8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 19, 2010

II-VI Incorporated
(Exact name of registrant as specified in its charter)

Pennsylvania	0-16195	25-1214948
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant's telephone number, including area code:   (724) 352-5211

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
	[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On January 19, 2010 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated January 19, 2010

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	II-VI Incorporated (Registrant)
Date: January 19, 2010	By:	/s/ FRANCIS J. KRAMER Francis J. Kramer President and Chief Executive Officer
Date: January 19, 2010	By:	/s/ CRAIG A. CREATURO Craig A. Creaturo Chief Financial Officer and Treasurer

Exhibit Index
99.1	Press release dated January 19, 2010

EX-99

EXHIBIT 99.1

II-VI Incorporated Reports Second Quarter Earnings, Increases Fiscal Year 2010 Guidance

PITTSBURGH, Pa., Jan. 19, 2010 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq:IIVI) today reported results for its second quarter ended December 31, 2009.

On January 4, 2010, the Company announced that it had completed its acquisition of Photop Technologies, Inc. (Photop). The initial consideration consisted of cash of $45.6 million and 1,145,852 shares of II-VI Incorporated common stock. In addition, the purchase agreement provides up to $12.0 million of additional cash earn-out opportunities based upon Photop achieving certain agreed upon financial targets in calendar years 2010 and 2011. The final purchase price will be subject to customary closing adjustments, including working capital adjustments. The results for the quarter and six months ended December 31, 2009 do not include any operating results of Photop, but they do include certain Photop transaction related expenses as described below.

Bookings from continuing operations for the quarter increased 16% to $78,311,000 compared to $67,337,000 in the second quarter of last fiscal year. Bookings from continuing operations for the six months ended December 31, 2009 increased 7% to $151,647,000 from $141,632,000 for the same period last fiscal year.  Bookings are defined as customer orders received that are expected to be converted into revenues during the next 12 months.

Revenues from continuing operations for the quarter decreased 7% to $68,785,000 from $74,278,000 in the second quarter of last fiscal year.  Revenues from continuing operations for the six months ended December 31, 2009 decreased 17% to $134,323,000 from $162,044,000 for the same period last fiscal year.

For the quarter ended December 31, 2009, net earnings attributable to II-VI Incorporated were $5,981,000 or $0.20 per share-diluted compared with net earnings of $8,359,000 or $0.28 per share-diluted in the second quarter of last fiscal year. For the six months ended December 31, 2009, net earnings attributable to II-VI Incorporated were $12,287,000 or $0.41 per share-diluted compared with net earnings of $25,854,000 or $0.85 per share-diluted in the second quarter of last fiscal year. Included in net earnings attributable to II-VI Incorporated for the quarter and six months ended December 31, 2009 were transaction related expenses attributable to the Company’s acquisition of Photop of approximately $1.3 million, after-tax, or approximately $0.04 per share-diluted, which are required to be expensed under current accounting standards.

Francis J. Kramer, president and chief executive officer said, “We continue to be encouraged by the increasing demand for our products as evidenced by bookings received during the quarter ended December 31, 2009. Total bookings were up 16% from the same quarter last year and 7% from the quarter ended September 30, 2009. Bookings in the Infrared Optics segment increased 15% this quarter compared with the September 30, 2009 quarter. Our order backlog increased by more than $9.5 million which provides more visibility about the future.”

Kramer continued, “We continue to generate significant cash from operations and we used some of it to make prudent capital expenditures; even so, our net cash position increased by $11.0 million during the quarter. In early January 2010, we used cash on hand to fund our initial investment in Photop Technologies, Inc. Long term, we look forward to building on Photop’s impressive line of photonics products while expanding their geographic availability. Short term, we expect Photop to add $29 million to $31 million II-VI consolidated revenues for the six months ending June 30, 2010.”

Kramer concluded, “As a result of our improving order board, we are increasing our revenue and earnings outlook for the fiscal year ending June 30, 2010. Our updated guidance assumes additional revenue and earnings growth in the Infrared Optics business during the second half of this fiscal year as the recovery in orders we experienced during the first half begins to gain traction.”

