UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

________________________________________________________________


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

For the quarterly period ended ~~December~~March 31, ~~2022~~2023


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

for the transition period from to .

Commission File Number: 001-39375

COHERENT CORP.

(Exact name of registrant as specified in its charter)

________________________________________________________________


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

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

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

N/A

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

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


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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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

Table of Contents

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

At ~~February 6,~~May 8, 2023, ~~138,962,661~~139,377,779 shares of Common Stock, no par value, of the registrant were outstanding.

Table of Contents

COHERENT CORP.

INDEX


		Page No.

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets – ~~December~~March 31, ~~2022~~2023 and June 30, 2022 (Unaudited)	3
	Condensed Consolidated Statements of Earnings (Loss) – Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows – ~~Six~~Nine Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	7
	Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity – Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	4039
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41

Item 6.	Exhibits	42

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Coherent Corp. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

($000)


		December 31, 2022		June 30, 2022			March 31, 2023		June 30, 2022
Assets	Assets					Assets
Current Assets	Current Assets					Current Assets
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	913,286	$	2,582,371	Cash, cash equivalents, and restricted cash	$	901,028	$	2,582,371
Accounts receivable - less allowance for doubtful accounts of $7,843 at December 31, 2022 and $4,206 at June 30, 2022		956,674		700,331
Accounts receivable - less allowance for doubtful accounts of $8,344 at March 31, 2023 and $4,206 at June 30, 2022						Accounts receivable - less allowance for doubtful accounts of $8,344 at March 31, 2023 and $4,206 at June 30, 2022	924,369		700,331
Inventories	Inventories	1,367,375		902,559		Inventories	1,394,103		902,559
Prepaid and refundable income taxes	Prepaid and refundable income taxes	25,266		19,585		Prepaid and refundable income taxes	26,237		19,585
Prepaid and other current assets	Prepaid and other current assets	153,799		100,346		Prepaid and other current assets	160,907		100,346
Total Current Assets	Total Current Assets	3,416,400		4,305,192		Total Current Assets	3,406,644		4,305,192
Property, plant & equipment, net	Property, plant & equipment, net	1,875,558		1,363,195		Property, plant & equipment, net	1,910,561		1,363,195
Goodwill	Goodwill	4,426,841		1,285,759		Goodwill	4,505,137		1,285,759
Other intangible assets, net	Other intangible assets, net	4,028,533		635,404		Other intangible assets, net	3,954,198		635,404

Deferred income taxes	Deferred income taxes	30,860		31,714		Deferred income taxes	34,169		31,714
Other assets	Other assets	330,702		223,582		Other assets	306,923		223,582
Total Assets	Total Assets	$	14,108,894	$	7,844,846	Total Assets	$	14,117,632	$	7,844,846
Liabilities, Mezzanine Equity and Shareholders' Equity	Liabilities, Mezzanine Equity and Shareholders' Equity					Liabilities, Mezzanine Equity and Shareholders' Equity
Current Liabilities	Current Liabilities					Current Liabilities
Current portion of long-term debt	Current portion of long-term debt	$	74,927	$	403,212	Current portion of long-term debt	$	74,910	$	403,212
Accounts payable	Accounts payable	428,959		434,917		Accounts payable	428,860		434,917
Accrued compensation and benefits	Accrued compensation and benefits	208,474		172,109		Accrued compensation and benefits	177,811		172,109
Operating lease current liabilities	Operating lease current liabilities	39,101		27,574		Operating lease current liabilities	40,309		27,574
Accrued income taxes payable	Accrued income taxes payable	75,424		29,317		Accrued income taxes payable	74,156		29,317
Other accrued liabilities	Other accrued liabilities	306,031		199,830		Other accrued liabilities	311,410		199,830
Total Current Liabilities	Total Current Liabilities	1,132,916		1,266,959		Total Current Liabilities	1,107,456		1,266,959
Long-term debt	Long-term debt	4,422,817		1,897,214		Long-term debt	4,349,923		1,897,214
Deferred income taxes	Deferred income taxes	825,904		77,259		Deferred income taxes	847,212		77,259
Operating lease liabilities	Operating lease liabilities	146,537		110,214		Operating lease liabilities	148,010		110,214
Other liabilities	Other liabilities	219,459		109,922		Other liabilities	213,953		109,922
Total Liabilities	Total Liabilities	6,747,633		3,461,568		Total Liabilities	6,666,554		3,461,568
Mezzanine Equity	Mezzanine Equity					Mezzanine Equity
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 and 75,000 shares at December 31, 2022 and June 30, 2022, respectively; redemption value - $2,253,479 and $798,181, respectively		2,182,471		766,803
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 and 75,000 shares at March 31, 2023 and June 30, 2022, respectively; redemption value - $2,281,448 and $798,181, respectively						Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 and 75,000 shares at March 31, 2023 and June 30, 2022, respectively; redemption value - $2,281,448 and $798,181, respectively	2,211,642		766,803
Shareholders' Equity	Shareholders' Equity					Shareholders' Equity
Series A preferred stock, no par value, 6% cumulative; issued - 2,300,000 shares at December 31, 2022 and June 30, 2022		445,319		445,319
Common stock, no par value; authorized - 300,000,000 shares; issued - 153,869,047 shares at December 31, 2022; 120,923,171 shares at June 30, 2022		3,704,259		2,064,552
Series A preferred stock, no par value, 6% cumulative; issued - 2,300,000 shares at March 31, 2023 and June 30, 2022						Series A preferred stock, no par value, 6% cumulative; issued - 2,300,000 shares at March 31, 2023 and June 30, 2022	445,319		445,319
Common stock, no par value; authorized - 300,000,000 shares; issued - 154,369,985 shares at March 31, 2023; 120,923,171 shares at June 30, 2022						Common stock, no par value; authorized - 300,000,000 shares; issued - 154,369,985 shares at March 31, 2023; 120,923,171 shares at June 30, 2022	3,755,410		2,064,552
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	126,130		(2,167)		Accumulated other comprehensive income (loss)	170,454		(2,167)
Retained earnings	Retained earnings	1,192,847		1,348,125		Retained earnings	1,159,322		1,348,125
		5,468,555		3,855,829			5,530,505		3,855,829
Treasury stock, at cost; 15,067,831 shares at December 31, 2022 and 13,972,758 shares at June 30, 2022		(289,765)		(239,354)
Treasury stock, at cost; 15,098,467 shares at March 31, 2023 and 13,972,758 shares at June 30, 2022						Treasury stock, at cost; 15,098,467 shares at March 31, 2023 and 13,972,758 shares at June 30, 2022	(291,069)		(239,354)
Total Shareholders' Equity	Total Shareholders' Equity	5,178,790		3,616,475		Total Shareholders' Equity	5,239,436		3,616,475
Total Liabilities, Mezzanine Equity and Shareholders' Equity	Total Liabilities, Mezzanine Equity and Shareholders' Equity	$	14,108,894	$	7,844,846	Total Liabilities, Mezzanine Equity and Shareholders' Equity	$	14,117,632	$	7,844,846

See ~~notes~~Notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Table of Contents`

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)


		Three Months Ended December 31,					Three Months Ended March 31,
		2022		2021			2023		2022
Revenues	Revenues	$	1,370,285	$	806,819	Revenues	$	1,240,194	$	827,724

Costs, Expenses, and Other Expense (Income)	Costs, Expenses, and Other Expense (Income)					Costs, Expenses, and Other Expense (Income)
Cost of goods sold	Cost of goods sold	959,097		495,652		Cost of goods sold	820,038		506,051
Internal research and development	Internal research and development	128,791		95,328		Internal research and development	126,382		96,895
Selling, general and administrative	Selling, general and administrative	274,151		117,617		Selling, general and administrative	226,386		118,009
Interest expense	Interest expense	70,904		17,062		Interest expense	75,183		43,499
Other expense (income), net	Other expense (income), net	3,696		1,806		Other expense (income), net	(3,048)		241
Total Costs, Expenses, & Other Expense (Income)		1,436,639		727,465
Total Costs, Expenses, & Other Expense						Total Costs, Expenses, & Other Expense	1,244,941		764,695

Earnings (Loss) Before Income Taxes	Earnings (Loss) Before Income Taxes	(66,354)		79,354		Earnings (Loss) Before Income Taxes	(4,747)		63,029

Income Tax Expense (Benefit)	Income Tax Expense (Benefit)	(21,282)		11,697		Income Tax Expense (Benefit)	(7,293)		14,027

Net Earnings (Loss)		$	(45,072)	$	67,657

Net Earnings						Net Earnings	$	2,546	$	49,002

Less: Dividends on Preferred Stock	Less: Dividends on Preferred Stock	$	35,889	$	16,703	Less: Dividends on Preferred Stock	$	36,071	$	17,148
Net Earnings (Loss) available to the Common Shareholders	Net Earnings (Loss) available to the Common Shareholders	$	(80,961)	$	50,954	Net Earnings (Loss) available to the Common Shareholders	$	(33,525)	$	31,854

Basic Earnings (Loss) Per Share	Basic Earnings (Loss) Per Share	$	(0.58)	$	0.48	Basic Earnings (Loss) Per Share	$	(0.24)	$	0.30

Diluted Earnings (Loss) Per Share	Diluted Earnings (Loss) Per Share	$	(0.58)	$	0.44	Diluted Earnings (Loss) Per Share	$	(0.24)	$	0.28

See ~~notes~~Notes to ~~condensed consolidated financial statements.~~

Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)


		Six Months Ended December 31,					Nine Months Ended March 31,
		2022		2021			2023		2022
Revenues	Revenues	$	2,714,855	$	1,601,930	Revenues	$	3,955,049	$	2,429,654

Costs, Expenses, and Other Expense (Income)	Costs, Expenses, and Other Expense (Income)					Costs, Expenses, and Other Expense (Income)
Cost of goods sold	Cost of goods sold	1,860,093		984,139		Cost of goods sold	2,680,131		1,490,190
Internal research and development	Internal research and development	249,875		184,294		Internal research and development	376,257		281,189
Selling, general and administrative	Selling, general and administrative	554,165		240,225		Selling, general and administrative	780,551		358,234
Interest expense	Interest expense	132,793		29,253		Interest expense	207,976		72,752
Other expense (income), net	Other expense (income), net	35,301		(5,776)		Other expense (income), net	32,253		(5,535)
Total Costs, Expenses, & Other Expense (Income)		2,832,227		1,432,135
Total Costs, Expenses, & Other Expense						Total Costs, Expenses, & Other Expense	4,077,168		2,196,830

Earnings (Loss) Before Income Taxes	Earnings (Loss) Before Income Taxes	(117,372)		169,795		Earnings (Loss) Before Income Taxes	(122,119)		232,824

Income Tax Expense (Benefit)	Income Tax Expense (Benefit)	(33,602)		27,674		Income Tax Expense (Benefit)	(40,895)		41,701

Net Earnings (Loss)	Net Earnings (Loss)	$	(83,770)	$	142,121	Net Earnings (Loss)	$	(81,224)	$	191,123

Less: Dividends on Preferred Stock	Less: Dividends on Preferred Stock	$	71,466	$	33,785	Less: Dividends on Preferred Stock	$	107,537	$	50,933
Net Earnings (Loss) available to the Common Shareholders	Net Earnings (Loss) available to the Common Shareholders	$	(155,236)	$	108,336	Net Earnings (Loss) available to the Common Shareholders	$	(188,761)	$	140,190

Basic Earnings (Loss) Per Share	Basic Earnings (Loss) Per Share	$	(1.14)	$	1.02	Basic Earnings (Loss) Per Share	$	(1.38)	$	1.32

Diluted Earnings (Loss) Per Share	Diluted Earnings (Loss) Per Share	$	(1.14)	$	0.94	Diluted Earnings (Loss) Per Share	$	(1.38)	$	1.22

See ~~notes~~Notes to ~~condensed consolidated financial statements.~~

Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

($000)

Three Months Ended
December 31, Six Months Ended
December 31,
2022 2021 2022 2021
Net earnings (loss) $ (45,072) $ 67,657 $ (83,770) $ 142,121
Other comprehensive income (loss):
Foreign currency translation adjustments 232,035 2,593 99,664 (11,788)
Change in fair value of interest rate swap, net of taxes of $(92) and $3,360 for
the three and six months ended December 31, 2022, respectively, and $2,714 and
$3,448 for the three and six months ended December 31, 2021, respectively
(334) 9,910 12,270 12,591
Change in fair value of interest rate cap, net of taxes of $(1,208) and $4,232 for
the three and six months ended December 31, 2022, respectively, and $0 for the three and six months ended December 31, 2021
(4,543) — 15,921 —
Pension adjustment, net of taxes of $0 for the three and six months ended December 31, 2022, and $0 for the three and six months ended December 31, 2021 403 — 442 —
Comprehensive income (loss) $ 182,489 $ 80,160 $ 44,527 $ 142,924


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Net earnings (loss)	$	2,546	$	49,002	$	(81,224)	$	191,123
Other comprehensive income (loss):
Foreign currency translation adjustments	58,141		327		157,805		(11,461)
Change in fair value of interest rate swap, net of taxes of $(1,712) and $1,649 for the three and nine months ended March 31, 2023, respectively, and $6,519 and $9,967 for the three and nine months ended March 31, 2022, respectively	(6,251)		23,804		6,019		36,395
Change in fair value of interest rate cap, net of taxes of $(2,200) and $2,032 for the three and nine months ended March 31, 2023, respectively, and $2,370 for the three and nine months ended March 31, 2022	(8,275)		8,916		7,646		8,916
Pension adjustment, net of taxes of $0 for the three and nine months ended March 31, 2023, and $0 for the three and nine months ended March 31, 2022	709		—		1,151		—
Comprehensive income	$	46,870	$	82,049	$	91,397	$	224,973

See ~~notes~~Notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

($000)


		Six Months Ended December 31,					Nine Months Ended March 31,
		2022		2021			2023		2022
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Net earnings (loss)	Net earnings (loss)	$	(83,770)	$	142,121	Net earnings (loss)	$	(81,224)	$	191,123
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:					Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	Depreciation	129,227		100,392		Depreciation	197,469		153,714
Amortization	Amortization	187,968		40,327		Amortization	280,667		59,820
Share-based compensation expense	Share-based compensation expense	88,952		40,709		Share-based compensation expense	123,674		57,424
Amortization of discount on convertible debt and debt issuance costs	Amortization of discount on convertible debt and debt issuance costs	8,276		4,557		Amortization of discount on convertible debt and debt issuance costs	13,690		12,159

Unrealized losses (gains) on foreign currency remeasurements and transactions	Unrealized losses (gains) on foreign currency remeasurements and transactions	3,988		(1,880)		Unrealized losses (gains) on foreign currency remeasurements and transactions	(945)		(912)
Loss from equity investments		(740)		(1,393)
Gain from equity investments						Gain from equity investments	(435)		(1,641)
Deferred income taxes	Deferred income taxes	(86,232)		3,218		Deferred income taxes	(121,277)		(8,917)

Loss on debt extinguishment	Loss on debt extinguishment	6,835		—		Loss on debt extinguishment	6,835		—
Increase (decrease) in cash from changes in (net of effect of acquisitions):	Increase (decrease) in cash from changes in (net of effect of acquisitions):					Increase (decrease) in cash from changes in (net of effect of acquisitions):
Accounts receivable	Accounts receivable	12,647		55,548		Accounts receivable	50,887		3,764
Inventories	Inventories	96,084		(123,748)		Inventories	75,096		(184,073)
Accounts payable	Accounts payable	(82,042)		12,752		Accounts payable	(78,985)		27,056
Contract liabilities	Contract liabilities	12,078		25,096		Contract liabilities	13,177		24,473
Income taxes	Income taxes	24,098		2,598		Income taxes	18,478		19,957
Accrued compensation and benefits	Accrued compensation and benefits	(24,231)		(35,288)		Accrued compensation and benefits	(54,893)		(40,030)

Other operating net assets (liabilities)	Other operating net assets (liabilities)	6,930		(24,924)		Other operating net assets (liabilities)	10,279		(37,910)
Net cash provided by operating activities	Net cash provided by operating activities	300,068		240,085		Net cash provided by operating activities	452,493		276,007
Cash Flows from Investing Activities	Cash Flows from Investing Activities					Cash Flows from Investing Activities
Additions to property, plant & equipment	Additions to property, plant & equipment	(245,854)		(101,689)		Additions to property, plant & equipment	(342,999)		(195,991)
Purchases of businesses, net of cash acquired	Purchases of businesses, net of cash acquired	(5,488,556)		—		Purchases of businesses, net of cash acquired	(5,488,556)		—

Other investing activities	Other investing activities	(2,261)		—		Other investing activities	(2,261)		(5,750)
Net cash used in investing activities	Net cash used in investing activities	(5,736,671)		(101,689)		Net cash used in investing activities	(5,833,816)		(201,741)
Cash Flows from Financing Activities	Cash Flows from Financing Activities					Cash Flows from Financing Activities

