II-VI Photonics increased 48% to $97.5 million, compared to $66.1 million for the same period last fiscal year. Bookings for the six months ended December 31, 2015 for II-VI Photonics increased 23% to $162.7 million, compared to $132.4 million for the same period last fiscal year. The increase in bookings during the three and six month periods ended December 31, 2015 compared to the same periods last fiscal year was the result of increased orders from the ongoing Chinese broadband initiative and the build-out of undersea communication networks. The China broadband initiative continued to increase demand for the segment’s transport and amplification component products, particularly 980nm pumps, optical channel monitors and integrated passive components used in optical communications.

Revenues for the three months ended December 31, 2015 for II-VI Photonics increased 22% to $74.3 million, compared to $60.9 million for the same period last fiscal year. Revenues for the six months ended December 31, 2015 for II-VI Photonics increased 17% to $146.2 million, compared to $124.5 million for the same period last fiscal year. The Company continued to realize increased revenues from the broadband China initiative as China continues to expand its geographical broadband networks. In addition, increased market share gains and new product introductions fueled the higher revenues during the current fiscal year.

Operating income for the three months ended December 31, 2015 for II-VI Photonics increased 1,750% to $7.4 million, compared to $0.4 million for the same period last fiscal year. Operating income for the six months ended December 31, 2015 for II-VI Photonics increased 448% to $13.7 million, compared to $2.5 million for the same period last fiscal year. The increase in operating income for both the three and six month periods ended December 31, 2015 was primarily due to incremental margin realized on the higher revenue volume as well as a shift in the product mix to higher margin products, including terrestrial and submarine 980nm pumps, and new product introductions which have higher margin profiles upon introduction to the market.

II-VI Performance Products (in millions)

	Three Months Ended				%			Six Months Ended				%
	December 31,				(Decrease)			December 31,				(Decrease)
	2015		2014					2015		2014
Bookings	$	43.8	$	53.2		(18	%)	$	96.7	$	98.6		(2	%)
Revenues	$	47.0	$	48.2		(2	%)	$	92.7	$	97.6		(5	%)
Operating income	$	3.1	$	3.9		(21	%)	$	6.4	$	8.3		(23	%)

Bookings for the three months ended December 31, 2015 for II-VI Performance Products decreased 18% to $43.8 million, compared to $53.2 million for the same period last fiscal year. Bookings for the six months ended December 31, 2015 for II-VI Performance Products decreased 2% to $96.7 million, compared to $98.6 million for the same period last fiscal year. The decrease in bookings for the three months ended December 31, 2015 was the result of lower orders from the segment’s military related businesses as a result of lower overall defense spending and funding constraints specific to U.S. military programs. In addition, a multi-year research and development contract which was received in the second fiscal quarter last year for ongoing development of 150mm silicon carbide wafers, while this year’s contract award was received in the first fiscal quarter of 2016. The decrease in bookings for the six months ended December 31, 2015 was the result of lower orders levels received for the segment’s rare earth product used in alternative green energy applications.

Revenues for the three months ended December 31, 2015 for II-VI Performance Products decreased 2% to $47.0 million, compa red to $48.2 million for the same period last fiscal year. Revenues for the six months ended December 31, 2015 for II-VI Performance Products decreased 5% to $92.7 million, compared to $97.6 million for the same period last fiscal year. The decrease in rev enues for both the three and six months ended December 31, 2015 compared to the same periods last fiscal year was the result of reduced shipments to customers in the semiconductor capital equipment markets as well as lower revenues for the segment’s rare e arth product used in alternative green energy applications.

Operating income for the three months ended December 31, 2015 for II-VI Performance Products decreased 21% to $3.1 million, compared to $3.9 million for the same period last fiscal year. Operating income for the six months ended December 31, 2015 for II-VI Performance Products decreased 23% to $6.4 million, compared to $8.3 million for the same period last fiscal year. The decrease in operating income for both the three and six months ended December 31, 2015 compared to the same period last fiscal year was the result of lower revenue levels experienced during the current fiscal year as noted above.

Liquidity and Capital Resources

Historically, our primary sources of cash have been from operations and long-term borrowing. Other sources of cash include proceeds received from the exercises of stock options and sale of equity instruments. Our historic uses of cash have been for capital expenditures, investment in research and development, business acquisitions, payments of principal and interest on outstanding debt obligations and purchases of treasury stock. Supplemental information pertaining to our sources and uses of cash for the periods indicated is presented as follows (in millions):

	Six Months Ended
	December 31,
	2015			2014
Net cash provided by operating activities	$	62.3		$	49.4
Additions to property, plant and equipment		(19.1	)		(31.5	)
Net payments on long-term borrowings		(29.5	)		(29.0	)
Purchases of treasury shares		(6.3	)		(11.3	)
Proceeds from exercises of stock options		1.8			2.0
Other financing activities		(1.9	)		(0.9	)
Effect of exchange rate changes on cash and cash equivalents		(3.8	)		1.6

Net cash provided by operating activities:

Net cash provided by operating activities was $62.3 million for the six months ended December 31, 2015, compared to net cash provided by operating activities of $49.4 million for the same period last fiscal year. The increase in net cash provided by operating activities was mostly due to improvements in working capital management, primarily centered on the Company’s accelerated collection of its accounts receivable balances. During the six months ended December 31, 2015, the Company generated $10.5 million of cash from the change in accounts receivable compared to a use of cash of $4.7 million during the same period last fiscal year.

Net cash used in investing activities:

Net cash used in investing activities was $19.1 million for the six months ended December 31, 2015, compared to net cash used of $31.5 million for the same period last fiscal year. The net cash used in investing activities for both periods primarily consisted of cash paid for capital expenditures relating to capital investments in capacity expansion and automation. Capital expenditures for the prior year period included approximately $13.4 million relating to the purchase of the Company’s manufacturing facility in Berlin, Germany.

Net cash u sed in financing activities:

Net cash used in financing activities was $35.9 million for the six months ended December 31, 2015, which was mostly composed of $29.5 million of net payments on borrowings, $6.3 million of treasury stock purchases and $1.9 million of minimum tax withholding payments on vesting of employees’ restricted and performance shares, offset by $1.8 million of cash proceeds from stock option exercises. Net cash used in financing activities of $39.2 million for the same period last fiscal year was primarily composed of $29.0 million of repayments on borrowings, $11.3 million of treasury stock purchases and $0.9 million of minimum tax withholding payments on vesting of employee’s restricted and performance shares, offset by $2.0 million of cash proceeds from stock option exercises.

The Company’s current Credit Facility provides for a revolving credit facility of $225 million, as well as a $100 million Term Loan. The Term Loan is being repaid in consecutive quarterly principal payments on the first business day of each January, April, July and October, with the first payment having commenced on October 1, 2013, as follows: (i) twenty consecutive quarterly installments of $5.0 million and (ii) a final installment of all remaining principal due and payable on the maturity date of September 10, 2018. Amounts borrowed under the revolving credit facility are due and payable on the maturity date. The Credit Facility is unsecured, but is guaranteed by each existing and subsequently acquired or organized wholly-owned domestic subsidiary of the Company. The Company has the option to request an increase to the size of the Credit Facility in an aggregate additional amount not to exceed $100 million. The Credit Facility has a five-year term through September 10, 2018 and has an interest rate of either a Base Rate Option or a Euro-Rate Option, plus an Applicable Margin, as defined in the agreement governing the Credit Facility. If the Base Rate Option is selected for a borrowing, the Applicable Margin is 0.00% to 0.75% and if the Euro-Rate Option is selected for a borrowing, the Applicable Margin is 0.75% to 1.75%. The Applicable Margin is based on the Company’s ratio of consolidated indebtedness to consolidated EBITDA. Additionally, the Credit Facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of December 31, 2015, the Company was in compliance with all financial covenants under its Credit Facility.December 31, 2015

The Company’s Yen denominated line of credit is a 500 million Yen (approximately $4.1 million) facility. The Yen line of credit was extended in September 2015 through August 2020 on substantially the same terms. The interest rate is equal to LIBOR, as defined in the loan agreement, plus 0.625% to 1.50%. At December 31, 2015 and June 30, 2015, the Company had 300 million Yen borrowed. Additionally, the facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of December 31, 2015, the Company was in compliance with all financial covenants under its Yen facility.

The weighted average interest rate of total borrowings under all credit facilities was 1.5% and 1.9% for the three months ended December 31, 2015 and 2014, respectively.

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its issued and outstanding common stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration date and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. As of December 31, 2015, the Company has purchased 1,318,987 shares of its Common Stock pursuant to the Program for approximately $19.0 million.

