Coherent (COHR) 10-K risk factor changes: FY2022 vs FY2020

We continue to make investments in programs with the goal of gaining a greater share of end markets using semiconductor lasers and other components, including those used for 3D [removed: sensing] [added: sensing, power electronics] and emerging 5G technology.

A widespread health [removed: crises] [added: crisis] could materially and adversely affect our business, financial condition, and results of operations.

In the early stages of the outbreak of the global novel coronavirus (COVID-19) in 2020, we closely monitored the impact of the COVID-19 pandemic on all aspects of our business, including the impact to our suppliers, customers, and employees, as well as [added: the impact to the countries and markets in which we operate.]

It is even more difficult to estimate growth or contraction in various parts, sectors, and regions of the economy, including the industrial, aerospace and defense, optical communications, telecommunications, semiconductor, consumer, [removed: and medical] [added: microelectronics, precision manufacturing, instrumentation,] and life science markets in which we participate.

For example, factors that may affect our operating results include disruption in the credit and financial markets in the United States, Europe, and elsewhere, adverse effects of slowdowns in the U.S., European, [removed: or] Chinese [added: or other Asian] economies, reductions or limited growth in consumer spending or consumer credit, global trade tariffs, and other adverse economic conditions that may be specific to the Internet, e-commerce, and payments industries.

[removed: Some systems that use our products are complex in design, and our] [added: Our] products may contain defects that are not detected until deployed, which could increase our costs, reduce our revenues, cause us to lose key customers, or expose us to litigation related to our products.

Our customers may [added: also] discover defects in our products after the products have been fully deployed and operated under peak stress conditions.

Further, given the volatility of exchange rates, we may not be able to effectively manage our currency risks, and any volatility in currency exchange rates may increase the price of our products in local currency to our foreign customers or [removed: increase the manufacturing cost of our products, either of which may have an adverse effect on our financial condition, cash flows, and profitability.]

[added: Consequently, we expect to continue to consider] strategic acquisition of businesses, products, or technologies complementary to our business.

We [added: expect to expand and diversify our operations with additional acquisitions, but we] may be unable to identify or complete prospective acquisitions for many reasons, including increasing competition from other potential acquirers, the effects of consolidation in our industries, and potentially high valuations of acquisition candidates.

- difficulties in consolidating facilities and transferring processes and know-how; [removed: and]

- diversion of management’s attention from other business [removed: concerns.][added: concerns; and]

- [removed: In] [added: actions we may take in] connection with acquisitions, [removed: we may:][added: such as:]

[removed: ◦use] [added: ◦using] a [removed: signification] [added: significant] portion of our available cash;

[removed: ◦issue] [added: ◦issuing] equity securities, which would dilute current shareholders’ percentage ownership;

[removed: ◦incur] [added: ◦incurring] significant debt;

[removed: ◦incur] [added: ◦incurring] or assume contingent liabilities, known or unknown, including potential lawsuits, infringement actions, or similar liabilities;

[removed: ◦incur] [added: ◦incurring] impairment charges related to goodwill or other intangibles; and

[removed: ◦face] [added: ◦facing] antitrust or other regulatory inquiries or actions.

- the retention of, and possible decrease in business from, existing [removed: customers][added: customers;]

We are subject to complex and rapidly changing import and export regulations which could limit our sales and decrease our [removed: profitability.][added: profitability and we may be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations]

[removed: We] [added: Additionally, we] are subject to the passage of and changes in the interpretation of regulation by U.S. government entities at the federal, state, and local levels and by non-U.S. agencies, including, but not limited to, the following:

In April 2018, for example, the U.S. Department of Commerce issued a denial [added: order against two companies in the telecommunications market.]

Failure to obtain export licenses for these shipments, or having one or more of our customers be restricted from receiving exports from us, could significantly reduce our revenue and materially adversely affect our business, financial condition, and results of [removed: operations.]

Our current credit agreement [removed: restricts] [added: and any other credit or similar agreements into which we may enter in the future may restrict] our operations, particularly our ability to respond to changes or to take certain actions regarding our business.

Our [removed: amended and restated] credit agreement, dated as of [removed: September 24, 2019,] [added: July 1, 2022,] by and among us, [removed: Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and] the [removed: other] lenders [removed: party thereto] [added: and other parties thereto, and JP Morgan Chase Bank, NA, as administrative agent and collateral agent] (the [removed: “Credit] [added: “New Credit] Agreement”) contains a number of restrictive covenants that may impose operating and financial restrictions on us and limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to incur indebtedness, grant liens, undergo certain fundamental changes, [added: fund non-US operations,] dispose of assets, make certain investments, enter into certain transactions with affiliates, and make certain restricted payments, in each case subject to limitations and exceptions set forth in the [added: New] Credit Agreement.

The [added: New] Credit Agreement also contains customary events of default that include, among other things, certain payment defaults, covenant defaults, cross-defaults to other indebtedness, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults.

Furthermore, if we are unable to repay the amounts due and payable under the [added: New] Credit Agreement, those lenders could proceed against the collateral granted to them to secure that indebtedness, which could force us into bankruptcy or liquidation.

Any acceleration of amounts due under the [added: New] Credit Agreement would likely have a material adverse effect on us.

In the event that a third party were successful in a claim that one of our processes infringed its proprietary rights, we could be required to pay substantial damages or royalties, or spend substantial amounts in order to obtain a license or modify processes so that they [removed: no longer infringe such proprietary rights.]

A significant portion of our business [removed: is dependent on] [added: may be subject to] cyclical [removed: industries.][added: market factors.]

We have in place [removed: an] emergency response plans with respect to our generation and use of the hazardous [removed: substances] [added: gases, which include] hydrogen selenide, hydrogen sulfide, arsine, [added: phosphine,] and [removed: phosphine.][added: silane.]

Special attention has been given to all procedures pertaining to these gaseous materials to minimize the chance of [removed: its] accidental release into the [removed: atmosphere.][added: atmosphere and to provide for an integrated system for monitoring and mitigating risk.]

As of June 30, [removed: 2021,] [added: 2022,] we had approximately [removed: $1.4] [added: $2.3] billion of outstanding indebtedness on a consolidated basis.

- making it [removed: more] difficult for us to satisfy [added: all of] our obligations with respect to our debt, or to our trade or other creditors;

Our future tax rates could be affected by changes in the composition of earnings in countries with differing tax rates or changes in tax [removed: laws.][added: laws as well as changes in our current or future global corporate structure.]

We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations [added: and Competent Authority processes] to [added: determine the adequacy of our provision for income taxes.]

Our success [removed: depends on our ability] [added: requires us] to attract, retain, and develop key personnel and [removed: requires continued] [added: maintain] good relations with our employees.

[removed: As we seek to expand our sales to existing customers and acquire new customers, we may be] required to agree to terms and conditions that are favorable to our customers and that may affect the timing of our ability to recognize revenue, increase our costs, and have an adverse effect on our business, financial condition, and results of operations.

[removed: We] [added: Some of our business units] depend [added: from time to time] on large purchases from a few significant customers, and any loss, cancellation, reduction, or delay in purchases by these customers could harm [removed: our] [added: the longevity of the] business.

As a result of the technological complexity of our products, in particular our excimer laser annealing tools used in the flat panel display market, changes in our or our suppliers’ manufacturing processes or the inadvertent use of defective materials by us or our suppliers could result in a material adverse effect on our ability to achieve acceptable manufacturing yields and product reliability.

We have acquired several companies, including Finisar Corporation (“Finisar”) in September 2019 and Coherent in July 2022.

We manufacture products in numerous countries worldwide.

The long sales cycles for many of our products may cause us to incur significant expenses.

Customers often view the purchase of our products as a significant and strategic decision.

As a result, customers typically expend significant effort in evaluating, testing and qualifying our products before making a decision to purchase them, resulting in a lengthy design-in sales cycle.

While our customers are evaluating our products and before they place an order with us, we may incur substantial sales and marketing and research and development expenses to customize our products to the customers’ needs.

We may also expend significant management efforts, increase manufacturing capacity and increase inventory of long lead-time components or materials prior to receiving an order.

Even after this evaluation process, a potential customer may not purchase our products.

As a result, these long sales cycles may cause us to incur significant expenses without ever receiving revenues to offset such expenses.

Some of our products, particularly in the OLED display industry, require designs and specifications that are at the cutting-edge of available technologies and change frequently to meet rapidly evolving market demands.

By their very nature, the types of components used in such products can be difficult and unpredictable to manufacture and may only be available from a single supplier, which increases the risk that we may not obtain such components in a timely manner.

Identifying alternative sources of supply for certain components could be difficult and costly, result in management distraction in assisting our current and future suppliers to meet our and our customers' technical requirements, and cause delays in shipments of our products while we identify, evaluate and test the products of alternative suppliers.

Any such delay in shipment would result in a delay or cancellation of our ability to convert such order into revenues.

Furthermore, financial or other difficulties faced by these suppliers or significant changes in demand for these components or materials could limit their availability.

We continue to consolidate our supply base and move supplier locations.

When we transition locations, we may increase our inventory of such products as a "safety stock" during the transition, which may cause the amount of inventory reflected on our balance sheet to increase.

Additionally, many of our customers rely on sole source suppliers.

In the event of a disruption of our customers' supply chain, orders from our customers could decrease or be delayed.

Furthermore, we have historically relied exclusively on our own production capability to manufacture certain strategic components, crystals, semiconductor lasers, fiber, lasers and laser-based systems.

We also manufacture certain large format optics.

Because we manufacture, package and test these components, products and systems at our own facilities, and such components, products and systems are not readily available from other sources, any interruption in manufacturing would adversely affect our business.

Delays in transportation of products and possible shortages of critical raw materials, parts, equipment and other resources may adversely affect our results of operations.

Current challenges in global shipping and other aspects of commercial transportation, such as congestion in ports, a shortage in containers and a general lack of space on ships and trucks, have adversely impacted our operations.

Because of this ongoing situation, we face a risk of continued supply chain disruptions.

Additionally, our revenues and collections also may be adversely affected by transportation delays that could have a negative impact on the timing of payments that we receive under our sales arrangements.

If these issues continue beyond the short term, our overall supply chain and our revenues derived from our sales flow could be adversely impacted.

We participate in the microelectronics market, which requires significant research and development expenses to develop and maintain products and a failure to achieve market acceptance for our products could have a significant negative impact on our business and results of operations.

The microelectronics market is characterized by rapid technological change, frequent product introductions, the volatility of product supply and demand, changing customer requirements and evolving industry standards.

The nature of this market requires significant research and development expenses to participate, with substantial resources invested in advance of material sales of our products to our customers in this market.

Additionally, our product offerings may become obsolete given the frequent introduction of alternative technologies.

In the event either our customers’ or our products fail to gain market acceptance, or the microelectronics market fails to grow, it would likely have a significant negative effect on our business and results of operations.

There are risks associated with our participation in the flat panel display market, including as a result of there being a relatively limited number of end customer manufacturers.

In the flat panel display market, it is unclear when the timing will be, or whether it will occur at all, for any further build-out of fabs for the manufacture of OLED screens, and there are a relatively limited number of manufacturers who are the end customers for our annealing products.

Given macroeconomic conditions, varying consumer demand and technical process limitations at manufacturers, we may see fluctuations in orders, including periods with no or few orders, and our customers may seek to reschedule or cancel orders.

Additionally, challenges in meeting evolving technological requirements for these complex products by us and our suppliers could result in delays in shipments and rescheduled or cancelled orders by our customers.

This could negatively impact our backlog, timing of revenues and results of operations.

- disruption in our own ability to produce and ship products, including components we use in the production of other products;

We have modified our business practices for the continued health and safety of our employees - including, among other things, implementing a remote work policy to the fullest extent possible, a limited travel policy, the distribution of and mandatory use of personal protective equipment, reorganizing and adjusting the timing of manufacturing personnel shifts, temperature monitoring for entering our facilities, and a social distancing policy - and we may take further actions, or be required to take further actions, that are in the best interests of our employees.

Our suppliers, distributors and customers have also implemented similar measures, which has resulted in, and we expect it will continue to result in, disruptions or delays and higher costs.

the impact to the countries and markets in which we operate.

Consequently, we expect to continue to consider

We have in the past acquired several companies, including the completion of our acquisition of Finisar Corporation (“Finisar”) in 2019.

We may continue to expand and diversify our operations with additional acquisitions, such as our pending acquisition of Coherent, Inc. (“Coherent”).

We manufacture products in Australia, China, Germany, Malaysia, the Philippines, Singapore, South Korea, Sweden, Switzerland, the United Kingdom, the United States, and Vietnam, and through a contract manufacturer in Thailand.

We also maintain direct sales offices in Belgium, Canada, China, Germany, Hong Kong, Italy, Japan, South Korea, Switzerland, Taiwan, and the United Kingdom.

order against two companies in the telecommunications market.

We may not be able to settle conversions of our convertible senior notes in cash or repurchase the notes in accordance with their terms.

Holders of our outstanding 0.25% Convertible Senior Notes due 2022 (the “2022 Notes”) and the 0.50% Convertible Senior Notes due 2036 issued by Finisar (the “2036 Notes”) have the right to require us to repurchase all or a portion of their convertible notes for cash upon the occurrence of a fundamental change (as defined in the respective indentures governing such notes) at a repurchase price equal to 100% of the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest.

Holders of the 2036 Notes also have the right to require Finisar to repurchase all or a portion of their 2036 Notes for cash on certain specified dates at a repurchase price equal to 100% of the principal amount of the 2036 Notes to be

repurchased, plus accrued and unpaid interest.

