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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________
FORM 10-Q
________________________________________________________________
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2024
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from                      to                     .
Commission File Number: 001-39375
________________________________________________________________
COHERENT CORP.
(Exact name of registrant as specified in its charter)
________________________________________________________________
Pennsylvania25-1214948
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
375 Saxonburg Boulevard16056
Saxonburg,PA(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code: 724-352-4455
N/A
(Former name, former address and former fiscal year, if changed since last report)
________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueCOHRNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act       
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
At February 3, 2025, 154,967,323 shares of Common Stock, no par value, of the registrant were outstanding.


COHERENT CORP.
INDEX
Page No.
Condensed Consolidated Balance Sheets – December 31, 2024 and June 30, 2024 (Unaudited)
Condensed Consolidated Statements of Earnings (Loss) – Three and Six Months Ended December 31, 2024 and 2023 (Unaudited)
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended December 31, 2024 and 2023 (Unaudited)
Condensed Consolidated Statements of Cash Flows – Six Months Ended December 31, 2024 and 2023 (Unaudited)
Condensed Consolidated Statements of Equity and Mezzanine Equity – Three and Six Months Ended December 31, 2024 and 2023 (Unaudited)

2

PART I - FINANCIAL INFORMATION
Item 1.    FINANCIAL STATEMENTS
Coherent Corp. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
($000)
December 31,
2024
June 30,
2024
Assets
Current Assets
Cash and cash equivalents$917,815 $926,033 
Restricted cash, current11,826 174,008 
Accounts receivable - less allowance for doubtful accounts of $8,226 at December 31, 2024 and $9,511 at June 30, 2024
891,789 848,542 
Inventories1,344,563 1,286,404 
Prepaid and refundable income taxes24,180 26,909 
Prepaid and other current assets307,269 398,203 
Total Current Assets3,497,442 3,660,099 
Property, plant & equipment, net1,889,578 1,817,259 
Goodwill4,391,055 4,464,329 
Other intangible assets, net3,313,680 3,503,247 
Deferred income taxes53,550 40,966 
Restricted cash, non-current739,001 689,645 
Other assets313,028 313,089 
Total Assets$14,197,334 $14,488,634 
Liabilities, Mezzanine Equity and Equity
Current Liabilities
Current portion of long-term debt$27,208 $73,770 
Accounts payable689,892 631,548 
Accrued compensation and benefits213,534 212,458 
Operating lease current liabilities41,008 40,580 
Accrued income taxes payable99,029 90,705 
Other accrued liabilities238,617 294,706 
Total Current Liabilities1,309,288 1,343,767 
Long-term debt3,832,694 4,026,448 
Deferred income taxes712,798 784,374 
Operating lease liabilities163,309 162,355 
Other liabilities214,031 225,411 
Total Liabilities6,232,120 6,542,355 
Mezzanine Equity
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 shares at December 31, 2024 and June 30, 2024; redemption value - $2,488,935 and $2,427,860, respectively
2,428,867 2,364,772 
Shareholders' Equity
Common stock, no par value; authorized - 300,000,000 shares; issued - 171,115,185 shares at December 31, 2024; 168,406,323 shares at June 30, 2024
4,957,079 4,857,657 
Accumulated other comprehensive income (loss) (AOCI)
(159,716)2,640 
Retained earnings730,117 664,940 
5,527,480 5,525,237 
Treasury stock, at cost; 16,171,190 shares at December 31, 2024 and 15,626,740 shares at June 30, 2024
(359,257)(315,122)
Total Coherent Corp. Shareholders’ Equity5,168,223 5,210,115 
Noncontrolling interests (NCI)368,124 371,392 
Total Equity5,536,347 5,581,507 
Total Liabilities, Mezzanine Equity and Equity$14,197,334 $14,488,634 
See Notes to Condensed Consolidated Financial Statements.
3

Coherent Corp. and Subsidiaries
Condensed Consolidated Statements of Earnings (Loss) (Unaudited)
($000, except per share data)

Three Months Ended
December 31,
20242023
Revenues$1,434,665 $1,131,434 
Costs, Expenses, and Other Expense (Income)
Cost of goods sold925,314 780,793 
Research and development143,852 111,163 
Selling, general and administrative220,612 209,163 
Restructuring charges (recoveries)8,021 (1,570)
Interest expense64,278 74,678 
Other income, net
(55,816)(5,386)
Total Costs, Expenses, & Other Expense
1,306,261 1,168,841 
Earnings (Loss) Before Income Taxes
128,404 (37,407)
Income Tax Expense (Benefit)
26,862 (8,932)
Net Earnings (Loss)
101,542 (28,475)
Net Loss Attributable to Noncontrolling Interests(1,843)(1,484)
Net Earnings (Loss) Attributable to Coherent Corp.103,385 (26,991)
Less: Dividends on Preferred Stock32,262 30,580 
Net Earnings (Loss) Available to the Common Shareholders
$71,123 $(57,571)
Basic Earnings (Loss) Per Share
$0.46 $(0.38)
Diluted Earnings (Loss) Per Share
$0.44 $(0.38)
See Notes to Condensed Consolidated Financial Statements.

4

Coherent Corp. and Subsidiaries
Condensed Consolidated Statements of Earnings (Loss) (Unaudited)
($000, except per share data)

Six Months Ended
December 31,
20242023
Revenues$2,782,800 $2,184,517 
Costs, Expenses, and Other Expense (Income)
Cost of goods sold1,813,317 1,526,981 
Research and development275,454 224,651 
Selling, general and administrative449,580 420,860 
Restructuring charges32,385 1,448 
Interest expense130,922 147,936 
Other income, net
(66,565)(11,655)
Total Costs, Expenses, & Other Expense
2,635,093 2,310,221 
Earnings (Loss) Before Income Taxes
147,707 (125,704)
Income Tax Expense (Benefit)
21,304 (29,695)
Net Earnings (Loss)
126,403 (96,009)
Net Loss Attributable to Noncontrolling Interests(2,869)(1,484)
Net Earnings (Loss) Attributable to Coherent Corp. 129,272 (94,525)
Less: Dividends on Preferred Stock64,095 60,753 
Net Earnings (Loss) Available to the Common Shareholders
$65,177 $(155,278)
Basic Earnings (Loss) Per Share
$0.42 $(1.03)
Diluted Earnings (Loss) Per Share
$0.41 $(1.03)
See Notes to Condensed Consolidated Financial Statements.

