EX-99.1

•

Except

for

historical

information,

the

matters

discussed

this

presentation

may contain forward-looking statements that are subject to risks and

uncertainties. These risks and uncertainties could cause the forward-

looking statements and II-VI Incorporated’s (the Company’s) actual results

to differ materially. In evaluating these forward-looking statements, you

should specifically consider various factors, including the factors listed in

the “Risk Factors”

section of the Company’s most recent annual report filed

on Form 10-K and most recent quarterly reports filed on Form 10-Q. These

factors may cause the Company’s results to differ materially from any

forward-looking statement. Forward-looking statements are only estimates

and actual events or results may differ materially.

•

II-VI Incorporated disclaims any obligation to update information contained

in any forward-looking statement.

•

This presentation contains certain non-GAAP financial measures.

Reconciliations of non-GAAP financial measures to their most comparable

GAAP financial measures are presented at the end of this presentation.

Safe Harbor Statement

Industrial

46%

Military

Optical

Communication

Life Sciences:

Non U.S.

57%

Infrared

Optics

36%

Near –

Infrared

28%

Military &

Materials

Advanced

Products Group

Markets

Geography

Segments

FY13 Revenues of $558M by

Markets, Geography and Segments

Founded:

1971

Headquarters:

Saxonburg

Pennsylvania, USA

Profitability:

41 consecutive years since

1973, and counting

Listing:

October 1987

on NASDAQ: IIVI

Employees:

~ 6,400 worldwide

Locations:

Worldwide presence in over

14 countries

Businesses:

14 businesses organized into

5 reportable segments

Focus:

Growth; AACGR of 17% in

revenues and 18% in

earnings since 1987

EBITDA Margin:

20% to 26%, FY10-FY13

History and Overview

19%

17%

U.S.

43%

19%

22%

Semi. Cap. Equip.: 4%

All Other: 5%

At a Glance

Acquisitions/Purchase Price Since 2001

2001

Laser Power

Corporation (EEO)

$46M

Military & Materials

2005

Marlow Industries

$30M

Advanced Products Group

2007

PRM

$5M

Military & Materials

HIGHYAG (75%)

$4M

Infrared Optics

2008

2010

Photop Technologies

$94M

Near-Infrared Optics

2011

Max Levy Autograph

$13M

Military & Materials

2012

Aegis Lightwave

$46M

Near-Infrared Optics

2013

M Cubed Technologies

$74M

Advanced Products Group

Thin Film Filter Business &

Interleaver Product Line

from Oclaro

$27M

Near-Infrared Optics

LightWorks Optics

$34M

Military & Materials

2014

HIGHYAG (25%)

$9M

Infrared Optics

Semiconductor Laser Business

from Oclaro

$100M

Active Optical Products Group

Oclaro’s Fiber

Amplifier & Micro-

Optics business

$89M

Active Optical

Products Group

Note: Chart above lists acquisition name, purchase price and II-VI segment alignment for each acquisition.

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Disciplined approach to acquisitions

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Identify targets whose products/technologies complement the

Company’s existing platforms and enable sustained growth

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15 acquisitions totaling approx. $600M in purchase price since 2001

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Transaction valued at $100M; $92M cash paid at closing and

$8M held-back for traditional post-closing conditions.

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Business expected to generate approx. $70M in revenues for

9.5 months and be dilutive to earnings in FY14 including

$0.06 for acquisition charges.

•

Acquired the Zurich, Switzerland-based semiconductor laser business of Oclaro, Inc.

on September 12, 2013.

FY14 Acquisitions: II-VI Laser Enterprise

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Industry-leading laser component systems supplier for

fiber and direct diode lasers for material processing,

medical, consumer and fiber optic applications.

High-power lasers for material processing

Vertical cavity surface emitting lasers (VCSELS)

Pump lasers for optical amplifiers for both

terrestrial and submarine applications

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Acquisition Rationale

Strengthens II-VI’s existing portfolio of engineered materials solutions

Broadens II-VI portfolio of differentiated components for high-power

laser systems

Establishes a semiconductor laser platform

Opens up new large growing markets

–

•

Acquired Fiber Amplifier and Micro-Optics business of Oclaro,

Inc. on November 1, 2013.

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Complete offering of optical amplifiers comprised of erbium

doped fiber amplifiers used to boost brightness of optical

signals and offer compact amplification for ultra-long haul, long

haul and metro telecom networks.

•

Acquisition Rationale

Leverage laser pump product line acquired from Oclaro

Significant synergies with our Photop business unit with a

complementary product portfolio

Opens up growing markets

Leading market position

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Transaction valued at $88.6M; $79.6M paid at closing; $4M held

back for traditional post-closing conditions and remaining $5M

previously paid on September 12, 2013.

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Business expected to generate approx. $60M in revenues for 8

months and be neutral to slightly dilutive to earnings.

FY14

Acquisitions:

II-VI

Network

Solutions

–

Acquisition Integration Roadmap

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Objective is to become one of the largest merchant suppliers of high-end

semiconductor laser products and opto-electronic components.