The next such repurchase date for the 2036 Notes is December 15, 2021.

In addition, upon conversion of such convertible notes, we will be required to make cash payments in respect of such convertible notes being converted.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of surrendered convertible notes or pay cash with respect to convertible notes being converted.

In addition, our ability to repurchase or to pay cash upon conversion of our convertible notes may be limited by law, regulatory authority, or agreements governing our future indebtedness.

Our failure to repurchase convertible notes at a time when the repurchase is required or to pay any cash upon conversion of the convertible notes as required would constitute a default under the applicable indenture.

A default under the applicable indenture or the fundamental change itself also could lead to a default under agreements governing our existing credit facility or any of our other current or future indebtedness.

If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the convertible notes or to pay cash upon conversion of any such convertible notes.

Changes in laws and regulations governing data privacy and data protection could have a material adverse impact on our business.

We are subject to many data privacy, data protection, and data breach notification laws, including the European Union General Data Protection Regulation (GDPR), which became effective in 2018.

While we have taken measures to assess the requirements of, and to comply with, the GDPR, as well as new and existing data-related laws and regulations of other jurisdictions, these measures may be challenged, including by authorities that regulate data-related compliance.

We could incur significant expense in facilitating and responding to investigations, and if the measures we have taken prove to be inadequate, we could face fines, penalties, or damages, and incur reputational harm, which could have a material adverse impact on our business.

Changes in tax laws or tax rulings may have a significantly adverse impact on our effective tax rate.

determine the adequacy of our provision for income taxes.

Risks Relating to Our Pending Acquisition of Coherent

The market prices of our securities after completion of our pending acquisition of Coherent may be affected by factors different from those currently affecting the markets for our securities or securities issued by Coherent.

Our business differs from that of Coherent.

Accordingly, our results of operations and the market price of our securities after the completion of our pending acquisition of Coherent may be affected by factors different from those currently affecting the independent results of operations of each company.

In addition, the issuance of shares of our common stock as part of the merger consideration payable in connection with the acquisition could on its own have the effect of depressing the market prices for our securities, including our common stock and our 6.00% Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”).

Further, many Coherent stockholders may decide not to hold the shares of our common stock that they receive as merger consideration.

Other Coherent stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of our common stock that they receive as merger consideration.

Any such sales of our common stock could have the effect of depressing the market prices for our securities

There can be no assurance that we will be able to secure the funds necessary to pay the cash portion of the merger consideration payable in our acquisition of Coherent, in a timely manner or at all.

We intend to finance part of the cash portion of the merger consideration payable in our acquisition of Coherent with the proceeds of debt financing.

To this end, we have entered into a debt commitment letter (the “Debt Commitment Letter”) containing commitments for a senior secured term loan “A” facility in an aggregate principal amount of $850 million, a senior secured term loan “B” facility in an aggregate principal amount of $2,800 million, a senior secured revolving credit facility in an aggregate principal amount of $350 million and a senior unsecured bridge loan facility in an aggregate principal amount of $1,125 million.

We have not entered into any definitive agreement for this debt financing or other financing arrangements in lieu thereof, and the obligation of the lender to provide the debt financing under the Debt Commitment Letter is subject to a number of customary conditions.

There is a risk that these conditions will not be satisfied and the debt financing may not be available when required.

We also intend to finance part of the cash portion of the merger consideration with the proceeds of equity investments made by BCPE Watson (DE) SPV, LP, an affiliate of Bain Capital Private Equity, LP (“BCPE”).

To this end, on March 30, 2021, we entered into an amended and restated investment agreement (the “Investment Agreement”) with BCPE.

On March 31, 2021, we issued and sold 75,000 shares of a new Series B-1 Convertible Preferred Stock, no par value (“Series B-1 Preferred Stock”), to BCPE for an aggregate purchase price of $750 million.

II-VI Incorporated (“II-VI,” the “Company,” “we,” “us” or “our”), a [removed: worldwide] [added: global] leader in [removed: engineered materials] [added: materials, networking] and [removed: opto-electronic components,] [added: lasers,] is a vertically integrated manufacturing company that [removed: develops innovative products] [added: develops, manufactures and markets engineered materials, optoelectronic components and devices, and lasers] for [added: use in] industrial materials processing, [added: optical] communications, aerospace and defense, consumer electronics, semiconductor capital equipment, [removed: life sciences] [added: medical diagnostics] and [added: life sciences,] automotive [removed: end markets.][added: applications, machine tools, consumer goods and medical device manufacturing.]

[removed: The Company] [added: II-VI] produces a wide variety of [added: lasers, along with] application-specific photonic and electronic materials and components, and deploys them in various forms, including [removed: integration] [added: integrated] with advanced [removed: software.][added: software to enable its customers.]

See Note [removed: 11.][added: 4.]

[removed: Pending] [added: -] Acquisition [added: and Background] of Coherent, [removed: Inc.][added: Inc.]

For fiscal year [removed: 2021,] [added: 2022,] the fair values of the reporting units were determined using a discounted cash flow analysis with projected financial information based on our most recently completed long-term strategic planning processes and also considers the current financial performance compared to our prior projections of the reporting [removed: units.][added: units, as well as a market analysis.]

As of June 30, [removed: 2021,] [added: 2022,] no reporting units are at risk for impairment.

In response to the global spread of COVID-19, governments at various levels have [removed: implemented] [added: implemented, and may continue to implement,] unprecedented response measures.

Overall, the COVID-19 pandemic [removed: has] [added: and related factors have] significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.

Certain of the measures taken in response to the COVID-19 pandemic have adversely affected, and could in the future [added: continue to] materially adversely impact, our business, results of operations, financial condition and stock price.

In particular, the COVID-19 pandemic continues to have a significant impact on global [removed: markets due to resulting] [added: trade, which has resulted in] supply chain and production [removed: disruptions, workforce and travel restrictions.][added: disruptions impacting our business.]

The full extent of the impact of the COVID-19 pandemic and the related responses on our operational and financial performance [removed: is currently] [added: remains] uncertain and will depend on many factors outside our control, including, without limitation, the duration and severity of the pandemic, the imposition of protective public safety measures, and the impact of the pandemic [added: and related factors] on the global economy as a whole and, in particular, demand for our products.

For additional information regarding the risks that we face as a result of the COVID-19 pandemic, please see Item [removed: 1A, Risk Factors, in Part I of this Form 10-K.][added: 1A.]

Further, to the extent [added: that] the COVID-19 pandemic adversely affects our business and financial results, it also may have the effect of heightening many of the other risks described in the risk factors in Item 1A of this [added: Annual Report on] Form 10-K.

[removed: The] [added: As of June 30, 2022, the] Company [removed: aligns its organizational structure into] [added: was aligned along] the following two reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Compound Semiconductors and (ii) Photonic Solutions.

| [removed: | | | | | |] Year Ended June [removed: 30, 2021] [added: 30,] | | | | | | [added: 2022] | | | | | | [removed: Year Ended June 30, 2020] [added: 2021] | | | | | | [added: 2020] | | |

| Cost of goods sold | | | | | | [removed: 1,890] [added: 2,051] | | | | | | [removed: 61] [added: 62] | | [removed: %] | | | | [removed: 1,561] [added: 1,928] | | | | | | [removed: 66] [added: 62] | | [removed: %] |

| Selling, general and administrative | | | | | | [removed: 484] [added: 474] | | | | | | [removed: 16] [added: 14] | | | | | | [removed: 441] [added: 445] | | | | | | [removed: 19] [added: 14] | | |

Revenues. Revenues for the year ended June 30, 2021 increased 30% to $3,106 million, compared to $2,380 million for [removed: the prior] fiscal [removed: year.][added: year 2020.]

Revenue for 2021 was a record with growth across all end markets compared to the same period [removed: last] [added: in] fiscal [removed: year.][added: year 2020.]

Communications, our largest vertical, grew 30% compared to the same period [removed: last] [added: in the prior] year.

This [removed: growth] [added: increase] was due to a full year of Finisar [added: Corporation ("Finisar")] revenue, strong demand across transceivers, including 200/400G products, as well as other optical communications products.

Our [removed: Industrial] [added: industrial] business grew 11% compared to the same period [removed: last] [added: in the prior] year, due to strong growth in both "CO 2" and one micron laser components.

Gross margin. Gross margin for the year ended June 30, [removed: 2021] [added: 2022] was [removed: $1,216] [added: $1,265] million, or [removed: 39%,] [added: 38%,] of total revenues, compared to [removed: $820] [added: $1,177] million, or [removed: 34%] [added: 38%] of total revenues, for the same period last fiscal year.

Gross margin was negatively impacted in the [removed: prior] [added: in fiscal] year [added: 2020] by the effects of purchase accounting on inventory, an increased value of $87.7 million related to the fair value adjustment of the acquired Finisar inventory.

Internal research and development. Company-funded [removed: internal research and development (“IR&D”)] [added: IR&D] expenses for the fiscal year ended June 30, 2021 were $330 million, or 11% of revenues, compared to $339 million, or [removed: 14%.][added: 14% of revenues, fiscal year 2020.]

The IR&D expenses [removed: are] [added: were] primarily related to the Company continuing to invest in new products and processes across all its businesses including investments in high speed datacom and telecom transceivers, high speed integrated circuits (ICs), 5G technology, 3D sensing, [removed: indium phosphide semiconductor lasers, gallium arsenide semiconductor lasers, silicon carbide semiconductor technology, and other emerging market trends.]

Selling, general and administrative. [removed: Selling, general and administrative (“SG&A”)] [added: SG&A] expenses for the year ended June 30, [removed: 2021] [added: 2022] were [removed: $484] [added: $474] million, or [removed: 16%] [added: 14%] of revenues, compared to [removed: $441] [added: $445] million, or [removed: 19%] [added: 14%] of revenues, last fiscal year.

The Company incurred transaction and integration costs relating to the acquisitions of Finisar, Ascatron [added: AB ("Ascatron")] and [removed: Innovion,] [added: INNOViON Corporation ("Innovion"),] the [removed: pending] acquisition of Coherent, increased stock compensation due to the increased II-VI stock price, as well as the SG&A from the operations of Ascatron and Innovion.

Interest and other, net. Interest and other, net for the year ended June 30, 2021 was expense of $50 million compared to expense of $103 million [removed: last] fiscal [removed: year,] [added: year 2020,] or a decrease of $53 million year over year.

The decrease compared to [added: the] prior fiscal year [removed: is] [added: was] driven by lower levels of debt outstanding, due to the Term Loan B being repaid with funds from the July 2020 equity raise, as well as gains of $7 million and $11 million recognized in relation to the Innovion acquisition and the Preferred Series B forward sale agreement, respectively.

There were foreign currency losses of $6 million for the year ended June 30, 2021 due to the volatility in the foreign exchange market, compared to $8 million of losses for the year ended June [removed: 30,2020.][added: 30, 2020.]

Income taxes. The Company’s year-to-date effective income tax rate at June 30, 2021 was 16%, compared to an effective tax rate of (5)% [removed: last] [added: in the prior] fiscal year.

The [removed: current fiscal year’s] effective tax rate [added: in fiscal year 2021] was lower than statutory rates because of favorable research and development incentives in certain jurisdictions and stock option exercise benefits from the strong II-VI stock price.

Operating income differs from income from operations in that operating income excludes certain [removed: expenses included in interest] [added: expenses, including interest, the impact of foreign exchange,] and other [removed: (net),] [added: miscellaneous expenses] 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 [removed: control and] [added: control, which] is used by management in its evaluation of segment performance.

See Note [removed: 15.][added: 14.]

| | | | | | | Year Ended June 30, | | | | | | | | | | | | % [removed: Increase/(Decrease)] [added: Increase] | | |

Revenues for the year ended June 30, 2021 for Photonic Solutions increased 33% to $2,038 million, compared to $1,537 million for [removed: last] fiscal [removed: year.][added: year 2020.]

The largest driver of the increase [removed: is] [added: was] the inclusion of four full fiscal quarters of revenue from Finisar compared to [removed: 6] [added: six] days and three quarters of revenue in the prior year.

Operating income for the year ended June 30, 2021 for Photonic Solutions increased 316% to $208 million, compared to an operating income of $50 million [removed: last] [added: for] fiscal [removed: year.][added: year 2020.]

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of II-VI’s financial statements with a narrative from the perspective of management.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included under Item 8 of this annual report.

II-VI’s MD&A is presented in nine sections:

- Forward-Looking Statements

- Overview

- Critical Accounting Policies and Estimates

- COVID-19 Update

- Fiscal Year 2022 Compared to Fiscal Year 2021

- Liquidity and Capital Resources

- Off Balance Sheet Arrangements

Forward-looking statements in Item 7 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to Item 1A for discussion of these risks and uncertainties).

Headquartered in Saxonburg, Pennsylvania, II-VI has research and development, manufacturing, sales, service, and distribution facilities worldwide.

Acquisition and Background of Coherent, Inc.

Coherent, Inc. ("Coherent"), one of the world's leading providers of laser solutions and optics for microelectronics, life sciences, industrial manufacturing, scientific and aerospace and defense markets, was acquired by II-VI Incorporated on July 1, 2022.

In fiscal year 2023, it will be included in the combined company, to be rebranded Coherent Corp., as the Lasers Segment.

Coherent delivers systems to the world's leading brands, innovators, and researchers, all backed with a global service and support network.

Since inception in 1966, Coherent has grown through internal expansion and through strategic acquisitions of complementary businesses, technologies, intellectual property, manufacturing processes, and product offerings.

Coherent serves important end markets like microelectronics, precision manufacturing, and instrumentation, as well as applications in aerospace and defense.