The Company’s cash position, borrowing capacity and debt obligations for the periods indicated were as follows (in millions):

	December 31,		June 30,
	2015		2015
Cash and cash equivalents	$	177.1	$	173.6
Available borrowing capacity		136.1		116.6
Total debt obligation		146.5		176.0

The Company believes cash flow from operations, existing cash reserves and available borrowing capacity will be sufficient to fund its working capital needs, capital expenditures, share repurchases, acquisitions and growth objectives for the next twelve mo nths. As discussed in “Note 18. Subsequent Event” to the Company’s unaudited financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, the Company completed its acquisition of EpiWorks on February 1, 2016. The Company financed the paym ent due at closing in connection with the EpiWorks acquisition by borrowing $43.0 million under the revolving credit facility provided by the Credit Facility. In addition, the Company currently anticipates that the announced acquisition of Anadigics will be completed in March 2016 with an aggregate purchase price of approximately $61 million. The Company has the ability to fund the purchase price of the Anadigics acquisition by utilizing cash on hand or its existing available borrowing capacity under the C redit Facility.

The Company’s cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of December 31, 2015 and June 30, 2015, the Company held approximately $142 million and $145 million, respectively, of cash and cash equivalents outside of the United States. Cash balances held outside the United States could be repatriated to the United States, but, under current law, would potentially be subject to United States federal income tax, less applicable foreign tax credits. The Company has not recorded deferred income taxes related to the majority of its undistributed earnings outside of the United States, as the majority of the earnings of the Company’s foreign subsidiaries are indefinitely reinvested.

Contractual Obligations

The following table presents information about the Company’s contractual obligations and commitments as of December 31, 2015.

Tabular-Disclosure of Contractual Obligations

	Payments Due By Period
			Less Than 1		1-3		3-5		More Than 5
Contractual Obligations	Total		Year		Years		Years		Years
($000)
Long-term debt obligations	$	146,491	$	20,000	$	124,000	$	2,491	$	-
Interest payments ⁽¹⁾		5,539		2,085		3,345		75		34
Capital lease obligations		-		-		-		-		-
Operating lease obligations ⁽²⁾		59,055		11,667		14,917		9,733		22,738
Purchase obligations ⁽³⁾		9,273		7,311		1,962		-		-
Other long-term liabilities reflected on the Registrant's balance sheet under GAAP		-		-		-		-		-
Total	$	220,358	$	41,063	$	144,224	$	12,299	$	22,772

(1)	Variable rate interest obligations are based on the interest rate in place at December 31, 2015 and relate to the Credit Facility.

(2)	Includes an obligation for the use of two parcels of land related to II-VI Performance Metals. The lease obligations extend through 2039 and 2056.

(3)

A purchase obligation is defined as an agreement to purchase goods or services that is enforceable and legally binding on the Company and that specifies all significant terms, including fixed or minimum quantities to be purchased, minimum or variable price provisions, and the approximate timing of the transaction. These amounts are primarily composed of open purchase order commitments to vendors for the purchase of supplies and materials.

A $5.1 million gross unrecognized income tax benefit at December 31, 2015 has been excluded from the table above because the Company is not currently able to reasonably estimate the amount by which the liability will increase or decrease over time. However, at this time, the Company does not expect a significant payment related to these obligations within the next year.

Item 3 .

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risks

The Company is exposed to market risks arising from adverse changes in foreign currency exchange rates and interest rates. In the normal course of business, the Company uses a variety of techniques and derivative financial instruments as part of its overall risk management strategy, which is primarily focused on its exposure to the Japanese Yen. No significant changes have occurred in the techniques and instruments used other than those described below.

In the normal course of business, the Company enters into foreign currency forward exchange contracts with its financial institutions. The purpose of these contracts is to hedge ordinary business risks regarding foreign currencies on product sales. Foreign currency exchange contracts are used to limit transactional exposure to changes in currency rates. The Company enters into foreign currency forward contracts that permit it to sell specified amounts of foreign currencies expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts provide the Company with an economic hedge in which settlement will occur in future periods, thereby limiting the Company’s exposure. These contracts had a total notional amount of $8.7 million and $10.8 million at December 31, 2015 and June 30, 2015, respectively. The Company continually monitors its positions and the credit ratings of the parties to these contracts. While the Company may be exposed to potential losses due to risk in the event of non-performance by the counterparties to these financial instruments, it does not currently anticipate such losses.

A 10% change in the Yen to U.S. dollar exchange rate would have changed revenues in the range from a decrease of $1.1 million to an increase of $1.3 million for the three months ended December 31, 2015. A 10% change in the Yen to U.S. dollar exchange rate would have changed revenues in the range from a decrease of $2.3 million to an increase of $2.8 million for the six months ended December 31, 2015.

The Company has short-term intercompany notes that are denominated in U.S. dollars with certain European subsidiaries. A 10% change in the Euro to U.S. dollar exchange rate would have changed net earnings in the range from a decrease of $1.5 million to an increase of $1.9 million for the three months ended December 31, 2015.

For all other foreign subsidiaries, the functional currency is the applicable local currency. Assets and liabilities of those operations are translated into U.S. dollars using period-end exchange rates, while income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income within shareholders’ equity.

Interest Rate Risks

As of December 31, 2015, the Company’s total outstanding borrowings of $146.5 million were from a line of credit of $2.5 million denominated in Japanese Yen, borrowings under a term loan of $55.0 million under the Company’s Credit Facility denominated in U.S. dollars and a line of credit borrowing of $89.0 million under the Company’s Credit Facility denominated in U.S. dollars. As such, the Company is exposed to market risks arising from changes in interest rates. A change in the interest rate of these borrowings of 1% would have resulted in additional interest expense of $0.3 million and $1.3 million for the three and six months ended December 31, 2015, respectively.

Item 4 .

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chairman and Chief Executive Officer, and the Company’s Chief Financial Officer and Treasurer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The Company’s disclosure controls were designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) were implemented during the Company’s most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Part II – Other Information

Item 1 .

LEGAL PROCEEDINGS

The Company and its subsidiaries are involved in various claims and lawsuits incidental to its business. The resolution of each of these matters is subject to various uncertainties, and it is possible that these matters may be resolved unfavorably to the Company. Management believes, after consulting with legal counsel, that the ultimate liabilities, if any, resulting from such legal proceedings will not materially affect the Company’s financial condition, liquidity or results of operation.

Zalewski Litigation

The Company is aware of a class action complaint captioned Wes Zalewski v. Anadigics, Inc., et al., filed on January 27, 2016 in the Superior Court of New Jersey, Somerset County (the “Zalewski Litigation”), which is related to the Company’s proposed acquisition of Anadigics, Inc. (“Anadigics”) by means of a tender offer and second-step merger. In the Zalewski Litigation, the plaintiff, a stockholder in Anadigics, generally alleges, among other things, that the members of Anadigics’s board of directors breached their fiduciary duties by failing to take steps to maximize the value to be paid to Anadigics’s shareholders, putting the board of directors’ personal interests ahead of the interests of Anadigics, using allegedly unfair deal protection devices, and having an unfair and inadequate process in negotiating the tender offer and the merger. The plaintiff also has named the Company and its wholly-owned subsidiary, Regulus Acquisition Sub, Inc. (“Purchaser”), as defendants in the complaint, alleging that both Purchaser and II-VI aided and abetted the breaches of fiduciary duty by the Anadigics board of directors. The plaintiff in the Zalewski Litigation generally seeks, among other relief, declaratory and injunctive relief prohibiting consummation of the proposed tender offer and merger, rescission of the proposed tender offer and merger if consummated prior to final judgment, attorneys’ fees and expenses, and other forms of relief. Purchaser and II-VI are reviewing the allegations in the Zalewski Litigation, but believe the Zalewski Litigation is without merit and intend to vigorously defend against the allegations. The Company does not believe that a material loss related to this claim is reasonably possible.

Item 1A .

RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2015, which could materially affect our business, financial condition or future results. Those risk factors are not the only risks facing the Company. Additional risks and uncertainties not currently known or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table sets forth repurchases of our common stock during the quarter ended December 31, 2015:

						Total Number of		Dollar Value of
						Shares Purchased		Shares That May
						as Part of Publicly		Yet be Purchased
	Total Number of			Average Price Paid		Announced Plans or		Under the Plan or
Period	Shares Purchased			Per Share		Programs		Program
October 1, 2015 to October 31, 2015		-		$	-		-	$	30,906,904
November 1, 2015 to November 30, 2015		7,206	(a)	$	18.12		-	$	30,906,904
December 1, 2015 to December 31, 2015		9,150	(b)	$	18.67		-	$	30,906,904
Total		16,356		$	18.43		-

(a)	Includes 7,206 shares of our Common Stock transferred to the Company from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted or performance stock awards.

(b)	Includes 9,150 shares of our Common Stock transferred to the Company from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted or performance stock awards.

Ite m 6.

EXHIBITS

Exhibit Number	Description of Exhibit	Reference

10.01	II-VI Incorporated Second Amended and Restated Omnibus Incentive Plan	Filed herewith.

10.02	Secondment Engagement Letter, dated November 6, 2015, among Sherrard, German & Kelly, P.C., II-VI Incorporated, and Walter R. Bashaw II	Filed herewith.

