COHRCoherent Corp.

We note your responses to prior comments 1 and 2 from our letter dated July 3, 2024 and comment 2 from our letter dated October 15, 2024 related to your non-GAAP adjustments for integration, site consolidation and other costs.

Rest of the question

As inventory writeoffs, overlapping labor and travel costs, and manufacturing inefficiencies related to sites being shut down appear to be normal, recurring operating expenses necessary to operate your business, please remove the adjustments for these expenses from your non-GAAP measures. Refer to Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

The Company respectfully acknowledges the

Staff’s comment and hereby confirms that beginning with the quarter ending December 31, 2024, we will no longer include adjustments for inventory write-offs, overlapping labor and travel costs, and manufacturing inefficiencies related to sites being shut down in our non-GAAP measures in future filings and disclosures.

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Finally, we would like to confirm to the Staff that in future filings and other disclosures, we will recast our presentation of prior period non-GAAP measures to reflect the current period presentation (which reflects the changes described above and discussed with the Staff) to maintain comparability between periods.

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In regard to the adjustment labeled Integration, site consolidation and other, which is included in your determination of multiple non-GAAP measure amounts, please address the following: • Please provide us, and confirm that you will expand your disclosures to include, a breakdown of each component that is included in this line item with the corresponding amount.

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Please ensure that your breakdown also includes the specific components of integration costs. Please explain to us how you determined that these components are appropriate based on the guidance in Question 100.01 of the Division's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures; and • You have characterized certain amounts included in this adjustment as one-time. Please tell us how you concluded that this characterization is appropriate, as it appears some of the components may be normal, recurring type costs and/or span multiple periods presented. Refer to Question 102.03 of the Division's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

We are providing this letter in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated April 9, 2024 regarding the above referenced filings made by Coherent Corp. (the “Company”). Set forth below are the Staff’s comments and our responses. In regard to the adjustment labeled Integration, site consolidation and other, which is included in your determination of multiple non-GAAP measure amounts, please address the following: Please provide us, and confirm that you will expand your disclosures to include, a breakdown of each component that is included in this line item with the corresponding amount.

Rest of the letter

Please ensure that your breakdown also includes the specific components of integration costs. Please explain to us how you determined that these components are appropriate based on the guidance in Question 100.01 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures; and You have characterized certain amounts included in this adjustment as one-time. Please tell us how you concluded that this characterization is appropriate, as it appears some of the components may be normal, recurring type costs and/or span multiple periods presented. Refer to Question 102.03 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. The Company respectfully acknowledges the Staff’s comment. Our future filings will include a breakdown of each component that is included in this line item with the corresponding amount within the footnote to the reconciliation of operating income (loss) on a GAAP basis to operating income on a non-GAAP basis. With respect to our Form 8-K filed February 5, 2024, we are providing the following information. Integration, site consolidation and other of $41.9 million recorded in operating income on a non-GAAP basis for the three months ended December 31, 2023 included: $16.5 million of consulting costs related to projects to integrate recent acquisitions into common information technology systems and simplify the legal entity structure; $11.3 million of manufacturing inefficiencies related to sites that are being shut down as part of our 2023 Restructuring Plan and Synergy and Site Consolidation Plan; $4.3 million of overlapping labor and travel and $1.9 million of accelerated depreciation for a site in scope of our Synergy and Site Consolidation Plan; $4.1 million of employee severance and retention costs for site consolidations included in our Synergy and Site Consolidation Plan; $2.8 million in direct damages related to a power interruption at a manufacturing facility; and $1.0 million in inventory write-offs for a product that is end-of-life. To provide additional information for the Staff, the Integration, site consolidation and other of $41.9 million recorded in operating income on a non-GAAP basis for the three months ended December 31, 2023 are reported in our Condensed Statement of Earnings (Loss) as follows: We determined that the Integration, site consolidation and other costs discussed above are appropriate based on the guidance in Question 100.01 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, as they are costs related to the integration of our acquisition of Coherent, Inc. including costs related to the design of integrated information technology systems, costs related to the Company’s exit from certain product lines or facilities as part of the related footprint rationalization initiatives and costs associated with reduction in the Company’s workforce as a result of our efforts to consolidate sites. The Company’s disclosure of these costs is intended to highlight costs that are not ongoing, and are incurred as a direct result of the acquisition of Coherent, Inc. and its integration in the Company, as well as other costs related to shutting down sites. The Company believes excluding these discrete integration costs from its non-GAAP measures provides investors with meaningful and helpful information to evaluate the Company’s operating results relative to prior periods and the Company’s competitors. We characterized retention and severance costs included in this adjustment as one-time costs. Upon further consideration, we will prospectively amend the footnote to not characterize the retention and severance costs included in this adjustment as one-time costs as we recognize that, despite being non-recurring in nature, these costs span multiple periods presented and for other reasons as the Staff has advised in its releases and guidance. As an example of the revised footnote addressing the above comments, the Company will provide a comment similar to the following in comparable documents filed or furnished as exhibits to future Form 8-K filings, beginning with the Form 8-K that furnishes the Company’s earnings press release, shareholder letter and investor presentation relating to the three months ended March 31, 2024, which was filed with the Commission today, May 7, 2024: Integration, site consolidation and other costs include retention and severance payments, expenses not included in restructuring charges related to site closures as well as other integration costs related to the acquisition of Coherent, Inc. Integration, site consolidation and other costs of $41.9 million for the three months ended December 31, 2023 includes $16.5 million of consulting costs related to projects to integrate recent acquisitions into common information technology systems and simplify the legal entity structure; $11.3 million of manufacturing inefficiencies related to sites that are being shut down as part of our 2023 Restructuring Plan and; $4.3 million of overlapping labor and travel and $1.9 million of accelerated depreciation for a site in scope of our Synergy and Site Consolidation Plan; $4.1 million of employee severance and retention costs for site consolidations included in our Synergy and Site Consolidation Plan; $2.8 million in direct damages related to a power interruption at a manufacturing facility; and $1.0 million in inventory write-offs for a product that is end-of-life. We note that revenue decreased 20% for the six months ended December 31, 2023, compared to the six months ended December 31, 2022, and also that revenues declined in all four markets you serve. Your discussion of what led to this significant decrease in revenues is limited. In this regard, please address the following:

One letter for all the questions, without numbered answers. Read the reply ↗

We note that revenue decreased 20% for the six months ended December 31, 2023, compared to the six months ended December 31, 2022, and also that revenues declined in all four markets you serve. Your discussion of what led to this significant decrease in revenues is limited.