The word "laser" is an acronym for "light amplification by stimulated emission of radiation." A laser emits an intense coherent beam of light with some unique and highly useful properties.

Most importantly, a laser is orders of magnitude brighter than any lamp.

As a result of its coherence, the beam can be focused to a very small and intense spot, useful for applications requiring very high power densities including welding and other materials processing procedures.

The laser's high spatial resolution is also useful for microscopic imaging and inspection applications.

Laser light can be monochromatic—all of the beam energy is confined to a narrow wavelength band.

Lasers can produce the lasing action in the form of a gas, liquid, semiconductor, solid state crystal or fiber.

Lasers can also be classified by their output wavelength: ultraviolet, visible, infrared or wavelength tunable.

Coherent manufactures all of these laser types, in various options such as continuous wave, pulse duration, output power, beam dimensions, etc. Each application has its own specific requirements in terms of laser performance.

Coherent’s key laser applications include: semiconductor wafer inspection; manufacturing of advanced printed circuit boards; flat panel display manufacturing; solar cell production; medical and bio-instrumentation; materials processing; metal cutting and welding; industrial process and quality control; marking; imaging and printing; graphic arts and display; and research and development.

For example, UV lasers are enabling the continuous move towards miniaturization, which drives innovation and growth in many markets.

In addition, the advent of industrial grade ultrafast lasers continues to open up new applications for laser processing.

Coherent’s products are manufactured at sites in California, Oregon, Michigan, New Jersey, and Connecticut in the United States; Germany, Scotland, Finland, Sweden, Switzerland, and Spain in Europe; and South Korea, China, Singapore, and Malaysia in Asia.

In addition, Coherent also uses contract manufacturers in southeast Asia, Eastern Europe and the United States for the production of certain assemblies and turnkey solutions.

*Accounting for Commercial Agreements*

From time-to-time, the Company enters into commercial agreements with our customers that include advance payments from our customers, the cash flow from which the Company uses to fund our capital expansion.

The Company determines at the inception or modification of the contract if the arrangement is, or contains, a lease, which exists when the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.

In determining if a contract contains a lease, the Company uses judgment to evaluate whether the contract, either explicitly or implicitly, is for the use of an identified asset and whether the customer has the right to direct the use of, and obtain substantially all of the economic benefit from, the identified asset.

Determination of the accounting treatment of the contract requires judgment and impacts the amounts recorded in our Consolidated Financial Statements.

The Company entered into a commercial agreement with one of our customers to produce certain engineered materials products within the Compound Semiconductors segment.

We received payments of $23 million and $8 million during the years ended June 30, 2022 and 2021, respectively, which the Company used to partially fund the purchase of plant and equipment, which is recorded as a contract liability.

Revenue from Contracts with Customers of the Notes to our Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.

We determined the contractual rights and obligations in the commercial agreement provide us with the substantive right to substitute alternative assets throughout the period of use and therefore the commercial agreement does not contain a lease under ASC 842.

On July 7, 2020, the Company closed its underwritten public offering and sale of 2 million shares of Series A Mandatory Convertible Preferred Stock, as well as its underwritten public offering and sale of approximately 11 million shares of its common stock.

Equity and Redeemable Preferred Stock, to our Consolidated Financial Statements contained in this Annual Report on Form 10-K for further details.

On March 25, 2021, II-VI, Coherent, Inc. (“Coherent”) and Watson Merger Sub Inc., a wholly owned subsidiary of II-VI (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Merger Sub will be merged with and into Coherent, and Coherent will continue as the surviving corporation in the merger and wholly owned subsidiary of II-VI (the “Merger”).

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, at the effective time of the Merger (the “Effective Time”), each share of common stock of Coherent (the “Coherent Common Stock”) issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”): (A) $220.00 in cash, without interest (the “Cash Consideration”), and (B) 0.91 of a validly issued, fully paid and nonassessable share of our common stock of II-VI.

Pursuant to the terms of the Merger Agreement, each Coherent restricted stock unit award (a “Coherent RSU”), other than Director RSUs (as defined below), outstanding immediately prior to the Effective Time will be automatically converted into time-based restricted stock units denominated in shares of II-VI Common Stock entitling the holder to receive, upon settlement, a number of shares of II-VI Common Stock equal to the number of shares of Coherent Common Stock subject to the Coherent RSU multiplied by the sum of (A) 0.91, and (B) the quotient obtained by dividing the Cash Consideration by the volume weighted average price of a share of II-VI Common Stock for a 10 trading day period ending prior to the closing of the Merger

(the “Closing”).

For Coherent RSUs subject to performance-based vesting conditions and metrics, the number of shares of II-VI Common Stock subject to the converted Coherent RSUs will be determined after giving effect to the Coherent Board of Directors’ determination of the number of Coherent RSUs earned, based on the greater of the target or actual level of achievement of such goals or metrics immediately prior to the Effective Time.

The converted Coherent RSUs generally will be subject to the same terms and conditions that applied to the awards immediately prior to the Effective Time, provided that any Coherent RSUs subject to performance-based vesting conditions will be subject solely to time- and service-based vesting.

Each Coherent RSU that is outstanding as of the date of the Merger Agreement and as of immediately prior to the Effective Time will be entitled to certain vesting acceleration benefits.

Each Coherent RSU granted to a non-employee member of Coherent’s Board of Directors (“Director RSUs”) (whether or not vested) that is outstanding immediately prior to the Effective Time will automatically vest in full and be canceled and converted into the right to receive the Merger Consideration as if such Director RSU had been settled in shares of Coherent Common Stock immediately prior to the Effective Time.

The Boards of Directors of II-VI and Coherent unanimously approved the Merger and the Merger Agreement.

II-VI filed with the SEC a registration statement on Form S-4 relating to the Merger, and the SEC declared that registration statement to be effective on May 6, 2021.

Shareholders of II-VI and stockholders of Coherent voted to approve proposals related to the Merger at special meetings held on June 24, 2021 by the respective companies.

The completion of the Merger is subject to the satisfaction or waiver of certain additional customary closing conditions, including review and approval of the Merger by the State Administration for Market Regulation in China.

Subject to the satisfaction or waiver of each of the closing conditions, II-VI expects that the Merger will be completed by the end of the first calendar quarter of 2022.

However, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all.

In connection with entering into the Merger Agreement, II-VI has obtained a fully underwritten financing commitment pursuant to a commitment letter (the “Commitment Letter”), dated as of March 25, 2021, as further amended and restated on April 21, 2021, with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., MUFG Bank, Ltd., MUFG Securities Americas Inc., PNC Capital Markets LLC, PNC Bank, National Association, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, Citizens Bank, N.A., Mizuho Bank, Ltd., BMO Capital Markets Corp., Bank of Montreal, TD Securities (USA) LLC, The Toronto-Dominion Bank, New York Branch, TD Bank, N.A. and First National Bank of Pennsylvania (collectively, the “Commitment Parties”) pursuant to which the Commitment Parties have committed to provide up to $5.1 billion in debt financing ( the “Debt Financing”).

The obligation of the Commitment Parties to provide the Debt Financing provided for in the Commitment Letter is subject to a number of customary conditions.

In connection with entering into the Merger Agreement, II-VI entered into an Amended and Restated Investment Agreement, dated as of as of March 30, 2021, the “Investment Agreement”), with BCPE Watson (DE) SPV, LP, an affiliate of Bain Capital Private Equity, LP (the “Investor”).

Pursuant to the terms of the Investment Agreement, on March 31, 2021, II-VI issued, sold, and delivered to the Investor 75,000 shares of a new Series B-1 Convertible Preferred Stock of the Company (“II-VI Series B-1 Convertible Preferred Stock”) for $10,000 per share (the “Equity Per Share Price”), resulting in an aggregate purchase price of $750 million.

Subject to the terms and conditions of the Investment Agreement, among other things, the Company and the Investor also agreed that the company would issue, sell and deliver to the Investor:

- 105,000 shares of a new Series B-2 Convertible Preferred Stock of the Company (“II-VI Series B-2 Convertible Preferred Stock”) for a purchase price per share equal to the Equity Per Share Price, resulting in an aggregate purchase price of $1.1 billion, immediately prior to Closing; and

- immediately prior to Closing, the company will receive up to an additional 35,000 shares of II-VI Series B-2 Convertible Preferred Stock (the "Upsize Shares") for a purchase price per share equal to the Equity Per Share Price, resulting in an aggregate maximum purchase price for the Upsize Shares of $350 million.

This was agreed on June 8, 2021 of its agreement to purchase the Upsize Shares from the Company immediately prior to the Closing, increasing the investor’s total equity commitment to II-VI pursuant to the Investment Agreement to $2.2 billion.

The expenses associated with the pending acquisition for the year ended June 30, 2021, have not been allocated to an Operating Segment, and are presented in the Unallocated and Other within this Annual Report on Form 10-K.

*Series A Preferred Stock*

As described in Note 11.

Equity and Redeemable Preferred Stock, of the Notes to our Consolidated Financial Statements, on July 7, 2020, the Company issued shares of Series A Mandatory Convertible Preferred Stock.

Upon conversion, on the mandatory conversion date, each outstanding share of Series A Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert into a number of shares of the Company’s common stock determined based on the market value of the Company’s common stock on the mandatory conversion date, defined as July 1, 2023.

The accounting for the issuance of the Series A Mandatory Convertible Preferred Stock involved significant estimation in approximating the future market value of the Company’s common stock on the mandatory conversion date, which was used to determine whether the Series A Mandatory Convertible Preferred Stock should be classified within shareholders’ equity on the consolidated balance sheet as well as the whether the Preferred Stock should be classified as a participating security.

Management estimated the future market value of its common stock on the mandatory conversion date, through development of a Monte Carlo simulation model.

A sensitivity analysis was also performed to confirm the reasonableness of the assumptions, which included volatility and cost of equity.

The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances.

Actual results could differ from those estimates.

On March 11, 2020, the World Health Organization designated the novel coronavirus disease known as COVID-19 as a global pandemic.

Our focus has been on the protection of the health and safety of our employees and business partners.

In our facilities, we have deployed new safety measures, including guidance to employees on matters such as effective hygiene and disinfection, social distancing, limited and remote access working where feasible and use of protective equipment.

We also are prioritizing efforts to understand and support the changing business needs of our customers and suppliers in light of restrictions that are applicable to them.

At this time, we believe that our existing balances of cash and cash equivalents, along with our existing committed borrowing availability and other short-term liquidity arrangements, will be sufficient to satisfy our working capital needs, make necessary capital asset purchases and debt repayments and meet other liquidity requirements associated with our existing operations.

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 in relation to the [added: Malaysian Ringgit,] Chinese Renminbi, Swiss [removed: Franc, Malaysian Ringgit] [added: Franc] and [removed: the] Japanese Yen.

As of June 30, [removed: 2021,] [added: 2022,] the Company’s total borrowings include variable rate borrowings, which exposes the Company to changes in interest rates.

[removed: With] [added: If] the [removed: hedge in place,] [added: Company had not effectively hedged its variable rate debt,] a change in the interest rate of 100 basis points on these variable rate borrowings would have resulted in additional interest expense of [removed: $12] [added: $19] million for the year ended June 30, [removed: 2021.][added: 2022.]

On February 23, 2022, the Company entered into an interest rate cap (the "Cap"), with an effective date of July 1, 2023.

As the Cap is not effective until July 2023, there is no impact on variable rate borrowings from the Cap for the year ended June 30, 2022.

However in March of 2020, the Federal Reserve lowered the interest rates, putting our hedge in a negative position.

Our headquarters are located at 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056, [removed: U.S.A. Our telephone number is +1-724-352-4455.][added: USA.]

The following defined terms are used in this Annual Report on Form 10-K: [added: augmented reality (AR);] bismuth telluride (Bi2Te3); cadmium telluride (CdTe); carbon dioxide (CO2); [added: Centers for Disease Control (CDC);] chemical vapor deposition (CVD) of materials including diamond; datacenter interconnect (DCI); dense wavelength division multiplexing (DWDM); [added: digital signal processors (DSPs); diversity, equity, and inclusion (DEI);] extreme-ultraviolet (EUV) lithography; [removed: 5th-generation] [added: fifth-generation] (5G) wireless; [removed: 4th-generation] [added: fourth-generation] (4G) wireless; gallium arsenide (GaAs); gallium nitride (GaN); [added: Geostationary Operational Environment Satellite Program (GOES);] gigabit Ethernet (GbE); gigabit per second (Gbps); high-definition multimedia interface (HDMI); high-electron-mobility transistor (HEMT); indium phosphide (InP); infrared (IR); integrated circuit (IC); intellectual property (IP); [added: kilowatt (kW);] light detection and ranging (LiDAR); liquid crystal (LC); liquid crystal on silicon (LCOS); [added: metal-oxide-semiconductor field-effect transistor (MOSFET);] millimeters (mm); nanometers (nm); near-infrared (NIR); optical channel monitor (OCM); [added: optoelectronic chip hybrid integration platform (OCHIP);] original equipment manufacturer (OEM); optical time-domain reflectometer (OTDR); polymerase chain reaction (PCR); radio frequency (RF); reconfigurable optical add/drop multiplexer (ROADM); research and development (R&D); research, development, and engineering (RD&E); silicon carbide (SiC); terabit per second (Tbps); three-dimensional (3D); transimpedance amplifier (TIA); ultraviolet (UV); [removed: vertical cavity] [added: vertical-cavity] surface-emitting laser (VCSEL); [added: virtual reality (VR);] wavelength division multiplexing (WDM); wavelength selective switching (WSS); zinc selenide (ZnSe); and zinc sulfide (ZnS).