Proceeds from borrowings of Term A Facility	Proceeds from borrowings of Term A Facility	850,000		—		Proceeds from borrowings of Term A Facility	850,000		—
Proceeds from borrowings of Term B Facility	Proceeds from borrowings of Term B Facility	2,800,000		—		Proceeds from borrowings of Term B Facility	2,800,000		—
Proceeds from borrowings of Revolving Credit Facility	Proceeds from borrowings of Revolving Credit Facility	65,000		—		Proceeds from borrowings of Revolving Credit Facility	65,000		—
Proceeds from issuance of Series B Preferred Shares	Proceeds from issuance of Series B Preferred Shares	1,400,000		—		Proceeds from issuance of Series B Preferred Shares	1,400,000		—
Proceeds from issuance of Senior Notes	Proceeds from issuance of Senior Notes	—		990,000		Proceeds from issuance of Senior Notes	—		990,000
Payments on Finisar Notes	Payments on Finisar Notes	—		(14,888)		Payments on Finisar Notes	—		(14,888)
Payments on existing debt	Payments on existing debt	(1,065,217)		(31,025)		Payments on existing debt	(1,144,025)		(46,538)
Payments on borrowings under Revolving Credit Facility						Payments on borrowings under Revolving Credit Facility	(65,000)		—
Payments on convertible notes	Payments on convertible notes	(3,561)		—		Payments on convertible notes	(3,561)		—
Payments on borrowings under Revolving Credit Facility		(65,000)		—
Debt issuance costs	Debt issuance costs	(126,516)		(5,639)		Debt issuance costs	(126,516)		(10,197)
Equity issuance costs	Equity issuance costs	(42,000)		—		Equity issuance costs	(42,000)		—
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	7,749		8,370		Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	21,509		17,177

Payments in satisfaction of employees' minimum tax obligations	Payments in satisfaction of employees' minimum tax obligations	(50,516)		(13,823)		Payments in satisfaction of employees' minimum tax obligations	(51,836)		(14,948)
Payment of dividends	Payment of dividends	(13,800)		(20,708)		Payment of dividends	(20,700)		(27,608)
Other financing activities	Other financing activities	(582)		(1,415)		Other financing activities	(866)		(1,715)
Net cash provided by financing activities	Net cash provided by financing activities	3,755,557		910,872		Net cash provided by financing activities	3,682,005		891,283
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	16,769		8,556		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	22,532		42,874
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	(1,664,277)		1,057,824		Net increase (decrease) in cash, cash equivalents, and restricted cash	(1,676,786)		1,008,423
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	2,582,371		1,591,892		Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	2,582,371		1,591,892
Cash, Cash Equivalents, and Restricted Cash at End of Period	Cash, Cash Equivalents, and Restricted Cash at End of Period	$	918,094	$	2,649,716	Cash, Cash Equivalents, and Restricted Cash at End of Period	$	905,585	$	2,600,315
Cash paid for interest	Cash paid for interest	$	127,039	$	16,104	Cash paid for interest	$	190,672	$	24,158
Cash paid for income taxes	Cash paid for income taxes	$	31,853	$	22,933	Cash paid for income taxes	$	63,485	$	34,757
Additions to property, plant & equipment included in accounts payable	Additions to property, plant & equipment included in accounts payable	$	47,060	$	64,098	Additions to property, plant & equipment included in accounts payable	$	45,425	$	71,477

See ~~notes~~Notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Table of Contents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~cash flows.~~Cash Flows. Restricted cash, non-current is included in the ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets under 'Other Assets'. At ~~December~~March 31, ~~2022,~~2023, we had $21 million of restricted cash.


		Six Months Ended December 31,					Nine Months Ended March 31,
		2022		2021			2023		2022
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	913,286	$	2,649,716	Cash, cash equivalents, and restricted cash	$	901,028	$	2,600,315
Restricted cash, non-current	Restricted cash, non-current	4,808		—		Restricted cash, non-current	4,557		—
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows		$	918,094	$	2,649,716
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows						Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	905,585	$	2,600,315

See ~~notes~~Notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity (Unaudited)

($000, including share amounts)


		Common Stock			Preferred Stock			Accumulated Other Comprehensive Income (Loss)				Retained Earnings				Treasury Stock						Total				Mezzanine Equity									Common Stock								Preferred Stock								Accumulated Other Comprehensive Income (Loss)				Retained Earnings			Treasury Stock								Total			Mezzanine Equity
		Shares	Amount		Shares	Amount								Shares			Amount							Preferred Shares			Amount						Shares				Amount				Shares				Amount									Shares				Amount							Preferred Shares				Amount
Balance - June 30, 2022	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		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
Share-based and deferred compensation activities	Share-based and deferred compensation activities	2,398	61,431		—	—		—				—				(830)		(40,860)				20,571				—			—		Share-based and deferred compensation activities				2,398			61,431					—			—					—				—			(830)				(40,860)				20,571			—				—
Coherent Acquisition	Coherent Acquisition	22,588	1,207,591		—	—		—				—				—		—				1,207,591				—			—		Coherent Acquisition				22,588			1,207,591					—			—					—				—			—				—				1,207,591			—				—
Convertible debt conversions	Convertible debt conversions	7,181	337,940		—	—		—				—				—		—				337,940				—			—		Convertible debt conversions				7,181			337,940					—			—					—				—			—				—				337,940			—				—
Net Loss	Net Loss	—	—		—	—		—				(38,698)				—		—				(38,698)				—			—		Net Loss				—			—					—			—					—				(38,698)			—				—				(38,698)			—				—
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—	—		(132,371)				—				—		—				(132,371)				—			—		Foreign currency translation adjustments				—			—					—			—					(132,371)				—			—				—				(132,371)			—				—
Change in fair value of interest rate swap, net of taxes of $3,452	Change in fair value of interest rate swap, net of taxes of $3,452	—	—		—	—		12,604				—				—		—				12,604				—			—		Change in fair value of interest rate swap, net of taxes of $3,452				—			—					—			—					12,604				—			—				—				12,604			—				—
Change in fair value of interest rate cap, net of taxes of $5,440	Change in fair value of interest rate cap, net of taxes of $5,440	—	—		—	—		20,464				—				—		—				20,464				—			—		Change in fair value of interest rate cap, net of taxes of $5,440				—			—					—			—					20,464				—			—				—				20,464			—				—
Issuance of Series B shares	Issuance of Series B shares	—	—		—	—		—				—				—		—				—				140			1,358,000		Issuance of Series B shares				—			—					—			—					—				—			—				—				—			140				1,358,000
Pension adjustment, net of taxes of $0	Pension adjustment, net of taxes of $0	—	—		—	—		39				—				—		—				39				—			—		Pension adjustment, net of taxes of $0				—			—					—			—					39				—			—				—				39			—				—
Dividends	Dividends	—	—		—	—		—				(35,577)				—		—				(35,577)				—			28,677		Dividends				—			—					—			—					—				(35,577)			—				—				(35,577)			—				28,677
Balance - September 30, 2022	Balance - September 30, 2022	153,090	$	3,671,514	2,300	$	445,319	$	(101,431)			$	1,273,850			(14,803)		$	(280,214)			$	5,009,038			215			$	2,153,480	Balance - September 30, 2022				153,090			$	3,671,514				2,300			$	445,319				$	(101,431)			$	1,273,850		(14,803)				$	(280,214)			$	5,009,038		215				$	2,153,480
Share-based and deferred compensation activities	Share-based and deferred compensation activities	779	32,745		—	—		—				—				(266)		(9,551)				23,194				—			—		Share-based and deferred compensation activities				779			32,745					—			—					—				—			(266)				(9,551)				23,194			—				—

Net Loss	Net Loss	—	—		—	—		—				(45,072)				—		—				(45,072)				—			—		Net Loss				—			—					—			—					—				(45,072)			—				—				(45,072)			—				—
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—	—		232,035				—				—		—				232,035				—			—		Foreign currency translation adjustments				—			—					—			—					232,035				—			—				—				232,035			—				—
Change in fair value of interest rate swap, net of taxes of $(92)	Change in fair value of interest rate swap, net of taxes of $(92)	—	—		—	—		(334)				—				—		—				(334)				—			—		Change in fair value of interest rate swap, net of taxes of $(92)				—			—					—			—					(334)				—			—				—				(334)			—				—
Change in fair value of interest rate cap, net of taxes of $(1,208)	Change in fair value of interest rate cap, net of taxes of $(1,208)	—	—		—	—		(4,543)				—				—		—				(4,543)				—			—		Change in fair value of interest rate cap, net of taxes of $(1,208)				—			—					—			—					(4,543)				—			—				—				(4,543)			—				—
Pension adjustment, net of taxes of $0	Pension adjustment, net of taxes of $0	—	—		—	—		403				—				—		—				403				—			—		Pension adjustment, net of taxes of $0				—			—					—			—					403				—			—				—				403			—				—
Dividends	Dividends	—	—		—	—		—				(35,931)				—		—				(35,931)				—			28,992		Dividends				—			—					—			—					—				(35,931)			—				—				(35,931)			—				28,992
Balance - December 31, 2022	Balance - December 31, 2022	153,869	$	3,704,259	2,300	$	445,319	$	126,130			$	1,192,847			(15,069)		$	(289,765)			$	5,178,790			215			$	2,182,471	Balance - December 31, 2022				153,869			$	3,704,259				2,300			$	445,319				$	126,130			$	1,192,847		(15,069)				$	(289,765)			$	5,178,790		215				$	2,182,471
Share-based and deferred compensation activities																												Share-based and deferred compensation activities				501				51,151				—				—				—					—				(29)			(1,304)				49,847				—			—

Net Earnings																												Net Earnings				—				—				—				—				—					2,546				—			—				2,546				—			—
Foreign currency translation adjustments																												Foreign currency translation adjustments				—				—				—				—				58,141					—				—			—				58,141				—			—
Change in fair value of interest rate swap, net of taxes of $(1,712)																												Change in fair value of interest rate swap, net of taxes of $(1,712)				—				—				—				—				(6,251)					—				—			—				(6,251)				—			—
Change in fair value of interest rate cap, net of taxes of $(2,200)																												Change in fair value of interest rate cap, net of taxes of $(2,200)				—				—				—				—				(8,275)					—				—			—				(8,275)				—			—
Pension adjustment, net of taxes of $0																												Pension adjustment, net of taxes of $0				—				—				—				—				709					—				—			—				709				—			—
Dividends																												Dividends				—				—				—				—				—					(36,071)				—			—				(36,071)				—			29,171
Balance - March 31, 2023																												Balance - March 31, 2023				154,370				$	3,755,410			2,300				$	445,319			$	170,454				$	1,159,322			(15,098)			$	(291,069)			$	5,239,436			215			$	2,211,642

Table of Contents


		Common Stock			Preferred Stock			Accumulated Other Comprehensive Income (Loss)				Retained Earnings				Treasury Stock							Total				Mezzanine Equity											Common Stock								Preferred Stock								Accumulated Other Comprehensive Income (Loss)				Retained Earnings			Treasury Stock							Total			Mezzanine Equity
		Shares	Amount		Shares	Amount								Shares				Amount							Preferred Shares			Amount							Shares				Amount				Shares				Amount									Shares					Amount					Preferred Shares					Amount
Balance - June 30, 2021	Balance - June 30, 2021	119,127	$	2,028,273	2,300	$	445,319			$	14,267			$	1,136,777			(13,640)			$	(218,466)			$	3,406,170		75				$	726,178			Balance - June 30, 2021			119,127				$	2,028,273			2,300				$	445,319						$	14,267		$	1,136,777		(13,640)				$	(218,466)		$	3,406,170	75		$	726,178
Share-based and deferred compensation activities	Share-based and deferred compensation activities	844	30,567		—	—		—				—				(200)			(12,935)				17,632				—			—				Share-based and deferred compensation activities				844			30,567					—			—					—				—			(200)			(12,935)				17,632			—		—

Net Earnings	Net Earnings	—	—		—	—		—				74,464				—			—				74,464				—			—				Net Earnings				—			—					—			—					—				74,464			—			—				74,464			—		—
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—	—		(14,381)				—				—			—				(14,381)				—			—				Foreign currency translation adjustments				—			—					—			—					(14,381)				—			—			—				(14,381)			—		—
Change in fair value of interest rate swap, net of taxes of $734	Change in fair value of interest rate swap, net of taxes of $734	—	—		—	—		2,681				—				—			—				2,681				—			—				Change in fair value of interest rate swap, net of taxes of $734				—			—					—			—					2,681				—			—			—				2,681			—		—

Dividends	Dividends	—	—		—	—		—				(2,082)				—			—				(2,082)				—			10,182				Dividends				—			—					—			—					—				(17,082)			—			—				(17,082)			—		10,182
Adjustment for ASU 2020-06	Adjustment for ASU 2020-06	—	(56,388)		—	—		—				44,916				—			—				(11,472)				—			—				Adjustment for ASU 2020-06				—			(56,388)					—			—					—				44,916			—			—				(11,472)			—		—
Balance - September 30, 2021	Balance - September 30, 2021	119,971	$	2,002,452	2,300	$	445,319	$	2,567			$	1,239,075			(13,840)			$	(231,401)			$	3,458,012			75			$	736,360			Balance - September 30, 2021				119,971			$	2,002,452				2,300			$	445,319				$	2,567			$	1,239,075		(13,840)			$	(231,401)			$	3,458,012		75		$	736,360
Share-based and deferred compensation activities	Share-based and deferred compensation activities	82	16,854		—	—		—				—				(13)			(806)				16,048				—			—				Share-based and deferred compensation activities				82			16,854					—			—					—				—			(13)			(806)				16,048			—		—

Net Earnings	Net Earnings	—	—		—	—		—				67,657				—			—				67,657				—			—				Net Earnings				—			—					—			—					—				67,657			—			—				67,657			—		—
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—	—		2,593				—				—			—				2,593				—			—				Foreign currency translation adjustments				—			—					—			—					2,593				—			—			—				2,593			—		—
Change in fair value of interest rate swap, net of taxes of $2,714	Change in fair value of interest rate swap, net of taxes of $2,714	—	—		—	—		9,910				—				—			—				9,910				—			—				Change in fair value of interest rate swap, net of taxes of $2,714				—			—					—			—					9,910				—			—			—				9,910			—		—
Pension adjustment, net of taxes		—	—		—	—		—				—				—			—				—				—			—

Dividends	Dividends	—	—		—	—		—				(16,807)				—			—				(16,807)				—			9,803				Dividends				—			—					—			—					—				(16,807)			—			—				(16,807)			—		9,803
Balance - December 31, 2021	Balance - December 31, 2021	120,053	$	2,019,306	2,300	$	445,319	$	15,070			$	1,289,925			$	(13,853)		$	(232,207)			$	3,537,413			75			$	746,163			Balance - December 31, 2021				120,053			$	2,019,306				2,300			$	445,319				$	15,070			$	1,289,925		$	(13,853)		$	(232,207)			$	3,537,413		75		$	746,163
Share-based and deferred compensation activities																													Share-based and deferred compensation activities				266				26,544			—					—			—					—				(16)			(1,093)			25,451				—			—

Net Earnings																													Net Earnings				—				—			—					—			—					49,002				—			—			49,002				—			—
Foreign currency translation adjustments																													Foreign currency translation adjustments				—				—			—					—			327					—				—			—			327				—			—
Change in fair value of interest rate swap, net of taxes of $6,519																													Change in fair value of interest rate swap, net of taxes of $6,519				—				—			—					—			23,804					—				—			—			23,804				—			—
Change in fair value of interest rate cap, net of taxes $2,370																													Change in fair value of interest rate cap, net of taxes $2,370				—				—			—					—			8,916					—				—			—			8,916				—			—

Dividends																													Dividends				—				—			—					—			—					(17,148)				—			—			(17,148)				—			10,248
Balance - March 31, 2022																													Balance - March 31, 2022				120,319				$	2,045,850		2,300					$	445,319		$	48,117				$	1,321,779			$	(13,869)		$	(233,300)		$	3,627,765			75			$	756,411

Table of Contents

Coherent Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Basis of Presentation

The condensed consolidated financial statements of Coherent Corp. (“Coherent”, the “Company”, “we”, “us” or “our”) for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included. All adjustments are of a normal recurring nature unless disclosed otherwise. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K dated August 29, 2022. The condensed consolidated results of operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 are not necessarily indicative of the results to be expected for the full fiscal year. The Condensed Consolidated Balance Sheet information as of June 30, 2022 was derived from the Company’s audited consolidated financial statements.