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In this regard, please address the following: • We remind you that the objective of your discussion and analysis per Item 303(a) of Regulation S-K should be to provide material information relevant to an assessment of your financial condition and results of operations, which should include descriptions of matters and amounts that have had a material impact on reported operations, as well as matters that are reasonably likely based on management's assessment to have a material impact on future operations. Please provide discussion of the specific underlying factors affecting the sales decreases in the markets/verticals you mention. • Item 303 (b)(2)(ii) of Regulation S-K requires a discussion of known trends and uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on revenues and income from continuing operations. Please enhance your discussion of the known trends, events, or uncertainties that have had or are reasonably likely to have materially favorable or unfavorable impacts on the results of your operations. For example it appears that your revenues may have been impacted by certain trends in the markets that you serve. Please also refer to Commission Release No. 33-8350; and • Pursuant to Item 303(b)(2)(iii) of Regulation S-K, please describe the extent to which material changes in revenues are attributable to changes in prices, changes in the volume or amount of goods or services being sold, or to the introduction of new products or services.

See the reply above.

We note your response to comment 1. Please provide us, and confirm that you will expand your disclosures to include, a breakdown of each component that is included in the integration, site consolidation and other line item with the corresponding amount for each period presented.

Rest of the question

For example, we would expect you to also provide this breakdown for the nine months ended March 31, 2024 and the nine months ended March 31, 2023. Your current disclosures only provide this breakdown for the three months ended December 31, 2023.

We are providing this letter in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated May 15, 2024 regarding the above referenced filing made by Coherent Corp. (the “Company”). Set forth below are the Staff’s comments and our responses. We note your response to comment 1. Please provide us, and confirm that you will expand your disclosures to include, a breakdown of each component that is included in the integration, site consolidation and other line item with the corresponding amount for each period presented.