On [added: July 1, 2022 the Company completed the previously announced acquisition of Coherent, Inc. (“Coherent”), pursuant to the Agreement and Plan of Merger, dated] March 25, [removed: 2021, II-VI,] [added: 2021 (the “Merger Agreement”), by and among the Company,] Coherent and Watson Merger Sub [removed: Inc., a wholly owned subsidiary of II-VI (“Merger Sub”), entered into an Agreement and Plan of Merger] [added: Inc.] (the [removed: “Merger Agreement”).][added: “Merger”).]

We develop, manufacture, and market engineered materials, optoelectronic components, and devices for use in optical communications, industrial, aerospace and defense, consumer electronics, semiconductor capital equipment, life sciences, and automotive applications [removed: and] [added: end] markets.

Our products are deployed in a variety of applications, including (i) optical, data, and wireless communications products; (ii) laser cutting, welding, [added: marking,] and [removed: marking] [added: other materials processing] operations; (iii) 3D sensing consumer applications; (iv) aerospace and defense applications including intelligence, surveillance, and reconnaissance; (v) semiconductor processing tools; and (vi) thermoelectric cooling and power-generation solutions.

We believe that the materials we grow and fabricate are differentiated by one or a combination of unique optical, electrical, [added: magnetic,] thermal, and mechanical properties.

With our strategic focus on fast-growing and sustainable markets, II-VI pursues its mission of enabling the world to be safer, healthier, closer, and more efficient, and strives to attain its vision of a world transformed through [removed: innovative materials] [added: innovations] vital to a better life today and the sustainability of future generations.

Financial data regarding our revenues, results of operations, industry segments, and international sales for the three years ended June 30, [removed: 2021,] [added: 2022,] are set forth in the Consolidated Statements of Earnings (Loss) and in Note [removed: 15.][added: 14.]

For the fiscal year ended June 30, [removed: 2021,] [added: 2022,] our bookings were approximately [removed: $3.3] [added: $4.3] billion, compared with bookings of approximately [removed: $2.7] [added: $3.3] billion for the fiscal year ended June 30, [removed: 2020.][added: 2021.]

As of June 30, [removed: 2021,] [added: 2022,] our backlog was approximately [removed: $1,252 million,] [added: $2.3 billion,] compared with approximately [removed: $957 million] [added: $1.3 billion] as of June 30, [removed: 2020.][added: 2021.]

II-VI is headquartered in Saxonburg, Pennsylvania, [removed: U.S.A.,] [added: USA,] with RD&E, manufacturing, and sales facilities worldwide.

Our U.S. production and RD&E operations are located in Arizona, California, Colorado, Connecticut, Delaware, Florida, Illinois, Massachusetts, Michigan, Mississippi, New Jersey, New York, Ohio, Oregon, Pennsylvania, and Texas, and our non-U.S. production and RD&E operations are based in Australia, China, Germany, [added: India,] Malaysia, the Philippines, Singapore, Sweden, Switzerland, Thailand, the United Kingdom, and Vietnam.

In addition to sales offices co-located at most of our manufacturing sites, we have sales and marketing subsidiaries in Belgium, Canada, China, Germany, Hong Kong, Italy, Japan, South Korea, Switzerland, Taiwan, and the United [removed: Kingdom.][added: Kingdom, and, following the Coherent acquisition, in France, Israel, the Netherlands, and Spain.]

Our vision is “A world transformed through [removed: innovative materials] [added: innovations] vital to a better life today and the sustainability of future generations.”

As a result, our human capital strategies are core to the long-term [added: sustainability and] success of the Company.

As of June 30, [removed: 2021,] [added: 2022,] the Company employed approximately [removed: 23,000] [added: 24,000] employees worldwide.

| Direct production | | | [removed: 15,833] [added: 16,293] | | | 69% | | |

| Research, development, engineering, sales and marketing | | | [removed: 4,276] [added: 4,379] | | | [removed: 19%] [added: 18%] | | |

| Total: | | | [removed: 22,961] [added: 23,658] | | | 100% | | |

[removed: We believe Gallup’s employee engagement] [added: The] survey questions and [added: Gallup’s] resources [removed: are an effective way to gauge] [added: help us measure] our progress [removed: to create] [added: toward creating] a stronger, more engaged [removed: workplace.][added: workforce.]

It is our highest priority to keep our employees, customers, and suppliers safe, as the health and safety of our workforce is [removed: fundamental] [added: paramount] to the success of our business.

- *COVID-19.* Our top priority during the ongoing COVID-19 pandemic has been and continues to be protecting the health and safety of our employees and their families, our customers, [added: suppliers,] and our communities.

Additionally, new process workflows were initiated to ensure reduced contact for employees working on-site, contact tracing processes and protocols were established, quarantining and testing protocols for exposure and positive tests were implemented, travel guidelines and protocols were created to ensure that employees who must travel for work can do so safely, and phased return-to-work plans and approval processes were formed to enable non-manufacturing employees to return to [removed: work] [added: the office] when permitted by local government regulations and deemed appropriate by II-VI leadership.

For example, [added: to foster our culture of innovation,] we [removed: offer] [added: host] monthly Technology Spotlight Seminars [removed: designed] to highlight [removed: and communicate] [added: some of] the many [added: significant] technical advances and competencies within [removed: II-VI, as well as foster innovation within the Company and technical community.][added: II-VI.]

In [removed: FY21,] [added: FY22,] II-VI pledged $1,000,000 to fund STEM educational and research programs in [removed: 2021.][added: 2022.]

Our “One II-VI” approach to total rewards provides a competitive total compensation package [removed: that:] [added: that] attracts, motivates, and retains high-quality talent; matches total rewards of competitors with which we compete for talent; increases transparency of rewards programs, company and segment metrics, and measurement of achievements in relation to challenging objectives; balances fixed costs (benefits and base pay) and variable costs (bonus and equity), with a substantial portion of total direct compensation tied to performance; pays for performance – base, bonus, and equity reflect both company and individual performance; and aligns with the interests of our shareholders.

In addition to offering competitive and fair compensation, we also offer a [added: compelling] suite of benefits, including comprehensive health benefits to all of our employees globally.

We are consciously expanding the diversity of our [removed: workforce,] [added: workforce with a focus on underrepresented groups in leadership and technical positions,] creating growth and development opportunities for our employees, embracing different perspectives, and fostering an inclusive work environment.

Globally, approximately [removed: 50%] [added: 49%] of the workforce is female, with [removed: 11,428] [added: 11,519] females and [removed: 11,533] [added: 12,139] males as of June 30, [removed: 2021.][added: 2022.]

In the II-VI’s Senior Leadership Team (“SLT”), which consists of senior directors and above, there are [removed: 20] [added: 21] females and [removed: 179] [added: 196] males.

Our global footprint is diverse, with approximately [removed: 18,400] [added: 18,600] employees in the Asia-Pacific region, [removed: 1,000] [added: 1,300] in Europe, and [removed: 3,600] [added: 3,800] in the Americas.

The ability to produce, [removed: process] [added: process,] and refine these complex materials, and to control their quality and in-process yields, is an expertise of the Company that is critical to the performance of our customers’ subsystems and systems.

Our network of worldwide manufacturing sites allows us to manufacture our products in regions that provide cost-effective and [removed: risk management] [added: risk-management] advantages.

During the past two fiscal [removed: years] [added: years,] we have converted [removed: 15] [added: 40] of our sites to renewable-electricity contracts.

Additional information can be found on the [removed: Community & Environment] [added: Environmental, Social, and Governance (ESG)] section of our website at www.ii-vi.com.

In our production processes, we use numerous optical, electrical, and mechanical parts that are sourced from third-party [removed: supplies.][added: suppliers.]

Risks associated with reliance on third parties for the timely and reliable delivery of raw materials is discussed in greater detail in Item [removed: 1A – Risk Factors of this Annual Report.][added: 1A.]

The Company’s organizational structure [removed: is] [added: historically has been] divided into two reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Photonic Solutions and (ii) Compound Semiconductors.

| Transceivers | | | •Pluggable transceivers for Ethernet and [removed: Fiber] [added: Fibre] Channel applications in cloud and enterprise datacenter applications •High-speed optoelectronics and modules for optical communications in telecom networks, including for datacenter interconnects and for metro, regional, long-haul, and ultralong-haul networks | | |

| Laser Devices & Systems | | | •High-power semiconductor lasers and laser bars enabling fiber and direct-diode lasers for industrial, defense, consumer, and printing applications •Laser heads and modules, Q-switched laser modules, high-power uncooled pump laser modules, laser solutions for superhard materials [removed: processing, high-brightness direct-diode laser engines] [added: processing] •Laser processing heads and beam delivery systems for laser materials processing with industrial lasers •High-speed VCSELs for optical communications •High-power pumps for amplifiers and optical communications •Precision optical assemblies, objectives, infrared optics, thin-film coatings, and optical materials •Optical solutions for critical and complex design, engineering, and production challenges in aerospace and defense [added: •Semiconductor lasers and detectors for optical interconnects] | | |

Our telephone number is +1-724-352-4455.

As of June 30, 2022, the Company’s operations were organized into two reporting segments: (i) Photonic Solutions and (ii) Compound Semiconductors.

See below for a more detailed description of each of these segments.

In connection with the Merger, effective July 1, 2022, the Company realigned its organizational structure into three reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Materials, which previously was referred to as our Compound Semiconductors segment (ii) Networking, which previously was referred to as our Photonic Solutions segment, and (iii) Lasers.

The Company will report financial information for these new reporting segments in fiscal 2023.

This change in reporting is to occur beginning with periods commencing July 1, 2022.

Acquisition and Background of Coherent, Inc.

Coherent, one of the world's leading providers of laser solutions and optics for microelectronics, life sciences, industrial manufacturing, scientific and aerospace and defense markets, was acquired by II-VI on July 1, 2022.

In fiscal year 2023, Coherent's operations will be included in the combined company, to be rebranded Coherent Corp., as the Lasers Segment.

Except as otherwise indicated in this Annual Report on Form 10-K, information about II-VI as of June 30, 2022 or any earlier date, or for any period ended June 30, 2022 or any earlier date, does not include any financial, operational or other information regarding Coherent.

Coherent delivers systems to the world's leading brands, innovators, and researchers, all backed with a global service and support network.

Since inception in 1966, Coherent has grown through internal expansion and through strategic acquisitions of complementary businesses, technologies, intellectual property, manufacturing processes, and product offerings.

Coherent serves important end markets like microelectronics, precision manufacturing, and instrumentation, as well as applications in aerospace and defense.

The word "laser" is an acronym for "light amplification by stimulated emission of radiation." A laser emits an intense coherent beam of light with some unique and highly useful properties.

Most importantly, a laser is orders of magnitude brighter than any lamp.

As a result of its coherence, the beam can be focused to a very small and intense spot, useful for applications requiring very high power densities including welding and other materials processing procedures.

The laser's high spatial resolution is also useful for microscopic imaging and inspection applications.

Laser light can be monochromatic—all of the beam energy is confined to a narrow wavelength band.

Lasers can produce the lasing action in the form of a gas, liquid, semiconductor, solid state crystal or fiber.

Lasers can also be classified by their output wavelength: ultraviolet, visible, infrared or wavelength tunable.

Coherent manufactures all of these laser types, in various options such as continuous wave, pulse duration, output power, beam dimensions, etc. Each application has its own specific requirements in terms of laser performance.

Coherent’s key laser applications include: semiconductor wafer inspection; manufacturing of advanced printed circuit boards; flat panel display manufacturing; solar cell production; medical and bio-instrumentation; materials processing; metal cutting and welding; industrial process and quality control; marking; imaging and printing; graphic arts and display; and research and development.

For example, UV lasers are enabling the continuous move towards miniaturization, which drives innovation and growth in many markets.

In addition, the advent of industrial grade ultrafast lasers continues to open up new applications for laser processing.

In addition, Coherent’s products are manufactured at sites in California, Oregon, Michigan, New Jersey, and Connecticut in the United States; Germany, Scotland, Finland, Sweden, Switzerland, and Spain in Europe; and South Korea, China, Singapore, and Malaysia in Asia.

In addition, Coherent also uses contract manufacturers in southeast Asia, Eastern Europe and the United States for the production of certain assemblies and turnkey solutions.

Our values define who we are and serve as a guide in how we engage with each other, our customers, our suppliers, our investors, and our environment.

They serve as a model for how we grow our company in an ethical, scalable, and sustainable manner.

Our workplace is defined by our people.

It enables them to show up as their “best self” to work every day.

This includes creating an inclusive environment in which every individual is considered a valued and valuable member of the team.

We listen to the voice of the employee through focus groups, personal interviews, engagement as part of our open-door policy, and through engagement surveys, among other methods.

This rich feedback allows us to reflect and adjust our employee-focused initiatives across the globe to create a culture that recognizes their contributions and values their opinions.

| General administration | | | 2,986 | | | 13% | | |

We partner with Gallup to implement their Q12 Employee Engagement Survey.

Based on the results, our employee teams then collaborate on action plans to improve in targeted areas.

Our most recent employee engagement survey (2021) saw 94% participation from our global workforce, and the results showed that overall engagement increased by 10% from our original survey.

We plan to conduct the survey again in calendar year 2023 to continue to measure and enhance employee engagement company wide.

- *Occupational Health and Safety*.

As of June 30, 2022, our TRIR was 0.23, which remained static year-over-year as compared to FY21.

Pending Coherent Acquisition

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Merger Sub will be merged with and into Coherent, and Coherent will continue as the surviving corporation in the merger and wholly owned subsidiary of II-VI (the “Merger”).