5

Coherent Corp. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
($000)
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Net Earnings (Loss)
$101,542 $(28,475)$126,403 $(96,009)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments(432,264)226,788 (141,990)118,885 
Change in fair value of interest rate instruments, net of taxes of $2,199 and $(2,198) for the three and six months ended December 31, 2024, respectively; and $(7,484) and $(6,616) for the three and six months ended December 31, 2023, respectively
(1,426)(27,329)(20,181)(24,391)
Pension adjustment, net of taxes of $0 for the three and six months ended December 31, 2024 and December 31, 2023
(429)57 (584)348 
Comprehensive Income (Loss)
(332,577)171,041 (36,352)(1,167)
Comprehensive Loss Attributable to Noncontrolling Interests(1,843)(1,484)(2,869)(1,484)
Foreign Currency Translation Adjustments Attributable to Noncontrolling Interests(950)1,065 (399)1,065 
Comprehensive Income (Loss) Attributable to Coherent Corp.$(329,784)$171,460 $(33,084)$(748)
See Notes to Condensed Consolidated Financial Statements.
6

Coherent Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
($000)
Six Months Ended December 31,
20242023
Cash Flows from Operating Activities
Net earnings (loss)
$126,403 $(96,009)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation128,627 132,210 
Amortization143,578 144,168 
Share-based compensation expense75,689 72,465 
Amortization of debt issuance costs10,418 8,803 
Non-cash restructuring charges18,370 2,639 
Loss on disposal of property, plant and equipment67 238 
Unrealized gains on foreign currency remeasurements and transactions
(9,529)(1,835)
Loss (earnings) from equity investments(501)301 
Deferred income taxes(59,618)(96,683)
Increase (decrease) in cash from changes in (net of effect of acquisitions):
Accounts receivable(38,849)53,428 
Inventories(66,521)(3,164)
Accounts payable48,020 62,998 
Contract liabilities(9,845)(31,451)
Income taxes8,821 26,877 
Accrued compensation and benefits1,076 11,175 
Other operating net assets (liabilities)(35,847)(20,189)
Net cash provided by operating activities340,359 265,971 
Cash Flows from Investing Activities
Additions to property, plant & equipment(197,667)(153,667)
Proceeds from the sale of business27,000  
Other investing activities(1,126)(1,978)
Net cash used in investing activities(171,793)(155,645)
Cash Flows from Financing Activities
Sale of shares to noncontrolling interests 1,000,000 
Payments on existing debt(250,210)(107,457)
Equity issuance costs (31,840)
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan29,234 16,143 
Payments in satisfaction of employees' minimum tax obligations(45,042)(17,566)
Other financing activities(455)(531)
Net cash provided by (used in) financing activities(266,473)858,749 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(23,137)14,049 
Net increase (decrease) in cash, cash equivalents, and restricted cash
(121,044)983,124 
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period1,789,686 837,566 
Cash, Cash Equivalents, and Restricted Cash at End of Period$1,668,642 $1,820,690 
Supplemental Information
Cash paid for interest$142,485 $159,538 
Cash paid for income taxes$66,367 $38,142 
Additions to property, plant & equipment included in accounts payable$74,368 $71,806 
Non-Cash Investing and Financing Activities
Conversion of Series A preferred stock to common stock$ $445,319 
See Notes to Condensed Consolidated Financial Statements.
7


The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows.

December 31,
20242023
Cash and cash equivalents$917,815 $856,255 
Restricted cash, current11,826 177,077 
Restricted cash, non-current739,001 787,358 
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows$1,668,642 $1,820,690 

8

Coherent Corp and Subsidiaries
Condensed Consolidated Statements of Equity and Mezzanine Equity (Unaudited)
($000, including share amounts)
Common StockPreferred StockAOCIRetained EarningsTreasury StockNCITotalMezzanine Equity
SharesAmountSharesAmountSharesAmountPref SharesAmount
Balance - June 30, 2024168,408 $4,857,657  $ $2,640 $664,940 (15,629)$(315,122)$371,392 $5,581,507 215 $2,364,772 
Share-based and deferred compensation2,136 56,015 — — — 3 (399)(29,923)— 26,095 — — 
Net earnings (loss)— — — — — 25,887 — — (1,026)24,861 — — 
Foreign currency translation adjustments— — — — 289,723 — — — 551 290,274 — — 
Change in fair value of interest rate instruments, net of taxes of $(4,397)
— — — — (18,755)— — — — (18,755)— — 
Pension adjustment, net of taxes of $0
— — — — (155)— — — — (155)— — 
Dividends— — — — — (31,833)— — — (31,833)— 31,833 
Balance - September 30, 2024170,544 $4,913,672  $ $273,453 $658,997 (16,028)$(345,045)$370,917 $5,871,994 215 $2,396,605 
Share-based and deferred compensation 571 43,407 — — — (3)(143)(14,212)— 29,192 — — 
Net earnings (loss)— — — — — 103,385 — — (1,843)101,542 — — 
Foreign currency translation adjustments— — — — (431,314)— — — (950)(432,264)— — 
Change in fair value of interest rate instruments, net of taxes of $2,199
— — — — (1,426)— — — — (1,426)— — 
Pension adjustment, net of taxes of $0
— — — — (429)— — — — (429)— — 
Dividends— — — — — (32,262)— — — (32,262)— 32,262 
Balance - December 31, 2024171,115 $4,957,079  $ $(159,716)$730,117 (16,171)$(359,257)$368,124 $5,536,347 215 $2,428,867 