Rest of the letter

For example, we would expect you to also provide this breakdown for the nine months ended March 31, 2024 and the nine months ended March 31, 2023. Your current disclosures only provide this breakdown for the three months ended December 31, 2023. The Company respectfully acknowledges the Staff’s comment. Our future filings will include an additional tabular breakdown of each component that is included in this line item in the reconciliation of operating income (loss) on a GAAP basis to operating income on a non-GAAP basis for each period presented. To provide additional information for the Staff, the components of Integration, site consolidation and other costs recorded in operating income on a non-GAAP basis for the periods presented in the reconciliation of operating income (loss) on a GAAP basis to operating income on a non-GAAP basis in Exhibit 99.2 in the Form 8-K filed on May 6, 2024 are detailed below: Integration, site consolidation and other costs ($ millions) Consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure Manufacturing inefficiencies related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan Write-offs for products that are end-of-life, including inventory and production equipment to produce those products Overlapping labor and travel for consolidation of sites Employee severance and retention costs for site consolidations as part of our Synergy and Site Severance costs related to the retirement of our CEO/CFO Accelerated depreciation for equipment and leasehold improvements at sites included in our Synergy and Site Consolidation Plan Direct damages from substation power failure/fire at manufacturing sites Change in control and retention payments from acquisition of Coherent, Inc. Write-off of lease step-up from Coherent, Inc. acquisition Integration, site consolidation and other costs In regard to the components of the integration, site consolidation, and other adjustment made to arrive at your non-GAAP Measures, please address the following for each of the three years ended June 30, 2024 as well as the nine months ended March 31, 2024: • Please tell us the amount of inventory write-offs included in this line item. With reference to ASC 420-10-S99-3, please tell us your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures in determining that it was appropriate to include inventory write-offs in your adjustment; • Please help us better understand the nature of the amounts described as manufacturing inefficiencies, how you determined it was appropriate to characterize these as inefficiencies, and your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures in determining that it was appropriate to include these amounts in your adjustment; overlapping labor and travel, how you determined it was appropriate to characterize these as overlapping, and your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for • Please tell us the specific amounts of employee retention costs included in the adjustment. As the compensation expense directly relates to revenue generation, please help us understand why these would not be considered normal, recurring operating expenses pursuant to the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures; and • We note you include an adjustment for accelerated depreciation in your determination of net earnings on a non-GAAP basis. Please tell us the nature of the underlying equipment and machinery. If useful lives were shortened while the assets presumably continued to contribute to revenue generation through the end of their useful lives, please explain your consideration of Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial comment. The Company respectfully advises the Staff that the Integration, site consolidation and other costs recorded in operating income on a non-GAAP basis for the nine months ended March 31, 2024 and the year ended June 30, 2023 are primarily due to one of three discrete major events: (1) the acquisition of Coherent, Inc., (2) the planned closure of the Coherent, Inc. Santa Clara, CA facility in our Synergy and Site Consolidation Plan, and (3) inventory and related write-offs associated with our 2023 Restructuring Plan. To provide additional information for the Staff, the components of Integration, site consolidation and other costs recorded in operating income on a non-GAAP basis for the nine months ended March 31, 2024 and the years ended June 30, 2023 and June 30, 2022 are detailed below: Charges for products that are end-of-life, including inventory, production equipment to produce those products and warranty Accelerated depreciation for equipment and leasehold improvements at sites, including those in our Inventory write-off for a noncancellable purchase order Write-off of equipment for sites being exited Inventory write-offs included in Integration, site consolidation and other costs are $10.2 million in the nine months ended March 31, 2024, $19.8 million in the year ended June 30, 2023, and $6.3 million in the year ended June 30, 2022. The inventory write-offs are included in the “Charges for products that are end-of-life, including inventory and production equipment to produce those products and warranty” and “Inventory write-off for a noncancellable purchase order” line items in the above table. The $10.2 million write-offs in the nine months ended March 31, 2024 include (1) $8.6 million of inventory written off due to the exit from the production of certain products associated with the closure of a facility included in the 2023 Restructuring Plan and (2) $1.6 million of inventory written off for end of life transceiver products we have discontinued manufacturing after fulfilling a last time buy for a customer. The $19.8 million write-offs in the year ended June 30, 2023 include (1) $12.5 million of inventory written off due to the exit from the production of certain products due to a settlement agreement with a major customer in the fourth quarter of fiscal 2023; and (2) $6.6 million of inventory being discontinued and not transferred to other sites upon the planned closure of our Santa Clara, CA facility acquired with the acquisition of Coherent, Inc. in accordance with our Synergy and Site Consolidation Plan. The $6.3 million write-offs in the year ended June 30, 2022 include (1) $2.3 million noncancellable customer commitment for laser die inventory we took delivery of dating back several years that had no demand or alternative use; and (2) $4.0 million in inventory write-offs for several discontinued products for which the inventory had no other use. The Company respectfully advises the Staff that the vast majority of the inventory write-offs described above consist of either (1) inventory written off related to product lines exited as a result of a settlement agreement with a major customer or (2) inventory related to the closure of manufacturing sites identified in our 2023 Restructuring Plan or our Synergy and Site Consolidation Plan initiated in conjunction with the acquisition of Coherent, Inc. As the write-offs relate to a settlement agreement, the 2023 Restructuring Plan or our Synergy and Site Consolidation Plan (the “Plans”), the Company does not believe the write-offs result in Non-GAAP measures that are misleading based on the guidance under Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures, as we believe these write-offs are significant, non-recurring events, and therefore, not normal operating expenses of the Company’s current business; they are costs to exit businesses or sites in conjunction with significant Plans that have been disclosed in detail to our investors. The Company believes that by adjusting for these inventory write-offs, investors are provided with relevant information about the ongoing operations so that they can assess the fundamentals of the core business. The manufacturing inefficiencies noted above in our nine months ended March 31, 2024 and year ended June 30, 2023, relate to sites being shut down as part of our Plans, both of which had been publicly announced and have been described in detail to our investors in our 8-K, 10-K and 10-Q filings. For sites included in our 2023 Restructuring Plan (charges of $26.4 million in the nine months ended March 31, 2024 and $13.7 million in the year ended June 30, 2023), the nature of the amounts are manufacturing departments’ unabsorbed overhead costs for facilities, depreciation, and labor, in manufacturing locations where we are no longer taking new orders and are either no longer producing product for sale or are only fulfilling remaining orders (low volume) and are in the process of closing down those sites. As we are no longer producing products or are winding down production at these sites, the Company does not believe the manufacturing inefficiency charges result in Non-GAAP measures that are misleading based on the guidance under Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures because these manufacturing inefficiencies are not normal operating expenses of the Company’s current business; they are costs incurred during periods of abnormally low production as we exit businesses or sites in conjunction with significant Plans that have been disclosed in detail to investors. For the Santa Clara, CA site acquired with the Coherent, Inc. acquisition included in our Synergy and Site Consolidation Plan (charges of $6.9 million in the nine months ended March 31, 2024 and $3.3 million in the year ended June 30, 2023), the nature of the amounts are for portions of manufacturing departments’ unabsorbed overhead costs for facilities, depreciation, and labor, where we are in the process of shutting down the manufacturing facility to move production to lower cost facilities in other geographies and we are no longer fully utilizing the manufacturing plant to produce product for sale as we are in the process of moving productions of products over an approximately two year period. As we are no longer fully utilizing the factory to produce products at this site, the Company does not believe the manufacturing inefficiency charges result in Non-GAAP measures that are misleading based on the guidance under Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures, as these manufacturing inefficiencies are not normal operating expenses of the Company’s current business; they are costs to exit businesses or sites in conjunction with significant Plans that have been disclosed in detail to investors. The Company believes that by adjusting for these manufacturing inefficiencies at these sites, investors are provided with information about the ongoing operations that are revenue generating so that they can assess the fundamentals of the ongoing core business because the GAAP financial measures include manufacturing site expenses that are not reflective of ongoing and future revenues and operations. The overlapping labor and travel costs noted above in our nine months ended March 31, 2024 relate to the shutdown of the Santa Clara, CA site acquired with the Coherent, Inc. acquisition included in our Synergy and Site Consolidation Plan, which has been previously announced and has been described in detail to our investors in our 8-K, 10-K and 10-Q filings. The nature of the labor costs, totaling $11.6 million, include the duplication of labor that is occurring when employees of the Santa Clara, CA site are training personnel at receiving sites for the transition of the production of products and research and development activities to other manufacturing sites. We are including the costs related to the Santa Clara, CA employees for the time they spend working with their counterparts at receiving sites as they are working together as a team to produce one set of products or complete an R&D project; e.g., labor of two individuals is only producing one widget. Travel costs, totaling $2.4 million, include transportation and lodging expenses incurred during these training and transitioning activities. The transfer of the production is occurring in phases during fiscal 2024 and 2025. The Company does not believe the overlapping labor and related travel charges result in Non-GAAP measures that are misleading based on the guidance under Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures because these charges are not normal operating expenses of the Company’s current business as the employees are training and transitioning the move of product production from one facility to another in a major Synergy and Site Consolidation Plan, producing only one set of products for revenue. The Company believes that by adjusting for these overlapping labor and travel costs, investors are provided with information about the ongoing operations that are revenue generating so that they can assess the fundamentals of the ongoing core business because the GAAP financial measures include overlapping labor and travel costs that are not reflective of ongoing and future revenues and operations. The employee retention costs included in the “Employee severance and retention costs for site consolidations not included in our 2023 Restructuring Plan” line in the chart above are $3.0 million in the nine months ended March 31, 2024 and $0.4 million in the year ended June 30, 2023. These are retention costs related to the shutdown of the Santa Clara, CA site acquired with the Coherent, Inc. acquisition included in our Synergy and Site Consolidation Plan, which has been previously announced and described in detail to our investors in our 8-K, 10-K and 10-Q filings. We implemented an employee retention program to ensure that critical staff remained with the Company through the completion of the Santa Clara, CA site closure process. The program was designed to prevent premature departures that could disrupt operations and delay the Santa Clara, CA site closure process. These costs are in addition to their “normal” salaries and only being paid as a result of the site closure. The employee retention costs included in the “Change in control and retention payments from acquisition of Coherent, Inc.” line in the chart above are $7.0 million in the year ended June 30, 2023. These retention costs were payments to critical employees of Coherent, Inc., in addition to their “normal” salaries, to encourage them to remain for a period of time (generally six months) to facilitate the close and integration of the acquisition of Coherent, Inc. This was a significant acquisition to the Company, and the Company believes these additional incremental costs are not reflective of normal operations. The Company does not believe the retention costs result in Non-GAAP measures that are misleading based on the guidance under Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures because these costs relate to specific discrete events that are not reflective of our core operating performance and can vary significantly between periods. The Company believes that by adjusting for these retention costs, investors are provided with information about the ongoing operations that are revenue generating so that they can assess the fundamentals of the ongoing core business as the GAAP financial measures include retention costs that are not reflective of ongoing and future The accelerated depreciation charges included in the “Accelerated depreciation for equipment and leasehold improvements at sites, including those in our Synergy and Site Consolidation Plan” line in the chart above in our nine months ended March 31, 2024 ($5.3 million) and year ended June 30, 2023 ($0.6 million) relate to the shutdown of the Santa Clara, CA site acquired with the Coherent, Inc. acquisition included in our Synergy and Site Consolidation Plan (“Synergy Plan”), which has been announced and described in detail to our investors in our 8-K, 10-K and 10-Q filings. In this Synergy Plan, production of all products at the Santa Clara, CA facility is being ceased and being moved to other lower cost sites in a phased move process spanning fiscal 2024 and 2025, resulting in the closure of the manufacturing facility. The accelerated depreciation charges of $2.7 million included in the “Accelerated depreciation for equipment and leasehold improvements at sites, including those in our Synergy and Site Consolidation Plan” line in the chart above in our year ended June 30, 2022 relates to shutdown of certain manufacturing product lines in our Warren facility and their transfer to another manufacturing facility. The accelerated depreciation is the result of shortening the useful lives on manufacturing equipment and related clean room improvements that will not be moved with the transfer of production to other sites and the closure of the Santa Clara, CA manufacturing facility. We have characterized the incremental depreciation expense resulting from the shortening of the useful lives as a non-GAAP charge as the incremental depreciation (in excess of that which is recorded based on the original useful lives) relates to specific discrete events that are not reflective of our core operating performance, is non-cash, and can vary significantly between periods. The Company does not believe the accelerated depreciation charges result in Non-GAAP measures that are misleading based on the guidance under Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures because these costs are not normal operating expenses of the Company’s current business as it is incremental depreciation related to the eventual retirement of assets no longer to be used due to the move of production to other facilities. The Company believes that by adjusting for these accelerated depreciation charges, investors are provided with information about the ongoing operations that are revenue generating so that they can assess the fundamentals of the ongoing core business because the GAAP financial measures include accelerated depreciation charges that are not reflective of ongoing and future revenues and operations.

