Coherent (COHR) 10-K risk factor changes: FY2023 vs FY2022

The following are certain risk factors that could affect our business, results of operations, financial [removed: position] [added: condition] or cash flows.

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

To meet our strategic objectives, we must develop, manufacture, and market new products and continue to update our existing products and processes to keep pace [removed: with] [added: sudden increases in] market [added: demand and other market] developments to address increasingly sophisticated customer requirements.

The introduction by our competitors of products or processes using new developments that are better or [removed: faster] [added: lower cost] than ours could render our products or processes obsolete or unmarketable.

Some systems that use our products are inherently complex in [removed: design and require ongoing maintenance.][added: design.]

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

We have acquired several companies, including Finisar Corporation [removed: (“Finisar”)] in September 2019 and [added: Legacy] Coherent in July 2022.

In addition, applicable [removed: antitrust] [added: competition] laws and other regulations may limit our ability to acquire [removed: targets] [added: targets, integrate businesses,] or force us to divest an acquired business line.

We [removed: expect to incur] [added: incurred] substantial expenses related to the acquisition of [added: Legacy] Coherent and [removed: the] [added: we continue to incur substantial expenses] related [added: to the] integration of [added: Legacy] Coherent and its subsidiaries.

- [removed: conforming] [added: standardizing] the [removed: acquired] [added: combined] company’s standards, processes, procedures, and [removed: controls with our operations,] [added: controls,] including integrating enterprise resource planning systems and other key business applications;

We may fail to accurately estimate the size and growth [added: rate] of our markets and our customers’ demands.

Alternatively, downturns in the industries in which we compete may cause our customers to significantly [added: and abruptly] reduce their [removed: demand.][added: demand, or even cancel orders.]

Our business is dependent on the demand for products produced by end-users of [removed: industrial lasers, optical communication products, components for semiconductor capital equipment,] [added: industrial, communications, electronics,] and [removed: components for 3D sensing.][added: instrumentation markets.]

We depend on highly complex manufacturing processes that require [removed: feeder] [added: strategic] materials, components, and products from limited sources of supply.

[removed: Some] [added: Our operations are dependent upon a supply chain] of [added: difficult-to-make or difficult-to-refine products and materials, including integrated circuits, mechanical housings and optical components, and some of] our product inflow is subject to yield reductions from growth or fabrication losses, and thus the quantities we may receive are not consistently predictable.

Customers may also change a specification for a product that our suppliers cannot [removed: meet.][added: meet which may limit and/or otherwise impact our ability to supply such customers.]

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

In addition, we [added: use rare earth minerals and] produce and use [removed: other] high-purity and relatively uncommon materials and compounds to manufacture our products, including, but not limited to, ZnS, GaAs, yttrium aluminum garnet, yttrium lithium fluoride, calcium fluoride, germanium, selenium, telluride, Bi2Te3, and SiC.

A significant failure of our internal production processes or our suppliers to deliver sufficient quantities of these necessary materials [added: (including, in the case of rare earth minerals, as a consequence of their limited diminished availability)] on a timely basis could have a material adverse effect on our business, results of operations, or financial condition.

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

The [removed: microelectronics] [added: semiconductor capital equipment] market is characterized by rapid technological change, frequent product introductions, the volatility of product supply and demand, changing customer requirements and evolving industry standards.

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

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

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

Increases in commodity prices [added: and diminished availability of rare earth minerals and noble gases] may adversely affect our results of operations and financial condition.

We are exposed to a variety of market risks, including the effects of increases in commodity [removed: prices.][added: prices and diminished availability of rare earth minerals and noble gases.]

Our businesses purchase, produce, and sell [removed: high-purity selenium and other] raw materials based upon quoted market prices from minor metal exchanges.

The negative impact from increases in commodity prices [added: and diminished availability of rare earth minerals and noble gases] might not be recovered through our product sales, which could have a material adverse effect on our net earnings and financial condition.

Our suppliers, distributors and customers [removed: have] also implemented [removed: similar] measures, which [removed: has] [added: to mitigate the adverse impacts of COVID-19, which] resulted in, and [removed: we expect it will] [added: may] continue to result in, disruptions or delays and higher costs.

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

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

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

Failure to obtain [added: and/or retain] export licenses for these shipments could significantly reduce our revenue and materially adversely affect our business, financial condition, [added: results of operations and] relationships with our [removed: customers and results of operations.][added: customers.]

- Exported [removed: technologies] [added: technologies, including, but not limited to, equipment] necessary to develop and manufacture certain products are subject to U.S. export control laws and similar laws of other jurisdictions.

In March 2018, [removed: President Trump] [added: the United States] announced new steel and aluminum tariffs.

In 2019 and 2020, the U.S. Department of Commerce placed a number of [removed: entities, including Huawei,] [added: entities] on the U.S. Entity List.

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

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

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

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

The Laser segment service revenue can experience fluctuations driven by market demand as well as customer factors such as inventory management and the ability to run some systems at lower power levels during times of lower demand from their external customers.

This can impact short-term service demand and cause some fluctuations in the Laser segment service revenues.

For example, in response to the global novel coronavirus disease 2019 (COVID-19), we have focused intensely on mitigating the adverse impacts of COVID-19 on our foreign and domestic operations and modified our business practices for the continued health and safety of our employees.

We may take further actions, or be required to take further actions, that are in the best interests of our employees.

We may incur losses related to foreign currency fluctuations, and foreign exchange controls may prevent us from repatriating cash in countries outside the U.S.

Inflation and increased borrowing costs could impact our cash flows and profitability.

Prolonged periods of inflation have the potential to adversely affect our business, results of operations, financial condition and liquidity by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.

The existence of inflation in the economy has and may continue to result in higher interest rates and capital costs, supply shortages, increased costs of labor and other similar effects.

Further, world events such as the conflict between Russia and Ukraine could affect inflationary trends.

As a result of inflation, we have experienced and may continue to experience, increases in our costs associated with operating our business including labor, equipment and other inputs.

Additionally, our borrowing costs, including those under our current credit agreement, dated as of July 1, 2022, by and among us, the lenders and other parties thereto, and JP Morgan Chase Bank, NA, as administrative agent and collateral agent (the “Credit Agreement”), increase or decrease (*i.e.*, “float”) based on interest rate benchmarks.

As governments increase interest rate benchmarks to combat inflation, our borrowing costs increase.

Although we may take measures to mitigate the impact of this inflation through pricing actions, efficiency gains and interest rate hedging, if these measures are not effective our business, results of operations, financial position and liquidity could be materially adversely affected.

Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

We cannot ensure that our employees with key knowledge will not be employed by our competitors.

We have submitted our application with Cyberspace Administration of China and are awaiting approval.

We also maintain personal and confidential data regarding our employees.

Other business operations are located in regions which could be effected by any future increases in sea levels or in the frequency or severity of heavy rains, rotating and other storms, tsunamis and other giant waves, landslides and flooding including, but not limited to, China, Korea, Vietnam, and the coastal regions of the United States including, but not limited to, California and Florida.

Our failure to execute on our succession planning may affect our ability to maintain our differentiated knowledge base.

The adoption of new climate change regulations may result in increased financial costs and/or losses.

Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.

In May 2023, we announced that our Board of Directors approved a restructuring plan (the “Restructuring Plan”) which includes site consolidations, facilities movements and closures, and the relocation and requalification of certain manufacturing facilities.

While the Restructuring Plan and other proactive cost reduction measures that we plan to take are intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model, we may encounter challenges in the execution of these efforts that could prevent us from recognizing the intended benefits of such efforts.

As a result of the Restructuring Plan, we expect to incur approximately $150 million to $200 million of pre-tax charges in the fiscal years 2023 to 2025 primarily as a result of the reduction in force and facility consolidations related to the closure and relocation of sites.

We also have incurred, and may continue to incur, additional costs in the near term, including cash payments related to severance, employee benefits and employee transition costs, as well as non-cash charges for share-based compensation expense.

The Restructuring Plan may result in other unintended consequences, including higher than anticipated costs in implementing planned workforce reductions, particularly in highly regulated locations outside the United States; higher than anticipated lease termination and facility closure costs; employee attrition beyond our intended reduction in force; and decreased employee morale among our remaining employees; diversion of management attention; adverse effects to our reputation as an employer which could make it more difficult for us to hire new employees in the future; loss of the institutional knowledge and expertise of departing employees; failure to maintain adequate controls and procedures while executing, and subsequent to completing, the Restructuring Plan; and potential failure or delays to meet operational and growth targets due to the loss of qualified employees.

If we experience any of these adverse consequences, the Restructuring Plan and other cost reduction initiatives that we may undertake may not achieve or sustain the intended benefits.

Our failure to achieve the expected results from the Restructuring Plan and other cost reduction initiatives for any reason also could lead to the implementation of additional restructuring-related activities in the future, which may exacerbate these risks or introduce new risks which could adversely affect our business, results of operations and financial condition.

We have announced that we are reviewing strategic alternatives for our silicon carbide business, but there can be no assurance that a strategic transaction will be completed or that we will achieve the expected benefits of any strategic transaction that we determine to pursue.

In May 2023, we announced that we are reviewing strategic alternatives for our silicon carbide business.

The process of evaluating strategic alternatives and completing any transaction may be time-consuming and involve considerable costs and expenses, which could be higher than what we anticipate.

Moreover, we may not be able to complete any strategic transaction on the anticipated terms or time frame or at all, and any strategic transactions may not generate some or all of the anticipated strategic, financial, operational or other benefits.

Whether or not a transaction is ultimately completed, the review of strategic alternatives and the pendency of any transaction could adversely impact Coherent and our business (including our silicon carbide business), including through potential business disruption, diversion of management time and attention and reduced employee retention, and potential impacts on Coherent’s relationships with its customers and other stakeholders.

We may also then become the target of activist investors.

Our operations are dependent upon a supply chain of difficult-to-make or difficult-to-refine products and materials.

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

We began focusing intensely on mitigating the adverse impacts of COVID-19 on our foreign and domestic operations, starting by protecting our employees, suppliers, and customers.

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

Factors beyond our current knowledge or control, including the duration and severity of any outbreak, as well as any resulting governmental and regulatory actions, could cause any such crisis to have a material adverse effect on our business, operating results, and financial condition.

increase the manufacturing cost of our products, either of which may have an adverse effect on our financial condition, cash flows, and profitability.

operations.

no longer infringe such proprietary rights.

to 5% of the infringing company’s previous year’s revenues.

As of June 30, 2022, we had approximately $2.3 billion of outstanding indebtedness on a consolidated basis.

Certain of our financial arrangements, including our Senior Credit Facilities, are made at variable rates that use interbank offered rates, or IBORs, including the London Interbank Offered Rate, or LIBOR (or metrics derived from or related to LIBOR), as a benchmark for establishing the interest rate.

IBORs are or have been reformed, may cease to be available or may be declared to be no longer representative of the underlying market and economic realities.

In such a case IBORs and specifically LIBOR may need to be replaced with a replacement rate.

In March 2021, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to cease or otherwise declare as no longer representative certain LIBOR settings on December 31, 2021 and the remainder of the U.S. dollar LIBOR settings on June 30, 2023.

The New Credit Agreement contains provisions addressing the end of the use of LIBOR as a benchmark rate of interest and a mechanism for determining an alternative benchmark rate of interest.

At this time, we cannot predict how markets will respond to reform or the proposed alternative rates or the effect of any changes to IBORs or the discontinuation or non-representativeness of LIBOR.

New methods of calculating IBORs that may be established or the establishment of alternative reference rates could have an adverse impact on the market value for or value of IBOR-linked securities, loans and other financial obligations or extensions of credit held by or due to us.

Changes in market interest rates may influence our financing costs, returns on financial investments and the valuation of derivative contracts and could reduce our earnings and cash flows.