Effective July 1, 2009, the Company adopted Noncontrolling Interest in Consolidated Financial Statements – an amendment of ARB No.51 which was retroactively applied to all periods presented. As announced on June 12, 2009, the Company sold its x-ray and gamma-ray radiation sensor business, eV PRODUCTS, Inc., which operated as a business within the Compound Semiconductor Group. Results for the three and six month periods ended December 31, 2008 reflect the presentation of eV PRODUCTS as a discontinued operation.

Segment Information from Continuing Operations ($000’s)

The following segment information includes segment earnings from continuing operations (defined as earnings from continuing operations before income taxes, interest expense and other expense or income, net). Management believes segment earnings are a useful performance measure because they reflect the results of segment performance over which management has direct control. Included in segment earnings of the Company’s Near-Infrared Optics segment for the three and six months ended December 31, 2009 were approximately $1.7 million, pre-tax, of transaction related expenses attributable to the Company’s acquisition of Photop.

		Three Months Ended December 31,					Six Months Ended December 31,
		2009		2008	% Increase (Decrease)		2009		2008	% Increase (Decrease)
Bookings:
Infrared Optics	$	32,444	$	33,476	(3)%	$	60,614	$	73,654	(18)%
Near-Infrared Optics		11,603		8,231	41%		24,331		17,996	35%
Military & Materials		18,488		12,823	44%		37,491		24,455	53%
Compound Semiconductor Group		15,776		12,807	23%		29,211		25,527	14%
Total Bookings	$	78,311	$	67,337	16%	$	151,647	$	141,632	7%
Revenues:
Infrared Optics	$	31,186	$	34,054	(8)%	$	60,353	$	77,284	(22)%
Near-Infrared Optics		10,280		12,223	(16)%		19,181		25,903	(26)%
Military & Materials		15,162		13,541	12%		30,804		29,000	6%
Compound Semiconductor Group		12,157		14,460	(16)%		23,985		29,857	(20)%
Total Revenues	$	68,785	$	74,278	(7)%	$	134,323	$	162,044	(17)%
Segment Earnings:
Infrared Optics	$	5,164	$	9,717	(47)%	$	10,040	$	20,090	(50)%
Near-Infrared Optics		86		2,479	(97)%		1,108		5,156	(79)%
Military & Materials		1,503		1,006	49%		3,758		3,887	(3)%
Compound Semiconductor Group		445		853	(48)%		788		2,544	(69)%
Total Segment Earnings	$	7,198	$	14,055	(49)%	$	15,694	$	31,677	(50)%

Outlook

For the third fiscal quarter ending March 31, 2010, the Company currently forecasts revenues to range from $85.0 million to $87.0 million and earnings per share attributable to II-VI Incorporated to range from $0.26 to $0.29. Comparable results for the quarter ended March 31, 2009 were revenues from continuing operations of $64.1 million and earnings per share from continuing operations of $0.23. For the fiscal year ending June 30, 2010, the Company expects revenues to range from $306 million to $311 million and earnings per share to range from $0.97 to $1.03. Comparable results for the year ended June 30, 2009 were revenues from continuing operations of $292 million and earnings per share from continuing operations of $1.29. The above forecasts of revenues and earnings per share attributable to II-VI Incorporated for the third fiscal quarter ending March 31, 2010 and the fiscal year ending June 30, 2010 include the anticipated results of Photop, the Company’s recent acquisition c ompleted on January 4, 2010.

As discussed in more detail below, actual results may differ from these forecasts due to various factors including, but not limited to, changes in product demand, competition and general economic conditions.

Webcast Information

The Company will host a conference call at 9:00 a.m. Eastern Time on Tuesday, January 19, 2010 to discuss these results. The conference call will be broadcast live over the internet and can be accessed by all interested parties from the Company’s web site at www.ii-vi.com as well as at http://tinyurl.com/yapp4ba . Please allow extra time prior to the call to visit the site and, if needed, to download the media software required to listen to the internet broadcast. A replay of the webcast will be available for 2 weeks following the call.

About II-VI Incorporated

II-VI Incorporated, the worldwide leader in crystal growth technology, is a vertically-integrated manufacturing company that creates and markets products for a diversified customer base including industrial manufacturing, military and aerospace, high-power electronics and telecommunications, and thermoelectronics applications. Headquartered in Saxonburg, Pennsylvania, with manufacturing, sales, and distribution facilities worldwide, the Company produces numerous crystalline compounds including zinc selenide for infrared laser optics, silicon carbide for high-power electronic and microwave applications, and bismuth telluride for thermoelectric coolers.