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In regard to the components of the integration, site consolidation, and other adjustment made to arrive at your non-GAAP Measures, please address the following for each of the three years ended June 30, 2024 as well as the nine months ended March 31, 2024: • Please tell us the amount of inventory write-offs included in this line item.

Rest of the question

With reference to ASC 420-10-S99-3, please tell us your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures in determining that it was appropriate to include inventory writeoffs in your adjustment; • Please help us better understand the nature of the amounts described as manufacturing inefficiencies, how you determined it was appropriate to characterize these as inefficiencies, and your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures in determining that it was appropriate to include these amounts in your adjustment; • Please help us better understand the nature of the amounts described as overlapping labor and travel, how you determined it was appropriate to characterize these as overlapping, and your consideration of the guidance in Question 100.01 the • Please tell us the specific amounts of employee retention costs included in the adjustment. As the compensation expense directly relates to revenue generation, please help us understand why these would not be considered normal, recurring operating expenses pursuant to the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures; and • We note you include an adjustment for accelerated depreciation in your determination of net earnings on a non-GAAP basis. Please tell us the nature of the underlying equipment and machinery. If useful lives were shortened while the assets presumably continued to contribute to revenue generation through the end of their useful lives, please explain your consideration of Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

See the reply above.

We note your response to comment 2. Multiple components of the integration, site consolidation, and other adjustment made to arrive at your non-GAAP measures appear to represent normal, recurring operating expenses necessary to operate your business as addressed in Question 100.01 of the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures.

Rest of the question

Specifically we note that inventory write-offs, overlapping labor and travel, as well as employee retention costs all appear to be normal, recurring operating expenses which should not be adjusted for pursuant to this guidance. In this regard, please remove these components from your adjustment.