10.03	Employment Agreement, dated February 1, 2016, by and between II-VI Incorporated and Gary A. Kapusta	Incorporated herein by reference to Exhibit 10.1 to II-VI’s Current Report on Form 8-K (File No. 000-16195) filed on February 1, 2016.

31.01	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.02	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.01	Certification of the Chief Executiv e Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith.

32.02	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith.

101	Interactive Data File	Filed herewith.

The Registrant will furnish to the Commission upon request copies of any instruments not filed herewith that authorize the issuance of long-term obligations of the Registrant not in excess of 10% of the Registrants total assets on a consolidated basis.

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 thereunto duly authorized.

	II-VI INCORPORATED
	(Registrant)

Date: February 8, 2016	By:	/s/ Francis J. Kramer
		Francis J. Kramer
		Chairman and Chief Executive Officer

Date: February 8, 2016	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit	Reference

10.01	II-VI Incorporated Second Amended and Restated Omnibus Incentive Plan	Filed herewith.

10.02	Secondment Engagement Letter, dated November 6, 2015, among Sherrard, German & Kelly, P.C., II-VI Incorporated, and Walter R. Bashaw II	Filed herewith.

10.03	Employment Agreement, dated February 1, 2016, by and between II-VI Incorporated and Gary A. Kapusta	Incorporated herein by reference to Exhibit 10.1 to II-VI’s Current Report on Form 8-K (File No. 000-16195) filed on February 1, 2016.

31.01	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.02	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.01	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith.

32.02	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith.

101	Interactive Data File	Filed herewith.

Exhibit 10.01

II-VI INCORPORATED

SECOND AMENDED AND RESTATED 2012 OMNIBUS INCENTIVE PLAN

Table of Contents

TABLE OF CONTENTS

Page

Purpose

A-1

Definitions

A-1

2.1

Award

A-1

2.2

Award Agreement

A-1

2.3

Base Price

A-1

2.4

Board

A-1

2.5

Change in Control

A-1

2.6

Code

A-1

2.7

Committee

A-1

2.8

Common Stock

A-1

2.9

Company

A-1

2.10

Consultant

A-2

2.11

Deferral Period

A-2

2.12

Deferred Shares

A-2

2.13

Effective Date

A-2

2.14

Employee

A-2

2.15

Fair Market Value

A-2

2.16

Freestanding Stock Appreciation Right

A-2

2.17

Grant Date

A-2

2.18

Incentive Cash Award

A-2

2.19

Incentive Stock Option

A-2

2.20

Nonemployee Director

A-2

2.21

Nonqualified Stock Option

A-2

2.22

Option

A-2

2.23

Optionee

A-2

2.24

Option Price

A-2

2.25

Participant

A-2

2.26

Performance Objectives

A-2

2.27

Performance Period

A-3

2.28

Performance Share

A-3

2.29

Performance Unit

A-3

2.30

Predecessor Plans

A-3

2.31

Qualified Performance-Based Award

A-4

2.32

Restricted Shares

A-4

2.33

Restricted Share Units

A-4

2.34

Section 162(m)

A-4

2.35

Section 409A

A-4

2.36

Separation from Service

A-4

2.37

A-4

2.38

Specified Employee

A-4

2.39

Spread

A-4

2.40

Stock Appreciation Right

A-5

2.41

Subsidiary

A-5

2.42

Tandem Stock Appreciation Right

A-5

Shares Available Under the Plan; Maximum Awards

A-5

3.1

Reserved Shares

A-5

3.2

Maximum Calendar Year Award

A-5

3.3

Predecessor Plan Options; Forfeitures

A-5

Plan Administration

A-5

4.1

Authority of Committee

A-5

4.2

Committee Delegation

A-6

4.3

No Liability

A-6

Options

A-6

5.1

Number of Shares

A-6

5.2

Option Price

A-6

5.3

Consideration

A-6

5.4

Cashless Exercise

A-7

5.5

Performance-Based Options

A-7

5.6

Vesting

A-7

A- i

Table of Contents

Page

5.7

ISO Dollar Limitation

A-7

5.8

Exercise Period

A-7

5.9

Award Agreement

A-7

Stock Appreciation Rights

A-7

6.1

Payment in Cash or Shares

A-7

6.2

Maximum SAR Payment

A-7

6.3

Exercise Period

A-7

6.4

Change in Control

A-8

6.5

Dividend Equivalents

A-8

6.6

Performance-Based Stock Appreciation Rights

A-8

6.7

Award Agreement

A-8

6.8

Tandem Stock Appreciation Rights

A-8

6.9

Exercise Period

A-8

6.10

Freestanding Stock Appreciation Rights

A-8

Restricted Shares and Restricted Share Units

A-8

7.1

Number of Shares

A-8

7.2

Consideration

A-8

7.3

Forfeiture/Transfer Restrictions

A-9

7.4

Rights/Dividends and Dividend Equivalents

A-9

7.5

Stock Certificate

A-9

7.6

Performance-Based Restricted Shares or Restricted Share Units

A-9

7.7

Award Agreements

A-9

Deferred Shares

A-9

8.1

Deferred Compensation

A-9

8.2

Consideration

A-9

8.3

Deferral Period

A-9

8.4

Dividend Equivalents and Other Ownership Rights

A-9

8.5

Performance Objectives

A-10

8.6

Award Agreement

A-10

Performance Shares and Performance Units

A-10

9.1

Number of Performance Shares or Units

A-10

9.2

Performance Period

A-10

9.3

Performance Objectives

A-10

9.4

Threshold Performance Objectives

A-10

9.5

Payment of Performance Shares and Units

A-10

9.6

Maximum Payment

A-10

9.7

Award Agreement

A-10

10.

Incentive Cash Awards

A-10

10.1

Cash Payment

A-10

10.2

Terms of Incentive Cash Awards

A-11

10.3

Achievement of Performance Objectives

A-11

10.4

Timing and Form of Payment

A-11

10.5

Discretionary Adjustments

A-11

10.6

Compliance with Plan

A-11

11.

Transferability

A-11

11.1

Transfer Restrictions

A-11

11.2

Limited Transfer Rights

11.3

Restrictions on Transfer

A-11

12.

Adjustments

A-12

13.

Fractional Shares

A-12

14.

Withholding Taxes

A-12

15.

Certain Terminations of Employment, Hardship and Approved Leaves of Absence

A-12

16.

Foreign Participants

A-13

A-ii

Table of Contents

Page

17.

Amendments and Other Matters

A-13

17.1

Plan Amendments

A-13

17.2

Award Deferrals

A-13

17.3

Conditional Awards

A-13

17.4

Repricing Prohibited

A-13

17.5

No Employment Right

A-14

17.6

Tax Qualifications

A-14

18.

Section 409A

A-14

19.

Effective Date

A-15

20.

Termination

A-15

21.

Limitations Period

A-15

22.

Governing Law

A-15

A-iii

Table of Contents

II-VI INCORPORATED

SECOND AMENDED AND RESTATED 2012 OMNIBUS INCENTIVE PLAN

1. Purpose . The purposes of this II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan (the “Plan”) are to optimize the profitability and growth of the Company by providing certain eligible persons with annual and long-term incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future operations of the Company by relating incentive compensation to increases in shareholder value, so that the income of those participating in the Plan is more closely aligned with the income of the Company’s shareholders. The Plan is also designed to provide Participants with an incentive for excellence in individual performance, to promote teamwork among Participants, and to motivate, attract and retain the services of employees, consultants and directors for II-VI Incorporated and its subsidiaries and to provide such persons with incentives and rewards for superior performance.

2. Definitions . As used in this Plan and unless otherwise specified in the applicable Award Agreement, the following terms shall be defined as set forth below :

2.1 “ Award ” means any Option, Stock Appreciation Right, Restricted Shares, Restricted Share Units, Deferred Shares, Performance Shares, Performance Units, or Incentive Cash Award granted under the Plan.

2.2 “ Award Agreement ” means an agreement, certificate, resolution or other form of writing or other evidence approved by the Committee which sets forth the terms and conditions of an Award. An Award Agreement may be in an electronic medium and may be limited to a notation on the Company’s books and records.

2.3 “ Base Price ” means the price to be used as the basis for determining the Spread upon the exercise of a Freestanding Stock Appreciation Right.

2.4 “ Board ” means the Board of Directors of the Company.

2.5 “ Change in Control ” means (i) the consummation of any merger or consolidation as a result of which the Common Stock shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of all or substantially all of the assets of the Company; (ii) the consummation of any merger or consolidation to which the Company is a party as a result of which the “persons” (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than a majority of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation or (iii) any “person” (as defined above) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding securities in a transaction or series of transactions not approved by the Board of Directors. Notwithstanding the foregoing or any provision of this Plan to the contrary, if an Award is subject to Section 409A (and not excepted therefrom) and a Change in Control is a distribution event for purposes of an Award, the foregoing definition of Change in Control shall be interpreted, administered and construed in manner necessary to ensure that the occurrence of any such event shall result in a Change in Control only if such event qualifies as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, as applicable, within the meaning of Treas. Reg. §1.409A-3(i)(5).