There is no guarantee that a transition from IBORs and specifically LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an adverse effect on our business, financial condition, and results of operations.

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

In February 2022, Russia invaded Ukraine, resulting in the United States, Canada, the European Union (“EU”) and other countries imposing economic sanctions on Russia, some of which have been expanded to include Belarus.

The military conflict and the resulting sanctions have caused and are expected to continue to cause significant disruptions in logistics, availability of components and supplies used in the manufacture and services of our products and global markets.

The largest source of certain gases which are utilized in the application and servicing of some of our laser products has historically been located in Ukraine.

We have accelerated purchases of these gases from other limited sources outside of the conflict zone and, to date, we have avoided any material disruption to our business.

Similarly, our end customers for these products are largely located in geographies which have access to these gases from local suppliers.

A material reduction in our access to critical supplies, the disruption in the ability to source components and supplies used in the manufacture, service or use of our products and the availability of shipping and the increased costs therefor would likely negatively impact the results of our operations.

Additionally, the consequences of the foregoing or other limitation on the availability of fuels to provide electricity in the EU to businesses at the same current levels could have a material adverse effect on our business, particularly with regard to our ability to manufacture and ship products at our manufacturing locations in Germany, and is likely to result in higher operating costs.

As we seek to expand our sales to existing customers and acquire new customers, we may be

We may be adversely affected by climate change regulations.

These laws and regulations may be mandatory.

judgments.

Likewise, the trading prices of our Mandatory Convertible Preferred Stock varied between a high of $308.50 per share and a low of $215.02 per share in the fiscal year ended June 30, 2022.

We expect that the market price of our Mandatory Convertible Preferred Stock will be influenced by yield and interest rates in the capital markets, the time remaining to the mandatory conversion date applicable to the Mandatory Convertible Preferred Stock, our creditworthiness, and the occurrence of certain events affecting us that do not require an adjustment to the fixed conversion rates of the Mandatory Convertible Preferred Stock.

Fluctuations in yield rates in particular may give rise to arbitrage opportunities based upon changes in the relative values of the Mandatory Convertible Preferred Stock and our common stock.

Any such arbitrage could, in turn, affect the market prices of our common stock and the Mandatory Convertible Preferred Stock.

The market price of our common stock could also be affected by possible sales of our common stock by investors who view the Mandatory Convertible Preferred Stock as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common stock.

This trading activity could, in turn, affect the market price of the Mandatory Convertible Preferred Stock.

In addition, certain rights of the holders of the Mandatory Convertible Preferred Stock could make it more difficult or more expensive for a third party to acquire us.

For example, if any of certain fundamental changes were to occur on or prior to July 1, 2023, holders of the Mandatory Convertible Preferred Stock may have the right to convert their Mandatory Convertible Preferred Stock, in whole or in part, at an increased conversion rate and will also be entitled to receive a make-whole amount equal to the present value of all remaining dividend payments on their Mandatory Convertible Preferred Stock, as described in the applicable Statement with Respect to Shares governing the Mandatory Convertible Preferred Stock.

If the terms of the New Credit Agreement restrict our ability to pay cash dividends on the Mandatory Convertible Preferred Stock, we will pay any dividends declared by our board of directors (or an authorized committee thereof) on the Mandatory Convertible Preferred Stock in the form of shares of common stock.

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

[removed: II-VI’s] [added: Coherent’s] MD&A is presented in [removed: nine] [added: ten] sections:

- Fiscal Year [removed: 2021] [added: 2023] Compared to Fiscal Year [removed: 2020][added: 2022]

Certain statements contained in this [removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations ("Management Discussion and Analysis")] [added: MD&A] 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.

Investors should not assume that the Company agrees with any [removed: statement] [added: statement, conclusion of any analysis,] or report issued by any analyst irrespective of the content of the statement or report.

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

Headquartered in Saxonburg, Pennsylvania, [removed: II-VI] [added: Coherent] has research and development, manufacturing, sales, service, and distribution facilities worldwide.

[removed: II-VI] [added: 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.

[removed: The Company generates] [added: We generate almost all of our] revenues, earnings and cash flows from developing, manufacturing and marketing a broad portfolio of products [added: and services] for our end markets.

Our customer base includes original equipment [removed: manufacturers,] [added: manufacturers;] laser end [removed: users,] [added: users;] system integrators of high-power [removed: lasers,] [added: lasers;] manufacturers of equipment and devices for industrial, optical communications, [removed: consumer] electronics, [removed: security] and [removed: monitoring applications,] [added: instrumentation markets;] U.S. government prime [removed: contractors,] [added: 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 [removed: best in class competitor] [added: best-in-class player] in all of our highly competitive markets.

[removed: The Company] [added: We] may elect to change the way in which [removed: the Company operates] [added: we operate] or [removed: is] [added: are] organized in the future to enable the most efficient implementation of our strategy.

[added: The acquisition of] Coherent, Inc. [removed: ("Coherent"),] [added: (“Legacy Coherent”),] one of the [removed: world's] [added: world’s] leading providers of laser [removed: solutions] and [removed: optics for microelectronics, life sciences, industrial manufacturing, scientific and aerospace and defense markets, was acquired by II-VI Incorporated] [added: optics-based product solutions, closed] on July 1, 2022.

[removed: In] [added: For the full] fiscal year 2023, [removed: it will be] [added: Legacy Coherent was] included in the combined [removed: company, to be rebranded Coherent Corp.,] [added: company and renamed] as the Lasers [removed: Segment.][added: segment.]

[added: Legacy] Coherent delivers systems to the [removed: world's] [added: world’s] leading brands, innovators, and researchers, all backed with a global service and support network.

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

The word [removed: "laser"] [added: “laser”] is an acronym for [removed: "light] [added: “light] amplification by stimulated emission of [removed: radiation." A laser emits] [added: radiation.” Lasers emit] an intense [removed: coherent beam] [added: output] of light with [removed: some] unique and highly useful [removed: properties.][added: 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 [removed: laser's] [added: laser’s] high spatial resolution is also useful for microscopic imaging and inspection [removed: applications.][added: applications, where the laser light is essentially a highly precise illumination source.]

[removed: Coherent] [added: The Lasers segment] manufactures all of these laser types, in various options such as continuous wave, pulse duration, output power, [added: and] beam [removed: dimensions, etc. Each application has its own specific requirements in terms of laser performance.][added: dimensions.]

[removed: Coherent’s] [added: The Lasers segment's] key laser applications include: semiconductor wafer inspection; manufacturing of advanced printed circuit boards; flat panel display manufacturing; [removed: solar cell production; medical and bio-instrumentation; materials processing;] metal cutting and [removed: welding; industrial process and quality control;] [added: welding, including welding of electric vehicle batteries; manufacturing of medical devices;] marking; [removed: imaging and printing; graphic arts] [added: medical; bio-instrumentation] and [removed: display;] [added: imaging;] and research and development.

[removed: Coherent’s] [added: The Lasers segment’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, [removed: China,] Singapore, and Malaysia in Asia.

In addition, [removed: Coherent also] [added: our Lasers segment] uses contract manufacturers in [removed: southeast] [added: Southeast] Asia, Eastern Europe and the United States for the production of certain assemblies and turnkey solutions.

Nature of Business and Summary of Significant Accounting Policies, of the Notes to our Consolidated Financial Statements contained in Item 8 of this Annual Report on Form [removed: 10-K] [added: 10-K,] describes the significant accounting policies and accounting methods used in the preparation of the Company’s Consolidated Financial Statements.

See Note [removed: 4.][added: 21.]

[removed: The Company tests] [added: We test] goodwill for impairment annually, and when events or changes in circumstances indicate that goodwill might be impaired.

For fiscal year [removed: 2022, the] [added: 2023, we performed a quantitative assessment, The] fair values of the reporting units were determined using a discounted cash flow analysis with projected financial information based on our most recently completed long-term strategic planning processes and also considers the current financial performance compared to our prior projections of the reporting units, as well as a market analysis.

If material adverse conditions occur that impact one or [removed: both] [added: more] of our reporting units, our determination of future fair value might not support the carrying amount of one or [removed: both] [added: more] of our reporting units, and the related goodwill would need to be impaired.

[removed: The Company is] [added: We are] reporting financial information (revenue and operating income) for these [added: new] reporting segments in this Annual Report on Form 10-K.

| [removed: | | | | | |] Year Ended June [removed: 30, 2022] [added: 30,] | | | | | | [added: 2023] | | | | | | [removed: Year Ended June 30, 2021] [added: 2022] | | | | | | [added: 2021] | | |

| Earnings before income [removed: taxes] [added: tax] | | | | | | 282 | | | | | | 8 | | | | | | 353 | | | | | | 11 | | |

Revenues. Revenues for the year ended June 30, 2022 increased 7% to $3,317 million, compared to $3,106 million for [removed: the prior] fiscal [removed: year.][added: 2021.]

In addition, semiconductor capital equipment sales grew 29% and industrial sales grew 26% compared to [removed: the same period last year,] [added: fiscal 2021,] with an additional $34 million and $85 million in incremental revenue, respectively.

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

Gross margin as a percentage of revenues [removed: increased 20] [added: decreased 680] basis points compared to the prior fiscal year.

Internal research and development. [removed: Internal research and development (“IR&D”)] [added: IR&D] expenses for the fiscal year ended June 30, 2022 were $377 million, or 11% of revenues, compared to $330 million, or 11%.

of revenues, [removed: last] [added: in] fiscal [removed: year.][added: 2021.]

The IR&D expenses are primarily related to [removed: the Company's] [added: our] continued investment in new products and manufacturing processes across all its businesses including significant investments in indium phosphide semiconductor lasers, silicon carbide materials and devices for both power electronics and wireless devices, semiconductor technology, gallium arsenide semiconductor lasers, and silicon carbide semiconductor technology.

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

[removed: The Company] [added: We] incurred transaction and integration costs relating to the [removed: acquisition of Coherent,] [added: Merger,] which increased $9 million year-over-year.

Interest and other, net. Interest and other, net for the year ended June 30, 2022 included expense of $132 million compared to expense of $50 million [removed: last] [added: in] fiscal [removed: year,] [added: 2021,] or an increase of $83 million year over year.

- Restructuring and Site Consolidation

- Transfer to the New York Stock Exchange and Conversion of Series A Preferred Stock

The Lasers segment’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.

The name Coherent originates from another key property which is related to the synchronization of the phase of the light oscillations, which is known as coherence.

Therefore, lasers are many orders of magnitude brighter than any other optical source.

Lasers also can be pulsed at almost any repetition rate, even beyond a billion times per second, and are the technology which underpin 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.

These applications typically operate at lower powers, so as not to alter the physical property of the target material.

Each application has its own specific requirements in terms of laser performance.

Restructuring and Site Consolidation

*Restructuring Plan*

On May 23, 2023, the Board of Directors approved the Company’s May 2023 Restructuring Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities.

These restructuring actions are expected to be accompanied by other cost reductions and are intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model.

In the fourth quarter of fiscal 2023, these activities resulted in $119 million of charges primarily for employee termination and the write-off of property and equipment, net of $65 million from reimbursement arrangements.

We expect the restructuring actions to be substantially completed by the end of fiscal 2025.

However, the actual timing and costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material.

Restructuring and Synergy and Site Consolidation Plan to the Company’s Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further information.

*Synergy and Site Consolidation Plan*

On May 20, 2023, the Company announced that it has accelerated some of the actions planned as part of its multi-year synergy and site consolidation efforts following the acquisition of Legacy Coherent, including site consolidations and relocations to lower cost sites.