We are providing this letter in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 3, 2024 regarding the above referenced filing made by Coherent Corp. (the “Company”). Set forth below are the Staff’s comments and our responses. We note your response to comment 2. Multiple components of the integration, site consolidation, and other adjustment made to arrive at your non-GAAP measures appear to represent normal, recurring operating expenses necessary to operate your business as addressed in Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

Rest of the letter

Specifically we note that inventory write-offs, overlapping labor and travel, as well as employee retention costs all appear to be normal, recurring operating expenses which should not be adjusted for pursuant to this guidance. In this regard, please remove these components from your adjustment. The Company acknowledges the Staff’s comment and respectfully submits that the non-GAAP adjustments related to components of Integration, site consolidation and other costs do not constitute “normal, recurring, operating expenses necessary to operate a company’s business” within the meaning of Question 100.01 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Kindly refer to the additional explanations provided below for each item for your consideration: Inventory write-offs: Inventory write-offs included in Integration, site consolidation and other costs are distinguishable from inventory adjustments that the Company incurs on a normal, recurring basis, such as adjustments related to excess inventory due to unforecasted customer demand decreases, net realizable value write-downs, components obsoleted by product revisions/engineering changes, aged production orders not expected to be processed further, damaged finished goods, etc. All of these types of inventory adjustments are a normal and necessary part of the Company’s business and are not added back to arrive at non-GAAP financial measures. By contrast, the amounts of inventory written off being treated as non-GAAP adjustments consist of inventory write-offs related to either product lines exited as a result of a settlement agreement with a major customer or to the closure of manufacturing sites identified in our 2023 Restructuring Plan or our Synergy and Site Consolidation Plan initiated in conjunction with the acquisition of Coherent, Inc. Absent the decisions to exit the product lines or close manufacturing sites, as disclosed to investors within our Form 8-K filings on May 10, 2023, May 30, 2023, August 16, 2023, November 6, 2023, February 5, 2024, and May 6, 2024 as well as our Form 10-K filed on August 18, 2023 and our Form 10-Qs filed on November 7, 2023, February 6, 2024, and May 7, 2024, these charges would not have occurred. For these reasons, the Company believes it is appropriate and not misleading to treat these inventory write-offs as non-GAAP adjustments, as these inventory write-offs each individually represent one-time adjustments. Overlapping labor and travel expenses: As a result of the shutdown of the Santa Clara, CA site acquired with the Coherent, Inc. acquisition, duplication of labor occurs as employees of the Santa Clara, CA site are training personnel at receiving sites for the transition of production lines and research and development (R&D) activities to other manufacturing sites within the Company. Consequently, the incremental time and travel costs Santa Clara, CA employees incur to set up the relocated product lines and R&D activities results in incremental one-time costs that are not reflective of our recurring business expenses. Absent the decision to exit the Santa Clara, CA site as part of our Synergy and Site Consolidation Plan announced to investors within our Form 8-K filings on May 10, 2023, May 30, 2023, August 16, 2023, November 6, 2023, February 5, 2024, and May 6, 2024 as well as our Form 10-K filed on August 18, 2023 and our Form 10-Qs filed on November 7, 2023, February 6, 2024, and May 7, 2024, these training and transitioning costs would not have occurred. By adjusting for these atypical costs, the Company aims to provide investors with a clear understanding of the ongoing revenue-generating operations and their associated expenses, allowing investors to assess the Company’s core business fundamentals. Employee retention costs: These one-time retention costs are also related to the shutdown of the Santa Clara, CA site acquired with the Coherent, Inc. acquisition, which were paid to critical staff to prevent premature departures that could have disrupted operations and delayed the Santa Clara, CA site closure process. These payments are in addition to their “normal” salaries, and are only being paid as a result of the decision to cease manufacturing at the Santa Clara, CA site, as part of our Synergy and Site Consolidation Plan announced to investors within our Form 8-K filings on May 10, 2023, May 30, 2023, August 16, 2023, November 6, 2023, February 5, 2024, and May 6, 2024 as well as our Form 10-K filed on August 18, 2023 and our Form 10-Qs filed on November 7, 2023, February 6, 2024, and May 7, 2024, to encourage the critical employees to remain for a period of time to facilitate the closure of the site and integration of the acquisition of Coherent, Inc. These employee retention costs do not represent normal, recurring expenses necessary to operate our business, and therefore, the adjustments are appropriate in providing a normalized, more accurate and comparable view of our business performance. The Company believes excluding inventory write-offs, overlapping labor and travel, as well as employee retention costs, as further described above, from our non-GAAP financial measures enables an investor to evaluate the core performance of the Company’s operating business without the impact of these incremental one-time costs associated with the shutdown of recently acquired sites or the decision to exit product lines as a result of a nonrecurring customer settlement agreement. The Company also believes that these non-GAAP financial measures provide an additional tool for investors to use in analyzing the Company’s financial performance. In regard to the costs characterized as manufacturing inefficiencies related to sites being shut down as part of the 2023 Restructuring Plan or Synergy and Site Consolidation Plan, please tell us how the amounts were calculated and explain how you determined that these are costs to exit businesses or sites. The Company respectfully acknowledges the Staff’s comment and advises the Staff that the costs characterized as manufacturing inefficiencies are costs associated with underutilized manufacturing capacity at facilities planned to be shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan as announced to investors within our Form 8-K filings on May 10, 2023, May 30, 2023, August 16, 2023, November 6, 2023, February 5, 2024, and May 6, 2024 as well as our Form 10-K filed on August 18, 2023 and our Form 10-Qs filed on November 7, 2023, February 6, 2024, and May 7, 2024. Closure of these facilities is expected to be completed by the end of fiscal year 2025 as manufacturing of final orders and last time buys winds down. During this time, production levels are lower than normal capacity; therefore, costs associated with this excess capacity were expensed in the applicable period. These excess capacity costs are a direct result of the Company’s decision to exit businesses and sites and are not normal operating expenses of the Company. During the shutdown period, the sites incur abnormally low production volumes generating sequentially lower revenues to closure. The Company believes that making these adjustments for manufacturing inefficiencies to arrive at our non-GAAP measures provides investors with information about our ongoing operations that are revenue generating so that they can assess the fundamentals of our core business. In future filings, the Company will clarify the nature of such adjustments, so that it is clear to investors and prospective investors that such non-GAAP adjustments are appropriate. In regard to the adjustment for accelerated depreciation, we note that this is incremental depreciation related to the eventual retirement of assets no longer to be used. As it appears that these assets were still in use at your manufacturing facilities, please remove the adjustment for accelerated depreciation in your determination of non-GAAP measures. Refer to Question 100.04 of the Compliance and Disclosure Interpretations for Non-GAAP Measures. We respectfully acknowledge the Staff’s comment and hereby confirm that we will no longer include an adjustment for accelerated depreciation in our non-GAAP measures in future filings and disclosures. Portions of your shareholder’s letter appear to give more prominence to non-GAAP measures than the most directly comparable GAAP measures. For example, we note under the third quarter fiscal heading in Part II that you appear to emphasize non-GAAP amounts. Please revise your disclosures throughout to present the most directly comparable GAAP measures with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. acknowledges the Staff’s comment, and respectfully advises the Staff that when presenting non-GAAP financial measures in future earnings press releases, filings and disclosures, the Company will present the most directly comparable GAAP measures with equal or greater prominence, consistent with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Staff’s Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. We note that you also adjust for start-up costs in your determination of non-GAAP measures. Please help us better understand the nature of the amounts and your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures in determining that it was appropriate to adjust for these amounts. Staff’s comment, we have reassessed the nature of these start-up costs, which included labor and supplies spending, for this particular project and the Company has concluded that we will no longer include adjustments for this project as “start-up costs” in presentations of our non-GAAP measures in materials furnished to or filed with the Commission, beginning with the quarter ending June 30, 2024. We note the adjustments for amortization of acquired intangibles and fair value of acquired inventory made in your determination of non-GAAP measures. Please help us better understand the nature of these amounts, including if there are multiple components included in these adjustments, and why they are excluded from your non-GAAP measures. RESPONSE: We acknowledge the Staff’s comment and respectfully submit the reasons set forth below for our adjustment of amortization of acquired intangibles and fair value of acquired inventory: Amortization of acquired intangibles: The components of amortization of acquired intangible assets consists of amortization expense related to acquired trade names, customer relationships, acquired developed technology and backlog. Acquired intangible assets such as trade names, customer relationships, acquired developed technology and backlog, relate to the Company’s acquisition activities and are amortized over their useful lives; however, this non-cash amortization does not directly relate to the core performance of the Company’s business operations as it does not directly relate to the services performed and products manufactured for the Company’s customers. The Company excludes the entire amount of intangible asset amortization expense from acquisitions calculated in accordance with GAAP in our non-GAAP calculations, and does not substitute an alternative recognition or measurement method of determining the amortization of intangible assets. The nature and amount of intangible asset amortization expense can fluctuate significantly based on the magnitude and timing of our acquisition activity, and we believe it is informative for investors to have available to them the same information Management uses to understand our results exclusive of amortization expense as a supplement to our GAAP results. Additionally, we believe that by excluding purchased intangibles from our non-GAAP measures, we enhance comparability by allowing investors to view our operations before and after an acquisition, and to more easily compare us to our competitors given the diversity in growth strategies and timing of our acquisitions. Furthermore, the useful life that we expense our intangible assets over may be substantially different from the time period that an internal growth company incurs and recognizes such expenses. Fair value of acquired inventory: The components of amortization of the fair value of acquired inventory relate to fair value adjustments at the time of acquisition for acquired work in process inventory and finished goods inventory. The purchase price adjustment for acquired inventory is the result of the Company’s acquisition activities, which required remeasuring all of the acquired assets and liabilities at fair value, including inventory, per ASC 805 Business Combinations. The difference between the historical (actual) cost and the fair value of inventory as of the date of acquisition was allocated to each inventory batch. This non-cash fair value adjustment was then expensed through cost of sales, within six months from the date of acquisition, consistent with the inventory turnover. The Company believes that these additional expenses are not reflective of the Company’s underlying operations and thus, this adjustment is intended to eliminate the impact of a one-time non-cash transaction-related item to reflect our GAAP measures as if such acquired inventory had been produced by the Company and sold in the ordinary course of business.