Common StockPreferred StockAOCIRetained EarningsTreasury StockTotalMezzanine Equity
SharesAmountSharesAmountSharesAmountNCIPref SharesAmount
Balance - June 30, 2023154,721 $3,781,211 2,300 $445,319 $109,726 $944,416 (15,137)$(293,121)$ $4,987,551 215 $2,241,415 
Share-based and deferred compensation1,804 60,748 — — — — (366)(13,932)— 46,816 — — 
Conversion of Series A preferred stock10,240 445,319 (2,300)(445,319)— — — — —  — — 
Net loss— — — — — (67,534)— — — (67,534)— — 
Foreign currency translation adjustments— — — — (107,903)— — — — (107,903)— — 
Change in fair value of interest rate instruments, net of taxes of $868
— — — — 2,938 — — — — 2,938 — — 
Pension adjustment, net of taxes of $0
— — — — 291 — — — — 291 — — 
Dividends— — — — — (30,173)— — — (30,173)— 30,173 
Balance - September 30, 2023166,765 $4,287,278  $ $5,052 $846,709 (15,503)$(307,053)$ $4,831,986 215 $2,271,588 
Share-based and deferred compensation544 25,184 — — — — (47)(3,633)— 21,551 — — 
Net loss— — — — — (26,991)— — (1,484)(28,475)— — 
Foreign currency translation adjustments— — — — 225,723 — — — 1,065 226,788 — — 
Change in fair value of interest rate instruments, net of taxes of $(7,484)
— — — — (27,329)— — — — (27,329)— — 
Pension adjustment, net of taxes $0
— — — — 57 — — — — 57 — — 
Dividends— — — — — (30,580)— — — (30,580)— 30,580 
Sale of shares to noncontrolling interests, net of issuance costs and taxes— 473,614 — — 2,871 — — — 373,573 850,058 
Balance - December 31, 2023167,309 $4,786,076  $ $206,374 $789,138 (15,550)$(310,686)$373,154 $5,844,056 215 $2,302,168 
See Notes to Condensed Consolidated Financial Statements.
9

Coherent Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1.    Basis of Presentation
The condensed consolidated financial statements of Coherent Corp. (“Coherent”, the “Company”, “we”, “us” or “our”) for the three and six months ended December 31, 2024 and 2023 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included. All adjustments are of a normal recurring nature unless disclosed otherwise. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K dated August 16, 2024. The condensed consolidated results of operations for the three and six months ended December 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year. The Condensed Consolidated Balance Sheet information as of June 30, 2024 was derived from the Company’s audited consolidated financial statements.
Certain prior year amounts have been reclassified for consistency with the current year presentation.
Note 2.    Recently Issued Financial Accounting Standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In March 2024, the Securities and Exchange Commission (the “SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.” This ASU requires disclosure about specific types of expenses included in expense captions including purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for our annual disclosures starting in fiscal year 2028 and interim periods starting in fiscal year 2029. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Note 3.    Revenue from Contracts with Customers
We believe that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows.
10


The following tables summarize disaggregated revenue by market ($000):
Three Months Ended December 31, 2024Six Months Ended December 31, 2024
NetworkingMaterialsLasersTotalNetworkingMaterialsLasersTotal
Industrial$13,851 $126,381 $297,213 $437,445 $28,231 $246,027 $570,127 $844,385 
Communications792,862 30,237  823,099 1,532,018 65,372  1,597,390 
Electronics1,793 76,424 18 78,235 3,964 150,481 18 154,463 
Instrumentation7,407 10,433 78,046 95,886 14,572 19,022 152,968 186,562 
Total Revenues$815,913 $243,475 $375,277 $1,434,665 $1,578,785 $480,902 $723,113 $2,782,800 
Three Months Ended December 31, 2023Six Months Ended December 31, 2023
NetworkingMaterialsLasersTotalNetworkingMaterialsLasersTotal
Industrial$14,746 $137,128 $271,494 $423,368 $30,711 $270,331 $526,660 $827,702 
Communications499,350 20,984  520,334 945,624 34,236  979,860 
Electronics1,453 87,279  88,732 3,177 175,344  178,521 
Instrumentation8,686 8,287 82,027 99,000 17,572 18,407 162,455 198,434 
Total Revenues$524,235 $253,678 $353,521 $1,131,434 $997,084 $498,318 $689,115 $2,184,517 
Contract Liabilities
Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Contract liabilities generally relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue when the performance obligations have been satisfied. During the six months ended December 31, 2024, we recognized revenue of $41 million related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2024. We had $65 million of contract liabilities recorded in the Condensed Consolidated Balance Sheet as of December 31, 2024. As of December 31, 2024, $52 million of contract liabilities is included within Other accrued liabilities, and $13 million is included within Other liabilities on the Condensed Consolidated Balance Sheet.
Note 4.    Inventories
The components of inventories were as follows ($000):
December 31,
2024
June 30,
2024
Raw materials$386,472 $429,888 
Work in progress730,085 620,575 
Finished goods228,006 235,941 
Total inventories$1,344,563 $1,286,404 
Note 5.    Property, Plant and Equipment
Property, plant and equipment consists of the following ($000):
December 31,
2024
June 30,
2024
Land and improvements$65,482 $66,156 
Buildings and improvements783,840 774,991 
Machinery and equipment2,127,757 2,034,310 
Construction in progress482,502 398,884 
Finance lease right-of-use asset25,000 25,000 
3,484,581 3,299,341 
Less accumulated depreciation and amortization(1,595,003)(1,482,082)
Property, plant, and equipment, net$1,889,578 $1,817,259 
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Note 6.    Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill were as follows ($000):
Six Months Ended December 31, 2024
NetworkingMaterials LasersTotal
Balance-beginning of period$1,036,592 $245,983 $3,181,754 $4,464,329 
Foreign currency translation(460)992 (73,806)(73,274)
Balance-end of period$1,036,132 $246,975 $3,107,948 $4,391,055 
We test goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that fair value is below carrying value.
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill were as follows ($000):
December 31, 2024June 30, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book Value
Technology$1,635,502 $(452,308)$1,183,194 $1,653,289 $(394,040)$1,259,249 
Trade Names438,470 (8,470)430,000 438,470 (8,470)430,000 
Customer Lists2,270,524 (572,069)1,698,455 2,310,550 (498,252)1,812,298 
Backlog and Other87,459 (85,428)2,031 88,792 (87,092)1,700 
Total$4,431,955 $(1,118,275)$3,313,680 $4,491,101 $(987,854)$3,503,247 
Note 7.    Debt
The components of debt as of the dates indicated were as follows ($000):
December 31,
2024
June 30,
2024
Term A Facility, interest at adjusted SOFR, as defined, plus 1.850%
$679,375 $775,625 
Debt issuance costs, Term A Facility and Revolving Credit Facility(10,600)(13,586)
Term B Facility, interest at adjusted SOFR, as defined, plus 2.500%
2,232,358 2,384,536 
Debt issuance costs, Term B Facility(42,882)(49,835)
1.30% Term loan
 335 
Facility construction loan in Germany17,110 19,082 
5.000% Senior Notes
990,000 990,000 
Debt issuance costs and discount, Senior Notes(5,459)(5,939)
Total debt3,859,902 4,100,218 
Current portion of long-term debt(27,208)(73,770)
Long-term debt, less current portion$3,832,694 $4,026,448 
Senior Credit Facilities
On July 1, 2022 (the “Closing Date”), Coherent entered into a Credit Agreement by and among the Company, as borrower (in such capacity, the “Borrower”), the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”) maturing July 1, 2027, with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” maturing July 1, 2029 and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility”) maturing July 1, 2027, in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at adjusted SOFR plus 1.85% as of December 31, 2024. On April 2, 2024, Coherent entered into Amendment No. 2 to the Credit Agreement, under
12