2.6 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.7 “ Committee ” means the Compensation Committee of the Board or its successor.

2.8 “ Common Stock ” means the common stock, no par value, of the Company.

A-1

Table of Contents

2.9 “ Company ” means II-VI Incorporated, a Pennsylvania corporation, or any successor corporation.

2.10 “ Consultant ” means any non-Employee independent contractor or other service provider engaged by the Company or a Subsidiary.

2.11 “ Deferral Period ” means the period of time during which Deferred Shares are subject to deferral limitations under Section 8.

2.12 “ Deferred Shares ” means an Award pursuant to Section 8 of the right to receive Shares at the end of a specified Deferral Period.

2.13 “Effective Date” means the date this Plan is approved by the shareholders of the Company.

2.14 “ Employee ” means any person, including an officer, employed by the Company or a Subsidiary.

2.15 “ Fair Market Value ” means the fair market value of the Shares as determined by the Committee from time to time. Unless otherwise determined by the Committee, the fair market value shall be the closing sales price for the Shares reported on a consolidated basis on the Nasdaq National Market (or, if the Shares are not trading on the Nasdaq National Market, on the principle market on which the Shares are trading) on the relevant date or, if there were no sales on such date, the closing sales price on the nearest preceding date on which sales occurred. If the Shares are not reported on the basis of closing sale price, then the average of the highest bid and lowest ask prices shall be used to determine fair market value.

2.16 “ Freestanding Stock Appreciation Right ” means a Stock Appreciation Right granted pursuant to Section 6 that is not granted in tandem with an Option or similar right.

2.17 “ Grant Date ” means the date specified by the Committee on which a grant of an Award shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto.

2.18 “ Incentive Cash Award ” means an award granted pursuant to Section 10, which represents the opportunity to earn a future cash payment tied to the level of achievement with respect to one or more Performance Objectives for a Performance Period established by the Committee.

2.19 “ Incentive Stock Option ” means any Option that is intended to qualify as an “incentive stock option” under Code Section 422 or any successor provision.

2.20 “ Nonemployee Director ” means a member of the Board who is not an Employee.

2.21 “ Nonqualified Stock Option ” means an Option that is not intended to qualify as an Incentive Stock Option.

2.22 “ Option ” means any option to purchase Shares granted under Section 5.

2.23 “ Optionee ” means a Participant who holds an outstanding Option.

2.24 “ Option Price ” means the purchase price payable upon the exercise of an Option.

2.25 “ Participant ” means an Employee, Consultant or Nonemployee Director who is selected by the Committee to receive benefits under this Plan, provided that only Employees shall be eligible to receive grants of Incentive Stock Options.

2.26 “ Performance Objectives ” means the performance objectives established pursuant to this Plan for Participants who have received performance-based Awards. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the

A-2

Table of Contents

individual Participant or the Subsidiary, division, department or function within the Company or Subsidiary in which the Participant is employed. Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based Award shall be limited to any one or more of the following performance criteria, either individually, alternatively or in any combination, and subject to such modifications or variations as specified by the Committee, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured over a period of time including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee: return on equity, diluted or adjusted earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest and taxes, sales, sales growth, gross margin return on investment, increase in the fair market value of the Shares, share price (including, but not limited to, growth measures and total shareholder return), operating profit (including, but not limited to, “bonus operating profit”), net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), inventory turns, financial return ratios, total return to shareholders, market share, earnings measures/ratios, economic value added (EVA), balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, “Employer of Choice” or similar survey results, customer satisfaction surveys, productivity, expense reduction levels, debt, debt reduction, the completion of acquisitions, business expansion, product diversification, new or expanded market penetration and other non-financial operating and management performance objectives. To the extent consistent with Section 162(m) of the Code, the Committee may determine, at the time the performance goals are established, that certain adjustments shall apply, in whole or in part, in such manner as determined by the Committee, to exclude the effect of any of the following events that occur during a performance period: the impairment of tangible or intangible assets; litigation or claim judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; business combinations, reorganizations and/or restructuring programs, including, but not limited to, reductions in force and early retirement incentives; currency fluctuations; and any extraordinary, unusual, infrequent or non-recurring items, including, but not limited to, such items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes thereto appearing in Company’s annual report for the applicable period. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances or individual performance renders the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, upward or downward, as the Committee deems appropriate and equitable; provided, however, that (i) no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan or any award meeting the requirements (or an applicable exception thereto) of Section 162(m), Section 409A or other applicable statutory provision; and (ii) in the case of a Qualified Performance-Based Award, the Committee shall not use its discretionary authority to increase any Award that is intended to be performance-based compensation under Section 162(m) of the Code.

2.27 “ Performance Period ” means the period of time within which the Performance Objectives relating to a performance-based Award must be achieved.

2.28 “ Performance Share ” means a bookkeeping entry that records the equivalent of one Share awarded pursuant to Section 9.

2.29 “ Performance Unit ” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 9.

2.30 “ Predecessor Plans ” means the II-VI Incorporated Stock Option Plan of 2001, the II-VI Incorporated 2005 Omnibus Incentive Plan and/or the II-VI Incorporated 2009 Omnibus Incentive Plan.

A-3

Table of Contents

2.31 “ Qualified Performance-Based Award ” means an Award that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m). The Committee shall designate any Qualified Performance-Based Award as such at the time of grant. For any Qualified Performance-Based Award, performance goals relating to the Performance Objectives shall be pre-established in writing by the Committee, and achievement thereof certified in writing prior to payment of the Award, as required by Section 162(m) and regulations promulgated thereunder. All such performance goals shall be established in writing no later than ninety (90) days after the beginning of the applicable performance period; provided however, that for a performance period of less than one year, the Committee shall take any such actions prior to the lapse of 25% of the performance period. In addition to establishing minimum performance goals below which no compensation shall be payable pursuant to a Performance Award, the Committee, in its discretion, may create a performance schedule under which an amount less than or more than the target award may be paid so long as the performance goals have been achieved.

2.32 “ Restricted Shares ” shall mean an Award of Shares that are granted under and subject to the terms, conditions and restrictions described in Section 7.

2.33 “ Restricted Share Units ” shall mean an Award of the right to receive (as the Committee determines) Shares, cash or other consideration equal to the Fair Market Value of a Share for each Restricted Share Unit, granted under and subject to the terms, conditions and restrictions described in Section 7.

2.34 “ Section 162(m) ” shall mean Section 162(m) of the Code, the regulations and other binding guidance promulgated thereunder, as they may now exist or may be amended from time to time, or any successor to such section.

2.35 “ Section 409A ” shall mean Section 409A of the Code, the regulations and other binding guidance promulgated thereunder, as they may now exist or may be amended from time to time, or any successor to such section.

2.36 “ Separation from Service ” and “ Separate from Service ” shall mean the Participant’s death, retirement or other termination of employment or service with the Company (including all persons treated as a single employer under Section 414(b) and 414(c) of the Code) that constitutes a “separation from service” (within the meaning of Section 409A). For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(h)(3)), the language “at least 20 percent” shall be used instead of “at least 80 percent” in each place it appears. Whether a Participant has Separated from Service will be determined based on all of the facts and circumstances and, to the extent applicable to any Award or benefit, in accordance with the guidance issued under Section 409A. A Participant will be presumed to have experienced a Separation from Service when the level of bona fide services performed permanently decreases to a level less than twenty percent (20%) of the average level of bona fide services performed during the immediately preceding thirty-six (36) month period or such other applicable period as provided by Section 409A.

2.37 “ Shares ” means shares of Common Stock, as adjusted in accordance with Section 11.

2.38 “ Specified Employee ” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company as determined in accordance with the regulations issued under Section 409A and the procedures established by the Company.

2.39 “ Spread ” means, in the case of a Freestanding Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Base Price specified in such right or, in the case of a Tandem Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Option Price specified in the related Option.

A-4

Table of Contents

2.40 “ Stock Appreciation Right ” means a right granted under Section 6, including a Freestanding Stock Appreciation Right or a Tandem Stock Appreciation Right.

2.41 “ Subsidiary ” means a corporation or other entity in which the Company has a direct or indirect ownership or other equity interest, including any such corporation or other entities which become a Subsidiary after adoption of the Plan; provided that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any subsidiary corporation within the meaning of the Code Section 424(f) or any successor provision thereof.

2.42 “ Tandem Stock Appreciation Right ” means a Stock Appreciation Right granted pursuant to Section 6 that is granted in tandem with an Option or any similar right granted under any other plan of the Company.

3. Shares Available Under the Plan; Maximum Awards .

3.1 Reserved Shares . Subject to adjustment as provided in Section 11, the maximum number of Shares that may be delivered pursuant to Awards, including Incentive Stock Options, shall not exceed 4,900,000 Shares plus Shares added to the Plan pursuant to Section 3.3. Such Shares may be Shares of original issuance, Shares held in treasury, or Shares that have been reacquired by the Company.