Additional information regarding the terms of the Merger is set forth in Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

The Boards of Directors of II-VI and Coherent unanimously approved the Merger and the Merger Agreement.

II-VI filed with the SEC a registration statement on Form S-4 relating to the Merger, and the SEC declared that registration statement to be effective on May 6, 2021.

Shareholders of II-VI and stockholders of Coherent voted to approve proposals related to the Merger at special meetings held on June 24, 2021 by the respective companies.

The completion of the Merger is subject to the satisfaction or waiver of certain additional customary closing conditions, including review and approval of the Merger by the State Administration for Market Regulation in China.

Subject to the satisfaction or waiver of each of the closing conditions, II-VI expects that the Merger will be completed by the end of the first calendar quarter of 2022.

However, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all.

In connection with entering into the Merger Agreement, II-VI has obtained a fully underwritten financing commitment pursuant to a commitment letter (the “Commitment Letter”), dated as of March 25, 2021, as further amended and restated on April 21, 2021, with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., MUFG Bank, Ltd., MUFG Securities Americas Inc., PNC Capital Markets LLC, PNC Bank, National Association, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, Citizens Bank, N.A., Mizuho Bank, Ltd., BMO Capital Markets Corp., Bank of Montreal, TD Securities (USA) LLC, The Toronto-Dominion Bank, New York Branch, TD Bank, N.A. and First National Bank of Pennsylvania (collectively, the “Commitment Parties”) pursuant to which the Commitment Parties have committed to provide up to $5.1 billion in debt financing ( the “Debt Financing”).

The obligation of the Commitment Parties to provide the Debt Financing provided for in the Commitment Letter is subject to a number of customary conditions.

In connection with entering into the Merger Agreement, II-VI entered into an Amended and Restated Investment Agreement, dated as of March 30, 2021, (the “Investment Agreement”), with BCPE Watson (DE) SPV, LP, an affiliate of Bain Capital Private Equity, LP (the “Investor”).

Pursuant to the terms of the Investment Agreement, on March 31, 2021, II-VI issued, sold, and delivered to the Investor 75,000 shares of a new Series B-1 Convertible Preferred Stock of the Company, no par value per share (“II-VI Series B-1 Convertible Preferred Stock”), for $10,000 per share (the “Equity Per Share Price”), resulting in an aggregate purchase price of $750 million.

Subject to the terms and conditions of the Investment Agreement, among other things, the Company and the Investor also agreed that the Company would issue, sell and deliver to the Investor:

- 105,000 shares of a new Series B-2 Convertible Preferred Stock of the Company, no par value per share (“II-VI Series B-2 Convertible Preferred Stock,” and together with the II-VI Series B-1 Convertible Preferred Stock, “New II-VI Convertible Preferred Stock”), for a purchase price per share equal to the Equity Per Share Price, resulting in an aggregate purchase price of $1.1 billion, immediately prior to Closing; and

- immediately prior to Closing, if elected by the Company and agreed by the Investor, up to an additional 35,000 shares of II-VI Series B-2 Convertible Preferred Stock (the "Upsize Shares") for a purchase price per share equal to the Equity Per Share Price, resulting in an aggregate maximum purchase price for the Upsize Shares of $350 million.

Following the Company’s provision of notice to the Investor of its election to offer the Upsize Shares, the Investor informed the Company on June 8, 2021 of its agreement to purchase the Upsize Shares from the Company immediately prior to the Closing, increasing the Investor’s total equity commitment to II-VI pursuant to the Investment Agreement to $2.2 billion.

The expenses associated with the pending acquisition for the year ended June 30, 2021, have not been allocated to an Operating Segment, and are presented in the Unallocated and Other in Note 15, Segment and Geographic Reporting.

Our people are essential to fulfilling our mission and working toward our vision.

| General administration | | | 2,852 | | | 12% | | |

In FY21, we again participated in the Gallup Employee Engagement Survey.

Gallup provides comparative data from numerous studies over many years linked to organizational performance, proven consistent survey methodology, and actionable guidance at both the local and enterprise level.

We had a 94% participation rate and an engagement mean of 4.16 out of 5.00.

The responses to each of

the 12 questions within Gallup’s survey demonstrated improvement by us from our prior survey conducted in FY19.

Action plans are created across the globe to continue to improve our engagement level.

*•Employee Safety*.

As of June 30, 2021, our TRIR was 0.23 as compared to 0.26 for FY20.

Each year, we strive to improve our TRIR as a part of our strong safety culture, as evidenced by a year-over-year reduction of 12%.

We are continuing with our work-from-home arrangements for non-manufacturing and operations employees through at least December 2021.

In FY21, we greatly enhanced communication on diversity topics, and globally, employees attended education on Diversity & Inclusion awareness.

| | | | | | |

As we grow, we may add new primary markets.

to meet the growing demand.

The 5G market enabled strong growth for our low-power CO2 drilling machines.

qualifying our products as key components of our customers’ systems.

| Balanced Approach to Research and Development | | | RD&E both internally and externally funded, targeting an overall investment of 8%-12% of revenues | | |

| Develop high-power and high-speed InP lasers, detectors, and components for applications in optical communications | | | | | |

Dr. Mattera will become the Company’s Board Chair immediately following the Company’s 2021 Annual Meeting of Shareholders.

for the fiscal year ended June 30, [removed: 2021][added: 2022]

Aggregate market value of outstanding [removed: Common Stock,] [added: common stock,] no par value, held by non-affiliates of the Registrant at December 31, [removed: 2020,] [added: 2021,] was approximately [removed: $7,871,289,598] [added: $7,194,944,557] based on the closing sale price reported on the Nasdaq Global Select Market.

Number of outstanding shares of [removed: Common Stock,] [added: common stock,] no par value, at August [removed: 16, 2021,] [added: 24, 2022,] was [removed: 105,718,326.][added: 130,874,428.]

Portions of the registrant’s definitive proxy statement, which will be issued in connection with the [removed: 2021] [added: 2022] Annual Meeting of Shareholders of II-VI Incorporated, are incorporated by reference into Part III of this Annual Report on Form 10-K.

“Risk Factors” and summarized below under “Risk Factor Summary,” among others, in some cases have affected and in the future could affect our financial performance and actual results, and could cause actual results for fiscal [removed: 2022] [added: 2023] and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Annual Report on Form 10-K or otherwise made by our management.

- A widespread health [removed: crises] [added: crisis] could materially and adversely affect [removed: us.][added: our business, financial condition, and results of operations.]

- Global economic downturns may adversely affect [removed: us.][added: our business, operating results, and financial condition.]

- Foreign currency risk may negatively affect [removed: us] [added: our revenues, cost of sales,] and [added: operating margins, and] could result in foreign exchange losses.

- We may be unable to successfully implement our acquisitions strategy or integrate acquired companies and [removed: personnel.][added: personnel with existing operations.]

- [removed: We] [added: Although we expect that our acquisitions will result in cost savings, synergies, and other benefits, we] may not realize [removed: expected benefits from our acquisition] [added: those benefits,] or be able to retain those benefits even if realized.

- Our [added: future success depends on continued international sales, and our] global operations are complex and present multiple challenges to manage.

- Changes in trade [removed: policies] [added: policies, such as increased import duties,] could increase the costs of goods imported into the United States or China.

- There are limitations on the protection of our intellectual [removed: property.][added: property, and we may from time to time be involved in costly intellectual property litigation or indemnification.]

- A significant portion of our business [removed: is dependent on] [added: may be subject to] cyclical [removed: industries.][added: market factors.]

- [removed: We could be negatively impacted by data] [added: Data] breach incidents and breakdowns of information and communication [removed: technologies.][added: technologies could disrupt our operations and impact our financial results.]

- We have a substantial amount of debt, which could adversely affect [removed: us] [added: our business, financial condition, or results of operations] and prevent us from fulfilling our [added: debt-related] obligations.

- Natural disasters or other global or regional catastrophic events could [added: disrupt our operations, give rise to substantial environmental hazards, and] adversely affect [removed: us.][added: our results.]

- Our success [removed: depends on our ability] [added: requires us] to attract, retain, and develop key personnel and [removed: requires] [added: maintain] good [removed: employee relations.][added: relations with our employees.]

- [removed: The manufacturing of our products] [added: Our operations] may be adversely affected if we are unable to manufacture certain products in our manufacturing facilities.

- Failure to accurately forecast our revenues could result in additional [removed: charges.][added: charges for obsolete or excess inventories or noncancellable purchase commitments.]

- The agreements that [removed: will] govern [removed: indebtedness to be incurred or assumed in connection with] our [removed: acquisition of Coherent are expected to] [added: senior credit facilities and our 2029 Notes] contain various covenants that [removed: will] impose restrictions on [removed: us that] [added: our business, which] may affect our ability to operate our businesses.

- The redemption rights of the holders of Series B Preferred Stock may result in the use of our cash in such a way that could adversely affect [removed: us and holders of] our [removed: other capital stock.][added: business, financial condition or results of operations.]

- Holders of our Series B Preferred Stock can exercise significant control over [removed: us.][added: us, which could limit the ability of holders of our other capital stock to influence the outcome of key transactions, including a change of control.]

- Our ability to declare and pay dividends on our capital stock may be [removed: limited.][added: limited, including by the terms of our existing Credit Agreement.]

- Our common stock is subordinate to our existing and future [removed: indebtedness] [added: indebtedness; the Mandatory Convertible Preferred Stock] and [added: Series B Preferred Stock; and] any [added: other] preferred stock we may [removed: issue.][added: issue in the future.]

Our [removed: preferred stock ranks] [added: Mandatory Convertible Preferred Stock and Series B Preferred Stock rank] junior to all of our and our subsidiaries’ consolidated liabilities.

- Our board of directors can issue, without approval of [added: the holders of] our [removed: stockholders,] [added: common stock,] preferred stock with [added: voting and conversion] rights that could adversely affect [added: the voting power of the] holders of our common [added: stock, the rights of holders of shares of our capital stock, or the market price of our capital] stock.

- Reports published by securities or industry [removed: analysts] [added: analysts, freelance bloggers] and [removed: others] [added: credit rating agencies, including projections in those reports that exceed our actual results,] could adversely affect our share price and trading volume.

- Regulatory actions may adversely affect the trading price and liquidity of [removed: our] [added: the] Mandatory Convertible Preferred Stock.

- Holders of Mandatory Convertible Preferred Stock have no voting [removed: rights,] [added: rights with respect to the Mandatory Convertible Preferred Stock,] except under limited circumstances.

- We depend on our subsidiaries for cash to fund our operations and [removed: expenses.][added: expenses, including future dividend payments with respect to our outstanding preferred stock.]

- Our products may contain defects that are not detected until deployed, which could increase our costs, reduce our revenues, cause us to lose key customers, or expose us to litigation related to our products.

- We may encounter increased competition, and we may fail to accurately estimate our competitors’ or our customers’ willingness and capability to backward integrate into our competencies and thereby displace us.

- The long sales cycles for many of our products may cause us to incur significant expenses.

- Delays in transportation of products and possible shortages of critical raw materials, parts, equipment and other resources may adversely affect our results of operations.

- We participate in the microelectronics market, which requires significant research and development expenses to develop and maintain products and a failure to achieve market acceptance for our products could have a significant negative impact on our business and results of operations.

- There are risks associated with our participation in the flat panel display market, including as a result of there being a relatively limited number of end customer manufacturers.

- We are subject to complex and rapidly changing import and export regulations which could limit our sales and decrease our profitability and we may be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

- Our current credit agreement and any other credit or similar agreements into which we may enter in the future may restrict our operations, particularly our ability to respond to changes or to take certain actions regarding our business.

- Any inability to access financial markets from time to time to raise required capital, finance our working capital requirements or our acquisition strategies, or otherwise support our liquidity needs could negatively impact our ability to finance our operations, meet certain obligations, or implement our growth strategy.

- We may face particular data privacy and security and data protection risks due to laws and regulations regulating the protection or security of personal and other sensitive data.

- Russia’s invasion of Ukraine and the resulting conflict has had a negative impact on our business, may continue to negatively impact our business and may have a negative impact on our results of operations.

- We contract with a number of large end-user service providers and product companies that have considerable bargaining power, which may require us to agree to terms and conditions that could have an adverse effect on our business or ability to recognize revenues.

- Some of our business units depend from time to time on large purchases from a few significant customers, and any loss, cancellation, reduction, or delay in purchases by these customers could harm the longevity of the business.

- Our markets are unpredictable and characterized by rapid technological changes and evolving standards demanding a significant investment in research and development, and, if we fail to address changing market conditions, our business and operating results will be harmed.

- If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

- Provisions in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws and the Pennsylvania Business Corporation Law may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock.

- We do not currently intend to pay dividends on our common stock, holders will benefit from an investment in our common stock only if it appreciates in value and by the intended anti-dilution actions of our share-buyback program.

- Our products may contain defects that are not detected until deployed.

- We are subject to complex and rapidly changing import and export regulations.

- Any inability to access financial markets from time to time to raise funds could negatively impact us.

- We may not be able to settle conversions of our convertible senior notes in cash or repurchase the notes when required.

- Our current credit agreement restricts our operations in certain regards.

- We may encounter increased competition.

- Changes in laws and regulations governing data privacy and data protection could have a material adverse impact on us.

- We contract with a number of large customers that have considerable bargaining power.

- We depend on large purchases from a few significant customers.

*Risks Relating to Our Pending Acquisition of Coherent, Inc. (“Coherent”)*

- The market prices of our securities after completion of our pending acquisition of Coherent may be affected by factors different from those currently affecting the markets for our securities or securities issued by Coherent.