which the principal amount of term B loans outstanding under the Credit Agreement (the “Existing Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B Loans”) having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. As further amended, the New Term B Loans bear interest at a SOFR rate (subject to a 0.50% floor) plus 2.50% as of December 31, 2024. The maturity of the New Term Loans and revolving credit facility remains unchanged. Debt extinguishment costs related to the replacement of the Existing Term B Loans of $2 million were expensed in Other income, net in the Condensed Consolidated Statement of Earnings (Loss) during the quarter ended June 30, 2024. On January 2, 2025, Coherent entered into Amendment No. 3 to the Credit Agreement, under which the principal amount of term B loans outstanding under the Credit Agreement (the “New Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B-2 Loans”) having substantially similar terms as the New Term B Loans, except with respect to the interest rate applicable to the New Term B-2 Loans and certain other provisions. As further amended, the New Term B-2 Loans will bear interest at a SOFR rate (subject to a 0.50% floor) plus 2.00% as of January 2, 2025. The maturity of the New Term B-2 Loans and revolving credit facility remains unchanged.
In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs and the benefit of the interest rate cap and swap, of $52 million and $106 million in the three and six months ended December 31, 2024, respectively, and $62 million and $122 million in the three and six months ended December 31, 2023, respectively, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which together with our interest rate swap (through September 30, 2024), reduced interest expense by $7 million and $21 million during the three and six months ended December 31, 2024, respectively, and $12 million and $23 million in the three and six months ended December 31, 2023, respectively. The amortization of debt issuance costs included in interest expense was $4 million and $9 million in the three and six months ended December 31, 2024, respectively, and $5 million and $8 million in the three and six months ended December 31, 2023, respectively. Debt issuance costs are presented as a reduction to debt within the Long-term debt caption in the Condensed Consolidated Balance Sheets.
On the Closing Date, the Borrower and certain of its direct and indirect subsidiaries provided a guaranty of all obligations of the Borrower and the other loan parties under the Credit Agreement and the other loan documents, secured cash management agreements and secured hedge agreements with the lenders and/or their affiliates (subject to certain exceptions). The Borrower and the other guarantors have also granted a security interest in substantially all of their assets to secure such obligations.
As of December 31, 2024, the Company was in compliance with all covenants under the Term Facilities.
Debt Assumed through Acquisition
We assumed the remaining balances of three term loans with the closing of the acquisition of Coherent, Inc. The aggregate principal amount outstanding is $17 million as of December 31, 2024. The term loans assumed consisted of the following: (i) 1.3% Term Loan (repaid prior to December 31, 2024), (ii) 1.0% State of Connecticut Term Loan due 2023 (repaid in fiscal 2023), and (iii) Facility construction loan in Germany. For the Facility construction loan, on December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, which were drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. The term of the loan is 10 years, and borrowings bear interest at 1.55% per annum. Payments are made quarterly.
5.000% Senior Notes due 2029
On December 10, 2021, the Company issued $990 million aggregate principal amount of Senior Notes pursuant to the indenture, dated as of December 10, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its obligations under the Senior Credit Facilities. Interest on the Senior Notes is payable on December 15 and June 15 of each year, commencing on June 15, 2022, at a rate of 5.000% per annum. The Senior Notes will mature on December 15, 2029.
On or after December 15, 2024, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2024, the Company had the ability to (but did not) redeem the Senior Notes, at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus a “make-whole” premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Notwithstanding the foregoing, at any time and from time to time prior to December 15, 2024, the Company had the ability to (but did not) redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds of certain equity offerings as set forth in the Indenture, at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
13