3.2 Maximum Calendar Year Award . No Participant may receive Options or Stock Appreciation Rights for more than 300,000 Shares in any one fiscal year. With respect to awards intended to qualify as Qualified Performance-Based Awards, no participant may receive: (ii) Performance Shares for more than 100,000 Shares (if denominated in Shares) or $2,000,000 (if denominated in cash) in any one fiscal year; (iii) Performance Units for more than 100,000 Shares (if denominated in Shares) or $2,000,000 (if denominated in cash) in any one fiscal year; (iv) Restricted Shares or Restricted Share Units (denominated in Shares) for more than 100,000 Shares in any one fiscal year; (iv) Restricted Share Units (denominated in cash) for more than $2,000,000 in any one fiscal year; and (iv) Incentive Cash Awards for more than $5,000,000 in any one fiscal year. No Non-Employee Director may receive Awards for more than 20,000 shares in any one fiscal year. The foregoing limitations shall be subject to adjustment as provided in Section 12, but only to the extent that any such adjustment will not affect the status of: (i) any Qualified Performance-Based Award under Section 162(m) of the Code; (ii) any Award intended to qualify as an Incentive Stock Option under Section 422 of the Code; or (iii) any Award intended to comply with, or qualify for an exception to, Section 409A of the Code. Awards paid or settled solely in cash shall not reduce the number of Shares available for Awards.

3.3 Predecessor Plan Options; Forfeitures . Upon the effectiveness of this Plan pursuant to Section 18, no additional options or other awards shall be made pursuant to a Predecessor Plan. To the extent that (i) Options are granted under the Plan, or (ii) any of the options granted under a Predecessor Plan, which are outstanding as of the Effective Date, shall expire or terminate without being exercised, the Shares covered thereby shall remain available under or be added to the Plan, as the case may be. To the extent that Shares underlying Awards made under the Plan shall be forfeited, such Shares shall remain available under the Plan.

4. Plan Administration .

4.1 Authority of Committee . This Plan shall be administered by the Committee, provided that the full Board may at any time act as the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and discretionary authority to decide all matters relating to the administration and interpretation of the Plan, provided, however, that ministerial responsibilities of the Plan (e.g., management of day-to-day matters) may be delegated to the Company’s officers, as set forth in Section 4.2 below. The Committee’s powers include, without limitation, the authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares, or the relative value, to be covered by, or with respect to which payments, rights, or other

A-5

Table of Contents

matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award, including the discretion to determine the extent to which Awards will be structured to conform to the requirements applicable to performance-based compensation described in Section 162(m) of the Code; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Board; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to Awards (except those restrictions imposed by law); (x) correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. All decisions and determinations of the Committee shall be final, conclusive and binding on the Company, the Participant and any and all interested parties. Except to the extent prohibited by applicable law or regulation, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may revoke any such allocation at any time.

4.2 Committee Delegation . Except to the extent prohibited by applicable law or regulation, the Committee may delegate all or any portion of its responsibilities and powers to any person or persons selected by it, and may revoke such delegation at any time. The Committee may, with respect to Participants whom the Committee (i) determines are not likely to be subject to Code Section 162(m) or (ii) who are not directors or executive officers subject to filing requirements of Section 16 of the Exchange Act, delegate to one or more officers of the Company the authority to grant Awards to Participants, provided that the Committee shall have fixed (i) the total number of Shares subject to such Awards (other than Incentive Cash Awards) and (ii) the aggregate amount of cash payments that may be subject to Incentive Cash Awards. No officer to whom administrative authority has been delegated pursuant to this provision may waive or modify any restriction applicable to an award to such officer under the Plan.

4.3 No Liability . No member of the Committee shall be liable to any person for any such action taken or determination made in good faith.

5. Options . The Committee may from time to time authorize grants to Participants of options to purchase Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions:

5.1 Number of Shares . Each grant shall specify the number of Shares to which it pertains.

5.2 Option Price . Each grant shall specify an Option Price per Share, which shall be equal to or greater than the Fair Market Value per Share on the Grant Date.

5.3 Consideration . Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable to the Company, (ii) nonforfeitable, unrestricted Shares owned by the Optionee which have a value at the time of exercise that is equal to the Option Price provided such Shares have been purchased by such Optionee in the open market or have been held by such Optionee for at least six months, (iii) any other legal consideration that the Committee may deem appropriate, including without limitation any form of consideration authorized under Section 5.4, on such basis as the Committee may determine in accordance with this Plan, or (iv) any combination of the foregoing.

A-6

Table of Contents

5.4 Cashless Exercise . To the extent permitted by applicable law, any grant may provide for the deferred payment of the Option Price from the proceeds of the sale through a bank or broker on the date of exercise of some or all of the Shares to which the exercise relates.

5.5 Performance-Based Options . Any grant of an Option may specify Performance Objectives that must be achieved as a condition to the exercise of the Option. Each grant of an Option may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no portion of the Option will be exercisable and may set forth a formula for determining the portion of the Option to be exercisable if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.

5.6 Vesting . Each Option grant may specify a period of continuous employment of the Optionee by the Company or any Subsidiary (or, in the case of a Nonemployee Director, service on the Board) that is necessary before the Options or portions thereof shall become exercisable, and any grant may provide for the earlier exercise of such Option in the event of a Change in Control of the Company or other similar transaction or event.

5.7 ISO Dollar Limitation . Options granted under this Plan may be Incentive Stock Options, Nonqualified Stock Options or a combination of the foregoing, provided that only Nonqualified Stock Options may be granted to Nonemployee Directors. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year (under all plans of the Company) exceeds $100,000 or such other amount limitation as may be provided in the Code, such Options shall be treated as Nonqualified Stock Options. The terms of any Incentive Stock Option granted under this Plan shall comply in all respects with the provisions of Code Section 422, or any successor provision thereto, and any regulations promulgated thereunder.

5.8 Exercise Period . Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter. No Option granted under this Plan may be exercised more than ten years from the Grant Date.

5.9 Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.

6. Stock Appreciation Rights . The Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions:

6.1 Payment in Cash or Shares . Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right may be paid by the Company in cash, Shares or any combination thereof and may (i) either grant to the Participant or reserve to the Committee the right to elect among those alternatives or (ii) preclude the right of the Participant to receive and the Company to issue Shares or other equity securities in lieu of cash.

6.2 Maximum SAR Payment . Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall not exceed a maximum amount specified by the Committee on the Grant Date.

6.3 Exercise Period . Any grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable.

A-7

Table of Contents

6.4 Change in Control . Any grant may specify that a Stock Appreciation Right may be exercised only in the event of a Change in Control of the Company or other similar transaction or event.

6.5 Dividend Equivalents . On or after the Grant Date of any Stock Appreciation Rights, the Committee may, to the extent not inconsistent with Section 162(m) or Section 409A, provide for the payment to the Participant of dividend equivalents thereon in cash or Shares on a current, deferred or contingent basis.

6.6 Performance-Based Stock Appreciation Rights . Any grant of a Stock Appreciation Right may specify Performance Objectives that must be achieved as a condition to the exercise of the Stock Appreciation Right. Each grant of a Stock Appreciation Right may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no portion of the Stock Appreciation Right will be exercisable and may set forth a formula for determining the portion of the Stock Appreciation Right to be exercisable if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives. Subject to the terms of the Plan, Stock Appreciation Rights may be structured as Qualified Performance-Based Awards.

6.7 Award Agreement . Each grant shall be evidenced by an Award Agreement which shall describe the subject Stock Appreciation Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all of the terms and conditions of this Plan and contain such other terms and provisions as the Committee may determine consistent with this Plan.

6.8 Tandem Stock Appreciation Rights . Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem Stock Appreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under any other plan of the Company) is also exercisable and the Spread is positive; and (ii) by surrender of all or a portion of the related Option (or such other right) for cancellation in an amount equal to the portion of the Tandem Stock Appreciation Right so exercised.

6.9 Exercise Period . No Stock Appreciation Right granted under this Plan may be exercised more than ten years from the Grant Date.

6.10 Freestanding Stock Appreciation Rights . Regarding Freestanding Stock Appreciation Rights only:

(i) Each grant shall specify in respect of each Freestanding Stock Appreciation Right a Base Price per Share, which shall be equal to or greater than the Fair Market Value on the Grant Date;

(ii) Successive grants may be made to the same Participant regardless of whether any Freestanding Stock Appreciation Rights previously granted to such Participant remain unexercised; and

(iii) Each grant shall specify the period or periods of continuous employment or service of the Participant by the Company or any Subsidiary that are necessary before the Freestanding Stock Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of such rights in the event of a Change in Control of the Company or other similar transaction or event.

7 . Restricted Shares and Restricted Share Units . The Committee may also authorize grants to Participants of Restricted Shares and Restricted Share Units upon such terms and conditions as the Committee may determine in accordance with the following provisions:

7.1 Number of Shares . Each grant shall specify the number of Shares to be issued to a Participant pursuant to the Award of Restricted Shares or Restricted Shares Units.