These relocations and other actions are expected to result in the Company achieving its previously announced $250 million synergy plan, which includes savings from supply chain management, internal supply of enabling materials and components, operational efficiencies in all functions due to scale, global functional model efficiencies and consolidation of corporate costs.

In the fourth quarter of fiscal 2023, the acceleration of these activities resulted in $20 million in charges primarily for employee termination, the write-off of inventory for products that are being exited and shut down costs.

See Note 21.

Restructuring and Synergy and Site Consolidation Plan to the Company’s Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further information.

*SiC Strategy*

On May 10, 2023, the Company announced that it has commenced a review of strategic alternatives for its Silicon Carbide “SiC” business.

We expect 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 in fiscal 2024.

Determination of the fair value requires discretion and the use of estimates by management.

As of April 1, 2023, we had significant headroom in the Networking and Materials reporting units.

For the Lasers reporting unit, as of April 1, 2023, based on the quantitative assessment, the estimated fair value exceeded the carrying value by approximately 10% and we had determined that the goodwill was at risk for impairment going forward should there be a deterioration of projected cash flows of the reporting unit.

Our Lasers reporting unit has goodwill of approximately $3.2 billion at June 30, 2023.

In evaluating the Lasers reporting unit, significant weight was provided to the forecasted revenue and related gross margins as we determined that these have the most significant impact on its fair value.

The forecasted profitability is expected to increase as volumes increase and the achievement of operating efficiencies and the benefit from the multi-year synergy and site consolidation plans are realized.

We used a discount rate of 13.0% which is the required return a market participant would require in its investment in the Reporting Unit based on observed market inputs.

If actual results are not consistent with management’s estimates and assumptions, a material goodwill impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.

We will continue to monitor any changes to our assumptions and will evaluate goodwill as deemed warranted during future periods.

*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.

Management engages third party experts to assist in the valuation of material acquisitions.

For our acquisition of Legacy Coherent, we used the multi-period excess earnings method to value the customer relationships and relief from royalty method to value trade name and technology intangible assets.

- COVID-19 Update

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

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

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

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

*Accounting for Commercial Agreements*

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

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

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

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

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

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

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

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

As of June 30, 2022, no reporting units are at risk for impairment.

COVID-19 Update

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

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

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

In particular, the COVID-19 pandemic continues to have a significant impact on global trade, which has resulted in supply chain and production disruptions impacting our business.

In particular, our supply chain has been affected by various measures implemented in response to the pandemic.

In certain cases, our suppliers have not had the materials, capacity or capability to supply us with the components necessary for continuing our manufacturing operations or development efforts at our normal levels or on predictable timing.

We also have experienced restrictions and delays on logistics, such as those relating to air cargo carriers, as well as increased logistics costs due to limited capacity and high demands for freight forwarders.

As a result of these factors, we have increased our inventory of certain items to mitigate these logistical uncertainties.

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 of the impact of the COVID-19 pandemic and the related responses on our operational and financial performance remains uncertain and will depend on many factors outside our control, including, without limitation, the duration and severity of the pandemic, the imposition of protective public safety measures, and the impact of the pandemic 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 this Annual Report on Form 10-K.

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 this Annual Report on Form 10-K.

As of June 30, 2022, the Company was aligned along the following two reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Compound Semiconductors and (ii) Photonic Solutions.

We previously classified intangible asset amortization expense within Selling, general and administrative (“SG&A”) expenses in our Consolidated Statements of Earnings (Loss).

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 in our Consolidated Statements of Earnings.

Prior period amounts have been conformed to the current period presentation, which resulted in an increase to Cost of goods sold and a decrease to SG&A expenses of $39 million for the year ended June 30, 2021.

Photonic Solutions ($ in millions)

| Revenues | | | | | | $ | 2,226 | | | | | $ | 2,038 | | | | | 9 | | % |

Compound Semiconductors ($ in millions)

| Revenues | | | | | | $ | 1,090 | | | | | $ | 1,068 | | | | | 2 | | % |

| Operating income | | | | | | $ | 220 | | | | | $ | 221 | | | | | — | | % |

As of June 30, 2021, the Company was aligned along the following two reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Compound Semiconductors and (ii) Photonic Solutions.

[removed: The Company is] [added: We are] exposed to market risks arising from adverse changes in foreign currency exchange rates and interest rates.

In the normal course of business, [removed: the Company uses] [added: we use] a variety of techniques and derivative financial instruments as part of [removed: its] [added: our] overall risk management strategy, which is primarily focused on [removed: its] [added: our] exposure in relation to the [removed: Malaysian Ringgit,] Chinese Renminbi, [added: Euro,] Swiss [removed: Franc and] [added: Franc,] Japanese [removed: Yen.][added: Yen, Singapore Dollar, Korean Won and Malaysian Ringgit.]

As of June 30, [removed: 2022, the Company’s] [added: 2023, our] total borrowings include variable rate borrowings, which [removed: exposes the Company] [added: expose us] to changes in interest rates.

In November 2019, [removed: the Company] [added: we] entered into an interest rate swap contract to limit the exposure of [removed: its] [added: our] variable interest rate debt by effectively converting a portion of interest payments to fixed interest rate debt.

If [removed: the Company] [added: we] had not effectively hedged [removed: its] [added: our] variable rate debt, a change in the interest rate of 100 basis points on these variable rate borrowings would have resulted in additional interest expense of [removed: $19] [added: $47] million for the year ended June 30, [removed: 2022.][added: 2023.]

On February 23, 2022, [removed: the Company] [added: we] entered into an interest rate cap (the [removed: "Cap"),] [added: “Cap”,] with an effective date of July 1, 2023.

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

On March 20, 2023, we amended the swap contract.

On March 20, 2023, we amended the Cap contract.

Reference to [removed: “II-VI,”] [added: “Coherent,”] the “Company,” “we,” “us,” or “our” in this Annual Report on Form 10-K, unless the context requires otherwise, refers to [removed: II-VI Incorporated] [added: Coherent Corp.] and its wholly owned subsidiaries.

[removed: The majority of our revenues are attributable to the sale of engineered materials] [added: We develop, manufacture,] and [added: market engineered materials,] optoelectronic [removed: components,] [added: components and] devices, [added: optical] and [added: laser] subsystems [added: and systems] for [added: use in] the [removed: optical communications,] industrial, [removed: aerospace and defense,] [added: communications, electronics,] and [removed: consumer electronics] [added: instrumentation] markets.

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

[removed: The Company will report] [added: We have reported] financial information for these new reporting segments in fiscal [added: year] 2023.

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

Through [removed: RD&E] [added: R&D] investments and [removed: its] [added: our] strategic acquisitions, [removed: II-VI has] [added: we have] expanded [removed: its] [added: our] portfolio of materials and product platforms.

[removed: II-VI’s] [added: Our] optics are shaped by precision surfacing techniques to meet the most stringent requirements for flat or curved geometries, functionalized with smooth or structured surfaces, or with patterned metallization.

Proprietary processes developed at our global optical coating centers differentiate our products’ durability against [removed: high-energy lasers] [added: HELs] and extreme operating environments.

[removed: II-VI leverages] [added: We leverage] these capabilities to deliver miniature to large-scale precision optical assemblies, including those in combination with thermal-management components, integrated electronics, and software.

[removed: II-VI] [added: We] also [removed: offers] [added: offer] a broad portfolio of compound semiconductor lasers that are used in a variety of applications in our end markets.

These lasers enable optical signal transmission, reception, and amplification in terrestrial and submarine communications networks; high-bit-rate server connectivity between and within datacenters; optical communications network monitoring; materials processing; and fast and accurate measurements in biomedical instruments and [added: sensing in] consumer electronics.

[removed: II-VI continues] [added: We continue] to improve [removed: its] [added: our] operational capabilities, develop next-generation products, and invest in new technology platforms to drive growth in the short [removed: term] and the long term.

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

[added: The acquisition of] Coherent, [added: Inc. (“Legacy Coherent”),] one of the [removed: world's] [added: world’s] leading providers of laser [removed: solutions] and [removed: optics for microelectronics, life sciences, industrial manufacturing, scientific and aerospace and defense markets, was acquired by II-VI] [added: optics-based product solutions, closed] on July 1, 2022.

[removed: In] [added: For the full] fiscal year 2023, [removed: Coherent's operations will be] [added: Legacy Coherent is] included in the combined [removed: company, to be rebranded Coherent Corp.,] [added: company and renamed] as the Lasers [removed: Segment.][added: segment.]

[removed: Lasers] [added: We provide lasers in the form of gas, semiconductor, solid state crystal or fiber which] can also be classified by their output wavelength: ultraviolet, visible, infrared or wavelength tunable.

Information Regarding [removed: Market] [added: Reporting] Segments and Foreign Operations

Financial data regarding our revenues, results of operations, [removed: industry] [added: reporting] segments, and international sales for the three years ended June 30, [removed: 2022,] [added: 2023,] are set forth in the Consolidated Statements of Earnings (Loss) and in Note 14.

Segment and Geographic Reporting to our Consolidated Financial Statements, which are included in Item 8 of this Annual Report on Form [removed: 10-K] [added: 10-K,] and are incorporated herein by reference.

As of June 30, [removed: 2022,] [added: 2023,] our backlog was approximately [removed: $2.3] [added: $2.7] billion, compared with approximately [removed: $1.3] [added: $2.3] billion as of June 30, [removed: 2021.][added: 2022.]

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

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

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

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

As of June 30, [removed: 2022,] [added: 2023,] the Company employed approximately [removed: 24,000] [added: 27,000] employees worldwide.

| Total: | | | [removed: 23,658] [added: 26,622] | | | 100% | | |

We provide all employees the chance to learn and develop critical skills, and we strive to attract, motivate, and retain [removed: high-quality] [added: our] talent.

Tuition reimbursement and funding for growth and development is [added: also] built into the annual budget to ensure that [removed: II-VI] [added: Coherent] has the skilled workforce we need.

Our global internship programs [added: also] welcome a new talent pipeline.

In [removed: FY22, II-VI] [added: fiscal 2023, we] pledged [removed: $1,000,000] [added: $1.3 million] to fund STEM educational and research programs in [removed: 2022.][added: 2023.]

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

[removed: II-VI] [added: Coherent] supports fundamental human rights – values inherent to all human beings.

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

Globally, approximately [removed: 49%] [added: 44%] of the workforce is female, with [removed: 11,519 females and 12,139] [added: 11,838 females,14,893] males [added: and 224 undisclosed] as of June 30, [removed: 2022.][added: 2023.]

In [removed: the II-VI’s] [added: Coherent’s] Senior Leadership Team (“SLT”), which consists of [removed: senior] directors and above, there are [removed: 21] [added: 65] females and [removed: 196] [added: 483] males.

Our global footprint is diverse, with approximately [removed: 18,600] [added: 17,900] employees in the Asia-Pacific region, [removed: 1,300] [added: 3,900] in Europe, and [removed: 3,800] [added: 5,200] in the Americas.

Our success in developing and manufacturing many of our products depends on our ability to manufacture and tailor the optical and physical properties of technically challenging [removed: materials] [added: materials, components,] and [removed: components.][added: photonics-based solutions across a broad array of industries.]

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

[removed: II-VI] [added: We] continuously [removed: updates its] [added: update our] comprehensive quality management systems that feature manufacturing quality best practices.

[removed: II-VI is] [added: We are] committed to delivering products within specification, on time, and with high quality, with a goal of fully satisfying customers and continually improving.

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 the industrial, communications, electronics, and instrumentation markets.

Our products are deployed in a variety of market verticals, including (i) precision manufacturing; (ii) semiconductor capital equipment; (iii) display capital equipment; (iv) aerospace & defense; (v) telecommunication networks; (vi) data communication networks; (vii) consumer electronics; (viii) automotive; (ix) life sciences; and (x) scientific instruments.

