SecProbe.io

July 3, 2024
Richard Martucci
Interim Chief Financial Officer and Treasurer
COHERENT CORP.
375 Saxonburg Boulevard
Saxonburg, PA 16056
Re:COHERENT CORP.
Form 10-Q for the Period Ended December 31, 2023
Form 8-K Filed May 6, 2024
File No. 001-39375
Dear Richard Martucci:
            We have reviewed your May 30, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our May 15, 2024 letter.
Form 8-K Filed May 6, 2024
Exhibit 99.2, page 41
1.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.  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.
2.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.

July 3, 2024
Page 2
3.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.
4.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.
5.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.
6.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.
            Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services