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In regard to the costs characterized as manufacturing inefficiencies related to sites being shut down as part of the 2023 Restructuring Plan or Synergy and Site Consolidation Plan, please tell us how the amounts were calculated and explain how you determined that these are costs to exit businesses or sites.

See the reply above.

In regard to the adjustment for accelerated depreciation, we note that this is incremental depreciation related to the eventual retirement of assets no longer to be used. As it appears that these assets were still in use at your manufacturing facilities, please remove the adjustment for accelerated depreciation in your determination of non-GAAP measures.

Rest of the question

Refer to Question 100.04 of the Compliance and Disclosure Interpretations for Non- GAAP Measures.

See the reply above.

Portions of your shareholder's letter appear to give more prominence to non-GAAP measures than the most directly comparable GAAP measures. For example, we note under the third quarter fiscal heading in Part II that you appear to emphasize non-GAAP amounts. Please revise your disclosures throughout to present the most directly comparable GAAP measures with equal or greater prominence.

Rest of the question

Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

See the reply above.

We note that you also adjust for start-up costs in your determination of non-GAAP measures. Please help us better understand the nature of the amounts and your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures in determining that it was appropriate to adjust for these amounts.

See the reply above.

We note the adjustments for amortization of acquired intangibles and fair value of acquired inventory made in your determination of non-GAAP measures. Please help us better understand the nature of these amounts, including if there are multiple components included in these adjustments, and why they are excluded from your non-GAAP measures.

See the reply above.

We are considering your response to prior comment 1 and may have additional comments. We note your response to prior comment 2 regarding your non-GAAP adjustment for costs characterized as manufacturing inefficiencies related to sites being shut down. Your response explains that these costs are associated with excess capacity during the period when production levels are lower than normal.