7.2 Consideration . Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date.

A-8

Table of Contents

7.3 Forfeiture / Transfer Restrictions . Each grant of Restricted Shares and Restricted Share Units shall specify the duration of the period during which, and the conditions under which, the Restricted Shares or Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards. Restricted Shares and Restricted Share Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except, in the case of Restricted Shares, as provided in the Plan or the applicable Award Agreements.

7.4 Rights/Dividends and Dividend Equivalents . Each grant of Restricted Shares shall constitute an immediate transfer of the ownership of Shares to the Participant in consideration of the performance of services, subject to terms and conditions described in this Section 7 and in the Award Agreement evidencing such Award and shall entitle the Participant to dividend, voting and other ownership rights. Each grant of Restricted Share Units shall constitute a right to receive Shares, cash or other consideration equal to the Fair Market Value of a Share for each Restricted Share Unit granted, subject to the terms and conditions described in this Section 7 and in the Award Agreement evidencing such Award. The Committee may grant dividend equivalent rights to Participants in connection with Awards of Restricted Share Units. The Committee may specify whether such dividend or dividend equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares; provided that, unless otherwise determined by the Committee, dividends and dividend equivalents shall be subject to all conditions and restrictions of the underlying Restricted Shares and Restricted Share Units to which they relate.

7.5 Stock Certificate . At the discretion of the Committee, the Company need not issue stock certificates representing Restricted Shares and such Restricted Shares may be evidenced in book entry form on the books and records of the Company’s transfer agent. If certificates are issued for Restricted Shares, unless otherwise directed by the Committee, all certificates representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to such Shares, shall be held in custody by the Company until all restrictions thereon have lapsed.

7.6 Performance-Based Restricted Shares or Restricted Share Units . Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units. Subject to the terms of the Plan, Restricted Share and Restricted Stock Unit Awards may be structured as Qualified Performance-Based Awards.

7.7 Award Agreements . Each Award of Restricted Shares or Restricted Share Units shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.

8. Deferred Shares . To the extent consistent with the provisions of Section 17 of this Plan, the Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions:

8.1 Deferred Compensation . Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.

8.2 Consideration . Each grant may be made without the payment of additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date.

8.3 Deferral Period . Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such period in the event of a Change in Control of the Company or other similar transaction or event.

8.4 Dividend Equivalents and Other Ownership Rights . During the Deferral Period, the Participant shall not have any right to transfer any rights under the Award, shall not have any rights of

A-9

Table of Contents

ownership in the Deferred Shares and shall not have any right to vote such Deferred Shares, but the Committee may on or after the Grant Date authorize the payment of dividend equivalents on such Deferred Shares in cash or additional Shares on a current, deferred or contingent basis.

8.5 Performance Objectives . Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.

8.6 Award Agreement . Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.

9 . Performance Shares and Performance Units . The Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant only upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:

9.1 Number of Performance Shares or Units . Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.

9.2 Performance Period . The Performance Period with respect to each Performance Share or Performance Unit shall commence on the Grant Date and may be subject to earlier termination in the event of a Change in Control of the Company or other similar transaction or event.

9.3 Performance Objectives . Each grant shall specify the Performance Objectives that must be achieved by the Participant or the Company, as applicable, in order for the Award to be earned. Subject to the terms of the Plan, Performance Share and Performance Unit Awards may be structured as Qualified Performance-Based Awards.

9.4 Threshold Performance Objectives . Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.

9.5 Payment of Performance Shares and Units . Each grant shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Company in cash, Shares or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives.

9.6 Maximum Payment . Any grant of Performance Shares or Performance Units may specify that the amount payable, or the number of Shares issued, with respect thereto may not exceed a maximum specified by the Committee on the Grant Date.

9.7 Award Agreement . Each grant shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance Units are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan.

10. Incentive Cash Awards . The Committee may from time to time authorize grants to Participants of Incentive Cash Awards upon such terms and conditions as the Committee may determine in accordance with the following provisions.

10.1 Cash Payment . Each grant of an Incentive Cash Award will provide a Participant with the opportunity to earn a future payment tied to the level of achievement with respect to one or more Performance Objectives for a Performance Period, as established by the Committee.

A-10

Table of Contents

10.2 Terms of Incentive Cash Awards . The Committee shall establish, as applicable, (a) the threshold, target, and maximum amount of the Incentive Cash Award payable to the Participant, (b) the Performance Objective(s) and level of achievement thereof that will determine the amount of such payment, (c) the term of the Performance Period for which performance will be measured for determining the amount of such payment, (d) the timing of any payment earned by virtue of performance, (e) restrictions on the alienation or transfer of the award prior to actual payment, (f) forfeiture provisions, and (g) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Committee. Subject to the terms of the Plan, Incentive Cash Awards may be structured as Qualified Performance-Based Awards.

10.3 Achievement of Performance Objectives . Each grant of an Incentive Cash Award may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no portion of the Incentive Cash Award will be paid and may set forth a formula for determining the amount of the Incentive Cash Award to be paid if achievement is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.

10.4 Timing and Form of Payment . The Committee shall determine the timing of payment of any Incentive Cash Award. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit an election for the payment of any Incentive Cash Award to be deferred to a specified date or event.

10.5 Discretionary Adjustments . Notwithstanding the satisfaction of any Performance Objectives, the Committee reserves the right, in its sole discretion, to adjust the amount payable under an Incentive Cash Award on account of such factors and/or considerations as the Committee shall deem relevant.

10.6 Compliance with Plan . Each grant of an Incentive Cash Award shall be subject to all of the terms and conditions of this Plan, the applicable Award Agreement, if any, and such other terms and provisions as the Committee may determine consistent with this Plan.

11. Transferability .

11.1 Transfer Restrictions . Except as provided in Section 11.2, no Award granted under this Plan shall be transferable by a Participant other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to transfer an Award in violation of this Plan shall render such Award null and void.

11.2 Limited Transfer Rights . The Committee may expressly provide in an Award Agreement (or an amendment to an Award Agreement) that a Participant may transfer such Award (other than an Incentive Stock Option), in whole or in part, to a spouse or lineal descendant (a “Family Member”), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners are Family Members, or any other entity affiliated with the Participant that may be approved by the Committee. Subsequent transfers of Awards shall be prohibited except in accordance with this Section 11.2. All terms and conditions of the Award, including provisions relating to the termination of the Participant’s employment or service with the Company or a Subsidiary, shall continue to apply following a transfer made in accordance with this Section 11.2.

11.3 Restrictions on Transfer . Any Award made under this Plan may provide that all or any part of the Shares that are to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares or Performance Units, or are no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7, shall be subject to further restrictions upon transfer.

A-11

Table of Contents

12. Adjustments . In the event (a) a stock dividend, stock split, combination or exchange of Shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities or (c) any other corporate transaction or event having an effect similar to any of the foregoing affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits to Participants intended to be made available under the Plan, then the Committee shall, in an equitable manner, make or provide for such adjustments in the (x) number of Shares covered by outstanding Awards granted hereunder, (y) prices per share applicable to Options and Stock Appreciation Rights granted hereunder, and/or (z) kind of shares covered thereby (including shares of another issuer), as the Committee in its sole discretion shall determine in good faith to be equitably required in order to prevent such dilution or enlargement of the benefits or intended benefits to Participants. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may cancel all Awards in exchange for such alternative consideration. If, in connection with any such transaction or event in which the Company does not survive, the amount payable pursuant to any Award, based on consideration per Share to be paid in connection with such transaction or event and the Base Price, Option Price, Spread or otherwise of the Award, is not a positive amount, the Committee may provide for cancellation of such Award without any payment to the holder thereof. The Committee may also make or provide for such adjustments in each of the limitations specified in Section 3 as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 12. The Committee will not, in any case, make any of the following adjustments: (A) with respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code, as from time to time amended, (B) with respect to any Award, no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan’s meeting the requirements of Section 162(m) of the Code, unless otherwise determined by the Board, and (C) with respect to any Award subject to Section 409A, no such adjustment shall be authorized to the extent that such authority would cause the Plan to fail to comply with Section 409A (or an exception thereto).

13. Fractional Shares . The Company shall not be required to issue any fractional Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash.

14. Withholding Taxes . A Participant may be required to pay to the Company, a Subsidiary or any affiliate, and the Company, Subsidiary or any affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant an amount (in cash, Shares, other securities, other Awards or other property) sufficient to cover any federal, state, local or foreign income taxes or such other applicable taxes required by law in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Company may, in its discretion, permit a Participant (or any beneficiary or other Person entitled to act) to elect to pay a portion or all of the amount such taxes in such manner as the Committee shall deem to be appropriate, including, but not limited to, authorizing the Company to withhold, or agreeing to surrender to the Company, Shares owned by such Participant or a portion of such forms of payment that would otherwise be distributed pursuant to an Award. Notwithstanding the foregoing or any provisions of the Plan to the contrary, any broker-assisted cashless exercise shall comply with the requirements for equity classification of Paragraph 35 of FASB Statement No. 123(R) and any withholding satisfied through a net-settlement shall be limited to the minimum statutory withholding requirements.