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Leverages our 40 plus years expertise in engineered material capabilities

and high power laser components to participate in the fiber and direct

diode laser markets.

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Provides new product capabilities matching future needs of network

equipment manufacturers and the carriers serving for 100G and other

applications.

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Broader and deeper telecommunications component and subsystem

portfolio teaming with our Photop group’s expansive passive component

portfolio.

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Continued utilization of our Asian manufacturing footprint to drive

increased yields and throughputs while lower our operating cost structure.

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Invest in research and development to expand our offerings and leverage

our patent portfolio of approximately 400 patents.

EBITDA is defined as earnings before interest, taxes, depreciation and amortization.

Margin History and Expectations

FY14

FY15-16

Gross Margin

34% to 37%

36% to 40%

EBITDA Margin

16% to 18%

18% to 21%

Operating Margin

10% to 11%

11% to 13%

Expectation Ranges:

Margin

Impacted in FY12 and

FY13 by inventory

write-downs of Te and

Se and Thailand

flooding in FY12

FY09

FY10

FY11

FY12

FY13

39.7%

39.0%

41.1%

36.1%

35.4%

21.2%

21.0%

25.9%

21.3%

20.2%

16.4%

15.0%

19.6%

13.5%

11.6%

Gross Margin %

EBITDA Margin %

Operating Margin %

ZnS & ZnSe Material Growth

Vertically Integrated Manufacturing

Laser Tools

Crystal Growth: Zinc Selenide (ZnSe), Zinc Sulfide (ZnS) and CVD Diamond

Manufacturing Operations: U.S., China, Singapore and Germany

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Leading supplier of optics, components and materials to

manufacturers and users of infrared/CO

lasers

•

85% -

90% of revenues come from replacement optics needed for

the worldwide installed base of over 65,000 high power (>1kW)

lasers

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CVD Diamond Optics for EUV Lithography systems is a growth

driver for this business

II-VI Infrared

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Manufactures fiber-coupled beam delivery systems and processing

tools for industrial lasers at 1 micron wavelength, including fiber lasers

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Increased ownership to 100% in July 2013, previously owned 75%

HIGHYAG

FY13 Revenues:

$203M

FY13 Segment Earnings (% of Revenue)

24%

End Markets:

Industrial

95%

Military

Est. Market Size:

$560M

Infrared Optics

Near-Infrared Optics

Micro-Optics and Components

Tunable Optical Devices

FY13 Revenues:

$155M

FY13 Segment Earnings (% of Revenue)

13%

End Markets:

Optical Comm.

70%

Industrial

20%

Other

10%

Est. Market Size:

$1.6B

Crystal Growth: Yttrium Vanadate (YVO

), Yttrium Lithium Fluoride

(YLF) and Yttrium Aluminum Garnett (YAG)

Manufacturing Operations: China, Vietnam, U.S., and Australia

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Manufacturer of crystal material, optics, microchip lasers, opto-

electronic modules, tunable optical channel monitors, fiber couplers

and fiber combiners

•

Products include passive optical components such as WDM modules,

dispersion compensation modules, switches, isolators and wavelength

lockers for wired (10G/40G/100G) and wireless applications

Photop Advanced Coating Center

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Purchased from Oclaro, Inc. in December 2012

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Manufacturer of thin film filters for both telecommunications and life

science markets

Photop and Aegis

Military & Materials

Infrared Search &Track (IRST)

Sapphire and IR Window Assemblies / Dome

Assemblies / Optical Assemblies

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Acquired LightWorks Optics (LWO) in December 2012

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Merged the operations of EEO and LWO to form LightWorks

Optical Systems, Inc. (LWOS); will accelerate synergies between

these two groups

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Precision optical systems and components including visible,

infrared and laser-based systems and components for

applications such as targeting, navigation and thermal imaging

systems

•

Leader in sapphire based products, including panels for Joint

Strike

Fighter’s

Optical

Targeting

System

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Produces micro-fiber conductive mesh patterns enabling EMI

protection for military aircraft, land vehicles and missiles

Military

(LWOS, MLA & VLOC)

Military

100%

FY13 Revenues:

$104M

FY13 Segment Loss (% of Revenues)

(6)%

EMI Shielding & Signature Absorption

Materials

(PRM)

Industrial

75%

Alternative Energy

25%

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Discontinued the tellurium and selenium chemical businesses;

reduces earnings volatility from declines in raw material index pricing

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Focus will be to provide selenium metal to II-VI Infrared Optics for its

crystal growth production; original strategic driver that underpinned

our acquisition of PRM in 2007

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Will concentrate on its rare earth element production capabilities

with its newly restructured contract with its customer

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Recorded impairment charge of PP&E and inventory write-offs of

$4.4M or $0.07 per share-diluted in FY13 for the discontinued

businesses

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Q1 FY14 restored profitability for the first time since September 2011.

Rare Earth Element Production

Manufacturing Operations: Philippines

Military & Materials (cont.)