- There can be no assurance that we will be able to secure the funds necessary to pay the cash portion of the merger consideration payable in our acquisition of Coherent, in a timely manner or at all.

- The significant additional indebtedness that we will incur in connection with our acquisition of Coherent could adversely affect us.

- Integrating Coherent may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the acquisition.

- We and Coherent may have difficulty attracting, motivating and retaining executives and other employees.

- Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on us following the completion of the acquisition.

- The acquisition is subject to conditions that may not be satisfied on a timely basis, or at all.

- We have incurred, and will continue to incur, significant transaction-related costs in connection with the acquisition.

- The closing of the acquisition may trigger change in control provisions in certain agreements to which Coherent is a party.

- We and Coherent each are subject to business uncertainties and contractual restrictions while the acquisition is pending.

- Holders of our capital stock will have a reduced ownership and voting interest in us after the completion of the acquisition.

- Shareholder litigation could prevent or delay the closing of the acquisition or otherwise negatively impact us.

- The issuance and sale of our Series B Preferred Stock reduces the relative voting power of holders of our other capital stock, dilutes the ownership of such holders and may adversely affect the market price of our securities.

- Our Series B Preferred Stock has rights that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock.

- The market prices of our securities may decline in the future as a result of the acquisition.

- Our future results will suffer if we do not effectively manage our expanded operations.

- We and Coherent face competition, which is expected to intensify after the closing of the acquisition.

- We expect to incur substantial expenses related to the acquisition and the related integration.

- Following the consummation of the acquisition, we will be bound by all obligations and liabilities of both companies.

- The acquisition may result in a loss of suppliers and strategic alliances or the termination of existing contracts.

- Provisions in our governing documents and applicable law may delay or prevent our acquisition by a third party.

- We do not currently intend to pay dividends on our common stock.

Information regarding our principal U.S. properties at June 30, [removed: 2021,] [added: 2022,] is set forth below:

| Easton, [removed: PA*] [added: PA] | | | | | | Manufacturing and Research and Development | | | | | | Compound Semiconductors | | | | | | 281,000 | | | | | | Leased | | |

Information regarding our principal foreign properties at June 30, [removed: 2021,] [added: 2022,] is set forth below:

| China | | | | | | Manufacturing, Research and Development, and Distribution | | | | | | Compound Semiconductors and Photonic Solutions | | | | | | [removed: 3,138,000] [added: 2,991,000] | | | | | | Owned and Leased | | |

| Switzerland | | | | | | Manufacturing, Research and Development, and Distribution | | | | | | Compound Semiconductors | | | | | | [removed: 118,000] [added: 112,000] | | | | | | Leased | | |

| Germany | | | | | | Manufacturing and Distribution | | | | | | Compound Semiconductors and Photonic Solutions | | | | | | [removed: 101,000] [added: 110,000] | | | | | | Owned and Leased | | |

Approximately 48,000 square feet are currently used in connection with the Company’s manufacturing operations.

The remainder is subleased to a third party.*

The Company’s common stock is traded on the Nasdaq Global Select Market under the symbol “IIVI.” As of August [removed: 16, 2021,] [added: 24, 2022,] there were approximately [removed: 806] [added: 860] holders of record of our common stock.

[removed: The] [added: As of June 30, 2022, the] Company [added: has cumulatively] purchased [removed: 1,414,900] [added: 1,416,587] shares of its common stock [removed: for approximately $50 million] pursuant to [removed: this authorization.][added: the Program for approximately $22 million.]

The Company did not repurchase shares pursuant to this Program during the fiscal [removed: year] [added: years] ended June 30, [added: 2022 or June 30,] 2021.

The dollar value of shares as of June 30, [removed: 2021] [added: 2022] that may yet be purchased under the Program is approximately $28 million.

The following graph compares cumulative total shareholder return on the Company’s common stock with the cumulative total shareholder return of the Nasdaq Composite Index and with a peer group of companies constructed by the Company for the period from June 30, [removed: 2016,] [added: 2017,] through June 30, [removed: 2021.][added: 2022.]

[removed: ][added: ]

In August 2017, in conjunction with the Company’s offering and sale of our 0.25% outstanding convertible senior notes, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its common stock with a portion of the net proceeds received from the offering and sale of those convertible notes.

The shares that were purchased by the Company pursuant to this authorization were retained as treasury stock and are available for general corporate purposes.

During the fiscal year ended June 30, 2020, the Company purchased 50,000 shares of its common stock for $2 million under this program.

As of June 30, 2021, the Company has cumulatively purchased 1,416,587 shares of its common stock pursuant to the Program for approximately $22 million.

Five-Year Financial Summary

The following selected financial data for the five fiscal years presented are derived from the Company’s audited Consolidated Financial Statements.

The data should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Year Ended June 30, | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

| *($000 except per share data)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Statement of Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | | | | $ | 3,105,891 | | | | | $ | 2,380,071 | | | | | $ | 1,362,496 | | | | | $ | 1,158,794 | | | | | $ | 972,046 | |

| Net earnings (loss) | | | | | | 297,552 | | | | | | (67,029) | | | | | | 107,517 | | | | | | 88,002 | | | | | | 95,274 | | |

| Basic earnings (loss) per share | | | | | | 2.50 | | | | | | (0.79) | | | | | | 1.69 | | | | | | 1.41 | | | | | | 1.52 | | |

| Diluted earnings (loss) per share | | | | | | 2.37 | | | | | | (0.79) | | | | | | 1.63 | | | | | | 1.35 | | | | | | 1.48 | | |

| Diluted weighted average shares outstanding | | | | | | 115,034 | | | | | | 84,828 | | | | | | 65,804 | | | | | | 65,133 | | | | | | 64,507 | | |

| June 30, | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

| *($000)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Working capital | | | | | | $ | 2,297,805 | | | | | $ | 1,116,076 | | | | | $ | 542,348 | | | | | $ | 525,370 | | | | | $ | 517,344 | |

| Total assets | | | | | | 6,512,650 | | | | | | 5,234,714 | | | | | | 1,953,773 | | | | | | 1,761,661 | | | | | | 1,477,297 | | |

| Long-term debt | | | | | | 1,313,091 | | | | | | 2,186,092 | | | | | | 443,163 | | | | | | 419,013 | | | | | | 322,022 | | |

| Total debt | | | | | | 1,375,141 | | | | | | 2,255,342 | | | | | | 466,997 | | | | | | 439,013 | | | | | | 342,022 | | |

| Mezzanine equity | | | | | | 726,178 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Retained earnings | | | | | | 1,136,777 | | | | | | 876,552 | | | | | | 943,581 | | | | | | 836,064 | | | | | | 748,062 | | |

| Shareholders' equity | | | | | | 3,406,170 | | | | | | 2,076,803 | | | | | | 1,133,209 | | | | | | 1,024,311 | | | | | | 900,563 | | |

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2021.][added: 2022.]

Based on the evaluation, management concluded that as of June 30, [removed: 2021,] [added: 2022,] the Company’s internal controls over financial reporting were effective.

Ernst & Young LLP, an independent registered public accounting firm, has issued its report on the effectiveness of our internal control over financial reporting as of June 30, [removed: 2021.][added: 2022.]

We have audited the accompanying consolidated balance sheets of II-VI Incorporated and Subsidiaries (the Company) as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity and [added: mezzanine equity and] cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August [removed: 20, 2021] [added: 29, 2022] expressed an unqualified opinion thereon.

[added: Those standards require that we plan and perform the] audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| [removed: Accounting for] Series A Mandatory Convertible Preferred [removed: Stock] [added: Stock] | | | | | | [added: 8,915 | | | | | | 8,915 | | | | | | — | | |]

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls relating to management’s accounting for the [removed: Series B Convertible Preferred Stock, including] [added: commercial agreement. For example, we tested controls related to] management’s review of the relevant [removed: agreements] [added: rights] and [removed: evaluation of] [added: obligations in] the [removed: accounting guidance.] [added: contract and related assessment as to whether the contract is a lease or contains a lease.] To test the Company’s accounting for the [removed: obligations to issue shares of Series B-1 and B-2 Convertible Preferred Stock,] [added: commercial agreement,] our audit procedures included, among others, [removed: reading] [added: evaluating] the [removed: relevant agreements and] [added: reasonableness of] the Company’s [removed: accounting analysis, assessing the pertinent provisions] [added: interpretation] of the [removed: Series B-1 and B-2 Convertible Preferred Stock,] [added: rights] and [removed: evaluating] [added: obligations in] the [removed: Company’s conclusions as compared to] [added: contract by reading] the [removed: relevant accounting guidance.] [added: commercial agreement, performing inquiries of and obtaining written representations from management.] | | |

We have audited II-VI Incorporated and Subsidiaries’ internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, II-VI Incorporated and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity and [added: mezzanine equity and] cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated August [removed: 20, 2021] [added: 29, 2022] expressed an unqualified opinion thereon.

| June 30, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [added: Cash,] Cash [added: Equivalents,] and [removed: cash equivalents |] [added: Restricted Cash at Beginning of Period] | | | | | [removed: $] | 1,591,892 | | | | | [removed: $] | 493,046 | | [added: | | | | 204,872 | | |]

| Accounts receivable - less allowance for doubtful accounts of [removed: $924] [added: $4,206] at June 30, [removed: 2021] [added: 2022] and [removed: $1,698] [added: $924] at June 30, [removed: 2020] [added: 2021] | | | | | | [removed: 658,962] [added: 700,331] | | | | | | [removed: 598,124] [added: 658,962] | | |

| Inventories | | | | | | [removed: 695,828] [added: 902,559] | | | | | | [removed: 619,810] [added: 695,828] | | |

| Prepaid and refundable income taxes | | | | | | [removed: 13,095] [added: 19,585] | | | | | | [removed: 12,279] [added: 13,095] | | |

| Prepaid and other current assets | | | | | | [removed: 67,617] [added: 100,346] | | | | | | [removed: 65,710] [added: 67,617] | | |

| Total Current Assets | | | | | | [removed: 3,027,394] [added: 4,305,192] | | | | | | [removed: 1,788,969] [added: 3,027,394] | | |

| Property, plant & equipment, net | | | | | | [removed: 1,242,906] [added: 1,363,195] | | | | | | [removed: 1,214,772] [added: 1,242,906] | | |

| Goodwill | | | | | | [removed: 1,296,727] [added: 1,285,759] | | | | | | [removed: 1,239,009] [added: 1,296,727] | | |

| Other intangible assets, net | | | | | | [removed: 718,460] [added: 635,404] | | | | | | [removed: 758,368] [added: 718,460] | | |

| Deferred income taxes | | | | | | [removed: 33,498] [added: 31,714] | | | | | | [removed: 22,938] [added: 33,498] | | |

| Other assets | | | | | | [removed: 193,665] [added: 223,582] | | | | | | [removed: 210,658] [added: 193,665] | | |

| Total Assets | | | | | | $ | [removed: 6,512,650] [added: 7,844,846] | | | | | $ | [removed: 5,234,714] [added: 6,512,650] | |

| Current portion of long-term debt | | | | | | $ | [removed: 62,050] [added: 403,212] | | | | | $ | [removed: 69,250] [added: 62,050] | |

| Accounts payable | | | | | | [removed: 294,486] [added: 434,917] | | | | | | [removed: 268,773] [added: 294,486] | | |

| Accrued compensation and benefits | | | | | | [removed: 181,491] [added: 172,109] | | | | | | [removed: 157,557] [added: 181,491] | | |

| Operating lease current liabilities | | | | | | [removed: 25,358] [added: 27,574] | | | | | | [removed: 24,634] [added: 25,358] | | |

| Accrued income taxes payable | | | | | | [removed: 20,295] [added: 29,317] | | | | | | [removed: 33,341] [added: 20,295] | | |

| Other accrued liabilities | | | | | | [removed: 145,909] [added: 199,830] | | | | | | [removed: 119,338] [added: 145,909] | | |

| Total Current Liabilities | | | | | | [removed: 729,589] [added: 1,266,959] | | | | | | [removed: 672,893] [added: 729,589] | | |

| Long-term debt | | | | | | [removed: 1,313,091] [added: 1,897,214] | | | | | | [removed: 2,186,092] [added: 1,313,091] | | |

| Deferred income taxes | | | | | | [removed: 73,962] [added: 77,259] | | | | | | [removed: 45,551] [added: 73,962] | | |

| Operating lease liabilities | | | | | | [removed: 125,541] [added: 110,214] | | | | | | [removed: 94,701] [added: 125,541] | | |

| Other liabilities | | | | | | [removed: 138,119] [added: 109,922] | | | | | | [removed: 158,674] [added: 138,119] | | |

| Total Liabilities | | | | | | [removed: 2,380,302] [added: 3,461,568] | | | | | | [removed: 3,157,911] [added: 2,380,302] | | |

| Index to Consolidated Financial Statements | | | | | |

| | | | Page | | |

| Management's Report on Internal Control Over Financial Reporting | | | [62](#ie658d4863e7c4aa99a0779c5b385495d_1937) | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [63](#ie658d4863e7c4aa99a0779c5b385495d_73) | | |

| Consolidated Balance Sheets | | | [66](#ie658d4863e7c4aa99a0779c5b385495d_79) | | |

| Consolidated Statements of Earnings (Loss) | | | [67](#ie658d4863e7c4aa99a0779c5b385495d_82) | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | [68](#ie658d4863e7c4aa99a0779c5b385495d_85) | | |

| | | | | | |

| Consolidated Statements of Shareholders' Equity and Mezzanine Equity | | | [69](#ie658d4863e7c4aa99a0779c5b385495d_88) | | |

| | | | | | |

| Consolidated Statements of Cash Flows | | | [70](#ie658d4863e7c4aa99a0779c5b385495d_91) | | |

| | | | | | |

| Notes to Consolidated Financial Statements | | | [71](#ie658d4863e7c4aa99a0779c5b385495d_94) | | |

| | | | | | |

| Accounting for commercial agreement | | | | | |

| *Description of the Matter* | | | As described in Note 12 to the consolidated financial statements, the Company entered into a commercial agreement and received advance payments to fund the purchase of plant and equipment for the production of certain engineered materials products within the Compound Semiconductors segment. The Company determined that it has a substantive right to substitute alternative assets throughout the period of use, and therefore a lease does not exist within the commercial agreement. Auditing the Company’s accounting for the commercial agreement was complex due to the judgment required to determine whether the contract is a lease or contains a lease, which included an evaluation of whether the contractual rights and obligations in the commercial agreement provide the Company with the ability to substitute alternative assets throughout the period of use and whether the right of substitution is substantive. | | |