In relation to the Senior Notes, the Company incurred interest expense of $13 million and $25 million in the three and six months ended December 31, 2024, respectively, and $13 million and $25 million in the three and six months ended December 31, 2023, respectively, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss).
The Indenture contains customary covenants and events of default, including default relating to, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. As of December 31, 2024, the Company was in compliance with all covenants under the Indenture.
Aggregate Availability
The Company had aggregate availability of $319 million under its Revolving Credit Facility as of December 31, 2024.
Note 8.    Income Taxes
The Company’s year-to-date effective income tax rate was 14% at December 31, 2024 compared to 24% for the period ending December 31, 2023. The difference between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily due to a discrete benefit relating to share-based compensation and tax rate differentials between U.S. and foreign jurisdictions.
U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2024 and June 30, 2024, the Company’s gross unrecognized tax benefit, excluding interest and penalties, was $115 million and $117 million, respectively. The Company has classified the uncertain tax positions as non-current income tax liabilities, as the amounts are not expected to be paid within one year. Due to the U.S. valuation allowance, a large portion of the gross unrecognized tax benefit will not impact the tax rate if recognized. As of December 31, 2024, $19 million of the gross unrecognized tax benefit would impact the effective tax rate if recognized. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision in the Condensed Consolidated Statements of Earnings (Loss). The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $9 million and $7 million at December 31, 2024 and June 30, 2024, respectively.
Fiscal years 2018 and 2020 to 2023 remain open to examination by the Internal Revenue Service, fiscal years 2019 to 2023 remain open to examination by certain state jurisdictions, and fiscal years 2012 to 2023 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in Vietnam for the years ended June 30, 2017 through September 30, 2021; Singapore for the year ended September 30, 2020; Spain for the years ended September 30, 2020 through September 30, 2022; Malaysia for the years ended June 30, 2021 through June 30, 2023; and Germany for the years ended June 30, 2012 through June 30, 2021. The Company believes its income tax reserves for these tax matters are adequate.
Note 9.    Leases
We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating.
Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance lease assets are recorded in Property, plant and equipment, net, and finance lease liabilities within Other accrued liabilities and Other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term.
Operating leases are leases that do not qualify as finance leases and are recorded in Other assets and Operating lease liabilities, current and non-current on our Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.
Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and include it in the initial measurement of our leased assets and corresponding liabilities. Our lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option.
14


Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.
The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended December 31, 2024Six Months Ended
December 31, 2024
Finance lease cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities240 486 
Total finance lease cost657 1,319 
Operating lease cost14,095 28,354 
Total lease cost$14,752 $29,673 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$240 $246 
Operating cash flows from operating leases13,918 27,572 
Financing cash flows from finance leases425 462 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.0
Operating leases6.7
Weighted-Average Discount Rate
Finance leases5.6 %
Operating leases7.0 %
Three Months Ended
December 31, 2023
Six Months Ended
December 31, 2023
Finance Lease Cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities263 531 
Total finance lease cost$680 $1,364 
Operating lease cost12,764 25,707 
Total lease cost$13,444 $27,071 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$263 $531 
Operating cash flows from operating leases12,264 24,539 
Financing cash flows from finance leases384 763 
Note 10.    Equity and Redeemable Preferred Stock
As of December 31, 2024, the Company’s amended and restated articles of incorporation authorize our board of directors, without the approval of our shareholders, to issue 5 million shares of our preferred stock. As of December 31, 2024, 2.3 million shares of mandatory preferred convertible shares have been authorized, none are outstanding; 75,000 shares of Series B-1 convertible preferred stock, no par value, have been issued and are outstanding; and 140,000 shares of Series B-2 convertible preferred stock, no par value, have been issued and are outstanding.
Mandatory Convertible Preferred Stock
In July 2020, the Company issued 2.3 million shares of Mandatory Convertible Preferred Stock.
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All outstanding shares of Mandatory Convertible Preferred Stock were converted to 10,240,290 shares of Company Common Stock on July 3, 2023, at a conversion ratio of 4.4523, and no shares of Mandatory Convertible Preferred Stock are currently issued and outstanding.
Series B Convertible Preferred Stock
In March 2021, the Company issued 75,000 shares of Series B-1 Convertible Preferred Stock, no par value per share (“Series B-1 Preferred Stock”), for $10,000 per share, resulting in an aggregate purchase price of $750 million. On July 1, 2022, the Company issued 140,000 shares of Series B-2 Convertible Preferred Stock, no par value per share (“Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), for $10,000 per share and an aggregate purchase price of $1.4 billion.
The shares of Series B Preferred Stock are convertible into shares of Coherent Common Stock as follows:
at the election of the holder, at an initial conversion price of $85 per share (as it may be adjusted from time to time, the “Conversion Price”) upon the delivery by Coherent to the holders of the Series B Preferred Stock of an offer to repurchase the Series B-1 Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock as defined below); and
at the election of the Company, any time following March 31, 2024 and July 1, 2025 for the Series B-1 and B-2 Preferred Stock, respectively, at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days.
The issued shares of Series B Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock, on an as-converted basis, subject to limited exceptions.
On or at any time after March 31, 2031 and July 1, 2032 for the Series B-1 and B-2 Preferred Stock, respectively:
each holder has the right to require the Company to redeem all of their Coherent Series B Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and
the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B Preferred Stock outstanding, for cash, at the Redemption Price.
In connection with any Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock), and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively.
If the Company defaults on a payment obligation with respect to the Series B Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum.
The Series B Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity.
The Series B Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings (Loss) Available to Common Shareholders.
Preferred stock dividends are presented as a reduction to Retained earnings on the Condensed Consolidated Balance Sheets.
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The following table presents dividends per share and dividends recognized:
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Dividends per share$150 $142 $298 $283 
Dividends ($000)30,727 29,235 61,075 58,109 
Deemed dividends ($000)1,535 1,345 3,020 2,644 
Note 11.    Noncontrolling Interests
On December 4, 2023, Silicon Carbide LLC (“Silicon Carbide”), one of the Company’s subsidiaries, completed (i) the sale of 16,666,667 Class A Common Units to Denso Corporation (“Denso”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and Denso and (ii) the sale of 16,666,667 Class A Common units to Mitsubishi Electric Corporation (“MELCO”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and MELCO (collectively, the “Equity Investments”).
As a consequence of the Equity Investments, the Company’s ownership interest in the Class A Common Units of Silicon Carbide LLC was reduced to approximately 75%. Denso and MELCO each, individually, own approximately 12.5% of the Class A Common Units of Silicon Carbide.
The Equity Investments in Silicon Carbide enables Coherent to increase its available free cash flow to provide greater financial and operational flexibility to execute its capital allocation priorities, as the aggregate $1 billion investment, net of transaction costs, will be used to fund future capital expansion of Silicon Carbide.
The following table presents the activity in noncontrolling interests in Silicon Carbide ($000s):
Six Months Ended December 31,
20242023
Balance-beginning of period$371,392 $ 
Sale of shares to noncontrolling interests
 373,573 
Share of foreign currency translation adjustments(399)1,065 
Net loss(2,869)(1,484)
Balance-end of period$368,124 $373,154 
Note 12.    Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. The dilutive effect of equity awards is calculated based on the average stock price for each fiscal period, using the treasury stock method. For the three and six months ended December 31, 2024, diluted shares outstanding include the dilutive effect of the potential shares of Coherent Common Stock issuable from performance and restricted shares. For the three and six months ended December 31, 2023, as the Company was in a net loss position, there were no dilutive shares.
Potentially dilutive shares whose effect would have been anti-dilutive are excluded from the computation of diluted earnings (loss) per common share. For the three and six months ended December 31, 2024, diluted earnings per share excluded the potentially dilutive effect of the shares of Coherent Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive. For the three and six months ended December 31, 2023, diluted earnings (loss) per share excluded the potentially dilutive effect of the performance and restricted shares, calculated based on the average stock price for each fiscal period, using the treasury stock method, as well as the shares of Coherent Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive.
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The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (000, except per share data):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Numerator
Net earnings (loss) attributable to Coherent Corp.$103,385 $(26,991)$129,272 $(94,525)
Deduct Series B dividends and deemed dividends(32,262)(30,580)(64,095)(60,753)
Basic earnings (loss) available to common shareholders$71,123 $(57,571)$65,177 $(155,278)
Diluted earnings (loss) available to common shareholders$71,123 $(57,571)$65,177 $(155,278)
Denominator
Weighted average shares154,767 151,564 154,197 150,946 
Effect of dilutive securities:
Common stock equivalents5,222  5,078  
Diluted weighted average common shares159,989 151,564 159,275 150,946 
Basic earnings (loss) per common share$0.46 $(0.38)$0.42 $(1.03)
Diluted earnings (loss) per common share$0.44 $(0.38)$0.41 $(1.03)
The following table presents potential shares of common stock excluded from the calculation of diluted net earnings (loss) per share, as their effect would have been anti-dilutive (000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Common stock equivalents 1,956 5 2,146 
Series B Convertible Preferred Stock28,920 27,516 28,741 27,346 
Total anti-dilutive shares28,920 29,472 28,746 29,492 
Note 13.    Segment Reporting
The Company reports its business segments using the “management approach” model for segment reporting. This means that we determine our reportable business segments based on the way the chief operating decision-maker (“CODM”) analyzes business segments within the Company for making operating decisions and assessing financial performance.
We report our financial results in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers. Our CODM receives and reviews financial information based on these three segments. During the first quarter of fiscal 2025 as a result of a new CEO joining the Company in the fourth quarter of fiscal 2024, our CODM implemented changes in the measure he uses to allocate resources and assess performance. Our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of operating income, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment. Segment profit includes operating expenses directly managed by operating segments, including research and development, direct sales, marketing and administrative expenses. Segment profit does not include share-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring charges, and certain other charges. Additionally, effective the first quarter of fiscal 2025, we no longer allocate Corporate strategic research and development, strategic marketing and sales expenses and shared general and administrative expenses, as these expenses are not directly attributable to our operating segments. The segments are managed separately due to the market, production requirements and facilities unique to each segment. The accounting policies are consistent across each segment. Effective the first quarter of fiscal 2025, we no longer allocate corporate assets to the segments.
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Comparative prior period segment information has been recast to conform to the new segment profitability measure. The change in our operating segment measure had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.
The following table summarizes selected financial information of our operations by segment and reconciles segment profit to consolidated earnings (loss) before income taxes for the periods presented ($000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Segment revenue
Networking$815,913 $524,235 1,578,785 997,084 
Materials243,475 253,678 480,902 498,318 
Lasers375,277 353,521 723,113 689,115 
Total segment revenue1,434,665 1,131,434 2,782,800 2,184,517 
Intersegment revenue
Networking12,584 9,979 27,011 22,866 
Materials119,122 96,042 251,290 183,784 
Lasers2,318 1,205 3,882 1,844 
Unallocated(134,024)(107,226)(282,183)(208,494)
Total intersegment revenue    
Segment profit
Networking153,269 95,350 289,175 156,063 
Materials74,117 56,220 165,225 106,322 
Lasers87,520 62,548 151,259 108,241 
Total segment profit314,906 214,118 605,659 370,626 
Unallocated Corporate items
Corporate and centralized function costs (1)
(49,959)(61,669)(123,061)(107,204)
Share-based compensation(41,012)(27,252)(76,490)(71,776)
Restructuring costs (2)
(8,021)1,570 (32,385)(1,448)
Integration, site consolidated and other costs (3)
(7,332)(23,376)(18,081)(35,454)
Amortization of intangibles(71,716)(71,507)(143,578)(144,168)
Interest expense(64,278)(74,678)(130,922)(147,936)
Other (income) expense, net55,816 5,387 66,565 11,656 
Earnings (loss) before income taxes$128,404 $(37,407)$147,707 $(125,704)
Expenditures for property, plant, and equipment
Networking$70,211 $36,374 $118,897 $53,867 
Materials30,703 54,511 64,499 95,023 
Lasers4,769 585 14,271 4,777 
Total expenditures for property, plant, and equipment$105,683 $91,470 $197,667 $153,667 
(1)We do not allocate corporate and centralized function costs that are not directly attributable to our operating segments.
(2)See Note 17. Restructuring Plan for further information.
(3)Integration and site consolidation costs in the three and six months ended December 31, 2024 includes $4 million and $15 million, respectively, in consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, and $3 million and $2 million, respectively, of employee severance and retention costs related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan. Integration and site consolidation costs in the three and six months ended December 31, 2023
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primarily include $16 million and $23 million, respectively, in consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, and $4 million and $6 million, respectively, of employee severance and retention costs related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan.
The following table summarizes segment assets ($000):
Segment assets and reconciliation to total assetsDecember 31,
2024
June 30,
2024
Networking$3,545,700 $3,472,866 
Materials2,862,533 3,017,858 
Lasers7,062,988 7,361,731 
Corporate and shared services726,113 636,179 
Total assets$14,197,334 $14,488,634 
Note 14.    Share-Based Compensation
Stock Award Plans
The Company’s Board of Directors amended and restated the Coherent Corp. Omnibus Incentive Plan and the Company’s shareholders approved such amendment and restatement at the Annual Meeting in November 2024 (as amended and restated, the “Plan”). The Plan was originally approved by the Company's shareholders at the Annual Meeting in November 2018, and was subsequently amended, restated and approved by the Company’s shareholders at the Annual Meetings held in November 2020 and November 2023. The Plan provides for the grant of stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance units to employees (including officers), consultants and directors of the Company.
On June 3, 2024, the Board of Directors granted 147,214 restricted stock units vesting over three years from date of grant and 694,007 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CEO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
On October 11, 2024, the Board of Directors granted 15,902 and 63,154 restricted stock units vesting over three years and two years, respectively, from date of grant and 118,853 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CFO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
The Company has an Employee Stock Purchase Plan whereby eligible employees may authorize payroll deductions (subject to certain limitations) of up to 15% (or such lesser amount as may be determined by the plan administrator) of their wages and base salary to purchase shares at an amount which will not be less than 85% of the lower of (i) the fair market value of the common stock on the first trading day of the offering period and (ii) the fair market value of the common stock on the last trading day of the approximately six-month offering period.
Share-based compensation expense for the periods indicated was as follows ($000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Stock Options and Cash-Based Stock Appreciation Rights$166 $803 $583 $(254)
Restricted Share Awards and Cash-Based Restricted Share Unit Awards23,881 20,923 47,650 51,988 
Performance Share Awards and Cash-Based Performance Share Unit Awards14,757 2,985 23,749 13,830 
Employee Stock Purchase Plan2,208 2,541 4,508 6,212 
$41,012 $27,252 $76,490 $71,776 