~~The~~Transfer to New York Stock Exchange

On February 8, 2023, the Company ~~is closely monitoring~~announced the ~~ongoing impact~~voluntary transfer of the ~~COVID-19 pandemic~~listing of its common stock, no par value (“Coherent Common Stock”) and ~~related factors~~Series A Mandatory Convertible Preferred Stock, no par value (“Mandatory Convertible Preferred Stock”), from the NASDAQ Global Select Market to the New York Stock Exchange (the “NYSE”), effective as of the close of trading on ~~all aspects of our business, including~~February 22, 2023. The Coherent Common Stock and Mandatory Convertible Preferred Stock began trading on the ~~impact to our employees, suppliers~~NYSE on February 23, 2023 under the ticker symbols “COHR” and customers, as well as the impact to our supply chain and the countries and markets in which Coherent operates. In particular, the Company is continuing to focus intensely on mitigating any resulting adverse impacts on our foreign and domestic operations, starting by prioritizing the safety of our employees, suppliers and customers.“IIVI”, respectively.

Note 2. Recently Issued Financial Accounting Standards

Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting, which~~Reporting. This topic provides optional expedients to ease the potential burden of accounting for the effects of reference rate reform as it pertains to contract modifications of debt and lease contracts and derivative contracts identified in a hedging relationship. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. The Company isadopted Topic 848 in the ~~process of evaluating~~three months ended March 31, 2023 and applied the ~~impact of the pronouncement on~~practical expedients under Topic 848 to account for modifications and updates to its ~~consolidated financial statements relative to our~~ floating rate debt, ~~our~~its interest rate swap and ~~our~~its interest rate cap. Application of these practical expedients allowed the Company to maintain hedge accounting for its interest rate cap and swap contracts. The adoption did not have a material impact on the Company's consolidated financial statements.

Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification ASC ~~606,~~606: Revenue from Contracts with Customers, rather than adjust them to fair value at the acquisition date. We have adopted this accounting standard as of July 1, 2022. The acquisition of Coherent, Inc. has been accounted for in accordance with ASU 2021-08, as will any future acquisitions. Results of operations for quarterly periods prior to adoption remain unchanged as a result of the adoption of ASU No. 2021-08. Refer to Note 3. Coherent Acquisition for further information.

Note 3. Coherent Acquisition

On July 1, 2022 (the “Closing Date”), the Company completed its acquisition of Coherent, Inc. (the “Merger”), a global provider of lasers and laser-based technology for scientific, commercial, and industrial customers, in a combined cash and stock transaction in accordance with the Agreement and Plan of Merger dated March 25, 2021 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, each share of common stock of legacy Coherent, Inc. (“Legacy Coherent”), par value $0.01 per share (the “Legacy Coherent Common Stock”), issued and outstanding immediately prior to July 1, 2022, was canceled and extinguished and automatically converted into the right to receive $220.00 in cash and 0.91 of a share of ~~Coherent's common stock, no par value (“~~Coherent Common ~~Stock”).~~Stock.

Following the completion of the Legacy Coherent acquisition, the Company announced a new brand identity, including a corporate name change to Coherent Corp. ~~(Nasdaq:~~(NYSE: COHR) on September 8, 2022.

On the Closing Date, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a new term loan A credit facility (the “Term A Facility”) in an aggregate principal amount of $850 million, a new term loan B credit facility (the “Term B Facility”) (and, together with the Term A Facility, the “Term Facilities”) in an aggregate principal amount of $2.8 billion, and a new revolving credit facility (the “Revolving Credit Facility”) in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. For ~~additional information~~further on the credit facility refer to Note 8. Debt.

In order to complete the funding of the Merger, the Company had a net cash outflow of $2.1 billion on July 1, 2022. The Company recorded ~~$10~~$11 million and ~~$72~~$83 million of acquisition related costs in the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, respectively, representing professional and other direct acquisition costs. These costs are recorded within Selling, general and administrative expense in our Condensed Consolidated Statement of Earnings (Loss). Approximately 23 million shares of Coherent Common Stock in the aggregate were issued in conjunction with the closing of the Merger. Total preliminary Merger consideration was $7.1 billion, including replacement equity awards attributable to pre-combination service for certain Legacy Coherent restricted stock units.

The preliminary total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000):


	Shares	Per Share	Total Consideration
Cash paid for merger consideration	—	—	$	5,460,808
Shares of COHR common stock issued to Legacy Coherent stockholders	22,587,885	$49.83	1,125,554
Converted Legacy Coherent RSUs attributable to pre-combination service	—	—	82,037
Payment of Legacy Coherent debt	—	—	364,544
Payment of Legacy Coherent transaction expenses	—	—	62,840
			$	7,095,783

The Company allocated the fair value of the preliminary purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, generally based on estimated fair values. The excess preliminary purchase price over those fair values is recorded as goodwill. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, inventories, property, plant & equipment and deferred income taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired business, including among other things, the forecasted revenue growth attributable to the asset group and projected operating expenses inclusive of expected synergies, future cost savings, and other benefits expected to be achieved by combining the Company and Legacy Coherent. The Company’s intangible assets are comprised of trade names and trademarks, customer relationships, developed technology and backlog. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation. The estimated fair value of the customer relationships and backlog are determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks and developed technology are determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions.

The purchase price allocation set forth is preliminary and will be revised as third party valuations are finalized or additional information becomes available during the measurement period, which could be up to 12 months from the Closing Date. Any such revisions or changes may be material. ~~We expect to finalize pushdown accounting as soon as practicable, but no later than twelve months from the Closing Date.~~

Our preliminary allocation of the $7.1 billion purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000):


		Preliminary Allocation as of 7/1/2022						Preliminary Allocation as of 7/1/2022 as adjusted through 3/31/23
		Previously Reported September 30, 2022		Measurement Period Adjustments (i)		As Adjusted (preliminary)				Previously Reported September 30, 2022		Measurement Period Adjustments (i)		As Adjusted (preliminary)
Assets	Assets								Assets
Current Assets	Current Assets								Current Assets
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	393,324	$	—	$	393,324		Cash, cash equivalents, and restricted cash	$	393,324	$	—	$	393,324
Accounts receivable	Accounts receivable	270,928		—		270,928			Accounts receivable	270,928		—		270,928
Inventories (ii)	Inventories (ii)	497,345		66,581		563,926			Inventories (ii)	497,345		66,540		563,885
Prepaid and refundable income taxes (iii)	Prepaid and refundable income taxes (iii)	8,869		(1,592)		7,277			Prepaid and refundable income taxes (iii)	8,869		(1,592)		7,277
Prepaid and other current assets	Prepaid and other current assets	41,467		—		41,467			Prepaid and other current assets	41,467		—		41,467
Total Current Assets	Total Current Assets	1,211,933		64,989		1,276,922			Total Current Assets	1,211,933		64,948		1,276,881
Property, plant & equipment, net (iv)	Property, plant & equipment, net (iv)	424,228		16,704		440,932			Property, plant & equipment, net (iv)	424,228		16,704		440,932
Deferred income taxes (iii)	Deferred income taxes (iii)	1,115		(793)		322			Deferred income taxes (iii)	1,115		(793)		322
Other assets	Other assets	102,726		—		102,726			Other assets	102,726		—		102,726
Other intangible assets, net (v)	Other intangible assets, net (v)	2,425,454		1,079,546		3,505,000			Other intangible assets, net (v)	2,425,454		1,079,546		3,505,000
Goodwill	Goodwill	4,005,727		(910,633)		3,095,094			Goodwill	4,005,727		(862,497)		3,143,230
Total Assets	Total Assets	$	8,171,183	$	249,813	$	8,420,996		Total Assets	$	8,171,183	$	297,908	$	8,469,091
Liabilities	Liabilities								Liabilities
Current Liabilities	Current Liabilities								Current Liabilities
Current portion of long-term debt	Current portion of long-term debt	$	4,504	$	—	$	4,504		Current portion of long-term debt	$	4,504	$	—	$	4,504
Accounts payable	Accounts payable	116,754		—		116,754			Accounts payable	116,754		—		116,754
Accrued compensation and benefits	Accrued compensation and benefits	60,596		—		60,596			Accrued compensation and benefits	60,596		—		60,596
Operating lease current liabilities	Operating lease current liabilities	13,002		—		13,002			Operating lease current liabilities	13,002		—		13,002
Accrued income taxes payable	Accrued income taxes payable	16,936		—		16,936			Accrued income taxes payable	16,936		—		16,936
Other accrued liabilities (vi)	Other accrued liabilities (vi)	136,042		702		136,744			Other accrued liabilities (vi)	136,042		702		136,744
Total Current Liabilities	Total Current Liabilities	347,834		702		348,536			Total Current Liabilities	347,834		702		348,536
Long-term debt	Long-term debt	22,991		—		22,991			Long-term debt	22,991		—		22,991
Deferred income taxes (iii)	Deferred income taxes (iii)	563,824		249,674		813,498			Deferred income taxes (iii)	563,824		292,168		855,992
Operating lease liabilities	Operating lease liabilities	43,313		—		43,313			Operating lease liabilities	43,313		—		43,313
Other liabilities (vi)	Other liabilities (vi)	97,438		(563)		96,875			Other liabilities (vi)	97,438		5,038		102,476
Total Liabilities	Total Liabilities	$	1,075,400	$	249,813	$	1,325,213		Total Liabilities	$	1,075,400	$	297,908	$	1,373,308

Preliminary aggregate acquisition consideration	Preliminary aggregate acquisition consideration	$	7,095,783	$	—	$	7,095,783		Preliminary aggregate acquisition consideration	$	7,095,783	$	—	$	7,095,783

(i) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The following measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date.

(ii) The ~~condensed combined balance sheet~~Condensed Combined Balance Sheet has been adjusted to record Legacy Coherent’s inventories at a preliminary fair value of approximately $564 million, an increase of $67 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Condensed Combined Statement of Earnings (Loss) for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 includes cost of goods sold of approximately ~~$112 million~~zero and $158 million, respectively, related to the increased basis in the preliminary fair value compared to the carrying value. The $112 million cost of goods sold recognized in the three months ended December 31, 2022 includes an increase of $33 million due to the measurement period adjustment which relates to a previous reporting period. The costs are being amortized over the expected period during which the acquired inventory is sold, ~~the six months ended December 31, 2022,~~ and thus are not anticipated to affect the Condensed Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date.

(iii) The Company has adjusted its prepaid and refundable income taxes, deferred tax asset and deferred tax liability positions as of ~~December~~March 31, ~~2022,~~2023, to $7 million, ~~$0 million~~zero and ~~$813~~$856 million, respectively, as a result of measurement period adjustments.

(iv) The Condensed Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a preliminary fair value of approximately $441 million, an increase of $17 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Condensed Consolidated Statements of Earnings (Loss) have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over their remaining useful lives on a straight-line basis.

(v) Preliminary identifiable intangible assets in the ~~condensed combined balance sheet~~Condensed Combined Balance Sheet increased $1.1 billion from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. Intangibles amortization recorded in cost of goods sold for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 was $6$21 million and ~~$43~~$64 million, ~~respectively, and included a reduction in the current quarter of $16 million due to the measurement period adjustment which relates to a previous reporting period.~~respectively. Intangibles amortization recorded in selling, general and administrative expenses for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 was ~~$80~~$51 million and ~~$105~~$156 million, ~~respectively, and included an increase in the current quarter of $27 million due to the measurement period adjustment which relates to a previous reporting period.~~respectively.

Preliminary identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Condensed Consolidated Statements of Earnings (Loss) (in $000):


	Preliminary Fair Value		Estimated Useful Life
Trade names and trademarks	$	430,000	N/A
Customer relationships	1,830,000		15 years
Developed technology	1,157,500		13.5 years
Backlog	87,500		1.0 year
Intangible assets acquired	$	3,505,000

(vi) The Company recorded approximately $1 million of increases in other current liabilities and $1$5 million of ~~decreases~~increases in other liabilities as measurement period adjustments.

Operating results, including goodwill and intangibles, of Legacy Coherent are reflected in the Company’s consolidated financial statements from the Closing Date, within the Lasers segment. Revenues and net loss for the Lasers segment for the three months ended ~~December~~March 31, ~~2022~~2023 were ~~$379~~$365 million and ~~$171~~$65 million, respectively. Revenues and net loss for the Lasers segment for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 were ~~$772~~$1,137 million and ~~$299~~$364 million, respectively. Goodwill in the amount of $3.1 billion arising from the acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining Coherent and Legacy Coherent. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes.

Supplemental Pro Forma Information

The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances.

The ~~following~~ supplemental pro forma information presents the combined results of operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021,~~2022, as if Legacy Coherent had been acquired as of July 1, 2021. The supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets, property, plant and equipment, adjustments to share-based compensation expense, fair value adjustments on the inventories acquired, transaction costs, interest expense and amortization of debt issuance costs related to the Senior Credit Facilities (as defined in Note 8. Debt).

The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000):


		Three Months Ended December 31, 2022		Three Months Ended December 31, 2021			Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Revenue	Revenue	$	1,370,285	$	1,191,326	Revenue	$	1,240,194	$	1,197,928
Net Earnings (Loss)		101,349		(65,115)
Net Earnings						Net Earnings	36,294		6,482


		Six Months Ended December 31, 2022		Six Months Ended December 31, 2021			Nine Months Ended March 31, 2023		Nine Months Ended March 31, 2022
Revenue	Revenue	$	2,714,855	$	2,378,111	Revenue	$	3,955,049	$	3,576,039
Net Earnings (Loss)	Net Earnings (Loss)	211,420		(241,375)		Net Earnings (Loss)	247,715		(234,815)

Note 4. Revenue from Contracts with Customers

The Company believes that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows.

As of July 1, 2022, the Company disaggregates revenue into four end markets: industrial, communications, electronics and instrumentation. All prior period market and segment disclosure information has been reclassified to conform to the current reporting structure.

Effective July 1, 2022, the Company updated the operating segments due to the closing of the Merger. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments. See Note 13. Segment Reporting for further ~~details.~~information.

The following tables summarize disaggregated revenue for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 ($000):


		Three Months Ended December 31, 2022								Six Months Ended December 31, 2022									Three Months Ended March 31, 2023								Nine Months Ended March 31, 2023
		Networking		Materials		Lasers		Total		Networking		Materials		Lasers		Total			Networking		Materials		Lasers		Total		Networking		Materials		Lasers		Total
Industrial	Industrial	$	15,926	$	149,454	$	284,851	$	450,231	34,619		293,537		583,092		911,248		Industrial	$	17,570	$	156,846	$	263,789	$	438,205	$	52,189	$	450,383	$	846,881	$	1,349,453
Communications	Communications	579,393		20,662		—		600,055		1,142,914		42,539		—		1,185,453		Communications	521,291		17,014		—		538,305		1,664,205		59,553		—		1,723,758
Electronics	Electronics	3,003		196,952		—		199,955		6,825		373,574		—		380,399		Electronics	2,849		136,229		—		139,078		9,674		509,803		—		519,477
Instrumentation	Instrumentation	10,358		15,328		94,358		120,044		20,870		28,390		188,495		237,755		Instrumentation	9,389		13,680		101,537		124,606		30,259		42,070		290,032		362,361
Total Revenues	Total Revenues	$	608,680	$	382,396	$	379,209	$	1,370,285	$	1,205,228	$	738,040	$	771,587	$	2,714,855	Total Revenues	$	551,099	$	323,769	$	365,326	$	1,240,194	$	1,756,327	$	1,061,809	$	1,136,913	$	3,955,049

Three Months Ended December 31, 2021 Six Months Ended December 31, 2021
Networking Materials Total Networking Materials Total
Industrial $ 19,996 $ 166,864 $ 186,860 41,725 321,748 363,473
Communications 483,640 23,562 507,202 982,271 43,437 1,025,708
Electronics 3,360 83,423 86,783 6,328 160,443 166,771
Instrumentation 9,545 16,429 25,974 17,230 28,748 45,978
Total Revenues $ 516,541 $ 290,278 $ 806,819 $ 1,047,554 $ 554,376 $ 1,601,930


	Three Months Ended March 31, 2022						Nine Months Ended March 31, 2022
	Networking		Materials		Total		Networking		Materials		Total
Industrial	$	21,325	$	164,346	$	185,671	$	63,050	$	486,094	$	549,144
Communications	527,821		25,999		553,820		1,510,092		69,436		1,579,528
Electronics	2,752		60,240		62,992		9,080		220,683		229,763
Instrumentation	7,662		17,579		25,241		24,892		46,327		71,219
Total Revenues	$	559,560	$	268,164	$	827,724	$	1,607,114	$	822,540	$	2,429,654

Contract Liabilities

Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Contract liabilities relate to billings in advance of performance under the contract. Contract liabilities are recognized as revenue when the performance obligation has been ~~performed.~~satisfied. During the ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, the Company recognized revenue of $9$18 million related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2022. The Company had $181 million of contract liabilities recorded in the Condensed Consolidated Balance Sheet as of ~~December~~March 31, ~~2022.~~2023. Contract liabilities acquired from the Merger totaled $77 million. As of ~~December~~March 31, ~~2022, $114~~2023, $116 million of deferred revenue is included other accrued liabilities and ~~$67~~$65 million is included within other liabilities on the Condensed Consolidated Balance Sheet.