Rest of the question

Please describe the nature of these costs in additional detail with corresponding quantification of each type of cost and the timeframe over which they will be incurred. Please separately quantify the amount of costs characterized as manufacturing inefficiencies for each site. Also, clarify the extent of the manufacturing activity that occurred for each site being shut down during the periods in which a non-GAAP adjustment was made and tell us about 2. your plans for each site.

The Company respectfully acknowledges the Staff’s comment.

COMMENT No. 2:

We note your response to prior comment 2 regarding your non-GAAP adjustment for costs characterized as manufacturing inefficiencies related to sites being shut down. Your response explains that these costs are associated with excess capacity during the period when production levels are lower than normal. Please describe the nature of these costs in additional detail with corresponding quantification of each type of cost and the timeframe over which they will be incurred.

Rest of the answer

Please separately quantify the amount of costs characterized as manufacturing inefficiencies for each site. Also, clarify the extent of the manufacturing activity that occurred for each site being shut down during the periods in which a non-GAAP adjustment was made and tell us about your plans for each site.

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the nature and type of the costs characterized as manufacturing inefficiencies related to sites being shut down are as follows:

$ millions

Q4 23

Q1 24

Q2 24

Q3 24

Q4 24

Total

Payroll

8.4

4.4

4.3

5.3

4.6

27.0

Supplies for manufacturing floor

1.0

0.5

0.8

(0.1

)

3.0

Repairs & Maintenance

1.3

1.2

6.1

Facilities Costs - Utilities lease amortization property tax

3.2

2.2

2.8

3.1

14.4

Equipment Depreciation

2.3

1.4

1.8

1.9

1.6

9.0

Other

0.3

(0.2

1.1

Total manufacturing inefficiencies

17.0

9.8

11.3

12.2

10.3

60.6

The amount of costs characterized as manufacturing inefficiencies for each site are as follows:

Newton Aycliffe

7.0

2.4

3.9

3.3

21.2

Warren

6.7

4.0

3.6

3.4

20.9

Santa Clara

2.5

1.7

2.7

12.4

Champaign

—

0.9

2.1

Newton Aycliffe site

As part of our 2023 Restructuring Plan, we executed a settlement agreement with a significant customer. As a result of the settlement agreement, we ceased manufacturing products for the customer in the fourth quarter of fiscal 2023. Subsequent to the settlement agreement, the only remaining production at this site was for a last time buy for a different customer, leading to a significant decrease in external revenue. External revenues before the settlement were $31 million in Q1 23, $55 million in Q2 23, and $23 million in Q3 23 decreased to last-time buy revenues of $4 million in Q4 23 and

$5 million per quarter in fiscal 2024. Due to the significant decrease in volumes, we incurred manufacturing inefficiencies of $7 million in Q4 23 and $2 to $5 million per quarter in fiscal 2024, consisting primarily of payroll expenses, depreciation, supplies, repairs and maintenance, and facilities expenditures, which could not be fully capitalized into last-time buy inventory. These costs represent minimum fixed costs to maintain the facility in this transition period.

During fiscal 2024, the Company evaluated options for exiting this business and entered into a letter of intent to sell the business in April 2024 and into a sale agreement in August 2024. The sale closed on September 27, 2024 and the final charges were recorded in Q1 25. We will incur no costs related to this facility after September 27, 2024. The manufacturing inefficiency costs were primarily a result of site maintenance and plans to exit this site and were not related to the manufacturing or sale of inventory other than the insignificant last-time buy. We believe excluding the results of businesses exited or to be exited from our non-GAAP measures allows investors to evaluate the Company’s performance and provide a comparison with the performance of our peer group.

Warren site

The Warren site was also impacted by the execution of the settlement agreement, noted above. As a result of the settlement agreement, we ceased manufacturing products for a significant customer in the fourth quarter of fiscal 2023. Subsequent to the settlement agreement, the Company began to evaluate the Warren site to determine whether to repurpose it for other manufacturing needs or to exit the facility completely. We wrote off most of the manufacturing assets in this facility in Q4 23 to restructuring expense. As a result of such settlement agreement, external revenues decreased from an average of $8 million per quarter in fiscal 2023 to $1 million per quarter in fiscal 2024 and ceased in Q4 24. Due to the significant decrease in volumes, we incurred manufacturing inefficiencies, primarily payroll expenses, depreciation, facilities expenditures, supplies and repairs and maintenance, of $7 million in Q4 23, and $3—$4 million per quarter in fiscal 2024. The remaining manufacturing inefficiencies that exceed normal and historical levels of manufacturing inefficiencies are primarily comprised of costs including depreciation, utilities, property taxes and payroll expenses which cannot be capitalized into inventory. The excess manufacturing overhead costs included in our non-GAAP financial measures are not necessary to operate our business and, therefore, distort the Company’s operating performance. These costs represent minimum fixed costs to maintain the facility in this transition period. They approximate $1 to $2 million per quarter in fiscal 2025 to maintain the facility until the Company finds an alternative use for it. Management is in the process of assessing options for the disposition of this facility. The manufacturing inefficiency costs were a result of site maintenance and plans to exit this site and were not related to continued revenue generating activities.

Santa Clara site

We incurred manufacturing inefficiencies related to the planned closure of the Coherent, Inc. Santa Clara, CA facility as per our Synergy and Site Consolidation Plan. The planned closure includes the transfer of the production of three product families from the Santa Clara, CA facility to other facilities. As a result of the transfer of these products from one production facility to another, we incurred manufacturing inefficiencies during the transfer period, primarily payroll expenses and facilities expenditures at the transferring site that exceeded normal and historical levels of manufacturing inefficiencies, of $3 million in Q4 23 and $2—$3 million per quarter in fiscal 2024 as we were preparing for the transfer of these product families. Of the three product families identified to transfer, the first one was completed in Q4 24, the second one was completed in Q1 25 and the third will be completed by the end of fiscal 2025, with the related manufacturing inefficiencies ceasing shortly after all product families are transferred to other manufacturing sites, expected to be less than $1 million per quarter in fiscal 2025. The excess manufacturing overhead costs included in our non-GAAP financial measures are not necessary to operate our business and, therefore, distort the Company’s operating performance.