August 29, 2022

August 29, 2022

| Cash, cash equivalents, and restricted cash | | | | | | $ | 2,582,371 | | | | | $ | 1,591,892 | |

| | | | | | | 3,855,829 | | | | | | 3,624,636 | | |

| Cost of goods sold | | | | | | 2,051,120 | | | | | | 1,928,432 | | | | | | 1,588,890 | | |

| Selling, general and administrative | | | | | | 474,096 | | | | | | 445,235 | | | | | | 412,629 | | |

| Net earnings (loss) | | | | | | $ | 234,759 | | | | | $ | 297,552 | | | | | $ | (67,029) | |

| Change in fair value of interest rate cap, net of taxes of $3,818 for the year ended June 30, 2022 | | | | | | 14,306 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share-based and deferred compensation activities | | | | | | 1,796 | | | | | | 92,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (333) | | | | | | (20,888) | | | | | | 71,779 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 234,759 | | | | | | — | | | | | | — | | | | | | 234,759 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Change in fair value of interest rate swap, net of taxes of $11,901 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,508 | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,508 | | | | | | — | | | | | | — | | |

| Change in fair value of interest rate cap, net of taxes of $3,818 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,306 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,306 | | | | | | — | | | | | | — | | |

| Dividends and deemed dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (68,327) | | | | | | — | | | | | | — | | | | | | (68,327) | | | | | | — | | | | | | 40,625 | | |

| Adjustments for ASU 2020-06 | | | | | | — | | | | | | (56,388) | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,916 | | | | | | — | | | | | | — | | | | | | (11,472) | | | | | | — | | | | | | — | | |

| Balance - June 30, 2022 | | | | | | 120,923 | | | | | | $ | 2,064,552 | | | | | 2,300 | | | | | | $ | 445,319 | | | | | $ | (2,167) | | | | | $ | 1,348,125 | | | | | (13,973) | | | | | | $ | (239,354) | | | | | $ | 3,616,475 | | | | | 75 | | | | | | $ | 766,803 | |

| Net earnings (loss) | | | | | | $ | 234,759 | | | | | $ | 297,552 | | | | | $ | (67,029) | |

| Proceeds from issuance of Senior Notes | | | | | | 990,000 | | | | | | — | | | | | | — | | |

| Cash paid for interest | | | | | | $ | 57,314 | | | | | $ | 37,266 | | | | | $ | 62,190 | |

| Cash paid for income taxes | | | | | | $ | 50,000 | | | | | $ | 60,393 | | | | | $ | 39,521 | |

Management excluded from the scope of its assessment of internal control over financial reporting the internal controls of Ascatron, which was acquired in August 2020, and Innovion, which was acquired in October 2020.

The recent acquisitions excluded from management’s assessment of internal controls over financial reporting represented approximately $141.4 million and $117.4 million of total assets and net assets, respectively, as of June 30, 2021 and approximately $22.4 million and $2.5 million of total revenues and net loss, respectively, for the fiscal year then ended.

Those standards require that we plan and perform the

| *Description of the Matter* | | | As described in Note 11 to the consolidated financial statements, on July 7, 2020, the Company issued shares of Series A Mandatory Convertible Preferred Stock. Upon conversion, on the mandatory conversion date, each outstanding share of Series A Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert into a number of shares of the Company’s common stock determined based on the market value of the Company’s common stock on the mandatory conversion date. Auditing the Company’s accounting for the Series A Mandatory Convertible Preferred Stock was complex due to the significant estimation uncertainty involved in estimating the future market value of the Company’s common stock on the mandatory conversion date, which was used to determine whether the Series A Mandatory Convertible Preferred Stock should be classified within shareholders’ equity on the consolidated balance sheet as well as the related impact to the Company’s earnings per share. The Company used a Monte Carlo simulation model to estimate the future market value of its common stock on the mandatory conversion date, which considers inputs such as volatility and cost of equity, which are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls relating to management’s accounting for the Series A Mandatory Convertible Preferred Stock. For example, we tested controls that address the risks of material misstatement relating to the estimation of the future market value of the Company’s common stock on the mandatory conversion date, including management’s review of the estimation methodology and significant inputs. To test the Company’s accounting for the Series A Mandatory Convertible Preferred Stock, our audit procedures included, among others, reading the relevant agreements and the Company’s accounting analysis and evaluating the Company’s conclusions as compared to the relevant accounting guidance. To test the estimated future market value of the Company’s common stock, our audit procedures included, among others, assessing the appropriateness of the estimation methodology used and evaluating the significant inputs. We compared the forecasted volatility of the Company’s common stock price to its historical volatility and compared the cost of equity to prior valuations performed by the Company. We also performed sensitivity analyses to evaluate the changes in the estimated future market value of the Company’s common stock that would result from changes in the significant inputs. We involved our valuation specialist to assist in evaluating the methodology used, to test certain significant inputs and to perform comparative calculations. | | |

| Accounting for Series B Convertible Preferred Stock | | | | | |

| *Description of the Matter* | | | As described in Notes 3, 11 and 16 to the consolidated financial statements, the Company entered into an investment agreement, dated March 25, 2021, and amended and restated as of March 30, 2021, pursuant to which: (1) on March 31, 2021, the Company issued shares of Series B-1 Convertible Preferred Stock; and (2) the Company agreed to issue, immediately prior to the closing of the Company’s acquisition of Coherent, Inc., additional shares of Series B-2 Convertible Preferred Stock. The Series B-1 and B-2 Convertible Preferred Stock are contingently redeemable at the option of the holder on or after the tenth anniversary of the issuance or upon a certain change in control. The Company has concluded that (1) the obligation to issue the shares of Series B-1 Convertible Preferred Stock was required to be measured at fair value as an asset or liability with changes in fair value recognized in earnings; and (2) the obligation to issue the shares of Series B-2 Convertible Preferred Stock is an embedded feature that does not require bifurcation for separate accounting. Auditing the Company’s accounting for the obligations to issue shares of Series B-1 and B-2 Convertible Preferred Stock was complex due to the significant judgments made by management in determining whether each obligation should be classified and measured as an asset or liability on the consolidated balance sheet or comprises an embedded feature requiring bifurcation and separate accounting. | | |

August 20, 2021

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Ascatron AB (“Ascatron”) and INNOViON Corporation (“Innovion”), which are included in the June 30, 2021 consolidated financial statements of the Company and constituted $141.4 million and $117.4 million of total and net assets, respectively, as of June 30, 2021 and $22.4 million and $2.5 million of revenues and net loss, respectively, for the fiscal year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Ascatron and Innovion.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 3,624,636 | | | | | | 2,276,116 | | |

| Cost of goods sold | | | | | | 1,889,678 | | | | | | 1,560,521 | | | | | | 841,147 | | |

| Selling, general and administrative | | | | | | 483,989 | | | | | | 440,998 | | | | | | 233,518 | | |

| Balance - June 30, 2018 | | | | | | 75,693 | | | | | | $ | 351,761 | | | | | — | | | | | | $ | — | | | | | $ | (3,780) | | | | | $ | 836,064 | | | | | (12,396) | | | | | | $ | (159,734) | | | | | $ | 1,024,311 | | | | | — | | | | | | $ | — | |

| Share-based and deferred compensation activities | | | | | | 622 | | | | | | 30,662 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (158) | | | | | | (7,224) | | | | | | 23,438 | | | | | | — | | | | | | — | | |

| Purchases of treasury stock | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (50) | | | | | | (1,616) | | | | | | (1,616) | | | | | | — | | | | | | — | | |

| Cash and Cash Equivalents at Beginning of Period | | | | | | 493,046 | | | | | | 204,872 | | | | | | 247,038 | | |

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States and world.

We place our cash and cash equivalents with high credit quality financial institutions and to date have not experienced credit losses in these instruments.

The Company reviews its

On August 20, 2020, the Company acquired all of the outstanding shares of Ascatron AB ("Ascatron"), located in Sweden and on October 1, 2020, the Company acquired the remaining 6.1% interest in INNOViON Corporation ("Innovion").

Refer to Note 4 Acquisitions for further information regarding the Innovion and Ascatron acquisitions.

customer or receipt of the product by the customer and without significant judgments.

Financial Instruments - Credit Losses

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13*,* Financial Instruments - Credit Losses (Topic 326), which modifies the measurement of expected credit losses on certain types of financial instruments, including trade receivables.

ASC 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

This update permits the use of either the modified retrospective or fully retrospective method of transition.

We plan to adopt this ASU as of July 1, 2021.

We estimate the impact of adopting ASU 2020-06 will result in an increase in net debt of $15 million, a decrease in the deferred tax liability of $3 million, a decrease in common stock of $56 million, and an increase in retained earnings of $45 million.

The adoption will result in a decrease of interest expense of approximately $12 million in fiscal year 2022.

On March 25, 2021, II-VI, Coherent, Inc., and Watson Merger Sub Inc., a wholly owned subsidiary of II-VI (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Merger Sub will be merged with and into Coherent, and Coherent will continue as the surviving corporation in the merger and wholly owned subsidiary of II-VI (the “Merger”).

(A) $220.00 in cash, without interest (the “Cash Consideration”), and

(B) 0.91 of a validly issued, fully paid and nonassessable share of common stock of II-VI, no par value per share (“II-VI Common Stock”)

Pursuant to the terms of the Merger Agreement, each Coherent restricted stock unit award (a “Coherent RSU”), other than Director RSUs (as defined below), outstanding immediately prior to the Effective Time will be automatically converted into

time-based restricted stock units denominated in shares of II-VI Common Stock entitling the holder to receive, upon settlement, a number of shares of II-VI Common Stock equal to the number of shares of Coherent Common Stock subject to the Coherent RSU multiplied by the sum of (A) 0.91, and (B) the quotient obtained by dividing the Cash Consideration by the volume weighted average price of a share of II-VI Common Stock for a 10 trading day period ending prior to the closing of the Merger (the “Closing”).

For Coherent RSUs subject to performance-based vesting conditions and metrics, the number of shares of II-VI Common Stock subject to the converted Coherent RSUs will be determined after giving effect to the Coherent Board of Directors’ determination of the number of Coherent RSUs earned, based on the greater of the target or actual level of achievement of such goals or metrics immediately prior to the Effective Time.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2021,] [added: 2022,] the Company’s disclosure controls and procedures are effective.

Refer to Management’s Report on Internal Control Over Financial Reporting included in Item 8 of this Annual Report [removed: of] [added: on] Form 10-K.

PART III

Not applicable.

PART III

The other information required by this item, to the extent applicable, is incorporated herein by reference to the information set forth under the captions [removed: “Election] [added: "Election] of [removed: Directors] [added: Directors"] and [removed: Delinquent] [added: if applicable, "Delinquent] Section 16(a) Reports" in the Company’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed pursuant to Regulation 14A of the Exchange Act (the “Proxy Statement”).

The Company has adopted its Code of Business Conduct and Ethics for all of its [removed: employees and its Code of Ethics for Senior Financial Officers including the principal executive officer and principal financial officer.][added: employees.]

The Code of Business Conduct and Ethics [removed: and Code of Ethics for Senior Financial Officers] can be found on the Company’s Internet web site at www.ii-vi.com under “Investors Information – Corporate Governance Documents.” The Company will promptly disclose on its web site (i) any amendments or waivers with respect to a director’s or executive officer’s compliance with the Code of Business Conducts and Ethics and (ii) any amendments or waivers with respect to any provision of the Code of [removed: Ethics for Senior Financial Officers.][added: Ethics.]

Any person may also obtain a copy of the Code of Business Conduct and Ethics [removed: and/or the Code of Ethics for Senior Financial Officer] without charge by submitting their request to the Chief Financial Officer and Treasurer of II-VI Incorporated, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056, or by calling (724) 352-4455.

The information required by this item is incorporated herein by reference to the information set forth under the caption “Director Compensation in Fiscal Year [removed: 2021,”] [added: 2022,”] “Executive Compensation,” “Compensation Committee Report” and “Compensation and Risk” in the Company’s Proxy Statement.

The information required by this item is incorporated herein by reference to the information set forth under the captions “Equity Compensation Plan Information” and “Security [removed: Owners] [added: Ownership] of Certain Beneficial Owners and Management” in the Company’s Proxy Statement.

The information required by this item is incorporated herein by reference to the information set forth under the caption “Ratification of [added: the Audit Committee's] Selection of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement.