Note 5. Inventories

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


		December 31, 2022		June 30, 2022			March 31, 2023		June 30, 2022
Raw materials	Raw materials	$	486,649	$	318,758	Raw materials	$	490,479	$	318,758
Work in progress	Work in progress	608,777		408,405		Work in progress	621,295		408,405
Finished goods	Finished goods	271,949		175,396		Finished goods	282,329		175,396
		$	1,367,375	$	902,559		$	1,394,103	$	902,559

During the ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, as part of the Merger, a fair value inventory step-up in the amount of $158 million was recorded as part of the preliminary purchase price allocation. The inventory step-up ~~will be~~was amortized to cost of goods sold over the expected period during which the acquired inventory is sold. Refer to Note 3. Coherent Acquisition for ~~additional~~further information. These costs are non-recurring in nature and not anticipated to affect the ~~condensed combined statements~~Condensed Combined Statements of ~~earnings (loss)~~Earnings (Loss) beyond twelve months after the Closing Date.

Note 6. Property, Plant and Equipment

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


		December 31, 2022		June 30, 2022			March 31, 2023		June 30, 2022
Land and improvements	Land and improvements	$	73,887	$	19,368	Land and improvements	$	74,908	$	19,368
Buildings and improvements	Buildings and improvements	646,228		415,530		Buildings and improvements	686,293		415,530
Machinery and equipment	Machinery and equipment	1,960,765		1,651,762		Machinery and equipment	2,030,892		1,651,762
Construction in progress	Construction in progress	315,965		271,605		Construction in progress	311,051		271,605
Finance lease right-of-use asset	Finance lease right-of-use asset	24,999		25,000		Finance lease right-of-use asset	24,999		25,000
		3,021,844		2,383,265			3,128,143		2,383,265
Less accumulated depreciation	Less accumulated depreciation	(1,146,286)		(1,020,070)		Less accumulated depreciation	(1,217,582)		(1,020,070)
		$	1,875,558	$	1,363,195		$	1,910,561	$	1,363,195

During the ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, as part of the Merger, a fair value step-up in the amount of $145 million was recorded to property, plant and equipment as part of the preliminary purchase price allocation. The step-up will be amortized over the useful lives of the related assets. Refer to Note 3. Coherent Acquisition for ~~additional~~further information.

~~Table of Contents~~

Note 7. Goodwill and Other Intangible Assets

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


		Six Months Ended December 31, 2022									Nine Months Ended March 31, 2023
		Networking		Materials		Lasers		Total			Networking		Materials		Lasers		Total
Balance-beginning of period	Balance-beginning of period	$	1,048,743	$	237,016	$	—	$	1,285,759	Balance-beginning of period	$	1,048,743	$	237,016	$	—	$	1,285,759
Transfer between segments1		(35,466)		35,466		—		—
Transfer between segments(1)										Transfer between segments(1)	(35,466)		35,466		—		—
Goodwill acquired	Goodwill acquired	—		—		3,095,094		3,095,094		Goodwill acquired	—		—		3,143,230		3,143,230

Foreign currency translation	Foreign currency translation	(1,633)		786		46,835		45,988		Foreign currency translation	(1,271)		859		76,560		76,148
Balance-end of period	Balance-end of period	$	1,011,644	$	273,268	$	3,141,929	$	4,426,841	Balance-end of period	$	1,012,006	$	273,341	$	3,219,790	$	4,505,137

1(1) Refer to Note 13. Segment Reporting for information regarding the segment transfer of goodwill between segments.

The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of ~~December~~March 31, ~~2022~~2023 and June 30, 2022 were as follows ($000):


		December 31, 2022						June 30, 2022							March 31, 2023						June 30, 2022
		Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value			Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Technology	Technology	$	1,658,893	$	(206,723)	$	1,452,170	$	473,845	$	(144,409)	$	329,436	Technology	$	1,669,863	$	(238,908)	$	1,430,955	$	473,845	$	(144,409)	$	329,436
Trade Names	Trade Names	452,419		(7,866)		444,553		22,536		(7,454)		15,082		Trade Names	452,461		(8,073)		444,388		22,536		(7,454)		15,082
Customer Lists	Customer Lists	2,341,807		(255,047)		2,086,760		464,880		(173,994)		290,886		Customer Lists	2,352,969		(296,873)		2,056,096		464,880		(173,994)		290,886
Backlog and Other	Backlog and Other	90,366		(45,316)		45,050		1,563		(1,563)		—		Backlog and Other	90,072		(67,313)		22,759		1,563		(1,563)		—
Total	Total	$	4,543,485	$	(514,952)	$	4,028,533	$	962,824	$	(327,420)	$	635,404	Total	$	4,565,365	$	(611,167)	$	3,954,198	$	962,824	$	(327,420)	$	635,404

Refer to Note 3. Coherent Acquisition for ~~additional~~further information on intangibles acquired in the ~~six~~nine months ended ~~December~~March 31, ~~2022.~~2023.

1716

Table of Contents

Note 8. Debt

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


		December 31, 2022		June 30, 2022			March 31, 2023		June 30, 2022
New Term A Facility, interest at LIBOR, as defined, plus 2.00%		$	839,375	$	—
New Term A Facility, interest at adjusted SOFR, as defined, plus 1.750%						New Term A Facility, interest at adjusted SOFR, as defined, plus 1.750%	$	828,750	$	—

Debt issuance costs, New Term A Facility and New Revolving Credit Facility	Debt issuance costs, New Term A Facility and New Revolving Credit Facility	(20,453)		—		Debt issuance costs, New Term A Facility and New Revolving Credit Facility	(19,290)		—
New Term B Facility, interest at LIBOR, as defined, plus 2.75%		2,743,000		—
New Term B Facility, interest at adjusted SOFR, as defined, plus 2.750%						New Term B Facility, interest at adjusted SOFR, as defined, plus 2.750%	2,676,000		—
Debt issuance costs, New Term B Facility	Debt issuance costs, New Term B Facility	(72,802)		—		Debt issuance costs, New Term B Facility	(68,773)		—
1.30% Term loan due 2024	1.30% Term loan due 2024	163		—		1.30% Term loan due 2024	66		—
1.00% State of Connecticut term loan due 2023	1.00% State of Connecticut term loan due 2023	2,336		—		1.00% State of Connecticut term loan due 2023	2,040		—
Facility construction loan in Germany due 2030	Facility construction loan in Germany due 2030	23,433		—		Facility construction loan in Germany due 2030	23,126		—
Existing Term A Facility, interest at LIBOR, as defined, plus 1.375%	Existing Term A Facility, interest at LIBOR, as defined, plus 1.375%	—		995,363		Existing Term A Facility, interest at LIBOR, as defined, plus 1.375%	—		995,363

Debt issuance costs, Existing Term A Facility and Existing Revolving Credit Facility	Debt issuance costs, Existing Term A Facility and Existing Revolving Credit Facility	—		(18,396)		Debt issuance costs, Existing Term A Facility and Existing Revolving Credit Facility	—		(18,396)

5.000% Senior Notes	5.000% Senior Notes	990,000		990,000		5.000% Senior Notes	990,000		990,000
Debt issuance costs and discount, Senior Notes	Debt issuance costs and discount, Senior Notes	(7,308)		(7,703)		Debt issuance costs and discount, Senior Notes	(7,086)		(7,703)
0.25% Convertible Senior Notes	0.25% Convertible Senior Notes	—		341,501		0.25% Convertible Senior Notes	—		341,501
Debt issuance costs and discount, 0.25% Convertible Senior Notes	Debt issuance costs and discount, 0.25% Convertible Senior Notes	—		(339)		Debt issuance costs and discount, 0.25% Convertible Senior Notes	—		(339)

Total debt	Total debt	4,497,744		2,300,426		Total debt	4,424,833		2,300,426
Current portion of long-term debt	Current portion of long-term debt	(74,927)		(403,212)		Current portion of long-term debt	(74,910)		(403,212)
Long-term debt, less current portion	Long-term debt, less current portion	$	4,422,817	$	1,897,214	Long-term debt, less current portion	$	4,349,923	$	1,897,214

Senior Credit Facilities

On July 1, 2022 (the “Closing Date”), Coherent entered into a Credit Agreement by and among the Company, as borrower (in such capacity, the “Borrower”), the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (“the Term A Facility”), with an aggregate principal amount of $850 million, a term loan B credit facility (“the Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. ~~The~~On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at ~~LIBOR~~an adjusted SOFR rate subject to a ~~0.00%~~0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at ~~LIBOR~~adjusted SOFR plus ~~2.00%~~1.75% as of ~~December~~March 31, ~~2022. The~~2023. As amended, the Term B Facility bears interest at ~~LIBOR~~an adjusted SOFR rate (subject to a 0.50% floor) plus 2.75%. In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs, of ~~$61~~$69 million and ~~$114~~$183 million in the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, respectively, which is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss).

On the Closing Date, the Borrower and certain of its direct and indirect subsidiaries, provided a guaranty of all obligations of the Borrower and the other loan parties under the Credit Agreement and the other loan documents, secured cash management agreements and secured hedge agreements with the lenders and/or their affiliates (subject to certain exceptions). The Borrower and the other guarantors have also granted a security interest in substantially of their assets to secure such obligations.

Proceeds of the loans borrowed under the Term Facilities on July 1, 2022, together with other financing sources (including the net proceeds from Coherent's offer and sale of its 5.000% Senior Notes due 2029 (the “Senior Notes”) and cash on hand) were used to fund the cash portion of the Merger consideration, the repayment of certain indebtedness (including the repayment in full of all amounts outstanding under the Prior Credit Agreement as defined below), and certain fees and expenses in connection with the Merger and otherwise for general corporate purposes.

The Company capitalized approximately $90 million of debt issuance costs during the ~~six~~nine months ended ~~December~~March 31, ~~2022.~~2023. These capitalized costs are presented as contra-debt within the long-term debt caption in the Condensed Consolidated Balance Sheet. Amortization of debt issuance costs related to the New Term Facilities for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 totaled $5 million and $9$14 million, respectively, and is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). As of ~~December~~March 31, ~~2022,~~2023, the Company was in compliance with all covenants under the New Term Facilities.

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Prior Senior Credit Facilities

Through June 30, 2022, the Company had senior credit facilities (the “Prior Senior Credit Facilities”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto.

~~Table of Contents~~

The credit agreement governing the Senior Credit Facilities (the “Prior Credit Agreement”) provided for senior secured financing of $2.4 billion in the aggregate, consisting of

(i)Aggregate principal amount of $1,255 million for a five-year senior secured first-lien term A loan facility (the “Prior Term A Facility”),

(ii)Aggregate principal amount of $720 million for a seven-year senior secured term B loan facility (the “Prior Term B Facility” and together with the Prior Term A Facility, the “Prior Term Loan Facilities”), which was repaid in full during the quarter ended September 30, 2020, and

(iii)Aggregate principal amount of $450 million for a five-year senior secured first-lien revolving credit facility (the “Prior Revolving Credit Facility” and together with the Prior Term Loan Facilities, the “Prior Senior Credit Facilities”).

The Prior Credit Agreement also provided for a letter of credit sub-facility not to exceed $25 million and a swing loan sub-facility initially not to exceed $20 million.

On July 1, 2022, the Company terminated the Prior Credit Agreement and repaid all amounts outstanding thereunder, of which $62 million was recorded as current portion of long-term debt and $933 million was recorded as long-term debt at June 30, 2022.

Debt extinguishment costs related to the termination of the Prior Credit Agreement of $17 million were expensed in other expense (income), net in the Condensed Consolidated Statement of Earnings (Loss) during the ~~six~~nine months ended ~~December~~March 31, ~~2022.~~2023.

Bridge Loan Commitment

Subject to the terms of an amended and restated commitment letter entered into in connection with Coherent entering into the Merger Agreement, the commitment parties thereto committed to provide, in addition to the Term Facilities and the Revolving Credit Facility, a senior unsecured bridge loan facility in an aggregate principal amount of $990 million (the "Bridge Loan Commitment"). As a result of the issuance and sale of the Senior Notes, the Bridge Loan Commitment was terminated. During the ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, the Company incurred expenses of $18 million, respectively, related to the termination of the Bridge Loan Commitment, which is included in other expense (income) in the Condensed Consolidated Statements of Earnings (Loss). There will be no additional expense related to the Bridge Loan Commitment going forward.

Debt Assumed through Acquisition

The Company assumed the remaining balances of three term loans with the closing of the Merger. The aggregate principal amount outstanding is ~~$26~~$25 million as of ~~December~~March 31, ~~2022.~~2023. The terms loans assumed consisted of the following: (i) 1.3% Term Loan due 2024, (ii) 1.0% State of Connecticut Term Loan due 2023, and (iii) Facility construction loan in Germany due 2030. For the Facility construction loan, on December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, which were drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. The term of the loan is 10 years, and borrowings bear interest at 1.55% per annum. Payments are made quarterly.

5.000% Senior Notes due 2029

On December 10, 2021, the Company issued and sold $990 million aggregate principal amount of Senior Notes pursuant to the indenture, dated as of December 10, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. The Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its obligations under the Senior Credit Facilities. Interest on the Senior Notes is payable on December 15 and June 15 of each year, commencing on June 15, 2022, at a rate of 5.000% per annum. The Senior Notes will mature on December 15, 2029.

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On or after December 15, 2024, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2024, the Company may redeem the Senior Notes, at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus a “make-whole” premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Notwithstanding the foregoing, at any time and from time to time prior to December 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds of certain equity offerings as set forth in the Indenture, at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

In relation to the Senior Notes, the Company incurred interest expense of $13 million and ~~$25~~$38 million in the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, respectively, which is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss).

The Indenture contains customary covenants and events of default, including default relating to among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. As of ~~December~~March 31, ~~2022,~~2023, the Company was in compliance with all covenants under the Indenture.

0.25% Convertible Senior Notes due 2022

In August 2017, the Company issued and sold $345 million aggregate principal amount of its 0.25% Convertible Senior Notes due 2022 (the “Convertible Notes”) in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended.

Beginning on June 1, 2022 until the close of business on the business day immediately preceding September 1, 2022 (the “Maturity Date”), holders were able to convert their Convertible Notes at any time. For the fiscal quarter ended September 30, 2022, the holders of the Convertible Notes converted $332 million of principal, which was recorded as current portion of long-term debt at June 30, 2022, and received approximately 7 million shares of Coherent Common Stock in settlement of the conversions.

On the Maturity Date, $4 million aggregate principal amount of Convertible Notes remained outstanding, and was repaid in cash, and the Convertible Notes are no longer outstanding. At the Maturity Date, the accrued interest on the Coherent Convertible Notes was immaterial. The total interest expense related to the Convertible Notes was immaterial for both the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021.~~2022.

Aggregate Availability

The Company had aggregate availability of ~~$350~~$348 million under its Revolving Credit Facility as of ~~December~~March 31, ~~2022.~~2023.

Note 9. Income Taxes

The Company’s year-to-date effective income tax rate at ~~December~~March 31, ~~2022~~2023 was ~~29%~~33% compared to an effective tax rate of ~~16%~~18% for the same period in ~~2021.~~2022. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to nondeductible expenses and tax rate differentials between U.S. and foreign jurisdictions.

U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of ~~December~~March 31, ~~2022~~2023 and June 30, 2022, the Company’s gross unrecognized income tax benefit, excluding interest and penalties, was ~~$71~~$66 million and $37 million, respectively. The Company has classified the uncertain tax positions as non-current income tax liabilities, as the amounts are not expected to be paid within one year. If recognized, ~~$32~~$27 million of the gross unrecognized tax benefits at ~~December~~March 31, ~~2022~~2023 would impact the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision in the Condensed Consolidated Statements of Earnings (Loss). The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $6 million and $3 million at ~~December~~March 31, ~~2022~~2023 and June 30, 2022, respectively.

Fiscal years 2019 to 2022 remain open to examination by the Internal Revenue Service, fiscal years 2018 to 2022 remain open to examination by certain state jurisdictions, and fiscal years 2011 to 2022 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in California for the years ended September 30, 2018 through September 30, 2019; Colorado for the years ended September 30, 2018 through September 30, 2021; Vietnam for the years ended September 30, 2018 through September 30, 2021; ~~India for the year ended March 31, 2016;~~ Singapore for the year ended September 30, 2020; and Germany for the years ended ~~June~~September 30, ~~2012~~2011 through September 30, 2020. The Company believes its income tax reserves for these tax matters are adequate.

Note 10. Leases

We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating.

Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance lease assets are recorded in property, plant and equipment, net, and finance lease liabilities within other accrued liabilities and other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term.

Operating leases are recorded in other assets and operating lease liabilities, current and non-current on the Company’s Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.

The Company’s lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, the Company considers only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. The Company accounts for non-lease components, such as common area maintenance, as a component of the lease, and includes it in the initial measurement of leased assets and corresponding liabilities. The Company’s lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that Coherent will exercise that option.

The Company’s lease assets also include any lease payments made and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.

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The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):


		Three Months Ended December 31, 2022			Six Months Ended December 31, 2022			Three Months Ended March 31, 2023			Nine Months Ended March 31, 2023
Finance lease cost	Finance lease cost						Finance lease cost
Amortization of right-of-use assets	Amortization of right-of-use assets	$	417		$	833	Amortization of right-of-use assets	$	417		$	1,250
Interest on lease liabilities	Interest on lease liabilities	284			572		Interest on lease liabilities	279			851
Total finance lease cost	Total finance lease cost	701			1,405		Total finance lease cost	696			2,101
Operating lease cost	Operating lease cost	13,045			26,311		Operating lease cost	13,324			39,817

Total lease cost	Total lease cost	$	13,746		$	27,716	Total lease cost	$	14,020		$	41,918

Cash Paid for Amounts Included in the Measurement of Lease Liabilities	Cash Paid for Amounts Included in the Measurement of Lease Liabilities						Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases	Operating cash flows from finance leases	$	284		$	572	Operating cash flows from finance leases	$	279		$	851
Operating cash flows from operating leases	Operating cash flows from operating leases	12,354			25,052		Operating cash flows from operating leases	12,578			37,843
Financing cash flows from finance leases	Financing cash flows from finance leases	346			688		Financing cash flows from finance leases	369			1,056

Weighted-Average Remaining Lease Term (in Years)	Weighted-Average Remaining Lease Term (in Years)						Weighted-Average Remaining Lease Term (in Years)
Finance leases	Finance leases	9.0					Finance leases	8.8
Operating leases	Operating leases	6.8					Operating leases	6.7

Weighted-Average Discount Rate	Weighted-Average Discount Rate						Weighted-Average Discount Rate
Finance leases	Finance leases	5.6		%			Finance leases	5.6		%
Operating leases	Operating leases	5.3		%			Operating leases	5.5		%


		Three Months Ended December 31, 2021		Six Months Ended December 31, 2021			Three Months Ended March 31, 2022		Nine Months Ended March 31, 2022
Finance Lease Cost	Finance Lease Cost					Finance Lease Cost
Amortization of right-of-use assets	Amortization of right-of-use assets	$	418	$	838	Amortization of right-of-use assets	$	417	$	1,255
Interest on lease liabilities	Interest on lease liabilities	302		609		Interest on lease liabilities	298		907
Total finance lease cost	Total finance lease cost	$	720	$	1,447	Total finance lease cost	$	715	$	2,162
Operating lease cost	Operating lease cost	9,176		18,395		Operating lease cost	9,240		27,635
Sublease income	Sublease income	143		507		Sublease income	—		507
Total lease cost	Total lease cost	$	9,753	$	19,335	Total lease cost	$	9,955	$	29,290

Cash Paid for Amounts Included in the Measurement of Lease Liabilities	Cash Paid for Amounts Included in the Measurement of Lease Liabilities					Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases	Operating cash flows from finance leases	$	302	$	609	Operating cash flows from finance leases	$	298	$	907
Operating cash flows from operating leases	Operating cash flows from operating leases	8,850		17,665		Operating cash flows from operating leases	8,899		26,565
Financing cash flows from finance leases	Financing cash flows from finance leases	312		622		Financing cash flows from finance leases	332		954

Note 11. Equity and Redeemable Preferred Stock

Mandatory Convertible Preferred Stock

In July 2020, the Company issued 2.3 million shares of ~~6.00% Series A~~ Mandatory Convertible Preferred ~~no par value per share (“Mandatory Convertible Preferred Stock”).~~Stock.

Unless previously converted, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert on the Mandatory Conversion Date (as defined in the Statement with Respect to Shares establishing the Mandatory Convertible Preferred Stock) into a number of shares of Coherent Common Stock equal to not more than 4.6512 shares and not less than 3.8760 shares (the “Minimum Conversion Rate”), depending on the applicable market value of the Coherent Common Stock, subject to certain anti-dilution adjustments.

2221

Other than in the event of one of certain fundamental changes, a holder of Mandatory Convertible Preferred Stock may, at any time prior to July 1, 2023, elect to convert such holder's shares, in whole or in part, at a Minimum Conversion Rate per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments.

If one of certain fundamental changes occurs on or prior to July 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of Coherent Common Stock at the conversion rate determined in accordance with the terms of the Mandatory Convertible Preferred Stock during the period beginning on, and including, the effective date of such change and ending on, and including, the date that is 20 calendar days after the effective date of such fundamental change (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than July 1, 2023). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a dividend make-whole amount and, to the extent there is any, the accumulated dividend amount, in each case as calculated in accordance with the terms of the Mandatory Convertible Preferred Stock.

The Company recognized $7 million and ~~$14~~$21 million of preferred stock dividends for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, respectively, associated with the Mandatory Convertible Preferred Stock. The Company recognized $7 million and ~~$14~~$21 million of preferred stock dividends for the three and ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, respectively, associated with the Mandatory Convertible Preferred Stock. The preferred dividends were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of ~~December~~March 31, ~~2022.~~2023.

The following table presents dividends per share and dividends recognized for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021:~~2022:


		Three Months Ended December 31,				Six Months Ended December 31,					Three Months Ended March 31,				Nine Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Dividends per share	Dividends per share	$	3.00	$	3.00	$	6.00	$	6.00	Dividends per share	$	3.00	$	3.00	$	9.00	$	9.00
Mandatory Convertible Preferred Stock dividends ($000)	Mandatory Convertible Preferred Stock dividends ($000)	6,900		6,900		13,800		13,800		Mandatory Convertible Preferred Stock dividends ($000)	6,900		6,900		20,700		20,700

Series B-1 Convertible Preferred Stock

In March 2021, the Company issued 75,000 shares of Series B-1 Convertible Preferred Stock, no par value per share ("Series B-1 Preferred Stock").

The shares of Series B-1 Preferred Stock are convertible into shares of Coherent Common Stock as follows:

•at the election of the holder, at an initial conversion price of $85 per share (as it may be adjusted from time to time, the “Conversion Price”) upon the delivery by Coherent to the holders of the Series B-1 Preferred Stock of an offer to repurchase the Series B-1 Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock as defined below); and

•at the election of the Company, any time following March 31, 2024 at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days.

The issued shares of Series B-1 Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock and the Series B-2 Preferred Stock (as defined below), on an as-converted basis, subject to limited exceptions.

On or at any time after March 31, 2031:

•each holder has the right to require the Company to redeem all of their Coherent Series B-1 Convertible Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and

•the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B-1 Preferred Stock outstanding, for cash, at the Redemption Price.

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In connection with any Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock), and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B-1 Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to March 31, 2026, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026.

If the Company defaults on a payment obligation with respect to the Series B-1 Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum.

The Series B-1 Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity.

The Series B-1 Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings Available to Common Shareholders.

Series B-2 Convertible Preferred Stock

On July 1, 2022, the Company issued 140,000 shares of Series B-2 Convertible Preferred Stock, no par value per share (“Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”).

The shares of Series B-2 Preferred Stock are convertible into shares of Coherent Common Stock as follows:

•at the election of the holder the Conversion Price upon the delivery by Coherent to the holders of the Series B-2 Preferred Stock of an offer to repurchase the Coherent Series B-2 Convertible Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock); and

•at the election of the Company, any time following July 1, 2025 at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days.

The issued shares of Series B-2 Convertible Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock and the Series B-1 Preferred Stock, on an as-converted basis, subject to limited exceptions.

On or at any time after July 1, 2032:

•each holder has the right to require the Company to redeem all of their Series B-2 Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value for such shares (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and

•the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B-2 Preferred Stock outstanding, for cash, at the Redemption Price.

In connection with any Fundamental Change, and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B-2 Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to July 1, 2027, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through July 1, 2027.

If the Company defaults on a payment obligation with respect to the Series B-2 Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum.

The Series B-2 Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity.

The Series B-2 Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings Available to Common Shareholders.

The Company recognized $29 million and ~~$58~~$87 million of preferred stock dividends related to the Series B Preferred Stock for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, respectively. The Company recognized $10 million and ~~$20~~$30 million of preferred stock dividends related to the Series B Preferred Stock for the three and ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, respectively. The preferred stock dividends were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of ~~December~~March 31, ~~2022.~~2023.

The following table presents dividends per share and dividends recognized for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021:~~2022:


		Three Months Ended December 31,				Six Months Ended December 31,					Three Months Ended March 31,				Nine Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Dividends per share	Dividends per share	$	134.83	$	130.71	$	268.21	$	266.47	Dividends per share	$	136	$	137	$	404	$	403
Dividends ($000)	Dividends ($000)	27,821		9,307		55,298		19,011		Dividends ($000)	27,969		9,732		83,267		28,743
Deemed dividends ($000)	Deemed dividends ($000)	1,168		496		2,368		974		Deemed dividends ($000)	1,202		516		3,570		1,490

Note 12. Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. For the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, as the Company was in a net loss position, no dilution was included in the calculation of earnings (loss) per share.

Potentially dilutive shares whose effect would have been anti-dilutive are excluded from the computation of diluted earnings (loss) per common share. For the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, diluted earnings (loss) per share excluded the potentially dilutive effect of the performance and restricted shares, calculated based on the average stock price for each fiscal period, using the treasury stock method, as well as the shares of Coherent Common Stock issuable upon conversion of outstanding convertible debt, the ~~Series A~~ Mandatory Convertible Preferred Stock and the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive.

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The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the three and ~~six~~nine months ended ~~December~~March 31, 2023 and March 31, 2022 ~~and December 31, 2021~~ ($000):


		Three Months Ended December 31,				Six Months Ended December 31,					Three Months Ended March 31,				Nine Months Ended March 31,
		2022		2021			2022		2021				2023		2022		2023		2022
Numerator	Numerator											Numerator
Net earnings (loss)	Net earnings (loss)	$	(45,072)	$	67,657		$	(83,770)	$	142,121		Net earnings (loss)	$	2,546	$	49,002	$	(81,224)	$	191,123
Deduct Series A preferred stock dividends	Deduct Series A preferred stock dividends	(6,900)		(6,900)			(13,800)		(13,800)			Deduct Series A preferred stock dividends	(6,900)		(6,900)		(20,700)		(20,700)
Deduct Series B dividends and deemed dividends	Deduct Series B dividends and deemed dividends	(28,989)		(9,803)			(57,666)		(19,985)			Deduct Series B dividends and deemed dividends	(29,171)		(10,248)		(86,837)		(30,233)
Basic earnings (loss) available to common shareholders	Basic earnings (loss) available to common shareholders	$	(80,961)	$	50,954		$	(155,236)	$	108,336		Basic earnings (loss) available to common shareholders	$	(33,525)	$	31,854	$	(188,761)	$	140,190

Effect of dilutive securities:	Effect of dilutive securities:											Effect of dilutive securities:
Add back interest on Convertible Notes (net of tax)	Add back interest on Convertible Notes (net of tax)	$	—	$	577		$	—	$	1,079		Add back interest on Convertible Notes (net of tax)	$	—	$	571	$	—	$	1,650

Diluted earnings (loss) available to common shareholders	Diluted earnings (loss) available to common shareholders	$	(80,961)	$	51,531		$	(155,236)	$	109,415		Diluted earnings (loss) available to common shareholders	$	(33,525)	$	32,425	$	(188,761)	$	141,840

Denominator	Denominator											Denominator
Weighted average shares	Weighted average shares	138,623		106,158			135,951		105,960			Weighted average shares	139,113		106,323		136,990		106,079
Effect of dilutive securities:	Effect of dilutive securities:											Effect of dilutive securities:
Common stock equivalents	Common stock equivalents	—		2,952			—		2,854			Common stock equivalents	—		3,296		—		3,001
Convertible Notes	Convertible Notes	—		7,330			—		7,330			Convertible Notes	—		7,330		—		7,330

Diluted weighted average common shares	Diluted weighted average common shares	138,623		116,440			135,951		116,144			Diluted weighted average common shares	139,113		116,949		136,990		116,410

Basic earnings (loss) per common share	Basic earnings (loss) per common share	$	(0.58)	$	0.48		$	(1.14)	$	1.02		Basic earnings (loss) per common share	$	(0.24)	$	0.30	$	(1.38)	$	1.32

Diluted earnings (loss) per common share	Diluted earnings (loss) per common share	$	(0.58)	$	0.44		$	(1.14)	$	0.94		Diluted earnings (loss) per common share	$	(0.24)	$	0.28	$	(1.38)	$	1.22

The following table presents potential shares of Coherent Common Stock excluded from the calculation of diluted earnings (loss) per share as their effect would have been anti-dilutive for the three and ~~six~~nine months ended ~~December~~March 31, 2023 and March 31, 2022 ~~and December 31, 2021~~ ($000):


		Three Months Ended December 31,		Six Months Ended December 31,			Three Months Ended March 31,		Nine Months Ended March 31,
		2022	2021	2022	2021		2023	2022	2023	2022
Common stock equivalents	Common stock equivalents	2,827	2	2,295	16	Common stock equivalents	2,416	2	2,334	12
Convertible Notes	Convertible Notes	—	—	2,237	—	Convertible Notes	—	—	1,491	—
Series A Mandatory Convertible Preferred Stock	Series A Mandatory Convertible Preferred Stock	10,697	8,915	10,149	8,915	Series A Mandatory Convertible Preferred Stock	10,697	8,915	10,331	8,915

Series B Convertible Preferred Stock	Series B Convertible Preferred Stock	26,184	9,105	26,022	9,049	Series B Convertible Preferred Stock	26,511	9,217	26,185	9,105
Total anti-dilutive shares	Total anti-dilutive shares	39,708	18,022	40,703	17,980	Total anti-dilutive shares	39,624	18,134	40,341	18,032

Note 13. Segment Reporting

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

On July 1, 2022, the Company completed its acquisition of Legacy Coherent. See Note 3. Coherent Acquisition for further information. The operating results of Legacy Coherent are reflected in the Lasers segment.

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Effective July 1, 2022, the Company reports its financial results in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers. Previously, financial results had been reported in the following two segments: (i) Photonic Solutions and (ii) Compound Semiconductors. The Networking segment represents the former Photonic Solutions segment and the Materials segment represents the former Compound Semiconductors segment.

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The Company’s chief operating decision maker receives and reviews financial information based on these three segments. The Company evaluates business segment performance based upon segment operating income, which is defined as earnings before income taxes, interest and other income or expense. The segments are managed separately due to the market, production requirements and facilities unique to each segment.

The accounting policies are consistent across each segment. To the extent possible, the Company’s corporate expenses and assets are allocated to the segments. The expenses associated with the Legacy Coherent acquisition for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 are wholly allocated to the Lasers segment. For the three and ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the expenses associated with the acquisition of Legacy Coherent were not allocated to an operating segment, and were presented in Unallocated and Other. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments.