In the Company's infrared optics business, II-VI Infrared manufactures optical and opto-electronic components for industrial laser and thermal imaging systems, and HIGHYAG Lasertechnologie GmbH (HIGHYAG) manufactures fiber-delivered beam delivery systems and processing tools for industrial lasers.  In the Company's near-infrared optics business, VLOC manufactures near-infrared and visible light products for industrial, scientific, military and medical instruments and laser gain materials and products for solid-state YAG and YLF lasers.  Photop Technologies, Inc. (Photop) manufactures crystal materials, optics, microchip lasers and opto-electronic modules for use in optical communication networks and other diverse consumer and commercial applications. In the Company’s military & materials business, Exotic Electro-Optics (EEO) manufactures infrared products for military applications, and Pacific Rare Specialty Metals & Chemicals (PRM) produces and refines selenium and tellurium m aterials. In the Company's Compound Semiconductor Group, the Wide Bandgap Materials (WBG) group manufactures and markets single crystal silicon carbide substrates for use in the solid-state lighting, wireless infrastructure, RF electronics and power switching industries; Marlow Industries, Inc. (Marlow) designs and manufactures thermoelectric cooling and power generation solutions for use in defense, space, photonics, telecommunications, medical, consumer and industrial markets; and the Worldwide Materials Group (WMG) provides expertise in materials development, process development and manufacturing scale up.

This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009; (iii) the purchasing patterns from customers and end-users; (iv) the timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; and/or (vi) the Company’s ability to devise and execute strategies to respond to market conditions.

II-VI Incorporated and Subsidiaries

Condensed Consolidated Statements of Earnings (Unaudited)

(000 except per share data)

	Three Months Ended December 31,				Six Months Ended December 31,
		2009		2008		2009		2008
Revenues
Net sales:
Domestic	$	36,429	$	39,009	$	70,300	$	81,170
International		30,518		33,298		60,258		76,092
		66,947		72,307		130,558		157,262
Contract research and development		1,838		1,971		3,765		4,782
Total Revenues		68,785		74,278		134,323		162,044
Costs, Expenses, Other Expense (Income)
Cost of goods sold	$	41,254	$	41,299	$	79,643	$	89,472
Contract research and development		1,125		1,609		2,404		3,841
Internal research and development		2,287		3,116		4,722		6,307
Selling, general and administrative		16,921		14,199		31,860		30,747
Interest expense		19		57		43		82
Other expense (income), net		(205)		2,837		(132)		2,602
Total Costs, Expenses, Other Expense (Income)		61,401		63,117		118,540		133,051
Earnings from Continuing Operations Before Income Taxes		7,384		11,161		15,783		28,993
Income Taxes		1,400		2,782		3,500		3,063
Earnings from Continuing Operations		5,984		8,379		12,283		25,930
Income (Loss) from Discontinued Operation, Net of Income Taxes		--		20		--		(3)
Net Earnings		5,984		8,399		12,283		25,927
Less: Net Earnings (Loss) Attributable to Noncontrolling Interests		3		40		(4)		73
Net Earnings Attributable to II-VI Incorporated	$	5,981	$	8,359	$	12,287	$	25,854
Net Earnings Attributable to II-VI Incorporated: Diluted Earnings Per Share:
Continuing operations	$	0.20	$	0.28	$	0.41	$	0.85
Discontinued operation	$	--	$	0.00	$	--	$	(0.00)
Consolidated	$	0.20	$	0.28	$	0.41	$	0.85
Net Earnings Attributable to II-VI Incorporated: Basic Earnings Per Share:
Continuing operations	$	0.20	$	0.28	$	0.42	$	0.87
Discontinued operation	$	--	$	0.00	$	--	$	(0.00)
Consolidated	$	0.20	$	0.28	$	0.42	$	0.87
Average Shares Outstanding – Diluted		30,063		29,988		29,973		30,344
Average Shares Outstanding – Basic		29,576		29,677		29,562		29,809

II-VI Incorporated and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

($000)