Schedule II – Valuation and Qualifying Accounts for each of the three fiscal years in the period ended June 30, [removed: 2021] [added: 2022] is set forth under Item 8 of this Annual Report on Form 10-K.

| 2.01 | | | | | | [Agreement and Plan of Merger, [removed: dated](https://www.sec.gov/Archives/edgar/data/1094739/000110465918067123/a18-39922_1ex2d1.htm) [as of](https://www.sec.gov/Archives/edgar/data/1094739/000110465918067123/a18-39922_1ex2d1.htm) [November] [added: dated as of November] 8, 2018, by and among II-VI Incorporated, Mutation Merger Sub Inc. and Finisar Corporation.](https://www.sec.gov/Archives/edgar/data/1094739/000110465918067123/a18-39922_1ex2d1.htm) | | | | | | Incorporated herein by reference to Exhibit 2.1 to II-VI’s Current Report on Form 8-K (File No. 000-16195) filed on November 9, 2018. | | |

| 3.02 | | | | | | [Amended and Restated By-Laws of II-VI [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/820318/000119312521062382/d22272dex31.htm),] [added: Incorporated] as amended and restated effective [removed: February 26, 2021.] [added: November 19, 2021.](https://www.sec.gov/Archives/edgar/data/820318/000119312521339339/d242818dex31.htm)] | | | | | | Incorporated herein by reference to Exhibit 3.1 to [removed: II-VI’s] [added: the Company’s] Current Report on Form 8-K (File No. 001-39375) filed on [removed: March 1,] [added: November 24,] 2021. | | |

| [removed: 4.03] [added: 10.28] | | | | | | [removed: [Description of II-VI's Securities Registered Pursuant to Section 12] [added: [Form] of [added: Performance Share Award Agreement under] the [removed: Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/820318/000082031820000023/ex-40306302020.htm)] [added: II-VI Incorporated 2018 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000082031820000023/ex-102806302020.htm)] | | | | | | Incorporated herein by reference to Exhibit [removed: 4.03 of] [added: 10.28 to] II-VI's Annual Report on Form 10-K (File [removed: No,] [added: No.] 001-39375) for the fiscal year ended June 30, 2020. | | |

| [removed: 4.04] [added: 4.05] | | | | | | [Indenture, dated as of December [removed: 21, 2016 by and between Finisar Corporation] [added: 10, 2021, among the Company, the guarantors party thereto] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1094739/000110465916163217/a16-22950_3ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm)] | | | | | | Incorporated herein by reference to Exhibit 4.1 [removed: to Finisar Corporation's] [added: of the Company’s] Current Report on Form 8-K (File No. [removed: 000-27999)] [added: 001-39375)] filed on December [removed: 21, 2016.] [added: 10, 2021.] | | |

| [removed: 4.05] [added: 10.29] | | | | | | [removed: [First Supplemental Indenture, dated as of September 24, 2019, by and among II-VI Incorporated, Finisar Corporation and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/820318/000119312519253627/d806984dex42.htm)] [added: [II-VI Incorporated Executive Severance Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex101.htm)] | | | | | | Incorporated herein by reference to Exhibit [removed: 4.2] [added: 10.1] to [removed: II-VI’s] [added: II-VI's] Current Report on Form 8-K (File No. 000-16195) filed on [removed: September 24,] [added: August 22,] 2019. | | |

| 4.06 | | | | | | Form of 0.50% Convertible Senior Notes due [removed: 2036] [added: 2029.] | | | | | | Included in Exhibit [removed: 4.04.] [added: 4.05.] | | |

| [removed: 4.07] [added: 4.04] | | | | | | Form of 6.00% Series A Mandatory Convertible Preferred Stock Certificate. | | | | | | Included in Exhibit 3.03. | | |

| 10.01 | | | | | | [removed: [Amended and Restated Credit] [added: [Credit] Agreement, dated as of [removed: September 24, 2019,] [added: July 1, 2022,] by and among II-VI Incorporated, [removed: Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and] the [removed: other] lenders [added: and other parties from time to time] party [removed: thereto](https://www.sec.gov/Archives/edgar/data/820318/000119312519253627/d806984dex101.htm)] [added: thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/820318/000119312522186770/d307343dex101.htm)] | | | | | | Incorporated herein by reference to Exhibit 10.1 [removed: to Amendment No. 1 to II-VI’s] [added: of the Company’s] Current Report on Form 8-K (File No. [removed: 000-16195)] [added: 001-39375)] filed on [removed: September 24, 2019.] [added: July 1, 2022.] | | |

| 10.20 | | | | | | [Form of Performance Share Award Agreement under the II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-102006302021.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/0000820318/000082031820000023/ex-102006302020.htm)] | | | | | | Incorporated herein by reference to Exhibit 10.20 to II-VI's Annual Report on Form 10-K (File No. 001-39375) for the fiscal year ended June 30, 2020. | | |

| 10.22 | | | | | | [II-VI [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/0000820318/000119312520289839/d89872dex991.htm)] [added: Incorporated] Amended and Restated 2018 Omnibus Incentive [removed: Plan*] [added: Plan*](https://www.sec.gov/Archives/edgar/data/0000820318/000119312520289839/d89872dex991.htm)] | | | | | | Incorporated herein by reference to Exhibit 99.1 to II-VI’s Registration Statement on Form S-8 (File No. 333-249995) filed on November 10, 2020. | | |

| [removed: 10.28] [added: 10.31] | | | | | | [Form of Performance Share [added: Unit] Award Agreement [removed: under the II-VI Incorporated 2018 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-102806302021.htm)] [added: (Cash Flow; Share-Settled)](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103106302021.htm)] | | | | | | Incorporated herein by reference to Exhibit [removed: 10.28] [added: 10.31] to [removed: II-VI's] [added: the Company’s] Annual Report on Form 10-K (File No. 001-39375) for the fiscal year ended June 30, [removed: 2020.] [added: 2021.] | | |

| [removed: 10.29] [added: 10.43] | | | | | | [removed: [II-VI] [added: [Amended and Restated Employment Agreement, effective August 23, 2022, by and between II-VI] Incorporated [removed: Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex101.htm)[*](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex101.htm)] [added: and Vincent D. Mattera, Jr.](https://www.sec.gov/Archives/edgar/data/820318/000119312522227538/d218421dex101.htm)] | | | | | | Incorporated herein by reference to Exhibit 10.1 to II-VI's Current Report on Form 8-K (File No. [removed: 000-16195)] [added: 001-39375)] filed on August [removed: 22, 2019.] [added: 23, 2022] | | |

| 10.32 | | | | | | [Form of Performance Share Unit Award Agreement (Relative TSR; Share-Settled](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103206302021.htm) | | | | | | [removed: Filed herewith.] [added: Incorporated herein by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K (File No. 001-39375) for the fiscal year ended June 30, 2021.] | | |

| 21.01 | | | | | | [List of Subsidiaries of II-VI [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-210106302021.htm)] [added: Incorporated](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-210106302022.htm)] | | | | | | Filed herewith. | | |

| 23.01 | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-230106302021.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-230106302022.htm)] | | | | | | Filed herewith. | | |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-310106302021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-310106302022.htm)] | | | | | | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-310206302021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-310206302022.htm)] | | | | | | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-320106302021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-320106302022.htm)] | | | | | | [removed: Furnished] [added: Filed] 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-320206302021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-320206302022.htm)] | | | | | | [removed: Furnished] [added: Filed] herewith. | | |

| 4.03 | | | | | | [Description of II-VI's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-40306302022.htm) | | | | | | Filed herewith. | | |

| 4.07 | | | | | | [Registration Rights Agreement, dated March 31, 2021, by and between II-VI Incorporated and BCPE Watson (DE) SPV, LP.](https://www.sec.gov/Archives/edgar/data/820318/000119312522191349/d368223dex99d.htm) | | | | | | Incorporated herein by reference to Exhibit D of the Schedule 13D filed by BCPE Watson (DE) BML, LP on July 11, 2022. | | |

| 10.33 | | | | | | [Offer Letter, dated January 13, 2022, from II-VI Incorporated to Ronald Basso*](https://www.sec.gov/Archives/edgar/data/820318/000082031822000010/iivi-20220331xexx101.htm) | | | | | | Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39375) for the quarter ended March 31, 2022. | | |

| 10.34 | | | | | | [Employment Letter Agreement, dated January 7, 2022, by and between II-VI Incorporated and Mark Sobey*](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-103406302022.htm) | | | | | | Filed herewith. | | |

| 10.35 | | | | | | [Coherent, Inc. 2011 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465911026861/a11-11655_1ex10d1.htm) | | | | | | Incorporated herein by reference to Exhibit 10.1 to the Form S-8 filed by Coherent, Inc. (File No. 333-174019) on May 6, 2011. | | |

| 10.36 | | | | | | [Coherent, Inc. 2011 Equity Incentive Plan - Form of Time-Based RSU Agreement.](https://www.sec.gov/Archives/edgar/data/21510/000002151011000008/ex1023.htm) | | | | | | Incorporated herein by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed by Coherent, Inc. (File No. 001-33962) for its fiscal year ended October 1, 2011. | | |

| 10.37 | | | | | | [Coherent, Inc. 2011 Equity Incentive Plan - Form of Performance RSU Agreement.](https://www.sec.gov/Archives/edgar/data/21510/000002151019000034/a201910k1011.htm) | | | | | | Incorporated herein by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed by Coherent, Inc. (File No. 001-33962) for its fiscal year ended September 28, 2019. | | |

| 10.38 | | | | | | [Coherent, Inc. 2011 Equity Incentive Plan - Form of Global RSU Agreement.](https://www.sec.gov/Archives/edgar/data/21510/000002151018000029/exhibit1012formofglobalrsu.htm) | | | | | | Incorporated herein by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed by Coherent, Inc. (File No. 001-33962) for its fiscal year ended September 29, 2018. | | |

| 10.39 | | | | | | [Coherent, Inc. 2011 Equity Incentive Plan - Form of Global Performance RSU Agreement.](https://www.sec.gov/Archives/edgar/data/21510/000002151019000034/a201910k1013.htm) | | | | | | Incorporated herein by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed by Coherent, Inc. (File No. 001-33962) for its fiscal year ended September 28, 2019. | | |

| 10.40 | | | | | | [Coherent, Inc. Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465920051611/tm2016811d1_ex99-1.htm) | | | | | | Incorporated herein by reference to Exhibit 99.1 to the Form S-8 filed by Coherent, Inc. (File No. 333-237855) on April 27, 2020. | | |

| 10.41 | | | | | | [Coherent, Inc. Equity Incentive Plan - Form of Global Restricted Stock Unit Agreement.](https://www.sec.gov/Archives/edgar/data/0000021510/000002151020000033/a102equityincentivepla.htm) | | | | | | Incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Coherent, Inc. (File No. 001-33962) for its quarter ended July 4, 2020. | | |

| 10.42 | | | | | | [Coherent, Inc. Equity Incentive Plan - Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Coherent, Inc. (File No. 001-33962) on August 12, 2020).](https://www.sec.gov/Archives/edgar/data/21510/000002151020000033/a103equityincentivepla.htm) | | | | | | Incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Coherent, Inc. (File No. 001-33962) for its quarter ended July 4, 2020. | | |

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| 10.10 | | | | | | [II-VI Incorporated 2009 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312509197796/ddef14a.htm) | | | | | | Incorporated herein by reference to Exhibit A to II-VI’s Definitive Proxy Statement on Schedule 14A (File No. 000-16195) filed on September 25, 2009. | | |

| 10.11 | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated 2009 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312512046236/d265588dex1027.htm) | | | | | | Incorporated herein by reference to Exhibit 10.27 to II-VI’s Current Report on Form 10-Q (File No. 000-16195) for the quarter ended December 31, 2011. | | |

| 10.31 | | | | | | A[mended and Restated Investment Agreement, dated as of March 30, 2021 by and between II-VI Incorporated and BCPE Watson (DE) SPV, LP](https://www.sec.gov/Archives/edgar/data/0000820318/000119312521102324/d135490dex101.htm) | | | | | | Incorporated herein by reference to Exhibit 10.1 to II-VI's Current Report on Form 8-K (File No. 001-39375) filed on March 31, 2021. | | |

| 10.31 | | | | | | [Form of Performance Share Unit Award Agreement (Cash Flow; Share-Settled)](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103106302021.htm) | | | | | | Filed herewith. | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Vincent D. Mattera Jr. | | |

| | | | | | | | | | | | | Chief Executive Officer and [removed: Director] [added: Chairman of the Board] | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Mary Jane Raymond | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Francis J. Kramer | | |

| | | | | | | | | | | | | Chairman [added: Emeritus] of the Board | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Joseph J. Corasanti | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Howard H. Xia | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Shaker Sadasivam | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Enrico Digirolamo | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Michael L. Dreyer | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Patricia Hatter | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ David L. Motley | | |

| Date: August [removed: 20, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ Stephen Pagliuca | | |

| Date: August 29, 2022 | | | | | | By: | | | | | | /s/ Vincent D. Mattera Jr. | | |

| Date: August 29, 2022 | | | | | | By: | | | | | | /s/ Lisa Neal-Graves | | |

| | | | | | | | | | | | | Lisa Neal-Graves | | |

| Date: August 29, 2022 | | | | | | By: | | | | | | /s/ Stephen A. Skaggs | | |

| | | | | | | | | | | | | Stephen A. Skaggs | | |

| | | | | | | | | | | | | Director | | |

| Date: August 29, 2022 | | | | | | By: | | | | | | /s/ Sandeep S. Vij | | |

| | | | | | | | | | | | | Sandeep S. Vij | | |

| | | | | | | | | | | | | Director | | |

| Date: August 20, 2021 | | | | | | By: | | | | | | /s/ RADM Marc Y. E. Pelaez (retired) | | |

| | | | | | | | | | | | | RADM Marc Y. E. Pelaez (retired) | | |