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


		Three Months Ended December 31, 2022											Three Months Ended March 31, 2023
		Networking		Materials		Lasers		Unallocated & Other		Total			Networking		Materials		Lasers		Unallocated & Other		Total
Revenues	Revenues	$	608,680	$	382,396	$	379,209	$	—	$	1,370,285	Revenues	$	551,099	$	323,769	$	365,326	$	—	$	1,240,194
Inter-segment revenues	Inter-segment revenues	17,630		85,844		917		(104,391)		—		Inter-segment revenues	17,759		96,604		317		(114,680)		—
Operating income (loss)	Operating income (loss)	90,039		81,472		(163,265)		—		8,246		Operating income (loss)	49,476		67,826		(49,914)		—		67,388
Interest expense	Interest expense	—		—		—		—		(70,904)		Interest expense	—		—		—		—		(75,183)
Other income (expense), net	Other income (expense), net	—		—		—		—		(3,696)		Other income (expense), net	—		—		—		—		3,048
Income taxes		—		—		—		—		21,282
Net loss		—		—		—		—		(45,072)
Income tax benefit												Income tax benefit	—		—		—		—		7,293
Net earnings												Net earnings	—		—		—		—		2,546
Depreciation and amortization	Depreciation and amortization	40,241		28,035		101,633		—		169,909		Depreciation and amortization	41,369		29,242		90,330		—		160,941
Expenditures for property, plant & equipment	Expenditures for property, plant & equipment	30,383		61,474		15,007		—		106,864		Expenditures for property, plant & equipment	6,441		78,666		12,038		—		97,145
Segment assets	Segment assets	3,518,319		2,248,600		8,341,975		—		14,108,894		Segment assets	3,435,816		2,275,614		8,406,202		—		14,117,632
Goodwill	Goodwill	1,011,644		273,268		3,141,929		—		4,426,841		Goodwill	1,012,006		273,341		3,219,790		—		4,505,137

Three Months Ended December 31, 2021
Networking Materials Unallocated
& Other Total
Revenues $ 516,541 $ 290,278 $ — $ 806,819
Inter-segment revenues 24,552 77,094 (101,646) —
Operating income (loss) 50,424 56,538 (8,740) 98,222
Interest expense — — — (17,062)
Other income (expense), net — — — (1,806)
Income taxes — — — (11,697)
Net earnings — — — 67,657
Depreciation and amortization 42,545 28,481 — 71,026
Expenditures for property, plant & equipment 10,620 43,502 — 54,122


	Three Months Ended March 31, 2022
	Networking		Materials		Unallocated & Other		Total
Revenues	$	559,560	$	268,164	$	—	$	827,724
Inter-segment revenues	23,945		59,345		(83,290)		—
Operating income (loss)	54,618		61,754		(9,604)		106,768
Interest expense	—		—		—		(43,499)
Other income (expense), net	—		—		—		(241)
Income taxes	—		—		—		(14,027)
Net earnings	—		—		—		49,002
Depreciation and amortization	44,126		28,691		—		72,817
Expenditures for property, plant & equipment	18,363		75,939		—		94,302

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		Six Months Ended December 31, 2022											Nine Months Ended March 31, 2023
		Networking		Materials		Lasers		Unallocated & Other		Total			Networking		Materials		Lasers		Unallocated & Other		Total
Revenues	Revenues	$	1,205,228	$	738,040	$	771,587	$	—	$	2,714,855	Revenues	$	1,756,327	$	1,061,809	$	1,136,913	$	—	$	3,955,049
Inter-segment revenues	Inter-segment revenues	36,370		180,898		1,083		(218,351)		—		Inter-segment revenues	54,129		277,502		1,400		(333,031)		—
Operating income (loss)	Operating income (loss)	181,021		156,807		(287,106)		—		50,722		Operating income (loss)	230,497		224,633		(337,020)		—		118,110
Interest expense	Interest expense	—		—		—		—		(132,793)		Interest expense	—		—		—		—		(207,976)
Other income (expense), net	Other income (expense), net	—		—		—		—		(35,301)		Other income (expense), net	—		—		—		—		(32,253)
Income taxes		—		—		—		—		33,602
Income tax benefit												Income tax benefit	—		—		—		—		40,895
Net earnings	Net earnings	—		—		—		—		(83,770)		Net earnings	—		—		—		—		(81,224)
Depreciation and amortization	Depreciation and amortization	83,015		54,562		179,618		—		317,195		Depreciation and amortization	124,384		83,804		269,948		—		478,136
Expenditures for property, plant & equipment	Expenditures for property, plant & equipment	74,213		136,372		35,269		—		245,854		Expenditures for property, plant & equipment	80,654		215,038		47,307		—		342,999


	Nine Months Ended March 31, 2022
	Networking		Materials		Unallocated & Other		Total
Revenues	$	1,607,114	$	822,540	$	—	$	2,429,654
Inter-segment revenues	80,666		199,202		(279,868)		—
Operating income (loss)	164,481		165,071		(29,511)		300,041
Interest expense	—		—		—		(72,752)
Other income (expense), net	—		—		—		5,535
Income taxes	—		—		—		(41,701)
Net earnings	—		—		—		191,123
Depreciation and amortization	128,504		85,031		—		213,535
Expenditures for property, plant & equipment	53,779		142,211		—		195,991

Six Months Ended December 31, 2021
Networking Materials Unallocated
& Other Total
Revenues $ 1,047,554 $ 554,376 $ — $ 1,601,930
Inter-segment revenues 56,721 139,857 (196,578) —
Operating income (loss) 109,863 103,316 (19,907) 193,272
Interest expense — — — (29,253)
Other income (expense), net — — — 5,776
Income taxes — — — (27,674)
Net earnings — — — 142,121
Depreciation and amortization 84,379 56,340 — 140,719
Expenditures for property, plant & equipment 35,416 66,273 — 101,689

Note 14. Share-Based Compensation

Stock Award Plans

The Company’s Board of Directors amended and restated the Coherent Corp. 2018 Omnibus Incentive Plan, which originally was approved by the Company's shareholders at the Annual Meeting in November 2018 (as amended and restated, the "Plan"). The Plan was approved by the Company's shareholders at the Annual Meeting in November 2020. The Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance share units to employees, officers and directors of the Company. The maximum number of shares of Coherent Common Stock authorized for issuance under the Plan is limited to 9,550,000 shares of Coherent Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Plan has vesting provisions predicated upon the death, retirement or disability of the grantee.

On the Closing Date, the Company assumed 403,675 Legacy Coherent restricted stock units ("Converted RSUs"). The Converted RSUs are generally subject to the same terms and conditions that applied to the RSUs immediately prior to the Closing Date. Other than the assumed Converted RSUs, Coherent did not assume any other awards outstanding under Legacy Coherent equity incentive plans. On the Closing Date, Coherent assumed the unused capacity under Legacy Coherent equity incentive plan, which totaled 10,959,354 shares of issuable Coherent Common Stock.

Share-based compensation expense for the periods indicated was as follows ($000):


		Three Months Ended December 31,				Six Months Ended December 31,					Three Months Ended March 31,				Nine Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Stock Options and Cash-Based Stock Appreciation Rights	Stock Options and Cash-Based Stock Appreciation Rights	$	601	$	1,924	$	160	$	2,472	Stock Options and Cash-Based Stock Appreciation Rights	$	767	$	1,635	$	927	$	4,107
Restricted Share Awards and Cash-Based Restricted Share Unit Awards	Restricted Share Awards and Cash-Based Restricted Share Unit Awards	28,818		13,760		73,470		31,132		Restricted Share Awards and Cash-Based Restricted Share Unit Awards	29,533		13,317		103,003		44,449
Performance Share Awards and Cash-Based Performance Share Unit Awards	Performance Share Awards and Cash-Based Performance Share Unit Awards	3,242		2,058		10,331		5,766		Performance Share Awards and Cash-Based Performance Share Unit Awards	2,936		2,614		13,267		8,380

		$	32,661	$	17,742	$	83,961	$	39,370		$	33,236	$	17,566	$	117,197	$	56,936

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Note 15. Fair Value of Financial Instruments

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

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

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

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

The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.

The Company entered into an interest rate swap with a notional amount of $1,075 million to limit the exposure to its variable interest rate debt by effectively converting it to a fixed interest rate. ~~The~~Through February 28, 2023, the Company ~~receives~~received payments based on the one-month LIBOR and ~~makes~~made payments based on a fixed rate of 1.52%. The Company ~~receives~~received payments with a floor of 0.00%. The interest rate swap agreement ~~has~~had an effective date of November 24, 2019, with an expiration date of September 24, 2024. The initial notional amount of the interest rate swap was decreased to $825 million in June 2022 and will remain at that amount through the expiration date. On March 20, 2023, the Company amended its $825 million interest rate swap ("Amended Swap"), effective as of February 28, 2023, to replace the current reference rate (LIBOR) with SOFR, to be consistent with the amended credit agreement. See Note 8. Debt for further information. Under the Amended Swap, the Company receives payments based on the one-month SOFR and makes payments based on a fixed rate of 1.42%. The Company receives payments with a floor of 0.10%. The Company designated this instrument as a cash flow hedge and deemed the hedge relationship effective at inception of the contract and amended contract.

The fair value of the interest rate swap of $4335 million is recognized in the Condensed Consolidated Balance Sheet within prepaid and other current assets and other assets as of ~~December~~March 31, ~~2022.~~2023. Changes in fair value are recorded within accumulated other comprehensive ~~loss~~income (loss) on the Condensed Consolidated Balance Sheet and reclassified into the Condensed Consolidated Statement of Earnings (Loss) as interest expense in the period in which the underlying transaction affects earnings. Cash flows from hedging activities are reported in the Condensed Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations. The fair value of the interest rate swap is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate swap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The interest rate swap is classified as a Level 2 item within the fair value hierarchy.

On February 23, 2022, the Company entered into an interest rate cap ("the Cap") with an effective date of July 1, 2023. On March 20, 2023, the Company amended the Cap to replace the current reference rate (LIBOR) with SOFR, to be consistent with the amended credit agreement. See Note 8. Debt for further information. The Cap manages the Company's exposure to interest rate movements on a portion of the Company's floating rate debt. The Cap provides the Company with the right to receive payment if one-month ~~LIBOR~~SOFR exceeds ~~1.85%~~1.92%. Beginning in July 2023, the Company will begin to pay a fixed monthly premium based on an annual rate of 0.853% for the Cap. The Cap will carry a notional amount ranging from $500 million to $1,500 million. The fair value of the interest rate cap of $3828 million is recognized in the Condensed Consolidated Balance Sheet within prepaid and other current assets and other assets as of ~~December~~March 31, ~~2022.~~2023.

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The Cap, as amended, is designed to mirror the terms of the Credit Agreement as ~~of the effective date, or its direct replacement.~~amended on March 31, 2023. The Company designated the Cap as a cash flow hedge of the variability of the ~~LIBOR-based~~SOFR based interest payments on the Term Loan Facilities. Every period over the life of the hedging relationship, the entire change in fair value related to the hedging instrument will first be recorded within accumulated other comprehensive income (loss). Amounts accumulated in accumulated other comprehensive income (loss) will be reclassified into interest expense in the same period or periods in which interest expense is recognized on the Credit Agreement, or its direct replacement. The fair value of the Cap is determined using widely accepted valuation techniques and reflects the contractual terms of the Cap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The Cap is classified as a Level 2 item within the fair value hierarchy.

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The Company estimated the fair value of the Senior Notes based on quoted market prices as of the last trading day prior to ~~December~~March 31, ~~2022;~~2023; however, the Senior Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Senior Notes could be retired or transferred. The Company concluded that this fair value measurement should be categorized within Level 2. The carrying value of the Senior Notes is net of unamortized discount and issuance costs. See Note 8. Debt for details on the Company’s debt facilities.

The fair value and carrying value of the Convertible Notes and Senior Notes were as followed ($000):


		December 31, 2022				June 30, 2022					March 31, 2023				June 30, 2022
		Fair Value		Carrying Value		Fair Value		Carrying Value			Fair Value		Carrying Value		Fair Value		Carrying Value
Convertible Notes	Convertible Notes	$	—	$	—	$	382,601	$	341,162	Convertible Notes	$	—	$	—	$	382,601	$	341,162
Senior Notes	Senior Notes	$	857,142	$	982,692	$	865,527	$	982,297	Senior Notes	$	901,326	$	982,914	$	865,527	$	982,297

The fair values of cash and cash equivalents are considered Level 1 among the fair value hierarchy and approximate fair value because of the short-term maturity of those instruments. The Company’s borrowings including its lease obligations and the Senior Notes, are considered Level 2 among the fair value hierarchy and their principal amounts approximate fair value.

The Company, from time to time, purchases foreign currency forward exchange contracts that permit it to transact specified amounts of these foreign currencies for pre-established U.S. dollar amounts at specified dates that represent assets or liabilities on the balance sheets of certain subsidiaries. These contracts are entered into for the purpose of limiting translational exposure to changes in currency exchange rates and which otherwise would expose the Company's earnings, on the revaluation of its aggregate net assets or liabilities in respective currencies, to foreign currency risk. At ~~December~~March 31, ~~2022,~~2023, the Company had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Realized gains related to these contracts for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 were ~~$28~~$0 million and $5 million, respectively, and were included in other expense (income), net in the Condensed Consolidated Statements of Earnings (Loss).

Note 16. Share Repurchase Programs

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of Coherent Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. The Company did not repurchase any shares pursuant to this Program during the quarter ended ~~December~~March 31, ~~2022.~~2023. As of ~~December~~March 31, ~~2022,~~2023, the Company has cumulatively purchased 1,416,587 shares of Coherent Common Stock pursuant to the Program for approximately $22 million. The dollar value of shares as of ~~December~~March 31, ~~2022~~2023 that may yet be purchased under the Program is approximately $28 million.

Note 17. Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 were as follows ($000):
Foreign
Currency
Translation
Adjustment Interest
Rate
Swap Interest
Rate
Cap Defined
Benefit
Pension Plan Total
Accumulated Other
Comprehensive
Income
AOCI - June 30, 2022 $ (34,572) $ 11,735 $ 14,306 $ 6,364 $ (2,167)
Other comprehensive income (loss) before reclassifications 99,664 17,973 15,921 442 134,000
Amounts reclassified from AOCI — (5,703) — — (5,703)
Net current-period other comprehensive income (loss) 99,664 12,270 15,921 442 128,297
AOCI - December 31, 2022 $ 65,092 $ 24,005 $ 30,227 $ 6,806 $ 126,130


	Foreign Currency Translation Adjustment		Interest Rate Swap		Interest Rate Cap		Defined Benefit Pension Plan		Total Accumulated Other Comprehensive Income
AOCI - June 30, 2022	$	(34,572)	$	11,735	$	14,306	$	6,364	$	(2,167)
Other comprehensive income before reclassifications	157,805		17,895		7,646		1,151		184,497
Amounts reclassified from AOCI	—		(11,876)		—		—		(11,876)
Net current-period other comprehensive income	157,805		6,019		7,646		1,151		172,621
AOCI - March 31, 2023	$	123,233	$	17,754	$	21,952	$	7,515	$	170,454

Note 18. Subsequent Events

On May 10, 2023, the Company announced that it plans to take certain additional restructuring actions that will run through the end of fiscal year 2025 (the "Plan") in light of the macro conditions and its ongoing efforts to make the Company more efficient. The Plan includes certain restructuring actions including workforce reductions to reduce costs and expenses as well as site consolidations, including the relocation of certain manufacturing facilities, to increase its resiliency and lower its costs. We anticipate incurring approximately $150 million to $200 million of restructuring and other non-recurring costs to reduce the workforce and relocate facilities, among others, in connection with the Plan.

On May 10, 2023, the Company announced that it has commenced a review of strategic alternatives for its Silicon Carbide “SiC” business. The Company expects to consider a range of strategic alternatives including a minority investment in the SiC business by a strategic or financial partner, joint venture, and/or a sale of the SiC business.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of Coherent’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 1 of this quarterly report. Coherent’s MD&A is presented in ~~seven~~eight sections:

•Forward-Looking Statements

•Overview

•Acquisition and Background of Coherent, Inc.

•Critical Accounting Estimates

•~~COVID-19 Update~~Transfer to the New York Stock Exchange

•Subsequent Events

•Results of Operations

•Liquidity and Capital Resources

Forward-looking statements in Item 2 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to Part II Item 1A for discussion of these risks and uncertainties).

Forward-Looking Statements

Certain statements contained in the Management's Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding projected growth rates, markets, product development, financial position, capital expenditures and foreign currency exposure. Forward-looking statements are also identified by words such as “expects,” “anticipates,” “intends,” “believes,” “plans,” “projects” or similar expressions.

Although our management considers the expectations and assumptions on which the forward-looking statements in this Quarterly Report on Form 10-Q are based to have a reasonable basis, there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to: (i) the failure of any one or more of the expectations or assumptions on which such forward-looking statements are based to prove to be correct; and (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 and in the Company's other reports filed with the Securities and Exchange Commission. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

In addition, we operate in a highly competitive and rapidly changing environment; new risk factors can arise, and it is not possible for management to anticipate all such risk factors, or to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are based only on information currently available to us and speak only as of the date of this Report. We do not assume any obligation, and do not intend, to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the securities laws. Investors should, however, consult any further disclosures of a forward-looking nature that the Company may make in its subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other disclosures filed with or furnished to the SEC.

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

Overview

Coherent Corp. (“Coherent”, the “Company,” “we,” “us” or “our”), a global leader in materials, networking and lasers, is a vertically integrated manufacturing company that develops, manufactures and markets engineered materials, optoelectronic components and devices, and lasers for use in industrial materials processing, optical communications, aerospace and defense, consumer electronics, semiconductor capital equipment, medical diagnostics and life sciences, automotive applications, machine tools, consumer goods and medical device manufacturing. Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide. Coherent produces a wide variety of lasers, along with application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to enable its customers.

The Company generates revenues, earnings and cash flows from developing, manufacturing and marketing a broad portfolio of products for our end markets. We also generate revenue, earnings and cash flows from government-funded research and development contracts relating to the development and manufacture of new technologies, materials and products.

Our customer base includes original equipment manufacturers, laser end users, system integrators of high-power lasers, manufacturers of equipment and devices for industrial, optical communications, consumer electronics, security and monitoring applications, U.S. government prime contractors, and various U.S. government agencies.