We generate almost all of our revenues, earnings, and cash flows from developing, manufacturing, and marketing a broad portfolio of products and services 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 the industrial, communications, electronics, and instrumentation markets; U.S. government prime contractors; and various U.S. government agencies.

We have a strong core competency in bulk and epitaxial crystal growth that enable differentiated products.

We are a major supplier of silicon carbide substrates for the power electronics market and for the wireless mobile market.

The Lasers segment’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 sciences and scientific devices.

Effective July 1, 2022, the Company reports financial information for these three segments.

Backlog

| Manufacturing | | | 21,818 | | | 82% | | |

| Research and development | | | 2,426 | | | 9% | | |

| Sales, general and administrative | | | 2,378 | | | 9% | | |

Our Talent Acquisition teams continue their outreach efforts to engage and attract diverse, high-quality talent to our organization.

Our Leadership Academy offers global leadership development programs for our people leaders to build their leadership capabilities.

Recognizing the opportunity to increase gender representation at all levels of the organization, we piloted a Women in Leadership Program in fiscal 2023.

This program is a significant investment in the development and advancement of women at Coherent and is designed to further career growth for women through targeted skill development, exposure to and coaching by senior leaders, and opportunities to network with peers across the organization.

The Global Advisory Council completed our global DEI program’s strategy and objectives.

Communication of this strategy to the organization has already taken place as well as the deployment of our Foundations of DEI training to employees globally to set the foundation of awareness and understanding on the concepts of DEI in our workplace.

Our next step is to implement regionally relevant DEI goals in support of the global strategy for each of our global locations with the assistance of Regional Councils.

Our organization continues to actively partner with CEO Action for Diversity & Inclusion to advance diversity and inclusion in the workplace.

In fiscal 2023, Chair and CEO Chuck Mattera and our Chief HR Officer served as mentors in the CEO Action Mentoring Initiative.

This program pairs C-suite leaders with mentees from underrepresented and diverse populations working at the director and vice president levels to take part in a range of professional development activities focused on accelerating the development of diverse senior leaders through mentoring circles.

Additional Coherent executive leaders have volunteered to serve as mentors for future cohorts of this program as well as for the Optica Women Scholars Program.

Ours lasers are displacing conventional technology because they can do the job faster, yield higher quality, provide overall economic benefits, and enable next generation applications.

There are also many options in terms of pulsed output versus continuous wave, pulse duration, output power, beam dimensions, etc., which are application specific.

The Use of Renewable Energy

We continue to increase our use of renewable energy to power our operations and lower our greenhouse gas footprint.

As of April 2023, we have contracts in place to cover over 50% of our total electricity requirements globally from renewable sources.

That includes more than 50 sites now procuring 100% renewable electricity.

We have on-site solar systems at several facilities that further contribute to our renewable energy efforts.

Our team also works to minimize energy usage, water usage, other raw materials usage, and waste generation.

We have been recognized for excellence in some of these programs by external organizations.

For example, our Dallas, Texas, facility has received a local award for its wastewater treatment program for three consecutive years and 19 years in total.

Raw materials or sub-components required in the manufacturing process are generally available from several sources.

However, in the Lasers segment, we currently purchase several key components and materials, including exotic materials, crystals and optics, used in the manufacture of our products from sole source or limited source suppliers.

We also purchase assemblies and turnkey solutions from contract manufacturers based on our proprietary designs.

We rely on our own production and design capability to manufacture and specify certain strategic components, crystals, fibers, semiconductor lasers, lasers and laser-based systems.

During COVID-19, we experienced some production delays due to shortages of raw materials, and while we are still seeing some challenges on certain components and infrastructure items, for the most part supplier lead times are reducing and supply is back to pre-pandemic levels.

In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments.

II-VI Incorporated (“II-VI,” the “Company,” “we,” “us,” or “our”) was incorporated in Pennsylvania in 1971.

The Company’s name is pronounced “Two Six Incorporated.” The name II-VI refers to Groups II and VI of the periodic table of elements from which II-VI originally designed and produced infrared optics for high-power CO2 lasers used in materials processing.

Reference to “fiscal,” “fiscal year,” or “FY” means our fiscal year ended June 30 for the year referenced.

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

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

On July 1, 2022 the Company completed the previously announced acquisition of Coherent, Inc. (“Coherent”), pursuant to the Agreement and Plan of Merger, dated March 25, 2021 (the “Merger Agreement”), by and among the Company, Coherent and Watson Merger Sub Inc. (the “Merger”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Bookings and Backlog

We define our bookings as customer orders received that are expected to be converted to revenues over the next 12 months.

The Company reports as bookings only those orders that are expected to be converted into revenues within 12 months from the end of the reporting period.

Bookings are adjusted if changes in customer demands or production schedules cause the expected time of a delivery to extend beyond 12 months.

For the fiscal year ended June 30, 2022, our bookings were approximately $4.3 billion, compared with bookings of approximately $3.3 billion for the fiscal year ended June 30, 2021.

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

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

| Direct production | | | 16,293 | | | 69% | | |

| Research, development, engineering, sales and marketing | | | 4,379 | | | 18% | | |

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

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

The safety calculation recognized by the Occupational Safety and Health Administration, the Total Recordable Incident Rate (“TRIR”), is closely monitored throughout the Company.

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

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

Our on-site work environments were changed to accommodate best-in-class protocols.

The commitment to this effort is evidenced by the extensive planning and numerous actions we swiftly took to respond to the pandemic, including the development and implementation of a Pandemic Response Team and Pandemic Response Guide, a work-from-home program, health check protocols, temperature screenings, and periodic COVID-19 testing where permitted and deemed appropriate for all employees working on-site.

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

for the fiscal year ended June 30, [removed: 2022][added: 2023]

| Series A Mandatory Convertible Preferred Stock, no par value | | | [removed: IIVIP] [added: N/A] | | | [removed: Nasdaq Global Select Market] [added: N/A] | | |

Aggregate market value of outstanding common stock, no par value, held by non-affiliates of the Registrant at December 31, [removed: 2021,] [added: 2022,] was approximately [removed: $7,194,944,557] [added: $4,841,177,890] based on the closing sale price reported on the Nasdaq Global Select Market.

Number of outstanding shares of common stock, no par value, at August [removed: 24, 2022,] [added: 15, 2023,] was [removed: 130,874,428.][added: 150,397,328.]

Portions of the registrant’s definitive proxy statement, which will be issued in connection with the [removed: 2022] [added: 2023] Annual Meeting of Shareholders of [removed: II-VI Incorporated,] [added: Coherent Corp.,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

“Risk Factors” and summarized below under “Risk Factor Summary,” among others, in some cases have affected and in the future could affect our financial performance and actual results, and could cause actual results for fiscal [removed: 2023] [added: 2024] and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Annual Report on Form 10-K or otherwise made by our management.

[removed: II-VI Incorporated] [added: Coherent Corp.] does communicate with securities analysts from time to time and those communications are conducted in accordance with applicable securities laws.

Investors should not assume that [removed: II-VI Incorporated] [added: Coherent Corp.] agrees with any statement or report issued by any analyst, irrespective of the content of the statement or report.

- We may fail to accurately estimate the size and growth [added: rate] of our markets and our customers’ demands.

- We depend on highly complex manufacturing processes that require [removed: feeder] [added: strategic] materials, components, and products from limited sources of supply.

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

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

- Increases in commodity prices [added: and diminished availability of rare earth minerals and noble gases] may adversely affect our results of operations and financial condition.

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

- Our global operations are subject to complex [added: and rapidly changing] legal and regulatory requirements.

- Data breach incidents and breakdowns of information and communication technologies could disrupt our [removed: operations] [added: operations, subject us to legal claims,] and impact our financial results.

- We use and generate potentially hazardous substances that are subject to stringent environmental [added: and safety] regulations.

- The agreements that govern our senior credit facilities and our [added: 5.000% senior notes due] 2029 [removed: Notes] contain various covenants that impose restrictions on our business, which may affect our ability to operate our businesses.

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

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

- The trading prices for our [removed: securities] [added: common stock] have been volatile in the past and may be volatile in the future.

- Provisions in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws and the Pennsylvania [removed: Business Corporation Law] [added: Associations Code (the “Code”)] may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock.

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

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

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

COHERENT CORP.

| Common Stock, no par value | | | COHR | | | New York Stock Exchange | | |

- Inflation and increased borrowing costs could impact our cash flows and profitability.

- The adoption of new climate change regulations may result in increased financial costs and/or losses.

- Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.

- We have announced that we are reviewing strategic alternatives for our silicon carbide business, but there can be no assurance that a strategic transaction will be completed or that we will achieve the expected benefits of any strategic transaction that we determine to pursue.

II-VI INCORPORATED

| Common Stock, no par value | | | IIVI | | | Nasdaq Global Select Market | | |

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

- We may be adversely affected by climate change regulations.

- Trading in preferred stock that we have issued may adversely affect the market price of our common stock.

- Regulatory actions may adversely affect the trading price and liquidity of the Mandatory Convertible Preferred Stock.

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

Information regarding our principal U.S. properties at June 30, [removed: 2022,] [added: 2023,] is set forth below:

| Sherman, TX | | | | | | Manufacturing | | | | | | [removed: Compound Semiconductors] [added: Materials] | | | | | | 700,000 | | | | | | Owned | | |

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

| Saxonburg, PA | | | | | | Manufacturing and Research and Development | | | | | | [removed: Compound Semiconductors] [added: Materials] | | | | | | 235,000 | | | | | | Owned and Leased | | |

| Warren, NJ | | | | | | Manufacturing and Research and Development | | | | | | [removed: Compound Semiconductors] [added: Materials] | | | | | | 159,000 | | | | | | Leased | | |

| Newark, DE | | | | | | Manufacturing and Research and Development | | | | | | [removed: Compound Semiconductors] [added: Materials] | | | | | | 135,000 | | | | | | Leased | | |

| Fremont, CA | | | | | | Manufacturing and Research and Development | | | | | | [removed: Compound Semiconductors] [added: Materials] | | | | | | [removed: 128,000] [added: 153,000] | | | | | | Leased | | |

| Murrieta, CA | | | | | | Manufacturing and Research and Development | | | | | | [removed: Compound Semiconductors] [added: Materials] | | | | | | 108,000 | | | | | | Leased | | |

Information regarding our principal foreign properties at June 30, [removed: 2022,] [added: 2023,] is set forth below:

| China | | | | | | Manufacturing, Research and Development, and Distribution | | | | | | [removed: Compound Semiconductors] [added: Materials] and [removed: Photonic Solutions] [added: Networking] | | | | | | [removed: 2,991,000] [added: 3,047,000] | | | | | | Owned and Leased | | |

| Malaysia | | | | | | Manufacturing | | | | | | [removed: Photonic Solutions] [added: Networking] | | | | | | 640,000 | | | | | | Owned | | |

| United Kingdom | | | | | | Manufacturing, Research and Development | | | | | | [removed: Compound Semiconductors] [added: Materials] and [removed: Photonic Solutions] [added: Networking] | | | | | | 319,000 | | | | | | Owned and Leased | | |

| Philippines | | | | | | Manufacturing | | | | | | [removed: Compound Semiconductors] [added: Materials] | | | | | | 318,000 | | | | | | Leased | | |

| Vietnam | | | | | | Manufacturing | | | | | | [removed: Compound Semiconductors] [added: Materials] and [removed: Photonic Solutions] [added: Networking] | | | | | | 211,000 | | | | | | Owned and Leased | | |

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

| Germany | | | | | | Manufacturing and Distribution | | | | | | [removed: Compound Semiconductors] [added: Materials] and [removed: Photonic Solutions] [added: Networking] | | | | | | [removed: 110,000] [added: 138,000] | | | | | | Owned and Leased | | |

| Santa Clara, CA | | | | | | Manufacturing and Research and Development | | | | | | Lasers | | | | | | 200,000 | | | | | | Owned | | |

| Germany | | | | | | Manufacturing, Research and Development | | | | | | Lasers | | | | | | 846,000 | | | | | | Owned and Leased | | |

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

Dividends on the Company’s Series A Mandatory Convertible Preferred Stock [removed: will be] [added: were] payable on a cumulative basis when, as and if declared by our [removed: board] [added: Board] of [removed: directors,] [added: Directors,] or an authorized committee of our [removed: board] [added: Board] of [removed: directors,] [added: Directors,] at an annual rate of 6% of the liquidation preference of $200.00 per share.