Champaign site

In the first quarter of fiscal 2024, the Company decided to move the EpiWorks business to another manufacturing site as part of our 2023 Restructuring Plan. In accordance with the 2023

Restructuring Plan, the site is to be closed in March 2025. EpiWorks was primarily an internal supplier of epi wafers with limited revenue from third parties. External revenues decreased from approximately $1 million per quarter in FY 23 to an average of $0.2 million per quarter in the beginning of FY 24. Internal revenues decreased from approximately $0.7 million per quarter in FY 23 to an average of $0.4 million per quarter in FY 24. In Q4 24, the external and internal operations of EpiWorks at the Champaign site ceased. The remaining manufacturing inefficiencies that exceed normal and historical levels of manufacturing inefficiencies are primarily comprised of costs including payroll expenses, depreciation, supplies, repairs and maintenance, and facilities expenditures which have no related production volumes and cannot be capitalized into inventory. The excess manufacturing overhead costs included in our non-GAAP financial measures are not necessary to operate our business and, therefore, distort the Company’s operating performance. These costs represent minimum fixed costs to maintain the facility in this transition period. Until the Company identifies an alternative use, the approximate cost per quarter is $1 million to maintain the facility. The Company has engaged a broker to remarket the property and identify potential sublessees.

Meanwhile, the Company is in the process of transferring the remaining personnel and equipment to its Sherman facility, whose costs are not included in the manufacturing inefficiencies detailed above. We believe the activity and associated non-recurring expenses incurred during the wind-down period of the Champaign site represent costs that were incurred to cease operations and not representative of cost for revenue generating activities.

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Please clarify whether amortization expense related to intangible assets is included in cost of goods sold. If not, please refer to SAB Topic 11:B and address the following: • Revise your cost of goods sold line item to clarify that it does not include amortization expense related to intangible assets and quantify the amount excluded; and • Revise your Management's Discussion and Analysis disclosures to remove any

Rest of the question

presentation or discussion of gross margin that excludes amortization of intangible assets.

The Company respectfully acknowledges the Staff’s comment. We previously classified all intangible asset amortization expense within Selling, general and administrative (“SG&A”) expenses in our Consolidated Statements of Earnings. Starting with our Form 10-Q for the quarter ended December 31, 2021, as filed on February 9, 2022, and in our future filings, amortization expense on the developed technology intangible assets is now classified within Cost of goods sold, with amortization expense on customer lists and trade names remaining within SG&A expenses.

Rest of the answer

Prior period amounts have been conformed to this presentation with disclosure of the change in presentation included in the notes to the consolidated financial statements.

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We note that you disaggregated your revenues by Commercial and US Government which is further disaggregated by Direct Ship Parts and Services. Please explain how reporting revenue in this way provides information about how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Rest of the question

In this regard, we note that in your investor presentations and earnings calls, you discuss your business in terms of certain end markets such as communications, semi-cap, and life sciences, as well as product categories such as your 3D sensing operations. Please tell us how you considered the guidance in ASC 606-10-50-5 and ASC 606-10-55-89 through 91 when determining the appropriate categories to use to disaggregate revenue. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company respectfully acknowledges the Staff’s comment. The objective of the Company’s disaggregated revenue disclosure is to provide the most useful information to users of its financial statements based on categories that are meaningful to the Company while at the same time depicting the nature, amount, timing and uncertainty of revenues and cash flows as affected by economic factors in accordance with the requirements of ASC 606-10-55-89.

Rest of the answer

The level of disaggregation is subject to re-evaluation for appropriate disclosure as necessary due to changes to the Company or its business, either organically or through subsequent acquisitions or divestitures, or otherwise. Since our adoption of

ASC 606 in July of fiscal year 2019, the company completed a same-size acquisition for the first time in decades and significantly increased our equity analyst coverage. Both things broadened our investor base and we use the end market disaggregation more frequently to help investors understand the company. Considering the guidance in ASC

606-10-55-89 through 91, the Company believes that disaggregating by end market may provide better information regarding the nature, amount, timing, and uncertainty of revenues and cash flows and is the most meaningful criteria in the implementation guidance in paragraph 91. In discussing our operating segments within investor presentations and earnings calls, the Company expects to continue providing end market information, and therefore our disaggregation of our revenue will be consistent with disclosures presented outside of the financial statements.

We accordingly will include disaggregated revenue by end market for our Photonic Solutions and Compound Semiconductors segments in the notes to the consolidated financial statements in our applicable future filings, starting with the Form 10-Q for the quarter ending March 31, 2021.

As an example, in its Form 10-Q for the quarter ending March 31, 2021, the Company will include the following disclosure in its footnote under the heading “Revenue from Contracts with Customers”:

Three Months Ended March 31, 2021

(000’s)

Photonic

Solutions

Compound

Semiconductors

Total

Industrial

$ xx,xxx

Communications

Aerospace & Defense

Consumer

Other

Total Revenues xxx,xxx

Three Months Ended March 31, 2020

Nine Months Ended March 31, 2021

Nine Months Ended March 31, 2020

The “Other” caption will include the Life Sciences, Automotive, and Semiconductor Capital Equipment markets.

We will no longer disaggregate Services from Direct Ship Parts as we believe it has become less meaningful over time given the substantial majority of our revenues being generated by Direct Ship Parts. In addition, we do not provide information on Services or Direct Ship Parts to investors or our chief operating decision maker. Additionally, for the same reasons cited above, we believe the disaggregation of the Aerospace & Defense end market will provide greater visibility into the nature, amount, timing, and uncertainty of our future revenues and cash flows beyond the prior disaggregating between our U.S. government and

Commercial customers.

* * *

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