15. Certain Terminations of Employment, Hardship and Approved Leaves of Absence . Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment or service by reason of death, disability, normal retirement, early retirement with the consent of the Company or leave of absence approved by the Company, or in the event of hardship or other special

A-12

Table of Contents

circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not immediately and fully exercisable, any Restricted Shares or Restricted Share Units as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned, any Shares that are subject to any transfer restriction pursuant to Section 11.3, or any Incentive Cash Award that has not been fully earned, the Committee may in its sole discretion take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation or requirement with respect to any Award under this Plan.

16. Foreign Participants . In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by or perform services for the Company or any Subsidiary outside of the United States of America, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

17. Amendments and Other Matters .

17.1 Plan Amendments . This Plan may be amended from time to time by the Board, but no such amendment shall increase any of the limitations specified in Section 3, other than to reflect an adjustment made in accordance with Section 12, without the further approval of the shareholders of the Company. The Board may condition any amendment on the approval of the shareholders of the Company if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations. Notwithstanding anything to the contrary contained herein, the Committee may also make any amendments or modifications to this Plan and/or outstanding Awards in order to conform the provisions of the Plan or such Awards with Code Section 409A regardless of whether such modification, amendment, or termination of the Plan shall adversely affect the rights of a Participant under the Plan or an Award Agreement.

17.2 Award Deferrals . The Committee may permit Participants to elect to defer the issuance of Shares or the settlement or payment of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. In the case of an award of Restricted Shares, the deferral may be effected by the Participant’s agreement to forego or exchange his or her award of Restricted Shares and receive an award of Deferred Shares. The Committee also may provide that deferred settlements include the payment or crediting of interest on the deferral amounts, or the payment or crediting of dividend equivalents where the deferral amounts are denominated in Shares.

17.3 Conditional Awards . The Committee may condition the grant of any Award or combination of Awards under the Plan on the surrender or deferral by the Participant of his or her right to receive a cash award or other compensation otherwise payable by the Company or any Subsidiary to the Participant.

17.4 Repricing Prohibited . Except in connection with a corporate transaction involving the Company as provided for in Section 12, the terms of an outstanding Option or Stock Appreciation Right may not be amended by the Committee to reduce the exercise price of outstanding Options or Stock Appreciation Rights, or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards, Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights without the approval of the shareholders of the Company.

A-13

Table of Contents

17.5 No Employment Right . This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant’s employment or other service at any time.

17.6 Tax Qualifications . To the extent that any provision of this Plan would prevent any Option that was intended to qualify under particular provisions of the Code from so qualifying, such provision of this Plan shall be null and void with respect to such Option, provided that such provision shall remain in effect with respect to other Options, and there shall be no further effect on any provision of this Plan. Notwithstanding any provision of this Plan to the contrary, if any benefit or Award under this Plan is intended to qualify as performance-based compensation under Code Section 162(m) and the regulations issued thereunder and a provision of this Plan would prevent such benefit or Award from so qualifying, such provision shall be administered, interpreted and construed to carry out such intention (or disregarded to the extent such provision cannot be so administered, interpreted or construed). In no event shall any member of the Board, the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Section 162(m), Section 409A or any other applicable statutory or regulatory provision.

18. Section 409A . Notwithstanding any provision of the Plan or an Award Agreement to the contrary, if any Award or benefit provided under this Plan is subject to the provisions of Section 409A, the provisions of the Plan and any applicable Award Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A or an exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted or construed). The following provisions shall apply, as applicable:

(a) If a Participant is a Specified Employee and a payment subject to Section 409A (and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the death of the Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period in the month following the month containing the six-month anniversary of the date of termination unless another compliant date is specified in the applicable agreement.

(b) For purposes of Section 409A, and to the extent applicable to any Award or benefit under the Plan, it is intended that distribution events qualify as permissible distribution events for purposes of Section 409A and shall be interpreted and construed accordingly. With respect to payments subject to Section 409A, the Company reserves the right to accelerate and/or defer any payment to the extent permitted and consistent with Section 409A. Whether a Participant has Separated from Service or employment will be determined based on all of the facts and circumstances and, to the extent applicable to any Award or benefit, in accordance with the guidance issued under Section 409A. For this purpose, a Participant will be presumed to have experienced a Separation from Service when the level of bona fide services performed permanently decreases to a level less than twenty percent (20%) of the average level of bona fide services performed during the immediately preceding thirty-six (36) month period or such other applicable period as provided by Section 409A.

(c) The Committee, in its discretion, may specify the conditions under which the payment of all or any portion of any Award may be deferred until a later date. Deferrals shall be for such periods or until the occurrence of such events, and upon such terms and conditions, as the Committee shall determine in its discretion, in accordance with the provisions of Section 409A, the regulations and other binding guidance promulgated thereunder; provided, however, that no deferral shall be permitted with respect to Options, Stock Appreciation Rights and other stock rights subject to Section 409A. An election shall be made by filing an election with the Company (on a form provided by the Company) on or prior to December 31st of the calendar year immediately preceding the beginning of the calendar year (or other applicable service period) to which such election relates (or at such other date as may be specified by the Committee to the extent consistent with Section 409A) and shall be irrevocable for such applicable calendar year (or other applicable

A-14

Table of Contents

service period). To the extent authorized, a Participant who first becomes eligible to participate in the Plan may file an election (“Initial Election”) at any time prior to the 30-day period following the date on which the Participant initially becomes eligible to participate in the Plan (or at such other date as may be specified by the Committee to the extent consistent with Section 409A). Any such Initial Election shall only apply to compensation earned and payable for services rendered after the effective date of the Election.

(d) The grant of non-qualified Options, Stock Appreciation Rights and other stock rights subject to Section 409A shall be granted under terms and conditions consistent with Treas. Reg. § 1.409A-1(b)(5) such that any such Award does not constitute a deferral of compensation under Section 409A. Accordingly, any such Award may be granted to Employees and Directors of the Company and its subsidiaries and affiliates in which the Company has a controlling interest. In determining whether the Company has a controlling interest, the rules of Treas. Reg. § 1.414(c)-2(b)(2)(i) shall apply; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(b)(5)(iii)(E)(i)), the language “at least 20 percent” shall be used instead of “at least 80 percent” in each place it appears. The rules of Treas. Reg. §§ 1.414(c)-3 and 1.414(c)-4 shall apply for purposes of determining ownership interests.

(e) In no event shall any member of the Board, the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Section 409A.

19. Effective Date . This Plan shall become effective upon its approval by the shareholders of the Company.

20. Termination . No Award shall be granted from and after the tenth anniversary of the date upon which this Plan is approved by the shareholders of the Company or after such date that the Board shall have adopted a resolution terminating the Plan. This Plan shall remain in effect with respect to Awards outstanding at that time.

21. Limitations Period . Any person who believes he or she is being denied any benefit or right under the Plan may file a written claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its designated agent, will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within ninety (90) days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision is final and conclusive and binding on all persons. No lawsuit relating to the Plan may be filed before a written claim is filed with the Committee and is denied or deemed denied and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

22. Governing Law . The validity, construction and effect of this Plan and any Award hereunder will be determined in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to conflict of laws.

A-15

Exhibit 10.02

SHERRARD, GERMAN & KELLY SECONDMENT ENGAGEMENT LETTER

November 6, 2015

Mr. Francis J. Kramer

Chairman of the Board & CEO

II-VI Incorporated

375 Saxonburg Boulevard

Saxonburg, PA 16056-9499

Walter R. Bashaw II

Sherrard, German & Kelly, P.C.

Suite 300

610 Smithfield Street

Pittsburgh, PA 15222

Re:

Terms of Engagement for Secondment of Walter R. Bashaw II
as Interim General Counsel for II-VI Incorporated

Gentlemen:

This letter sets forth the terms pursuant to which Walter R. Bashaw II (“Mr. Bashaw”) will be seconded to II-VI Incorporated (“II-VI”) as Interim General Counsel of II-VI commencing effective December 1, 2015 (the “Effective Date”), for up to two years while continuing some limited duties as a lawyer in the private practice of law at, and Managing Shareholder and Director of, Sherrard, German & Kelly, P.C. (“SGK”). Pursuant to Pennsylvania Rule of Professional Conduct 1.8(a), II-VI is advised that it should seek the advice of independent legal counsel not affiliated with SGK with regard to the terms of the secondment arrangement set forth herein. By signing below, II-VI agrees to the terms set forth herein and acknowledges that it has obtained independent counsel to advise it on such terms.

Scope of Services: Mr. Bashaw’s primary task as Interim General Counsel shall be to establish an in-house office of general counsel within II-VI’s corporate environment and to help II-VI find and hire a permanent General Counsel. In addition, as Interim General Counsel, Mr. Bashaw will also handle the typical day-to-day affairs of a public company’s general counsel office, such as deciding which matters to handle in-house and which matters to assign to outside counsel, selection of appropriate outside counsel for such matters, management of outside counsel, management of all other attorneys currently employed by II-VI and such other matters of a legal nature as may be required by II-VI. Mr. Bashaw acknowledges that, as Interim General Counsel, he is a fiduciary of II-VI.