As we grow, we are focused on scaling our Company and deriving the continued benefits of vertical integration as we strive to be a best in class competitor in all of our highly competitive markets. The Company may elect to change the way in which the Company operates or is organized in the future to enable the most efficient implementation of our strategy.

Acquisition and Background of Coherent, Inc.

The acquisition of Coherent, Inc. (“Legacy Coherent”), one of the world's leading providers of laser and optics-based product solutions, closed on July 1, 2022. For the full fiscal year 2023, Legacy Coherent will be included in the combined company and rebranded as the Lasers Segment. Legacy Coherent’s lasers and optics products serve industrial customers in semiconductor and display capital equipment, precision manufacturing and aerospace & defense, as well as instrumentation customers in life science and scientific instrumentation.

Legacy 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, Legacy Coherent has grown through internal organic expansion and through strategic acquisitions of complementary businesses, technologies, intellectual property, manufacturing processes, and product offerings.

The word "laser" is an acronym for "light amplification by stimulated emission of radiation." Lasers emit an intense output of light with unique and highly useful properties, of which its near perfect collimation (beam like property) is the most commonly known, as well usually being highly monochromatic at a precise wavelength (color). The name Coherent originates from another key property which is related to the synchronization of the phase of the light oscillations, known as ~~Coherence.~~coherence. Therefore, lasers are many orders of magnitude brighter than any other optical source. Lasers also have the ability to be pulsed at almost any repetition rate, even beyond a billion times per second, and are the technology which underpins the global fiber optic communications network, as well as producing the shortest man-made pulses of any technology known.

As a result of their highly collimated beams, the light can be focused to a very small and intense spot or line, useful for applications requiring enough power to modify the target material, with very high precision through processes such as heat treating (annealing), welding or cutting almost any material. The laser's high spatial resolution is also useful for microscopic imaging and inspection applications, where the laser light is essentially a highly precise illumination source. These applications typically operate at lower powers, so as not to alter the physical property of the target material.

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

Legacy Coherent's key laser applications include: semiconductor wafer inspection; manufacturing of advanced printed circuit boards; flat panel display manufacturing; metal cutting and welding, including welding of electric vehicle batteries; manufacturing of medical devices; marking; medical; bio-instrumentation and imaging; 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.

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

Critical Accounting Estimates

The preparation of financial statements and related disclosures are in conformity with accounting principles generally accepted in the United States of America and the Company’s discussion and analysis of its financial condition and results of operations require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its condensed consolidated financial statements and accompanying notes.

Table of Contents

Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K dated August 29, 2022 describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. Starting in the three months ended September 30, 2022, we assessed business combinations to be one of our critical accounting policies.

Business Combinations. Business combinations are accounted for using the purchase method of accounting. As such, assets acquired, including identified intangible assets, and liabilities assumed are recorded at their fair value, which often involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective.

New Accounting Standards

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

~~COVID-19 Update~~Transfer to New York Stock Exchange

~~Our supply chain continues to show signs~~On February 8, 2023, the Company announced the voluntary transfer of ~~improving after various measures were implemented in response~~the listing of its common stock, no par value ("Coherent Common Stock") and Series A Mandatory Convertible Preferred Stock. no par value ("Mandatory Convertible Preferred Stock") from the NASDAQ Global Select Market to the ~~COVID-19 pandemic. In~~New York Stock Exchange (the “NYSE”), effective as of the close of trading on February 22, 2023. The Coherent Common Stock and Mandatory Convertible Preferred Stock began trading on the NYSE February 23, 2023, under the ticker symbols “COHR” and “IIVI”, respectively.

Subsequent Events

On May 10, 2023, the Company announced that it plans to take certain ~~cases, our suppliers have not had~~additional restructuring actions that will run through the ~~materials, capacity or capability~~end of fiscal year 2025 (the "Plan") in light of the macro conditions and its ongoing efforts to ~~supply us~~make the Company more efficient. The Plan includes certain restructuring actions including workforce reductions to reduce costs and expenses as well as site consolidations, including the relocation of certain manufacturing facilities, to increase its resiliency and lower its costs. We anticipate incurring approximately $150 million to $200 million of restructuring and other non-recurring costs to reduce the workforce and relocate facilities, among others, in connection with the ~~components necessary~~Plan.

On May 10, 2023, the Company announced that it has commenced a review of strategic alternatives for ~~continuing our manufacturing operations~~its Silicon Carbide “SiC” business. The Company expects to consider a range of strategic alternatives including a minority investment in the SiC business by a strategic or ~~development efforts at our normal levels~~ financial partner, joint venture, and/or on predictable timing. Similarly, our customers have also experienced, and could continue to experience, disruptions in their operations, which may result in reduced, delayed, or canceled orders, and have increased collection risks, which may adversely affect our results of operations.

~~The full extent~~a sale of the impact of the COVID-19 pandemic and the related responses on our operational and financial performance is improving. However, continued improvement will depend on many factors outside our control, including, without limitation, the duration and severity of the pandemic, the imposition of new and additional protective public safety measures, and the impact of the pandemic and related factors on the global economy as a whole and, in particular, demand for our products. Due to these uncertainties, we cannot reasonably estimate the related impact on us at this time.

For additional information regarding the risks that we face as a result of the COVID-19 pandemic, please see Item 1A. Risk Factors in Part I of the Annual Report on Form 10-K filed on August 29, 2022. Further, to the extent 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 the Annual Report on Form 10-K filed on August 29, 2022.SiC business.

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

The following tables set forth select items from our Condensed Consolidated Statements of Earnings (Loss) for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 ($ in millions):


		Three Months Ended December 31, 2022				Three Months Ended December 31, 2021					Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
				% of Revenues				% of Revenues					% of Revenues				% of Revenues
Total revenues	Total revenues	$	1,370	100	%	$	807	100	%	Total revenues	$	1,240	100	%	$	828	100	%
Cost of goods sold	Cost of goods sold	959		70		496		61		Cost of goods sold	820		66		506		61
Gross margin	Gross margin	411		30		311		39		Gross margin	420		34		322		39
Operating expenses:	Operating expenses:									Operating expenses:
Internal research and development	Internal research and development	129		9		95		12		Internal research and development	126		10		97		12
Selling, general and administrative	Selling, general and administrative	274		20		118		15		Selling, general and administrative	226		18		118		14
Interest and other, net	Interest and other, net	75		5		19		2		Interest and other, net	72		6		44		5
Earnings (loss) before income taxes	Earnings (loss) before income taxes	(66)		(5)	%	79		10		Earnings (loss) before income taxes	(5)		—	%	63		8
Income taxes	Income taxes	(21)		(2)	%	12		1		Income taxes	(7)		(1)	%	14		2
Net earnings (loss)	Net earnings (loss)	$	(45)	(3)	%	$	68	8	%	Net earnings (loss)	$	3	—	%	$	49	6	%

Diluted earnings (loss) per share	Diluted earnings (loss) per share	$	(0.58)			$	0.44			Diluted earnings (loss) per share	$	(0.24)			$	0.28


		Six Months Ended December 31, 2022				Six Months Ended December 31, 2021					Nine Months Ended March 31, 2023				Nine Months Ended March 31, 2022
				% of Revenues				% of Revenues					% of Revenues				% of Revenues
Total revenues	Total revenues	$	2,715	100	%	$	1,602	100	%	Total revenues	$	3,955	100	%	$	2,430	100	%
Cost of goods sold	Cost of goods sold	1,860		69		984		61		Cost of goods sold	2,680		68		1,490		61
Gross margin	Gross margin	855		31		618		39		Gross margin	1,275		32		940		39
Operating expenses:	Operating expenses:									Operating expenses:
Internal research and development	Internal research and development	250		9		184		12		Internal research and development	376		10		281		12
Selling, general and administrative	Selling, general and administrative	554		20		240		15		Selling, general and administrative	781		20		358		15
Interest and other, net	Interest and other, net	168		6		24		1		Interest and other, net	240		6		67		3
Earnings (loss) before income taxes	Earnings (loss) before income taxes	(117)		(4)	%	170		11		Earnings (loss) before income taxes	(122)		(3)	%	233		10
Income taxes	Income taxes	(34)		(1)	%	28		2		Income taxes	(41)		(1)	%	42		2
Net earnings (loss)	Net earnings (loss)	$	(84)	(3)	%	$	142	9	%	Net earnings (loss)	$	(81)	(2)	%	$	191	8	%

Diluted earnings (loss) per share	Diluted earnings (loss) per share	$	(1.14)			$	0.94			Diluted earnings (loss) per share	$	(1.38)			$	1.22

Consolidated

Revenues. Revenues for the three months ended ~~December~~March 31, ~~2022~~2023 increased ~~70%~~50% to ~~$1,370~~$1,240 million, compared to ~~$807~~$828 million for the same period last fiscal year. Revenues for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 increased ~~69%~~63% to ~~$2,715~~$3,955 million, compared to ~~$1,602~~$2,430 million for the same period last fiscal year. The majority of the increase in revenue for both the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 is driven by the Lasers segment, which was acquired in our acquisition of Legacy ~~Coherent, with~~Coherent. The remaining contributions to the ~~remaining contributions~~increased revenues were from the Materials segment in the three months ended March 31, 2023 and from both the Materials and Networking ~~segments.~~segments in the nine months ended March 31, 2023. Lasers revenue for the three months ended ~~December~~March 31, ~~2022~~2023 was ~~$379~~$365 million, of which ~~75%~~72% was in the industrial end market and ~~25%~~28% in the instrumentation end market. Lasers revenue for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 was ~~$772~~$1,137 million, of which ~~76%~~74% was in the industrial end market and ~~24%~~26% in the instrumentation end market.

Organic revenue growth was ~~$184~~$47 million, or ~~23%~~6%, year-over-year for the three months ended ~~December~~March 31, ~~2022.~~2023. Materials contributed $56 million of this organic growth year-over-year, with $76 million growth in the electronics end market from innovations in sensing products, partially offset by softer sales from the communications, industrial and instrumentation end markets. Networking ~~increased $92~~decreased $8 million year-over-year, with decreases from our communications end market.

Organic revenue growth ~~in both datacom and telecom.~~was $388 million, or 16%, year-over-year for the nine months ended March 31, 2023. Materials contributed ~~an additional $92~~$239 million of this organic growth year-over-year, with ~~$114~~$289 million growth in the electronics end market from innovations in sensing products, partially offset by softer sales from the industrial end market.

~~Organic revenue growth was $341 million, or 21%, year-over-year for the six months ended December 31, 2022.~~ Networking increased ~~$158~~$149 million year-over-year, with growth in both ~~datacom~~telecom and telecom. Materials contributed an additional $184 million year-over-year, with $213 million growth in the electronics end market from innovations in sensing products, partially offset by softer sales from the industrial end market.datacom.

Gross margin. Gross margin for the three months ended ~~December~~March 31, ~~2022~~2023 was ~~$411~~$420 million, or ~~30%~~34% of total revenues, compared to ~~$311~~$322 million, or 39% of total revenues, for the same period last fiscal year, a decrease of ~~860~~500 basis points. The decrease as a percent of revenue for the three months ended March 31, 2023 included $21 million of incremental amortization expense related to technology acquired as a result of the Merger. Gross margins excluding the incremental amortization decreased 327 basis points for the three months ended March 31, 2023 compared to the prior year period primarily due to lower revenues, less favorable mix of revenues, underutilized operating capacity in several plants, and the unfavorable foreign exchange rates.

Gross margin for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 increased to ~~$855~~$1,275 million, or ~~31%~~32% of total revenues, compared to ~~$618~~$940 million, or 39% of total revenues, for the same period last fiscal year, and decreased as a percent of revenue year-over-year by ~~710~~650 basis points. The decrease as a percent of revenue for the ~~three and six~~nine months ended ~~December~~March 31, ~~2022~~2023 was driven by ~~$112 million and~~ $158 million ~~respectively,~~ of additional expense related to the preliminary fair value adjustment on acquired inventory from the acquisition of Legacy Coherent (“Merger”), as well as $6$64 million ~~and $43 million, respectively,~~ of incremental amortization expense related to technology acquired as a result of the Merger. Gross margins excluding the fair value adjustment on acquired inventory and incremental amortization ~~were flat~~decreased 82 basis points for ~~both~~ the ~~three and six~~nine months ended ~~December~~March 31, ~~2022~~2023 compared to the prior year ~~periods.~~period.

Internal research and development. Internal research and development (“IR&D”) expenses for the three months ended ~~December~~March 31, ~~2022~~2023 were ~~$129~~$126 million, or 9%10% of revenues, compared to ~~$95~~$97 million, or 12% of revenues, for the same period last fiscal year. IR&D for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 increased ~~36%~~34% to ~~$250~~$376 million, or 9%10% of revenues, compared to ~~$184~~$281 million, or 12% of revenues, for the same period last fiscal year. The increase for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 was driven by an additional ~~$32~~$34 million and ~~$62~~$96 million, respectively, of IR&D expenses from the Lasers segment. As a percent of sales, IR&D spend in the Materials segment decreased ~~4% and~~ 5% for each of the three and ~~six months~~nine month periods ended ~~December~~March 31, ~~2022, respectively,~~2023 compared to the prior year periods due to the launch of new products.

Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the three months ended ~~December~~March 31, ~~2022~~2023 were ~~$274~~$226 million, or ~~20%~~18% of revenues, compared to $118 million, or ~~15%~~14% of revenues, for the same period last fiscal year. SG&A expenses for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 were ~~$554~~$781 million, or 20% of revenues, compared to ~~$240~~$358 million, or 15% of revenues, for the same period last fiscal year. The increase in SG&A as a percentage of revenue for the three months ended ~~December~~March 31, ~~2022~~2023 compared to the same period last fiscal year was ~~primarily~~ the result of the comparatively larger sales and administrative efforts required to sell an entire laser system versus components and subsystems, as well as incremental amortization expense of ~~$80~~$52 million. The increase in SG&A as a percentage of revenue for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 compared to the same period last fiscal year was ~~primarily~~ the result of the comparatively larger sales and administrative efforts required to sell an entire laser system versus components and subsystems, incremental amortization expense of ~~$104~~$156 million ~~additional~~and higher one time-charges related to the Merger ~~including $38~~of $79 million ~~additional~~for integration, ~~and restructuring, $19 million additional transaction fees and financing, and a one-time expense of $18 million related to~~ share-based compensation, ~~resulting from the Merger.~~and transaction fees.

Interest and other, net. Interest and other, net for the three months ended ~~December~~March 31, ~~2022~~2023 was expense of ~~$75~~$72 million, compared to expense of ~~$19~~$44 million for the same period last fiscal year, an increase of ~~$56~~$28 million. Included in interest and other, net, ~~was~~were interest expense on borrowings, equity gains and losses from unconsolidated investments, foreign currency gains and losses, amortization of debt issuance costs, and interest income on excess cash balances. For the three months ended ~~December~~March 31, ~~2022,~~2023, the increase of ~~$56~~$28 million in comparison to the same period last fiscal year was driven by ~~$54~~$32 million of incremental interest expense due to the new debt assumed in the financing of the Merger ~~and $7 million incremental foreign currency losses,~~ partially offset by $2 million incremental interest income. Interest and other, net for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 was expense of ~~$168~~$240 million, compared to expense of ~~$24~~$67 million for the same period last fiscal year, an increase of ~~$145~~$173 million. The increase of ~~$145~~$173 million in comparison to the same period last fiscal year was driven by ~~$104~~$135 million incremental interest expense due to the new debt assumed in the financing of the Merger, $35 million incurred in the current year related to financing of the Merger and $9 million incremental net foreign currency losses, with a foreign currency loss of $4 million for the nine months ended March 31, 2022 as compared to a foreign currency gain of $5 million for the ~~six months ended December 31, 2021 as compared to a foreign currency loss of $4 million for the~~ current ~~six-month~~nine-month period. The increases were partially offset by $2$4 million of incremental interest income.

Income taxes. The Company’s year-to-date effective income tax rate at ~~December~~March 31, ~~2022~~2023 was ~~29%~~33% compared to an effective tax rate of ~~16%~~18% for the same period in ~~2021.~~2022. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to nondeductible expenses and tax rate differentials between U.S. and foreign jurisdictions.

Segment Reporting

Revenues and operating income for the Company’s reportable segments are discussed below. Operating income differs from net earnings in that operating income excludes certain operational expenses included in other expense (income) – net as reported. Management believes operating income to be a useful measure for investors, as it reflects the results of segment performance over which management has direct control and is used by management in its evaluation of segment performance. See Note 13. Segment Reporting, to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Company’s reportable segments and for the reconciliation of the Company’s operating income to net earnings, which is incorporated herein by reference. Effective July 1, 2022, the Company is reporting its financial results in the following three designated segments: (i) Materials, (ii) Networking, and (iii) Lasers. Financial results in prior years had been reported in the following two segments: (i) Compound Semiconductors, and (ii) Photonic Solutions. The Materials segment represents the former Compound Semiconductors segment and the Networking segment represents the former Photonic Solutions segment. The Lasers segment represents Legacy Coherent. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments.