Dividends on the Company’s Series B Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our [removed: board] [added: Board] of [removed: directors,] [added: Directors,] or an authorized committee of our [removed: board] [added: Board] of [removed: directors,] [added: Directors,] at an annual rate of 5%, subject to increase if [removed: II-VI] [added: Coherent] defaults on payment obligation with respect to these shares, not to exceed 14% per annum.

The Company did not repurchase shares pursuant to this Program during the fiscal years ended June 30, [removed: 2022] [added: 2023] or June 30, [removed: 2021.][added: 2022.]

As of June 30, [removed: 2022,] [added: 2023,] the Company has cumulatively purchased 1,416,587 shares of its common stock pursuant to the Program for approximately $22 million.

The dollar value of shares as of June 30, [removed: 2022] [added: 2023] that may yet be purchased under the Program is approximately $28 million.

The following graph compares cumulative total shareholder return on the Company’s common stock with the cumulative total shareholder return of the [added: Russell 1000 Index,] Nasdaq Composite Index and with a peer group of companies constructed by the Company for the period from June 30, [removed: 2017,] [added: 2018,] through June 30, [removed: 2022.][added: 2023.]

The Company’s current fiscal year peer group includes [added: IPG Photonics Corp., Wolfspeed Inc., Lumentum Holdings, Inc., Corning, Inc., MKS Instruments, Inc., and Honeywell International, Inc. The old peer group includes] CMC Materials Inc., [removed: Coherent, Inc.,] Corning Incorporated, Franklin Electric Co., Inc., Lumentum Holdings Inc., MKS Instruments Inc., and Silicon Laboratories, Inc.

[removed: ][added: ]

The Company’s common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “COHR”, beginning February 23, 2023 when the Company voluntarily transferred the listing of its common stock from the NASDAQ Global Select Market to the NYSE.

As of August 15, 2023, there were approximately 918 holders of record of our common stock.

All outstanding shares of Series A Mandatory Convertible Preferred Stock were converted to Company Common Stock on July 3, 2023, and no shares of Series A Mandatory Convertible Preferred Stock are currently issued and outstanding.

The peer group was changed to better represent the Company following its acquisition of Coherent, Inc. on July 1, 2022.

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

The Company may pay declared dividends on the Mandatory Convertible Preferred Stock in cash or, subject to certain limitations, in shares of our common stock or in any combination of cash and shares of our common stock on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2020 and ending on, and including, July 1, 2023.

| [removed: Index] [added: Notes] to Consolidated Financial [removed: Statements] [added: Statements] | | | [added: [75](#i713712b6afac43d2a5e23d8632ecb440_97)] | | |

| [removed: Management's] [added: Management’s] Report on Internal Control Over Financial Reporting | | | [removed: [62](#ie658d4863e7c4aa99a0779c5b385495d_1937)] [added: [64](#i713712b6afac43d2a5e23d8632ecb440_73)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [63](#ie658d4863e7c4aa99a0779c5b385495d_73)] [added: [65](#i713712b6afac43d2a5e23d8632ecb440_76)] | | |

| Consolidated Balance Sheets | | | [removed: [66](#ie658d4863e7c4aa99a0779c5b385495d_79)] [added: [69](#i713712b6afac43d2a5e23d8632ecb440_82)] | | |

| Consolidated Statements of Earnings (Loss) | | | [removed: [67](#ie658d4863e7c4aa99a0779c5b385495d_82)] [added: [70](#i713712b6afac43d2a5e23d8632ecb440_85)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: [68](#ie658d4863e7c4aa99a0779c5b385495d_85)] [added: [71](#i713712b6afac43d2a5e23d8632ecb440_88)] | | |

| Consolidated Statements of [removed: Shareholders'] [added: Shareholders’] Equity and Mezzanine Equity | | | [removed: [69](#ie658d4863e7c4aa99a0779c5b385495d_88)] [added: [72](#i713712b6afac43d2a5e23d8632ecb440_91)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [70](#ie658d4863e7c4aa99a0779c5b385495d_91)] [added: [73](#i713712b6afac43d2a5e23d8632ecb440_1913)] | | |

[removed: |] [added: *See] Notes to Consolidated Financial [removed: Statements | | | [71](#ie658d4863e7c4aa99a0779c5b385495d_94) | | |][added: Statements*]

Management is responsible for establishing and maintaining adequate internal control over financial [removed: reporting.][added: reporting as such term is defined in Exchange Act Rules 13a-159f) and 15(d)-15(f).]

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2022.][added: 2023.]

Based on the evaluation, management concluded that as of June 30, [removed: 2022,] [added: 2023,] the Company’s internal controls over financial reporting were effective.

Ernst & Young LLP, an independent registered public accounting firm, has issued its report on the effectiveness of our internal control over financial reporting as of June 30, [removed: 2022.][added: 2023, which report is included herein.]

To the Shareholders and the Board of Directors of [removed: II-VI Incorporated][added: Coherent Corp.]

We have audited the accompanying consolidated balance sheets of [removed: II-VI Incorporated] [added: Coherent Corp.] and [removed: Subsidiaries] [added: subsidiaries] (the Company) as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity and mezzanine equity and cash flows for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] and the related notes and [removed: the] financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August [removed: 29, 2022] [added: 18, 2023] expressed an unqualified opinion thereon.

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

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

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

We have audited [removed: II-VI Incorporated] [added: Coherent Corp.] and [removed: Subsidiaries’] [added: subsidiaries’] internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [removed: II-VI Incorporated] [added: Coherent Corp.] and [removed: Subsidiaries] [added: subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity and mezzanine equity and cash flows for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] and the related notes and [removed: the financial statement] schedule listed in the Index at Item 15(a)(2) and our report dated August [removed: 29, 2022] [added: 18, 2023] expressed an unqualified opinion thereon.

[removed: II-VI Incorporated] [added: Coherent Corp.] and Subsidiaries

| June 30, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash, cash equivalents, and restricted cash | | | | | | $ | [added: 833,333 | | | | | $ |] 2,582,371 | | | | | $ | 1,591,892 | |

| Accounts receivable - less allowance for doubtful accounts of [added: $8,005 and] $4,206 at June 30, [removed: 2022] [added: 2023] and [removed: $924 at] June 30, [removed: 2021] [added: 2022, respectively] | | | | | | [removed: 700,331] [added: 901,531] | | | | | | [removed: 658,962] [added: 700,331] | | |

| Inventories | | | | | | [removed: 902,559] [added: 1,272,333] | | | | | | [removed: 695,828] [added: 902,559] | | |

| Prepaid and refundable income taxes | | | | | | [removed: 19,585] [added: 28,271] | | | | | | [removed: 13,095] [added: 19,585] | | |

| Prepaid and other current assets | | | | | | [removed: 100,346] [added: 216,530] | | | | | | [removed: 67,617] [added: 100,346] | | |

| Total Current Assets | | | | | | [removed: 4,305,192] [added: 3,251,998] | | | | | | [removed: 3,027,394] [added: 4,305,192] | | |

| Property, plant & equipment, net | | | | | | [removed: 1,363,195] [added: 1,782,035] | | | | | | [removed: 1,242,906] [added: 1,363,195] | | |

| Goodwill | | | | | | [removed: 1,285,759] [added: 4,512,700] | | | | | | [removed: 1,296,727] [added: 1,285,759] | | |

| Other intangible assets, net | | | | | | [removed: 635,404] [added: 3,814,684] | | | | | | [removed: 718,460] [added: 635,404] | | |

| Deferred income taxes | | | | | | [removed: 31,714] [added: 37,748] | | | | | | [removed: 33,498] [added: 31,714] | | |

| Other assets | | | | | | [removed: 223,582] [added: 311,968] | | | | | | [removed: 193,665] [added: 223,582] | | |

| Total Assets | | | | | | $ | [removed: 7,844,846] [added: 13,711,133] | | | | | $ | [removed: 6,512,650] [added: 7,844,846] | |

| Current portion of long-term debt | | | | | | $ | [removed: 403,212] [added: 74,836] | | | | | $ | [removed: 62,050] [added: 403,212] | |

| Accounts payable | | | | | | [removed: 434,917] [added: 405,308] | | | | | | [removed: 294,486] [added: 434,917] | | |

| Accrued compensation and benefits | | | | | | [removed: 172,109] [added: 175,564] | | | | | | [removed: 181,491] [added: 172,109] | | |

The information required by this item is set forth in our Consolidated Financial Statements contained in this Annual Report on Form 10-K.

Specific financial statements can be found at the pages listed below:

| Valuation of customer relationships, trade name and technology intangible assets in the acquisition of Coherent, Inc. | | | | | |

| *Description of the Matter* | | | As discussed in Note 3 to the consolidated financial statements, during the year ended June 30, 2023, the Company completed the acquisition of Coherent, Inc. (“Lasers”) for a total purchase price of approximately $7.1 billion. The acquisition was accounted for as a business combination. The consideration paid in the acquisition must be allocated to the acquired assets and liabilities assumed generally based on their fair value with the excess of the purchase price over those fair values allocated to goodwill. Auditing the Company’s accounting for its acquisition of Lasers was complex due to the significant estimation uncertainty involved in estimating the fair value of customer relationships, trade name and technology intangible assets. The total fair value ascribed to customer relationships, trade name and technology intangible assets amounted to $1.8 billion, $430 million and $1.2 billion, respectively. The Company used the multi-period excess earnings method to value the customer relationships and relief from royalty method to value trade name and technology intangible assets. The significant assumptions used to estimate the fair value of customer relationships included the forecasted revenue growth, gross margin, projected operating expenses inclusive of expected synergies, including future cost savings, and other benefits expected to be achieved by combining the Company and Lasers, attrition rate and discount rate. The significant assumption used to estimate the fair value of trade name included an estimated royalty rate. The significant assumptions used to estimate the fair value of technology included the forecasted revenue growth and an estimated royalty rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for the acquisition of Lasers. For example, we tested controls that address the risks of material misstatement relating to the valuation of the customer relationships, trade name and technology intangible assets, including management’s review of the methods and significant assumptions used to develop such estimates. To test the estimated fair value of the acquired customer relationships, trade name and technology intangible assets, our audit procedures included, among others, assessing the appropriateness of the valuation methodology used, evaluating the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For the forecasted revenue growth, gross margin, projected operating expenses inclusive of expected synergies, including future cost savings, and other benefits expected to be achieved by combining the Company and Lasers and attrition rate, we compared the financial projections to current industry and economic trends, the historic financial performance of the acquired business, the Company’s history with other acquisitions, and forecasted performance of guideline public companies. We also performed sensitivity analyses to evaluate the changes in the fair value of the intangible assets that would result from changes in the significant assumptions. We involved our valuation specialist to assist in evaluating the methodologies used to estimate the fair value of the customer relationships, trade name and technology intangible assets and to test certain significant assumptions, including: (i) the discount rate, which included comparison of the selected discount rate to the acquired business’s weighted average cost of capital, an evaluation of the relationships of the weighted average cost of capital, internal rate of return and weighted-average return on assets, and consideration of guideline public company benchmarking analyses reflecting the composition of purchase prices for similar transactions; and (ii) the royalty rate, which included a comparison of the selected royalty rate to a range of royalty rates we identified by performing an independent search of comparable licensing agreements. | | |