It is expected that Mr. Bashaw will usually spend four (4) days a week at II-VI’s offices and one day a week at the offices of SGK. This arrangement may be adjusted from time to time as may be agreed upon by the parties hereto. To the extent that Mr. Bashaw engages in the practice of law for other SGK clients or engages in the administration of SGK (collectively, the “SGK Services”), he shall avoid using II-VI’s servers for any such purpose (including the Company’s email and voicemail) but will, instead, make other appropriate arrangements so as to avoid the comingling of data associated with SGK Services on the servers and other devices (such as computers, laptop computers, tablet computers and smart phones) belonging to or used on behalf of II-VI. Mr. Bashaw may keep as a convenience a limited number of physical files

related to the SGK Services in a separately locked cabinet in or near his office at II-VI (to which only he and his assistant shall have a key), but it is expected that the volume of such physical files shall be kept to a bare minimum.

Fees & Costs: In exchange for Mr. Bashaw’s services under this secondment arrangement, for the period described under “Term” below II-VI will pay SGK (a) thirty three thousand three hundred thirty three dollars and thirty three cents ($33,333.33) per month in cash (the “Base Monthly Fee”) and (b) ten thousand dollars ($10,000.00) per month in cash subject to the achievement of performance objectives to be mutually agreed (the “Performance Monthly Fee” and together with the Base Monthly Fee, the “Monthly Secondment Fee”). On or about the first anniversary of the Effective Date, the amount of the Monthly Secondment Fee may be adjusted as SGK and II-VI may agree. SGK acknowledges that, in exchange for his services, Client is also granting Mr. Bashaw equity in II-VI pursuant to separate agreements containing such terms as they shall mutually agree.

The reasonably incurred costs and expenses associated with Mr. Bashaw’s services as Interim General Counsel shall be borne by II-VI including, (i) approved travel expenses and (ii) mileage expenses at the applicable federal rate per mile to and from Mr. Bashaw’s home and II-VI’s offices in Saxonburg on the days he travels there, and payable either directly by II-VI to Mr. Bashaw or advanced by SGK (and billed through to II-VI) as determined by II-VI and SGK.

Nothing herein contained or implied shall at any time be so construed as to create the relationship of employee and employer between II-VI and Mr. Bashaw or the relationship of a partnership or joint venture between II-VI and SGK. In light of that relationship the parties agree that Mr. Bashaw will not be an employee of II-VI for employee benefit, withholding of income taxes and employment tax purposes. Payment to SGK of the Monthly Secondment Fee constitutes the sole compensation to SGK for services rendered hereunder by Mr. Bashaw as Interim General Counsel. SGK shall be responsible for payment of any applicable taxes on the Monthly Secondment Fee.

The secondment arrangement described in this letter is separate and apart from any and all other matters assigned to other SGK professionals at present (or in the future). Such other matters shall continue to be billed to and paid by II-VI in the manner in which such matters have been billed and paid in the past, with the exception that none of Mr. Bashaw’s time on such matters shall, from the Effective Date, be included in the computation of invoices for such services. All services by Mr. Bashaw for II-VI shall be deemed covered by the secondment arrangement described in this letter.

Term: This secondment arrangement shall terminate on the second anniversary of the Effective Date or at such earlier time as the permanent general counsel hired by II-VI has completed the transition allowing him or her to take over the positions of II-VI’s permanent General Counsel. Notwithstanding the foregoing sentence, this secondment arrangement may be terminated by II-VI at any time for any reason. In the event of such termination II-VI shall have no obligation to make any further payments to SGK except for any unpaid portion of the Monthly Secondment Fee that relates to the period prior to termination. II-VI consents to Mr. Bashaw and SGK deferring or ceasing work on II-VI’s behalf and to the withdrawal of Mr.

-2-

Bashaw as Interim General Counsel and SGK withdrawing from any other matter in which it represents II-VI, if payment is not received within 60 days of the invoice date or if II-VI’s conduct causes SGK or Mr. Bashaw to conclude that they should withdraw as counsel under any circumstance permitted or required by the Rules of Professional Conduct.

Bills: Invoices for services will be sent to II-VI in the form of a monthly invoice consistent with past practices and shall be payable within 30 days of II-VI’s receipt of the invoice.

Conflicts of Interest: We have commenced a check for possible conflicts of interest and have not discovered any matters which we believe would raise a conflict of interest except for the matters described below:

Every counterparty with whom Mr. Bashaw and the other employee attorneys of II-VI deal will be identified and added to the SGK conflicts system as an adverse party to II-VI in a supplemental conflict of interest check. A potential conflict hit will have to be resolved by waivers or by the retention of other counsel to represent II-VI on that particular matter.

Because of his continuing association with SGK as well as receiving some share of the revenue paid by II-VI to SGK, II-VI recognizes and waives the personal conflict of interest raised by Mr. Bashaw representation of II-VI’s interests with regard to such issues as:

(i)

deciding which legal matters of II-VI will be assigned to SGK;

(ii)

reviewing whether the legal work performed by SGK for II-VI is satisfactory;

(iii)

approval of increases in SGK’s hourly rates charged to II-VI;

(iv)

consideration of alternative fee arrangements between II-VI and SGK; and

(v)

the review and payment of SGK’s invoices to II-VI (to name a few).

In order to manage and minimize the foregoing potential personal conflicts of interest, final decisions on the items described in parts (iii), (iv) and (v) above shall be made by II-VI’s Chief Executive Officer, President and Chief Operating Officer or Chief Financial Officer (collectively, the “II-VI Officers”): with such input from Mr. Bashaw as any of the II-VI Officers shall deem appropriate. Mr. Bashaw shall have primary authority to decide and evaluate items described in parts (i) and (ii) above but shall also regularly report on such decisions and evaluations (and the reasons therefor) to the President and Chief Operating Officer and such other persons as the Chief Executive Officer of II‑VI shall direct.

-3-

Mr. Bashaw and SGK shall cooperate with any reasonable procedures established by II-VI to allow an independent director, senior officer and/or II-VI’s outside auditor or attorney (other than SGK) the ability to review the foregoing tasks from time to time so as to confirm that Mr. Bashaw has not taken unfair advantage of his powers with regard to the assignment and monitoring of outside counsel to benefit unfairly or improperly himself or SGK at the expense of II-VI.

Corporate Officer Indemnification and Insurance: II-VI agrees that it shall enter into an indemnification agreement (consistent with the terms of Exhibit A hereto) which indemnifies Mr. Bashaw and SGK (to the extent a claim is made against SGK on account of services rendered to II-VI by Mr. Bashaw in his capacity as Interim General Counsel) as though he was a full-time corporate officer of II-VI. In addition, II-VI agrees that it shall take all steps necessary to add Mr. Bashaw as an additional insured on all liability insurance provided to directors, officers and employees of II-VI (including directors & officers liability insurance, employment practices liability insurance, management liability insurance and the like) through an appropriate endorsement or rider on such policies, and II-VI shall also arrange to obtain insurance to cover any alleged professional malpractice of Mr. Bashaw for his services as Interim General Counsel.

Legal Fees . Each of SGK and II-VI shall be responsible for one-half of the fees and costs charged by Saul Ewing LP in connection with its services through the Effective Date in representing Mr. Bashaw in establishing the relationship of Interim General Counsel to II-VI, payable within 15 days of the Effective Date.

If you are aware of any facts which may give rise to a conflict of interest, please contact us immediately.

Sincerely,

Sherrard, German & Kelly, P.C.

/s/ Eric C. Springer

By: Eric C. Springer

Vice President

Read and accepted this 6th day of November, 2015

II-VI Incorporated

By: /s/ Francis J. Kramer

Print Name: Francis J. Kramer

Print Title: Chairman of the Board & CEO

Read and accepted this 6th day of November, 2015

By: /s/ Walter R. Bashaw II

Walter R. Bashaw II

-4-

Exhibit 31.01

CERTIFICATIONS

I, Francis J. Kramer, certify that:

I have reviewed this quarterly report on Form 10-Q of II-VI Incorporated;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 8, 2016	By:	/s/ Francis J. Kramer
		Francis J. Kramer
		Chairman and Chief Executive Officer

Exhibit 31.02

CERTIFICATIONS

I, Mary Jane Raymond, certify that:

I have reviewed this quarterly report on Form 10-Q of II-VI Incorporated;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 8, 2016	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer and Treasurer

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of II-VI Incorporated (the “Corporation”) on Form 10-Q for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Corporation certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: February 8, 2016	By:	/s/ Francis J. Kramer
		Francis J. Kramer
		Chairman and Chief Executive Officer

*	This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.

Exhibit 32.02

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: February 8, 2016	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer and Treasurer

*	This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.