Selenium Metal Production

Advanced Products Group

SiC Wafer Growth & Fabrication

Ceramic & Metal Matrix Composite Components

Thermoelectric Devices

Materials and Process Development

Crystal Growth: Bismuth Telluride, Silicon Carbide, Reaction Bonded

Silicon Carbide and Metal Matrix Composites

Manufacturing Operations: U.S., Vietnam and China

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Leader in thermoelectric cooling and power generation solutions

Marlow

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Develops advanced materials and ceramics manufacturing

processes in the fields of Metal Matrix Composites and Reaction

Bonded Silicon Carbide

M Cubed

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Manufactures single crystal silicon carbide substrates for

wireless infrastructure, RF electronics and power switching

industries

WBG

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Provides expertise in materials and process development and

manufacturing scale-up

WMG

FY13 Revenues:

$96M

FY13 Segment Earnings (% of Revenues)

End Markets:

Semiconductor

25%

Industrial

15%

Military

20%

Consumer

10%

Optical Comm.

20%

Life Sciences

10%

Est. Market Size:

$1B

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Purchased from Oclaro, Inc. in September 2013

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Manufacturer of GaAs semiconductor lasers with industry leading

reliability and power performance

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Products include: fiber coupled multi-emitter pumps for fiber

lasers, high power direct diode bars and stacks, high-speed VCSELs

and 980 nm terrestrial and submarine pumps

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End Markets: 60% Industrial and 40% Optical Communication

Active Optical Products

Products: Erbium-doped and Raman Fiber Amplifiers, Micro-optics

Components, GaAs Semiconductor Lasers, 980 nm Pumps, VCSELs

Operations: US, Switzerland, China, Thailand (Contract

Manufacturing), Malaysia (Contract Manufacturing)

•

Purchased from Oclaro, Inc. in November 2013

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World leader in regeneration products for Optical Communication

Networks including Erbium Doped and Raman Fiber Amplifiers

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Products include single channel gain blocks, variable gain amps,

fast transient controlled amps, subsystem rack-mounts and

subsystem line-cards

•

End Market: 100% Optical Communication

II-VI Laser Enterprise

II-VI Network Solutions

End Markets:

Optical Communication

75%

Industrial

25%

Est. Market Size:

$6B

II-VI Network Solutions

II-VI Laser Enterprise

($000’s, except %’s; all periods fiscal year)

Reconciliation of EBITDA to Net Earnings

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

EBITDA

33,974

46,389

55,156

67,539

79,940

61,850

72,443

130,311

113,800

112,786

Interest expense

412

945

1,790

1,007

242

178

103

212

1,160

Depreciation and amortization

9,632

12,705

15,784

15,849

15,524

15,354

21,039

28,446

34,693

40,929

Income taxes

7,080

8,525

10,541

12,241

24,936

7,407

12,582

18,744

17,620

18,766

Goodwill impairment

17,630

Gain on sale of equity investment

(26,455)

Loss (earnings) on discontinued operations, net of taxes

(487)

959

(1,383)

476

1,425

2,077

Net earnings

17,337

23,255

10,794

37,966

64,268

36,834

38,735

83,018

61,275

51,931

Revenues

142,679

187,242

223,626

254,684

316,191

292,222

345,091

502,801

534,630

558,396

Reconciliation of EBITDA Margin to Return on Sales

2009

2010

2011

2012

2013

EBITDA margin

21.2%

21.0%

25.9%

21.3%

20.2%

As a % of revenues:

Interest expense

0.1%

0.0%

0.2%

Depreciation and amortization

5.3%

6.1%

5.7%

6.5%

7.3%

Income taxes

2.5%

3.6%

3.7%

3.3%

3.4%

Goodwill impairment

Gain on sale of equity investment

0.0%

Loss on discontinued operations, net of taxes

0.7%

Return on sales

12.6%

11.2%

16.5%

11.5%

9.3%

12.6%

11.3%

16.6%

11.5%

9.3%

Reconciliation of Free Cash Flow to Cash Flow from Operations

2009

2010

2011

2012

2013

Free cash flow

33,356

58,583

32,635

45,229

82,334

Capital expenditures

15,557

13,837

40,859

42,840

25,273

Cash flow from operations

48,913

72,420

73,494

88,069

107,607

Non-GAAP Reconciliations

($000’s, except %’s)

Non-GAAP Reconciliations, contd.

12/31/2011

3/31/2012

6/30/2012

9/30/2012

12/31/2012

3/31/2013

6/30/2013

9/30/2013

EBITDA

124,922

118,962

113,800

107,251

112,634

114,783

112,786

111,616

Interest expense

184

198

212

189

335

736

1,160

1,607

Depreciation and amortization

31,599

33,455

34,693

35,454

37,095

39,125

40,929

43,694

Income taxes

15,543

16,639

17,620

15,915

20,564

18,458

18,766

17,822

Net earnings

77,596

68,670

61,275

55,693

54,640

54,464

51,931

48,493