| | | | | | |

| Goodwill impairment assessment - Lasers Reporting Unit | | | | | |

| *Description of the Matter* | | | At June 30, 2023, the Company had $4.5 billion of goodwill on its consolidated balance sheet. As discussed in Note 1 to the consolidated financial statements, goodwill is reviewed annually for impairment, or more frequently if impairment indicators arise. The assessment of goodwill for impairment requires a comparison of the fair value of each reporting unit that has goodwill associated with its operations to its carrying amount, including goodwill. If the Company’s carrying amount of a reporting unit exceeds its fair value, an impairment loss would be measured as the excess of the carrying value over the calculated fair value. Auditing the Company’s annual goodwill impairment test for the Lasers reporting unit is complex because it involves making assumptions about the timing and amount of the forecasted future net cash flows of the reporting unit. The fair value estimate can be sensitive to significant assumptions such as revenue and the selected discount rate, which is based on a risk-adjusted weighted-average cost of capital. These significant assumptions are forward looking and could be impacted by future economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment evaluation process, including controls over management’s review of the assumptions described above. Our audit procedures to test management’s impairment evaluation of the Lasers reporting unit included, among others, assessing the valuation methodology and assumptions discussed above, and the underlying data used to develop such assumptions. For example, we compared certain assumptions to current industry, market and economic trends. Where appropriate, we evaluated whether changes to the Company’s business and other factors would affect the assumptions. We also assessed the historical accuracy of management’s estimates and performed independent sensitivity analyses. We involved our valuation specialists to assist us in evaluating the methodologies and auditing the assumptions used to calculate the estimated fair value of the Lasers reporting unit. | | |

August 18, 2023

To the Shareholders and the Board of Directors of Coherent Corp.

August 18, 2023

| Cash, cash equivalents, and restricted cash | | | | | | $ | 833,333 | | | | | $ | 2,582,371 | |

| | | | | | | 5,280,672 | | | | | | 3,855,829 | | |

Coherent Corp. and Subsidiaries

| Restructuring charges | | | | | | 119,101 | | | | | | — | | | | | | — | | |

Coherent Corp. and Subsidiaries

| Net earnings (loss) | | | | | | $ | (259,458) | | | | | $ | 234,759 | | | | | $ | 297,552 | |

*See Notes to Consolidated Financial Statements*

Coherent Corp. and Subsidiaries

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (37,327) | | | | | | — | | | | | | — | | | | | | (37,327) | | | | | | — | | | | | | 10,091 | | |

| Share-based and deferred compensation activities | | | | | | 4,029 | | | | | | 171,128 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,164) | | | | | | (53,767) | | | | | | 117,361 | | | | | | — | | | | | | — | | |

| Coherent Acquisition | | | | | | 22,588 | | | | | | 1,207,591 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,207,591 | | | | | | — | | | | | | — | | |

| Convertible Debt Conversions | | | | | | 7,181 | | | | | | 337,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 337,940 | | | | | | — | | | | | | — | | |

| Change in fair value of interest rate cap, net of taxes of $5,934 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,322 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,322 | | | | | | — | | | | | | — | | |

| Issuance of Series B Shares | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 140 | | | | | | 1,358,000 | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (144,251) | | | | | | — | | | | | | — | | | | | | (144,251) | | | | | | — | | | | | | 116,612 | | |

| Balance - June 30, 2023 | | | | | | 154,721 | | | | | | $ | 3,781,211 | | | | | 2,300 | | | | | | $ | 445,319 | | | | | $ | 109,726 | | | | | $ | 944,416 | | | | | (15,137) | | | | | | $ | (293,121) | | | | | $ | 4,987,551 | | | | | 215 | | | | | | $ | 2,241,415 | |

*See Notes to Consolidated Financial Statements*

Coherent Corp. and Subsidiaries

| Net earnings (loss) | | | | | | $ | (259,458) | | | | | $ | 234,759 | | | | | $ | 297,552 | |

| Non-cash impairment of property, plant & equipment | | | | | | 119,456 | | | | | | — | | | | | | — | | |

| Contract Liabilities | | | | | | (18,957) | | | | | | 26,614 | | | | | | 2,820 | | |

| Payments on existing debt | | | | | | (1,265,175) | | | | | | (62,050) | | | | | | (851,650) | | |

| Payments on convertible notes | | | | | | (3,561) | | | | | | — | | | | | | — | | |

*See Notes to Consolidated Financial Statements*

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows.

Restricted cash, non-current is included in the consolidated balance sheets under “Other Assets” At June 30, 2023, we had $16 million of restricted cash.

| Restricted cash, non-current | | | | | | 4,233 | | | | | | — | | | | | | — | | |

| Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | | | | | | $ | 837,566 | | | | | $ | 2,582,371 | | | | | $ | 1,591,892 | |

Its report is included herein.

| Accounting for commercial agreement | | | | | |

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

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls relating to management’s accounting for the commercial agreement. For example, we tested controls related to management’s review of the relevant rights and obligations in the contract and related assessment as to whether the contract is a lease or contains a lease. To test the Company’s accounting for the commercial agreement, our audit procedures included, among others, evaluating the reasonableness of the Company’s interpretation of the rights and obligations in the contract by reading the commercial agreement, performing inquiries of and obtaining written representations from management. | | |

August 29, 2022

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

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

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

| Balance - June 30, 2019 | | | | | | 76,315 | | | | | | $ | 382,423 | | | | | — | | | | | | $ | — | | | | | $ | (24,221) | | | | | $ | 943,581 | | | | | (12,604) | | | | | | $ | (168,574) | | | | | $ | 1,133,209 | | | | | — | | | | | | $ | — | |

| Share-based and deferred compensation activities | | | | | | 2,888 | | | | | | 116,817 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (702) | | | | | | (29,114) | | | | | | 87,703 | | | | | | — | | | | | | — | | |

| Purchases of treasury stock | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (50) | | | | | | (1,625) | | | | | | (1,625) | | | | | | — | | | | | | — | | |

| Shares issued related to Finisar Acquisition | | | | | | 26,713 | | | | | | 987,707 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 987,707 | | | | | | — | | | | | | — | | |

| Accretion to redemption value of Series B share issued in March 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (508) | | | | | | — | | | | | | — | | | | | | (508) | | | | | | — | | | | | | 508 | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (36,819) | | | | | | — | | | | | | — | | | | | | (36,819) | | | | | | — | | | | | | 9,583 | | |

| Impairment of investment | | | | | | — | | | | | | — | | | | | | 4,980 | | |

| Payments on borrowings under prior Term Loan, Credit Facility, and other loans | | | | | | — | | | | | | — | | | | | | (176,618) | | |

| Payments on borrowings under Term A Facility | | | | | | (62,050) | | | | | | (137,050) | | | | | | (46,538) | | |

| Payments on borrowings under Term B Facility | | | | | | — | | | | | | (714,600) | | | | | | (5,400) | | |

| Payments on borrowings under Revolving Credit Facility | | | | | | — | | | | | | (74,000) | | | | | | (86,000) | | |

| Common stock repurchases | | | | | | — | | | | | | — | | | | | | (1,625) | | |

The Company is closely monitoring the ongoing impact of the COVID-19 pandemic and related factors on all aspects of our business, including the impact to our employees, suppliers and customers, as well as the impact to the countries and markets in which II-VI 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.

Actual results could differ from those estimates.

Accounts Receivable. The Company makes estimates evaluating its allowance for doubtful accounts.

The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience, current market conditions and any specific customer collection issues that it has identified.

Based on the results of these analyses the Company’s goodwill was not impaired; the fair value is well in excess of the carrying value for each reporting unit.

We previously classified intangible asset amortization expense within SG&A expenses in our Consolidated Statements of Earnings (Loss).

Prior period amounts have been conformed to the current period presentation, which resulted in an increase to Cost of goods sold and a decrease to SG&A expenses of $39 million and $28 million for the years ended June 30, 2021 and June 30, 2020, respectively.

Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity's Own Equity

In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06").

The update simplifies the accounting for convertible instruments by eliminating two accounting models (i.e., the cash conversion model and beneficial conversion feature model) and reducing the number of embedded conversion features that could be recognized separately from the host contract.

ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance.

The Company elected to use the modified retrospective method to report the effect of the changes.

Adoption of the standard affected the Company's currently outstanding 0.25% Convertible Senior Notes due 2022 (the "II-VI Convertible Notes").

Debt for the impact of the adoption on the II-VI Convertible Notes.

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.

The guidance simplifies the accounting for income taxes by removing certain exceptions and adding guidance to improve consistency for other areas of Topic 740.

The Company adopted this standard effective July 1, 2021.

Pronouncements Currently Under Evaluation

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer and Treasurer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) [added: and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))] as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2022,] [added: 2023,] the Company’s disclosure controls and procedures [removed: are] [added: were] effective.

[removed: There] [added: During our most recent quarter, there] have been no changes in the Company’s internal controls over financial reporting [removed: that occurred during our most recent quarter] [added: identified in connection with management’s evaluation of the effectiveness of the Company’s internal control over financial reporting] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On June 15, 2023, Christopher Koeppen, Chief Innovation Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2024 with respect to the sale of up to 24,872 Company shares.

None.

The other information required by this item, to the extent applicable, is incorporated herein by reference to the information set forth under the captions [removed: "Election] [added: “Election] of [removed: Directors"] [added: Directors”] and if applicable, [removed: "Delinquent] [added: “Delinquent] Section 16(a) [removed: Reports"] [added: Reports”] in the Company’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be filed pursuant to Regulation 14A of the Exchange Act (the “Proxy Statement”).

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

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

The information required by this item is incorporated herein by reference to the information set forth under the caption “Director Compensation [removed: in] [added: For] Fiscal Year [removed: 2022,”] [added: 2023,”] “Executive Compensation,” “Compensation Committee Report” and “Compensation and Risk” in the Company’s Proxy Statement.