Networking ($ in millions)


		Three Months Ended December 31,				% Increase	Six Months Ended December 31,				% Increase		Three Months Ended March 31,				% Increase	Nine Months Ended March 31,				% Increase
		2022		2021			2022		2021				2023		2022			2023		2022
Revenues	Revenues	$	609	$	517	18%	$	1,205	$	1,048	15%	Revenues	$	551	$	560	(2)%	$	1,756	$	1,607	9%
Operating income	Operating income	$	90	$	50	79%	$	181	$	110	65%	Operating income	$	49	$	55	(9)%	$	230	$	164	40%

Revenues for the three months ended ~~December~~March 31, ~~2022 increased 18%~~2023 decreased 2% to ~~$609~~$551 million, compared to ~~$517~~$560 million for the same period last fiscal year. Revenues for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 increased ~~15%~~9% to ~~$1,205~~$1,756 million, compared to ~~$1,048~~$1,607 million for the same period last fiscal year. The ~~increases~~decrease in revenue of ~~$92 million and $158~~$8 million during the three ~~and six~~ months ended ~~December~~March 31, ~~2022, respectively, were~~2023 was primarily due to decreases in the communications market driven by decreased revenues in the communications end market. The increase in revenues of $149 million during the nine months ended March 31, 2023 was primarily due to increased revenue year-over-year in the communications ~~market driven by increased revenue in both telecom and datacom.~~market.

Operating income for the three months ended ~~December~~March 31, ~~2022 increased 79%~~2023 decreased 9% to ~~$90~~$49 million, compared to operating income of ~~$50~~$55 million for the same period last fiscal year. Operating income for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 increased ~~65%~~40% to ~~$181~~$230 million, compared to operating income of ~~$110~~$164 million for the same period last fiscal year. The decrease in operating income for the three months ended months ended March 31, 2023 was driven by lower sales and the unfavorable impact of foreign exchange rates partially offset by lower variable compensation costs and the leveraging of corporate resources across each of our three segments. The increase in operating income for the ~~three and six~~nine months ended ~~December~~March 31, ~~2022~~2023 was driven by strong sales, ~~improved mix~~lower variable compensation costs and the ~~favorable impact~~leveraging of ~~foreign currency.~~corporate resources across each of our three segments.

Materials ($ in millions)


		Three Months Ended December 31,				% Increase (Decrease)	Six Months Ended December 31,				% Increase (Decrease)		Three Months Ended March 31,				% Increase (Decrease)	Nine Months Ended March 31,				% Increase (Decrease)
		2022		2021			2022		2021				2023		2022			2023		2022
Revenues	Revenues	$	382	$	290	32%	$	738	$	554	33%	Revenues	$	324	$	268	21%	$	1,062	$	823	29%
Operating income	Operating income	$	81	$	57	44%	$	157	$	103	52%	Operating income	$	68	$	62	10%	$	225	$	165	36%

Revenues for the three months ended ~~December~~March 31, ~~2022~~2023 increased ~~32%~~21% to ~~$382~~$324 million, compared to revenues of ~~$290~~$268 million for the same period last fiscal year. Compared to the three months ended ~~December~~March 31, ~~2021,~~2022, Materials contributed an additional ~~$92~~$56 million year-over-year, with ~~$114~~$76 million growth in the electronics end market ~~from innovations~~for consumer products and electric vehicles as well as in ~~sensing products.~~semiconductor equipment. The growth was partially offset by softer ~~sales~~revenues in ~~aerospace~~datacom and ~~defense in the United States and slower sales in industrial China.~~precision manufacturing markets. Revenues for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 increased ~~33%~~29% to ~~$738~~$1,062 million, compared to revenues of ~~$554~~$823 million for the same period last fiscal year. The increase in revenues of ~~$184~~$239 million during the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 was primarily related to the increase in demand in the electronics end market from innovations in sensing products.

Operating income for the three months ended ~~December~~March 31, ~~2022~~2023 increased ~~44%~~10% to ~~$81~~$68 million, compared to operating income of ~~$57~~$62 million for the same period last fiscal year, primarily driven by strong sales in electronics markets and ~~the launch of a new product in the Consumer market, thereby reducing R&D expense year-over-year. Further, the Company has efficiently used the Corporate Center of Excellence, with~~lower costs for reliance on corporate resources ~~leveraged~~for some services. The margin percentage was lower than the three months ended March 31, 2022 due to mix and variations in demand across ~~each of our three segments.~~the operations. Operating income for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 increased ~~52%~~36% to ~~$157~~$225 million, compared to ~~$103~~$165 million of operating income for the same period last fiscal year. The increase in operating income for ~~both~~ the ~~three and six~~nine months ended ~~December~~March 31, ~~2022~~2023 was driven by strong sales in electronics markets, partially offset by slower sales in industrial markets. The margin percentage was lower than the ~~launch of a new product~~nine months ended March 31, 2022 due to mix and variations in demand across the ~~Consumer market and improved operating expenses.~~operations.

Lasers ($ in millions)


		Three Months Ended December 31,				% Increase (Decrease)	Six Months Ended December 31,				% Increase (Decrease)		Three Months Ended March 31,				% Increase (Decrease)	Nine Months Ended March 31,				% Increase (Decrease)
		2022		2021			2022		2021				2023		2022			2023		2022
Revenues	Revenues	$	379	$	—	N/A	$	772	$	—	N/A	Revenues	$	365	$	—	N/A	$	1,137	$	—	N/A
Operating income	Operating income	$	(163)	$	—	N/A	$	(287)	$	—	N/A	Operating income	$	(50)	$	—	N/A	$	(337)	$	—	N/A

Revenues for the three months ended ~~December~~March 31, ~~2022~~2023 were ~~$379~~$365 million, with ~~75%~~72% of revenues from the industrial end market and ~~25%~~28% from the instrumentation end market. Revenues for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 were ~~$772~~$1,137 million, with ~~76%~~74% of revenues from the industrial end market and ~~24%~~26% from the instrumentation end market.

Operating loss for the three months ended ~~December~~March 31, ~~2022~~2023 was ~~$163~~$50 million. The loss was driven by ~~$112 million of amortization of the preliminary fair value step-up on acquired inventory, $86~~$73 million of amortization expense related to the preliminary fair value of intangible assets acquired, and ~~$12~~$13 million of integration costs. Operating loss for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 was ~~$287~~$337 million. The loss was driven by ~~$158 million of amortization of the preliminary fair value step-up on acquired inventory, $149~~$222 million of amortization expense related to the preliminary fair value of intangible assets acquired, $158 million of amortization of the preliminary fair value step-up on acquired inventory, one-time charges of $39 million for transaction fees and financing, ~~$35~~$48 million of integration costs, and $18 million of nonrecurring share based compensation.

Liquidity and Capital Resources

Historically, our primary sources of cash have been from operations, long-term borrowings, and advance funding from customers. Other sources of cash include proceeds from the issuance of equity, proceeds received from the exercises of stock options, and sale of equity investments and businesses. Our historic uses of cash have been for business acquisitions, capital expenditures, investment in research and development, payments of principal and interest on outstanding debt obligations, payments of debt and equity issuance costs to obtain financing and payments in satisfaction of employees’ minimum tax obligations. Supplemental information pertaining to our sources and uses of cash for the periods indicated is presented as follows:

Sources (uses) of cash (millions):


		Six Months Ended December 31,					Nine Months Ended March 31,
		2022		2021			2023		2022
Net cash provided by operating activities		$	300	$	240
Proceeds from long-term borrowings and revolving credit facility	Proceeds from long-term borrowings and revolving credit facility	3,715		—		Proceeds from long-term borrowings and revolving credit facility	$	3,715	$	—
Net proceeds from debt and equity issuances	Net proceeds from debt and equity issuances	1,358		990		Net proceeds from debt and equity issuances	1,358		990
Net cash provided by operating activities						Net cash provided by operating activities	453		276
Effect of exchange rate changes on cash and cash equivalents and other items	Effect of exchange rate changes on cash and cash equivalents and other items	17		9		Effect of exchange rate changes on cash and cash equivalents and other items	23		43
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	8		8		Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	22		17
Other items		(3)		(2)
Payments on Convertible Debt		(4)		(15)

Other items						Other items	(3)		(2)
Payments on Convertible Debt and Finisar Notes						Payments on Convertible Debt and Finisar Notes	(4)		(15)
Payment of dividends	Payment of dividends	(14)		(21)		Payment of dividends	(21)		(28)
Payments in satisfaction of employees' minimum tax obligations	Payments in satisfaction of employees' minimum tax obligations	(51)		(14)		Payments in satisfaction of employees' minimum tax obligations	(52)		(15)
Debt issuance costs	Debt issuance costs	(127)		(6)		Debt issuance costs	(127)		(10)
Additions to property, plant & equipment	Additions to property, plant & equipment	(246)		(102)		Additions to property, plant & equipment	(343)		(196)
Payments on existing debt	Payments on existing debt	(1,130)		(31)		Payments on existing debt	(1,209)		(47)
Purchases of businesses, net of cash acquired	Purchases of businesses, net of cash acquired	(5,489)		—		Purchases of businesses, net of cash acquired	(5,489)		—

Operating activities:

Net cash provided by operating activities was ~~$300~~$452 million for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 compared to ~~$240~~$276 million of net cash provided by operating activities for the same period last fiscal year. The increase in cash flows provided by operating activities during the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 compared to the same period last fiscal year was primarily due to improved management of working capital accounts.

Investing activities:

Net cash used by investing activities was ~~$5,737 million~~$5.8 billion for the ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, compared to net cash used of ~~$102~~$202 million for the same period last fiscal year. In the three months ended September 30, 2022, $5.5 billion was used to fund the Merger. Cash used to fund capital expenditures increased by ~~$144~~$147 million year-over-year, to continue to increase capacity to meet the growing demand for the Company’s product portfolio.

Financing activities:

Net cash provided by financing activities was ~~$3,756 million~~$3.7 billion for the ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, compared to net cash provided by financing activities of ~~$911~~$891 million for the same period last fiscal year. Cash inflow for the current year-to-date period was from borrowings under the New Term Facilities, defined below, as well the net proceeds from the issuance of Coherent's Series B-2 Convertible Preferred Stock. Financing outflows included payments to settle the Company's existing senior credit facilities.

Senior Credit Facilities as of June 30, 2022

On July 1, 2022, the amounts outstanding under the Company's prior senior credit facilities were repaid in full using proceeds from the New Term Facilities (defined below).

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New Senior Credit Facilities

On July 1, 2022, Coherent entered into a Credit Agreement by and among the Company, the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”), with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facilities, the “Senior Credit Facilities”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. ~~The~~On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at ~~LIBOR~~an adjusted SOFR rate subject to a ~~0.00%~~0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at ~~LIBOR~~adjusted SOFR plus ~~2.00%~~1.75% as of ~~December~~March 31, ~~2022. The~~2023. As amended, the Term B Facility bears interest at ~~LIBOR~~an adjusted SOFR rate (subject to a 0.50% floor) plus 2.75%. In relation to the Term Facilities, the Company incurred expense of ~~$61~~$69 million and ~~$114~~$183 million for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, respectively, which is included in interest expense in the Consolidated Statements of Earnings (Loss). ~~The definitive documentation for the Senior Credit Facilities includes customary LIBOR replacement provisions.~~

During the ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, the Company made payments of ~~$68~~$145 million for the Term Facilities, including a voluntary ~~prepayment~~prepayments of ~~$50 million, and we expect to pay down another $75 million in total during the rest of this fiscal year.~~$110 million.

As of ~~December~~March 31, ~~2022,~~2023, the Company had no borrowings outstanding under the Revolving Credit Facility. WeIn the three months ended December 31, 2022, we repaid the $65 million that was borrowed in the three months ended September 30, 2022.

Our cash position, borrowing capacity and debt obligations are as follows (in millions):


		December 31, 2022		June 30, 2022			March 31, 2023		June 30, 2022
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	913	$	2,582	Cash, cash equivalents, and restricted cash	$	901	$	2,582
Available borrowing capacity under New Revolving Credit Facility	Available borrowing capacity under New Revolving Credit Facility	350		450		Available borrowing capacity under New Revolving Credit Facility	348		450
Total debt obligations	Total debt obligations	4,498		2,300		Total debt obligations	4,425		2,300

On July 1, 2022, the Company utilized $2.1 billion of cash, cash equivalents, and restricted cash as part of the funding required to complete the Coherent acquisition. The Company believes existing cash, cash flow from operations, and available borrowing capacity from its Senior Credit Facilities will be sufficient to fund its needs for working capital, capital expenditures, repayment of scheduled long-term borrowings and lease obligations, investments in internal research and development, and internal and external growth objectives at least through ~~fiscal year 2023.~~the next twelve months.

The Company’s cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of ~~December~~March 31, ~~2022~~2023, the Company held approximately ~~$653~~$649 million of cash and cash equivalents outside of the United States. Cash balances held outside the United States could be repatriated to the United States.

At ~~December~~March 31, ~~2022,~~2023, we had $21 million of restricted cash.

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Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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Changes in Internal Control over Financial Reporting

In July 2022, we completed the acquisition of Legacy Coherent. We are in the process of integrating Legacy Coherent into our systems and control environment as of March 31, 2023. We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration. Other than the impact of this business acquisition, no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) were implemented during the Company’s most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Legacy Coherent’s operations are included in the Company’s unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the entire period from July 1, 2022 to March 31, 2023 and represented 60% of the Company’s consolidated total assets as of March 31, 2023 and 29% of the Company’s consolidated total revenues for the three months ended March 31, 2023.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISKS

The Company is exposed to market risks arising from adverse changes in foreign currency exchange rates. In the normal course of business, the Company uses a variety of techniques and derivative financial instruments as part of its overall risk management strategy, which is primarily focused on its exposure in relation to the Chinese Renminbi, Euro, Swiss Franc, Japanese Yen, Singapore Dollar and Korean Won. No significant changes have occurred in the techniques and instruments used.

Interest Rate Risks

As of ~~December~~March 31, ~~2022,~~2023, the Company’s total borrowings include variable rate borrowings, which expose the Company to changes in interest rates. On November 24, 2019, the Company entered into an interest rate swap contract to limit the exposure of its variable interest rate debt by effectively converting it to fixed interest rate debt. On March 20, 2023, the Company amended the swap contract. If the 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 $12 millionand $36 million for ~~both~~ the three and ~~six~~nine months ended ~~December~~March 31, ~~2022,~~2023, respectively.

On February 23, 2022, the Company entered into an interest rate cap (the "Cap"), with an effective date of July 1, 2023. On March 20, 2023, the Company amended the swap contract. As the Cap is not effective until July 2023, there is no impact on variable rate borrowings from the Cap for the three and ~~six~~nine months ended ~~December~~March 31, ~~2022.~~2023.

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Part II – Other Information

~~Item 4. CONTROLS AND PROCEDURES~~

~~Evaluation of Disclosure Controls and Procedures~~

~~Changes in Internal Control over Financial Reporting~~

In July 2022, we completed the acquisition of Legacy Coherent. We are in the process of integrating Legacy Coherent into our systems and control environment as of December 31, 2022. We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration. Other than the impact of this business acquisition, no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) were implemented during the Company’s most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Legacy Coherent’s operations are included in the Company’s unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the entire period from July 1, 2022 to December 31, 2022 and represented 59% of the Company’s consolidated total assets as of December 31, 2022 and 28% of the Company’s consolidated total revenues for the three months ended December 31, 2022.

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~~Part II – Other Information~~

Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2022, any of which could materially affect our business, financial condition or future results. Those risk factors are not the only risks facing the Company. Additional risks and uncertainties not currently known or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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Item 6. EXHIBITS

Incorporated herein by reference ~~herein~~

Exhibit ~~Numbers~~No.

Form

Exhibit No.

Filing Date

File No.

4.01*

Second Supplemental Indenture, dated as of May 5, 2023, by and among Coherent Corp., Coherent NA, Inc. and U.S. Bank Trust Company, National Association

10.01*

Amendment No. 1 to Credit Agreement, dated as of March 31, 2023, by and among Coherent, Corp., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto.

31.01*

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

31.02*

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

32.01*

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

32.02*

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

101.INS

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101.SCH

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101.CAL

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101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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* Filed herewith

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SIGNATURES

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


	Coherent Corp.
	(Registrant)

Date: ~~February 8,~~May 10, 2023	By:	/s/ Vincent D. Mattera, Jr.
		Vincent D. Mattera, Jr Chief Executive Officer

Date: ~~February 8,~~May 10, 2023	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond Chief Financial Officer and Treasurer