		December 31, 2009		June 30, 2009
Assets
Current Assets
Cash and cash equivalents	$	116,459	$	95,930
Accounts receivable		39,201		43,109
Inventories		72,588		76,620
Deferred income taxes		8,340		9,705
Prepaid and other current assets		5,537		4,943
Total Current Assets		242,125		230,307
Property, Plant & Equipment, net		85,498		86,413
Goodwill		26,192		26,141
Other Intangible Assets, net		11,615		12,271
Investments		15,654		9,548
Other Assets		5,166		3,602
Total Assets	$	386,250	$	368,282
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	9,846	$	9,242
Accruals and other current liabilities		22,396		22,821
Total Current Liabilities		32,242		32,063
Long-Term Debt		3,227		3,665
Deferred Income Taxes		1,359		1,910
Other Liabilities		9,182		7,773
Total Liabilities		46,010		45,411
Shareholders’ Equity
Total II-VI Incorporated Shareholders’ Equity		339,822		322,376
Noncontrolling Interests		418		495
Total Shareholders’ Equity		340,240		322,871
Total Liabilities and Shareholders’ Equity	$	386,250	$	368,282

II-VI Incorporated and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

($000)

	Six Months Ended
	December 31,
	2009		2008
Cash Flows from Operating Activities
Net cash provided by (used in):
Continuing operations	$	31,250	$	12,916
Discontinued operation		--		(598)
Net cash provided by operating activities		31,250		12,318
Cash Flows from Investing Activities
Additions to property, plant and equipment		(6,691)		(9,255)
Investment in unconsolidated businesses		(2,989)		(4,834)
Payments on deferred purchase price of business		(997)		(787)
Proceeds from sale of property, plant and equipment		148		181
Redemption of marketable securities		--		3,000
Net cash used in investing activities:
Continuing operations		(10,529)		(11,695)
Discontinued operation		--		(348)
Net cash used in investing activities		(10,529)		(12,043)
Cash Flows from Financing Activities
Proceeds on long-term debt		--		7,000
Payments on long-term debt		(558)		(2,000)
Proceeds from exercise of stock options		536		1,574
Purchase of treasury stock		--		(12,880)
Excess tax benefits from share-based compensation expense		154		1,251
Net cash provided by (used in) financing activities		132		(5,055)
Effect of exchange rate changes on cash and cash equivalents		(324)		3,353
Net increase (decrease) in cash and cash equivalents		20,529		(1,427)
Cash and Cash Equivalents at Beginning of Period		95,930		69,835
Cash and Cash Equivalents at End of Period	$	116,459	$	68,408

II-VI Incorporated and Subsidiaries

Other Selected Financial Information

($000 except per share data)

The following other selected financial information for continuing operations includes earnings from continuing operations before interest, income taxes, depreciation and amortization (EBITDA). Management believes EBITDA from continuing operations is a useful performance measure because it reflects operating profitability before certain non-operating expenses and non-cash charges.

Other Selected Financial Information for Continuing Operations

	Three Months Ended December 31,				Six Months Ended December 31,
		2009		2008		2009		2008
EBITDA	$	11,461	$	15,077	$	23,914	$	36,777
Cash paid for capital expenditures	$	4,144	$	4,548	$	6,691	$	9,255
Net payments (borrowings) on indebtedness	$	--	$	(5,000)	$	558	$	(5,000)
Share-based compensation expense, pre-tax	$	1,670	$	1,015	$	4,103	$	2,557
Cash paid for shares repurchased through the Company’s stock repurchase program	$	--	$	12,880	$	--	$	12,880
Shares repurchased through the Company’s stock repurchase program		--		500,000		--		500,000

Reconciliation of Segment Earnings and EBITDA to Earnings Before Income Taxes	Three Months Ended December 31,				Six Months Ended December 31,
		2009		2008		2009		2008
Total Segment Earnings	$	7,198	$	14,055	$	15,694	$	31,677
Interest expense		19		57		43		82
Other (income) expense, net		(205)		2,837		(132)		2,602
Earnings before income taxes	$	7,384	$	11,161	$	15,783	$	28,993
EBITDA	$	11,461	$	15,077	$	23,914	$	36,777
Interest expense		19		57		43		82
Depreciation and amortization		4,058		3,859		8,088		7,702
Earnings before income taxes	$	7,384	$	11,161	$	15,783	$	28,993

CONTACT:  II-VI Incorporated
          Craig A. Creaturo, Chief Financial Officer and Treasurer
          724-352-4455
          ccreaturo@ii-vi.com