Schedule II – Valuation and Qualifying Accounts for each of the three fiscal years in the period ended June 30, [removed: 2022] [added: 2023] is set forth under Item 8 of this Annual Report on Form 10-K.

| [removed: 2.02] [added: 2.01] | | | | | | [Agreement and Plan of Merger, dated as of March 25, 2021, by and among II-VI Incorporated, Watson Merger Sub Inc. and Coherent, Inc.](https://www.sec.gov/Archives/edgar/data/820318/000119312521095186/d130942dex21.htm) | | | | | | [removed: Incorporated herein by reference to Exhibit 2.1 to II-VI's Current Report on Form] 8-K [removed: (File No. 001-39375) filed on] [added: | | | 2.1 | | |] March [removed: 25, 2021.] [added: 26, 2021] | | | [added: 001-39375 | | |]

| 3.01 | | | | | | [Amended and Restated Articles of Incorporation of II-VI [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/820318/000119312511302244/d253525dex31.htm).] [added: Incorporated](https://www.sec.gov/Archives/edgar/data/820318/000119312511302244/d253525dex31.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 3.1 to II-VI’s Current Report on Form] 8-K [removed: (File No. 000-16195) filed on] [added: | | | 3.1 | | |] November 8, [removed: 2011.] [added: 2011] | | | [added: 000-16195 | | |]

| [removed: 3.03] [added: 3.04] | | | | | | [Statement with Respect to Shares, filed with the Pennsylvania Department of State Corporations Bureau and effective July 6, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/820318/000082031820000023/ex-303063020statementw.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/820318/000082031820000023/ex-303063020statementw.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 3.03 to II-VI's Annual Report on Form] 10-K [removed: (File No. 001-39375) for the fiscal year ended June 30, 2020.] | | | [added: 3.03 | | | August 26, 2020 | | | 001-39375 | | |]

| [removed: 3.04] [added: 3.05] | | | | | | [Statement with Respect to Shares, filed with the Pennsylvania Department of State Corporations Bureau and effective March 30, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/820318/000119312521102324/d135490dex31.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/820318/000119312521102324/d135490dex31.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 3.1 to II-VI's Current Report on Form] 8-K [removed: (File No. 001-39375) filed on] [added: | | | 3.1 | | |] March 31, [removed: 2021.] [added: 2021] | | | [added: 001-39375 | | |]

| [removed: 4.02] [added: 4.04] | | | | | | [Form [removed: of 0.25% Convertible] [added: of](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm) [5.000%] Senior Notes due [removed: 2022.](https://www.sec.gov/Archives/edgar/data/820318/000119312517272012/d427946dex41.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm)] | | | | | | [removed: Included] [added: 8-K | | | 4.2 (included] in Exhibit [removed: 4.01.] [added: 4.1)] | | | [added: December 10, 2021 | | | 001-39375 | | |]

| [removed: 4.03] [added: 4.01+] | | | | | | [Description of II-VI's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-40306302022.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex401coherentdescriptionof.htm)] | | | | | | [removed: Filed herewith.] | | | [added: | | | | | | | | |]

| [removed: 4.05] [added: 4.03] | | | | | | [Indenture, dated as of December 10, 2021, among [removed: the Company,] [added: Coherent Corp.,] the guarantors party thereto and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form] 8-K [removed: (File No. 001-39375) filed on] [added: | | | 4.1 | | |] December 10, [removed: 2021.] [added: 2021] | | | [added: 001-39375 | | |]

| [removed: 4.07] [added: 4.08] | | | | | | [Registration Rights Agreement, dated March 31, 2021, by and between II-VI Incorporated and BCPE Watson (DE) SPV, LP.](https://www.sec.gov/Archives/edgar/data/820318/000119312522191349/d368223dex99d.htm) | | | | | | [removed: Incorporated herein by reference to Exhibit D of the] Schedule 13D [removed: filed by BCPE Watson (DE) BML, LP on] [added: | | | D | | |] July 11, [removed: 2022.] [added: 2022] | | | [added: 005-39319 | | |]

| [removed: 10.01] [added: 10.01*] | | | | | | [Credit Agreement, dated as of July 1, 2022, by and among II-VI Incorporated, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/820318/000119312522186770/d307343dex101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/820318/000119312522186770/d307343dex101.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form] 8-K [removed: (File No. 001-39375) filed on] [added: | | | 10.1 | | |] July 1, [removed: 2022.] [added: 2022] | | | [added: 001-39375 | | |]

| [removed: 10.02] [added: 10.27] | | | | | | [Amended and Restated Employment Agreement, effective [removed: January 26, 2020,] [added: August 23, 2022,] by and between II-VI Incorporated and Vincent D. Mattera, [removed: Jr. *](https://www.sec.gov/Archives/edgar/data/820318/000119312520019766/d878420dex101.htm)] [added: Jr.](https://www.sec.gov/Archives/edgar/data/820318/000119312522227538/d218421dex101.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.1 to II-VI’s Current Report on Form] 8-K [removed: (File No. 000-16195) filed on January 30, 2020.] | | | [added: 10.1 | | | August 23, 2022 | | | 001-39375 | | |]

| 10.03 | | | | | | [Form of Indemnification Agreement between II-VI Incorporated and its directors and officers](https://www.sec.gov/Archives/edgar/data/820318/000156459018022409/iivi-ex1015_8.htm) | | | | | | [removed: Incorporated herein by reference to Exhibit 10.15 to II-VI’s Annual Report on Form] 10-K [removed: (File No. 000-16195) for the fiscal year ended June 30, 2018.] | | | [added: 10.15 | | | August 28, 2018 | | | 000-16195 | | |]

| [removed: 10.05] [added: 10.04] | | | | | | [Description of Bonus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/0000820318-96-000020.txt)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/0000820318-96-000020.txt)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.14 to II-VI’s Annual Report on Form] 10-K [removed: (File No. 000-16195) for the fiscal year ended June 30, 1996.] | | | [added: 10.14 | | | September 24, 1996 | | | 000-16195 | | |]

| [removed: 10.06] [added: 10.05] | | | | | | [Description of Discretionary Incentive Plan (now known as the Goal/ Results Incentive [removed: Program)*](https://www.sec.gov/Archives/edgar/data/820318/000119312509183649/dex1027.htm)] [added: Program)](https://www.sec.gov/Archives/edgar/data/820318/000119312509183649/dex1027.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.27 to II-VI’s Annual Report on Form] 10-K [removed: (File No. 000-16195) for the fiscal year ended June 30, 2009.] | | | [added: 10.27 | | | August 28, 2009 | | | 000-16195 | | |]

| [removed: 10.07] [added: 10.06] | | | | | | [Amended and Restated II-VI Incorporated Deferred Compensation Plan (applicable to periods prior to January 1, [removed: 2015)*](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1017_328.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1017_328.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.17 to II-VI’s Annual Report on Form] 10-K [removed: (File No. 000-16195) for the fiscal year ended June 30, 2015.] | | | [added: 10.17 | | | August 28, 2015 | | | 000-16195 | | |]

| [removed: 10.08] [added: 10.07] | | | | | | [Amended and Restated II-VI Incorporated Deferred Compensation Plan (applicable to periods after January 1, [removed: 2015)*](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1018_329.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1018_329.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.18 to II-VI’s Annual Report on Form] 10-K [removed: (File No. 000-16195) for the fiscal year ended June 30, 2015.] | | | [added: 10.18 | | | August 28, 2015 | | | 000-16195 | | |]

| [removed: 10.12] [added: 10.08] | | | | | | [II-VI Incorporated 2012 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312512451910/d435625dex1001.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312512451910/d435625dex1001.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.01 to II-VI’s Current Report on Form] 8-K [removed: (File No. 000-16195) filed on] [added: | | | 10.01 | | |] November 5, [removed: 2012.] [added: 2012] | | | [added: 000-16195 | | |]

| [removed: 10.13] [added: 10.09] | | | | | | [Form of Nonqualified Stock Option under the II-VI Incorporated 2012 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312513350423/d546814dex1030.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312513350423/d546814dex1030.htm)] | | | | | | [removed: Incorporated herein by reference is Exhibit 10.30 to II-VI’s Annual Report on Form] 10-K [removed: (File No. 000-16195) for the fiscal year ended June 30, 2013.] | | | [added: 10.30 | | | August 28, 2013 | | | 000-16195 | | |]

| [removed: 10.14] [added: 10.10] | | | | | | [II-VI Incorporated Amended and Restated 2012 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312514396460/d814351dex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312514396460/d814351dex101.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.1 to II-VI’s Registration Statement on Form] S-8 [removed: (File No. 333-199855) filed on] [added: | | | 10.1 | | |] November 4, [removed: 2014.] [added: 2014] | | | [added: 333-199855 | | |]

| [removed: 10.15] [added: 10.11] | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Amended and Restated 2012 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312513350423/d546814dex1030.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312513350423/d546814dex1030.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.30 to II-VI’s Annual Report on Form] 10-K [removed: (File No. 000-16195) for the fiscal year ended June 30, 2013.] | | | [added: 10.30 | | | August 28, 2013 | | | 000-16195 | | |]

| [removed: 10.16] [added: 10.12] | | | | | | [II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459016012460/iivi-ex1001_121.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016012460/iivi-ex1001_121.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.01 to II-VI’s Current Report on Form] 10-Q [removed: (File No. 000-16195) for the quarter ended December 31, 2015.] | | | [added: 10.01 | | | February 2, 2016 | | | 000-16195 | | |]

| [removed: 10.17] [added: 10.13] | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Second Amended and Restated Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459016028337/iivi-ex1003_350.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016028337/iivi-ex1003_350.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.03 to II-VI’s Quarterly Report on Form] 10-Q [removed: (File No. 000-16195) for the quarter ended September 30, 2016.] | | | [added: 10.03 | | | November 8, 2016 | | | 000-16195 | | |]

| [removed: 10.22] [added: 10.14] | | | | | | [II-VI Incorporated Amended and Restated 2018 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/0000820318/000119312520289839/d89872dex991.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000820318/000119312520289839/d89872dex991.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 99.1 to II-VI’s Registration Statement on Form] S-8 [removed: (File No. 333-249995) filed on] [added: | | | 99.1 | | |] November 10, [removed: 2020.] [added: 2020] | | | [added: 333-249995 | | |]

| [removed: 10.23] [added: 10.15] | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated 2018 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1001_18.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1001_18.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.01 to II-VI’s Quarterly Report on Form] 10-Q [removed: (File No. 000-16195) for the quarter ended December 31, 2018.] | | | [added: 10.01 | | | February 8, 2019 | | | 000-16195 | | |]

| [removed: 10.29] [added: 10.16] | | | | | | [II-VI Incorporated Executive Severance [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex101.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.1 to II-VI's Current Report on Form] 8-K [removed: (File No. 000-16195) filed on] [added: | | | 10.1 | | |] August 22, [removed: 2019.] [added: 2019] | | | [added: 000-16195 | | |]

| [removed: 10.30] [added: 10.17] | | | | | | [Form of Participation Agreement for the II-VI Incorporated Executive Severance [removed: Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex102.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex102.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.2 to II-VI's Current Report on Form] 8-K [removed: (File No. 000-016195) filed on] [added: | | | 10.2 | | |] August 22, [removed: 2019.] [added: 2019] | | | [added: 000-16195 | | |]

| [removed: 10.31] [added: 10.18] | | | | | | [Form of Performance Share Unit Award Agreement (Cash Flow; Share-Settled)](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103106302021.htm) | | | | | | [removed: Incorporated herein by reference to Exhibit 10.31 to the Company’s Annual Report on Form] 10-K [removed: (File No. 001-39375) for the fiscal year ended June 30, 2021.] | | | [added: 10.31 | | | August 20, 2021 | | | 001-39375 | | |]

| [removed: 10.32] [added: 10.19] | | | | | | [Form of Performance Share Unit Award Agreement (Relative TSR; [removed: Share-Settled](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103206302021.htm)] [added: Share-Settled)](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103206302021.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.32 to the Company’s Annual Report on Form] 10-K [removed: (File No. 001-39375) for the fiscal year ended June 30, 2021.] | | | [added: 10.32 | | | August 20, 2021 | | | 001-39375 | | |]

| [removed: 10.34] [added: 10.28] | | | | | | [Employment Letter Agreement, dated January 7, 2022, by and between II-VI Incorporated and Mark [removed: Sobey*](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-103406302022.htm)] [added: Sobey](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-103406302022.htm)] | | | | | | [removed: Filed herewith.] [added: 10-K] | | | [added: 10.34 | | | August 29, 2022 | | | 001-39375 | | |]

| [removed: 10.35] [added: 10.20] | | | | | | [Coherent, Inc. 2011 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465911026861/a11-11655_1ex10d1.htm) | | | | | | [removed: Incorporated herein by reference to Exhibit 10.1 to the Form] S-8 [removed: filed by Coherent, Inc. (File No. 333-174019) on] [added: | | | 10.1 | | |] May 6, [removed: 2011.] [added: 2011] | | | [added: 333-174019 | | |]

| [removed: 10.40] [added: 10.21] | | | | | | [Coherent, Inc. Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465920051611/tm2016811d1_ex99-1.htm) | | | | | | [removed: Incorporated herein by reference to Exhibit 99.1 to the Form] S-8 [removed: filed by Coherent, Inc. (File No. 333-237855) on] [added: | | | 99.1 | | |] April 27, [removed: 2020.] [added: 2020] | | | [added: 333-237855 | | |]

| [removed: 10.41] [added: 10.22] | | | | | | [Coherent, Inc. Equity Incentive Plan - Form of Global Restricted Stock Unit [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/0000021510/000002151020000033/a102equityincentivepla.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/0000021510/000002151020000033/a102equityincentivepla.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form] 10-Q [removed: filed by Coherent, Inc. (File No. 001-33962) for its quarter ended July 4, 2020.] | | | [added: 10.2 | | | August 12, 2020 | | | 001-33962 | | |]

| [removed: 10.42] [added: 10.23] | | | | | | [Coherent, Inc. Equity Incentive Plan - Form of Performance Restricted Stock Unit [removed: Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Coherent, Inc. (File No. 001-33962) on August 12, 2020).](https://www.sec.gov/Archives/edgar/data/21510/000002151020000033/a103equityincentivepla.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/21510/000002151020000033/a103equityincentivepla.htm)] | | | | | | [removed: Incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form] 10-Q [removed: filed by Coherent, Inc. (File No. 001-33962) for its quarter ended July 4, 2020.] | | | [added: 10.3 | | | August 12, 2020 | | | 001-33962 | | |]

| [removed: 21.01] [added: 21.01+] | | | | | | [List of Subsidiaries of [removed: II-VI Incorporated](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-210106302022.htm)] [added: Coherent Corp.](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex210106302023.htm)] | | | | | | [removed: Filed herewith.] | | | [added: | | | | | | | | |]

| [removed: 23.01] [added: 23.01+] | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-230106302022.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex2301-accountingfirmxfy23.htm)] | | | | | | [removed: Filed herewith.] | | | [added: | | | | | | | | |]

| [removed: 31.01] [added: 31.01+] | | | | | | [Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-310106302022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3101-ceocertificationxfy.htm)] | | | | | | [removed: Filed herewith.] | | | [added: | | | | | | | | |]

| [removed: 31.02] [added: 31.02+] | | | | | | [Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-310206302022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3102-cfocertificationxfy.htm)] | | | | | | [removed: Filed herewith.] | | | [added: | | | | | | | | |]

| [removed: 32.01] [added: 32.01+] | | | | | | [Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-320106302022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3201-ceosoxxfy2310xk.htm)] | | | | | | [removed: Filed herewith.] | | | [added: | | | | | | | | |]

| [removed: 32.02] [added: 32.02+] | | | | | | [Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-320206302022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3202-cfosoxxfy2310xk.htm)] | | | | | | [removed: Filed herewith.] | | | [added: | | | | | | | | |]

| 101 | | | | | | Interactive Data File | | | | | | | | | [added: | | | | | | | | |]

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| | | | | | | | | | | | | Incorporated herein by reference | | | | | | | | | | | |

| Exhibit No. | | | | | | Description | | | | | | Form | | | Exhibit No. | | | Filing Date | | | File No. | | |

| 3.02 | | | | | | [Articles of Amendment to Amend](https://www.sec.gov/Archives/edgar/data/820318/000119312522240836/d347635dex31.htm)[ed](https://www.sec.gov/Archives/edgar/data/820318/000119312522240836/d347635dex31.htm) [and Restated Articles of Incorporation](https://www.sec.gov/Archives/edgar/data/820318/000119312522240836/d347635dex31.htm) | | | | | | 8-K | | | 3.1 | | | September 8, 2022 | | | 001-39375 | | |

| 3.03 | | | | | | [Amended and Restated By-Laws of Coherent Corp. as amended and restated effective September 8, 2022](https://www.sec.gov/Archives/edgar/data/820318/000119312522240836/d347635dex32.htm) | | | | | | 8-K | | | 3.2 | | | September 8, 2022 | | | 001-39375 | | |

| 4.02 | | | | | | [Form of 6.00% Series A Mandatory Convertible Preferred Stock Certificate](https://www.sec.gov/Archives/edgar/data/820318/000082031820000023/ex-303063020statementw.htm) | | | | | | 10-K | | | 3.03 | | | August 26, 2020 | | | 001-39375 | | |

| 4.05+ | | | | | | [First Supplemental Indenture, dated as of July 1, 2022, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex405-cohrxfirstsupplement.htm) | | | | | | | | | | | | | | | | | |

| 4.06 | | | | | | [Second Supplemental Indenture, dated as](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex401-secondsupplementalin.htm) [of](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex401-secondsupplementalin.htm) [May 5, 2023, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex401-secondsupplementalin.htm) | | | | | | 10-Q | | | 4.01 | | | May 10, 2023 | | | 001-39375 | | |

| 4.07+ | | | | | | [Third Supplemental Indenture, dated as of May 31, 2023, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex407-coherentthirdsupplem.htm) | | | | | | | | | | | | | | | | | |

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

| 10.02 | | | | | | [Amendment No. 1 to Credit Agreement, dated as of March 31, 2023, by and among Coherent Corp](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex1001-amendmentno1tocredi.htm)[., JPMorgan Chase Bank,](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex1001-amendmentno1tocredi.htm) [N.A., as administrative agent and collateral agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex1001-amendmentno1tocredi.htm) | | | | | | 10-Q | | | 10.1 | | | May 10, 2023 | | | 001-39375 | | |

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

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

| 10.24 | | | | | | [2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465921010194/tm2030872d3_ex10-6.htm) | | | | | | 10-K/A | | | 10.6 | | | February 1, 2021 | | | 001-33962 | | |

| 10.25 | | | | | | [Employment Agreement, dated October 3, 2012, by and between II-VI Incorporated and Giovanni Barbarossa](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1007_318.htm) | | | | | | 10-K | | | 10.07 | | | August 28, 2015 | | | 000-16195 | | |

| 10.26+ | | | | | | [Agreement, dated October 4, 2018, by and between II-VI Incorporated and Walter R. Bashaw II](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1026-bobbashawconsulting.htm) | | | | | | | | | | | | | | | | | |

| 10.29+ | | | | | | [Consulting Agreement, dated June 12, 2023, by and between Coherent Corp. and Mark Sobey](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1029-marksobeyconsulting.htm) | | | | | | | | | | | | | | | | | |

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

| 19.01+ | | | | | | [Coherent Corp. and its subsidiaries Insider Trading and Tipping Policy, effective September 25, 2018](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1901-insidertradingandti.htm) | | | | | | | | | | | | | | | | | |

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\+ Filed herewith

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

Identifies management contract or compensatory plans, contracts or arrangements required to be filed as an exhibit.

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

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

| Exhibit No. | | | | | | Description | | | | | | Location | | |

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

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

| 4.01 | | | | | | [Indenture, dated as of August 29, 2017, by and between II-IV Incorporated and U.S. Bank, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/820318/000119312517272012/d427946dex41.htm) | | | | | | Incorporated herein by reference to Exhibit 4.1 to II-VI’s Current Report on Form 8-K (File No. 000-16195) filed on November 14, 2017. | | |

| 4.04 | | | | | | Form of 6.00% Series A Mandatory Convertible Preferred Stock Certificate. | | | | | | Included in Exhibit 3.03. | | |

| 4.06 | | | | | | Form of 0.50% Convertible Senior Notes due 2029. | | | | | | Included in Exhibit 4.05. | | |

| 10.04 | | | | | | II-VI Incorporated Amended and Restated Employees’ Profit-Sharing Plan and Trust Agreement, as amended (P) | | | | | | Incorporated herein by reference to Exhibit 10.05 to II-VI’s Registration Statement on Form S-1 (File No. 33-16389). | | |

| 10.09 | | | | | | [Trust Under the II-VI Incorporated Deferred Compensation Plan*](https://www.sec.gov/Archives/edgar/data/820318/0000820318-96-000020.txt) | | | | | | Incorporated herein by reference is Exhibit 10.13 to II-VI’s Annual Report on Form 10-K (File No. 000-16195) for the fiscal year ended June 30, 1996. | | |

| 10.18 | | | | | | [Form of Restricted Share Award Agreement (3 year) under the II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459016028337/iivi-ex1005_352.htm) | | | | | | Incorporated herein by reference to Exhibit 10.05 to II-VI’s Quarterly Report on Form 10-Q (File No. 000-16195) for the quarter ended September 30, 2016. | | |

| 10.19 | | | | | | [Form of Restricted Share Unit Award Agreement under the II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459016028337/iivi-ex1007_354.htm) | | | | | | Incorporated herein by reference to Exhibit 10.07 to II-VI’s Quarterly Report on Form 10-Q (File No. 000-16195) for the quarter ended September 30, 2016. | | |

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

| 10.21 | | | | | | [II-VI Incorporated 2018 Employee Stock Purchase Plan*](https://www.sec.gov/Archives/edgar/data/820318/000119312518324694/d505039dex101.htm) | | | | | | Incorporated herein by reference to Exhibit 10.1 to II-VI’s Current Report on Form 8-K (File No. 000-16195) filed on November 13, 2018. | | |

| 10.24 | | | | | | [Form of Restricted Share Unit Settled In Shares Award Agreement under the II-VI Incorporated 2018 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1002_17.htm) | | | | | | Incorporated herein by reference to Exhibit 10.02 to II-VI’s Quarterly Report on Form 10-Q (File No. 000-16195) for the quarter ended December 31, 2018. | | |

| 10.25 | | | | | | [Form of Restricted Share Unit Settled In Cash Award Agreement under the II-VI Incorporated 2018 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1003_16.htm) | | | | | | Incorporated herein by reference to Exhibit 10.03 to II-VI’s Quarterly Report on Form 10-Q (File No. 000-16195) for the quarter ended December 31, 2018. | | |

| 10.26 | | | | | | [Form of Restricted Share Unit Settled In Shares Award Agreement under the II-VI Incorporated 2018 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1004_14.htm) | | | | | | Incorporated herein by reference to Exhibit 10.04 to II-VI’s Quarterly Report on Form 10-Q (File No. 000-16195) for the quarter ended December 31, 2018. | | |

| 10.27 | | | | | | [Form of Stock Appreciation Rights Agreement under the II-VI Incorporated 2018 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1005_15.htm) | | | | | | Incorporated herein by reference to Exhibit 10.05 to II-VI’s Quarterly Report on Form 10-Q (File No. 000-16195) for the quarter ended December 31, 2018. | | |

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

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

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

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

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

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

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

*Denotes management contract or compensatory plan, contract or arrangement.

(P)Denotes filed via paper copy.

The Registrant will furnish to the Commission upon request copies of any instruments not filed herewith which authorize the issuance of long-term obligations of the Registrant not in excess of 10% of the Registrant’s total assets on a consolidated basis.

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Vincent D. Mattera Jr. | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Mary Jane Raymond | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Joseph J. Corasanti | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Howard H. Xia | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Shaker Sadasivam | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Enrico Digirolamo | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Michael L. Dreyer | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Patricia Hatter | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ David L. Motley | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Stephen Pagliuca | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Lisa Neal-Graves | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Stephen A. Skaggs | | |

| Date: August [removed: 29, 2022] [added: 18, 2023] | | | | | | By: | | | | | | /s/ Sandeep S. Vij | | |

| | | | | | | COHERENT CORP. | | | | | | | | |

| Date: August 18, 2023 | | | | | | By: | | | | | | /s/ Vincent D. Mattera Jr. | | |

| | | | | | | II-VI INCORPORATED | | | | | | | | |

| Date: August 29, 2022 | | | | | | By: | | | | | | /s/ Francis J. Kramer | | |

| | | | | | | | | | | | | Francis J. Kramer | | |

| | | | | | | | | | | | | Chairman Emeritus of the Board | | |