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Note 15.    Fair Value of Financial Instruments
The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. We estimate fair value of our financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:
Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.
We had entered into an interest rate swap agreement, effective November 24, 2019, with a notional amount of $1,075 million to limit the exposure to our variable interest rate debt by effectively converting it to a fixed interest rate. Through February 28, 2023, we received payments based on the one-month LIBOR and made payments based on a fixed rate of 1.52%. We received payments with a floor of 0.00%. The initial notional amount of the interest rate swap decreased to $825 million in June 2022, and remained at that amount through its expiration on September 24, 2024. On March 20, 2023, we amended our $825 million interest rate swap (“Amended Swap”), effective as of February 28, 2023, to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. Under the Amended Swap, we received payments based on the one-month SOFR and made payments based on a fixed rate of 1.42%. Through its expiration on September 24, 2024, we received payments with a floor of 0.10%. We designated this instrument as a cash flow hedge, and deemed the hedge relationship effective at inception of the contract and the amended contract.
The interest rate swap expired on September 30, 2024. The fair value of the interest rate swap of $8 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets as of June 30, 2024. Changes in fair value were recorded within AOCI on the Condensed Consolidated Balance Sheets and reclassified into the Condensed Consolidated Statements of Earnings (Loss) as interest expense in the period in which the underlying transaction affected earnings. Cash flows from hedging activities were reported in the Condensed Consolidated Statements of Cash Flows in the same classification as the hedged item, as a component of cash flows from operations. The fair value of the interest rate swap was determined using widely accepted valuation techniques and reflected the contractual terms of the interest rate swap including the period to maturity, and while there were no quoted prices in active markets, it used observable market-based inputs, including interest rate curves. The fair value analysis also considered a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The interest rate swap was classified as a Level 2 item within the fair value hierarchy.
On February 23, 2022, we entered into an interest rate cap (the “Cap”) with an effective date of July 1, 2023. On March 20, 2023, we amended the Cap to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. The Cap manages our exposure to interest rate movements on a portion of our floating rate debt. The Cap provides us with the right to receive payment if one-month SOFR exceeds 1.92%. Beginning in July 2023, we began to pay a fixed monthly premium based on an annual rate of 0.853% for the Cap. The Cap will carry a notional amount ranging from $500 million to $1,500 million. On September 1, 2024, we increased the notional amount from $500 million to $1,500 million. The fair value of the interest rate cap of $32 million and $50 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets and Other assets as of December 31, 2024 and June 30, 2024, respectively.
The Cap, as amended, is designed to mirror the terms of the Credit Agreement as amended on March 31, 2023. We designated the Cap as a cash flow hedge of the variability of the SOFR based interest payments on the Term Facilities. Every period over the life of the hedging relationship, the entire change in fair value related to the hedging instrument will first be recorded within Accumulated other comprehensive income (loss). Amounts accumulated in accumulated other comprehensive income (loss) are reclassified into interest expense in the same period or periods in which interest expense is recognized on the Credit Agreement, or its direct replacement. The fair value of the Cap is determined using widely accepted valuation techniques and reflects the contractual terms of the Cap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The Cap is classified as a Level 2 item within the fair value hierarchy.
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We estimated the fair value of the Senior Notes, Term A Facility and Term B Facility (“Debt Facilities”) based on quoted market prices as of the last trading day prior to December 31, 2024; however, the Debt Facilities have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Debt Facilities could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. The carrying values of the Debt Facilities are net of unamortized discount and issuance costs. See Note 7. Debt for details on the Company’s debt facilities.
The fair value and carrying value of the Debt Facilities were as follows ($000):
December 31, 2024June 30, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Senior Notes$947,093 $984,541 $938,193 $984,061 
Term A Facility682,772 672,923 777,564 762,039 
Term B Facility2,249,101 2,189,476 2,390,497 2,334,701 
Our borrowings, including our lease obligations and the Debt Facilities, are considered Level 2 among the fair value hierarchy.
Cash and cash equivalents are considered Level 1 among the fair value hierarchy and approximate fair value because of the short-term maturity of those investments.
At December 31, 2024, total restricted cash of $751 million includes $748 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $3 million of cash restricted for other purposes in other entities. At June 30, 2024, total restricted cash of $864 million includes $858 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $5 million of cash restricted for other purposes in other entities. The restricted cash is invested in money market accounts and time deposits, with maturities of one year or less, that are held-to-maturity, are considered Level 1 among the fair value hierarchy and approximate fair value. Restricted cash that is expected to be spent and released from restriction after 12 months is classified as non-current on the Condensed Consolidated Balance Sheets.
We, from time to time, purchase foreign currency forward exchange contracts that permit us to sell specified amounts of these foreign currencies for pre-established U.S. dollar amounts at specified dates that represent assets or liabilities on the balance sheets of certain subsidiaries. These contracts are entered into for the purpose of limiting translational exposure to changes in currency exchange rates and which otherwise would expose our earnings, on the revaluation of our aggregate net assets or liabilities in respective currencies, to foreign currency risk. At December 31, 2024, we had no foreign currency forward contracts. The fair values of these instruments, when outstanding, are measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Realized gains related to these contracts for the three and six months ended December 31, 2024 were zero and $16 million, respectively, and realized gains related to these contracts for the three and six months ended December 31, 2023 were $14 million and $3 million, respectively, were included in Other income, net in the Condensed Consolidated Statements of Earnings (Loss).
Note 16.    Accumulated Other Comprehensive Income (Loss)
The changes in AOCI by component, net of tax, for the six months ended December 31, 2024 were as follows ($000):
Foreign
Currency
Translation
Adjustment
Interest Rate InstrumentsDefined
Benefit
Pension Plan
Total
Accumulated Other
Comprehensive
Income (Loss)
AOCI - June 30, 2024
$(26,092)$35,916 $(7,184)$2,640 
Other comprehensive loss before reclassifications(141,591)(1,695)(584)(143,870)
Amounts reclassified from AOCI (18,486) (18,486)
Net current-period other comprehensive loss(141,591)(20,181)(584)(162,356)
AOCI - December 31, 2024$(167,683)$15,735 $(7,768)$(159,716)
Note 17.    Restructuring Plan
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.
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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. We evaluate restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations (ASC 420), and ASC 712, Compensation-Nonretirement Post-Employment Benefits (ASC 712).
In the three months ended December 31, 2024, these activities resulted in $8 million of charges primarily for site move costs, employee termination costs and accelerated depreciation. In the six months ended December 31, 2024, these activities resulted in $32 million of charges primarily for impairment losses associated with the sale of our Newton Aycliffe business, accelerated depreciation, employee termination and site move costs. In the three months ended December 31, 2023, these activities resulted in $2 million of net recoveries primarily for adjustments to employee termination costs partially offset by acceleration of depreciation and site move costs. In the six months ended December 31, 2023, these activities resulted in $1 million of charges primarily for employee termination costs as well as site move costs, write-off of property and equipment and acceleration of depreciation. 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.
Activity and accrual balances for the Restructuring Plan were as follows for the first two quarters of fiscal 2024 and 2023 ($000):
Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2024$51,061 $ $ $51,061 
Restructuring charges (recoveries)(455)15,970 8,850 24,365 
Payments(6,796)  (6,796)
Asset write-offs and other (15,970)(8,850)(24,820)
Balance - September 30, 202443,810 $ $ $43,810 
Restructuring charges 2,882  5,139 8,021 
Payments(752)  (752)
Asset write-offs and other(1,609) (5,139)(6,748)
Balance - December 31, 2024$44,331 $ $ $44,331 

Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2023$64,379 $ $ $64,379 
Restructuring charges 2,050 269 699 3,018 
Payments(7,930)  (7,930)
Asset write-offs and other (269)(699)(968)
Balance - September 30, 202358,499   58,499 
Restructuring charges (recoveries)(4,848)54 3,224 (1,570)
Payments(2,103)  (2,103)
Asset write-offs and other (54)(3,224)(3,278)
Balance - December 31, 2023$51,548 $ $ $51,548 
At December 31, 2024, $12 million and $32 million of accrued severance related costs were included in other accrued liabilities and other liabilities, respectively, and are expected to result in cash expenditures through fiscal 2028. The current and prior year severance related net charges are primarily comprised of accruals for severance and pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712. The prior year severance related net recoveries are primarily comprised of adjustments to accruals for severance pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712.
By segment, for the three and six months ended December 31, 2024, $3 million and $26 million, respectively, of restructuring costs were incurred in the Materials segment, $3 million and $4 million, respectively, of restructuring costs were incurred in the Networking segment, and $2 million of restructuring costs were incurred in both periods in the Lasers segment. By segment, for the three and six months ended December 31, 2023, $2 million and $7 million, respectively, of restructuring costs were incurred in the Materials segment, partially offset by $3 million and $5 million, respectively, of restructuring recoveries in the
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Networking segment. Restructuring charges and recoveries are recorded in Restructuring Charges (Recoveries) in our Condensed Consolidated Statements of Earnings (Loss).
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Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of Coherent’s financial statements with a narrative from the perspective of management. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes included under Item 1 of this quarterly report. Coherent’s MD&A is presented in the following sections:
Forward-Looking Statements
Overview
Restructuring and Site Consolidation
Critical Accounting Estimates
Results of Operations
Liquidity and Capital Resources
Forward-looking statements in Item 2 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to Part II Item 1A for discussion of these risks and uncertainties).
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q are forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding projected growth rates, markets, product development, financial position, capital expenditures and foreign currency exposure. Forward-looking statements are also identified by words such as “expects,” “anticipates,” “intends,” “believes,” “plans,” “projects” or similar expressions.
Although our management considers the expectations and assumptions on which the forward-looking statements in this Quarterly Report on Form 10-Q are based to have a reasonable basis, there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to: (i) the failure of any one or more of the expectations or assumptions on which such forward-looking statements are based to prove to be correct; and (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in Item 1A in this Quarterly Report on Form 10-Q, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and in the Company's other reports filed with the Securities and Exchange Commission. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.
In addition, we operate in a highly competitive and rapidly changing environment; new risk factors can arise, and it is not possible for management to anticipate all such risk factors, or to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are based only on information currently available to us and speak only as of the date of this Report. We do not assume any obligation, and do not intend, to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the securities laws. Investors should, however, consult any further disclosures of a forward-looking nature that the Company may make in its subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other disclosures filed with or furnished to the SEC.
Investors should also be aware that, while the Company does communicate with securities analysts from time to time, such communications are conducted in accordance with applicable securities laws. Investors should not assume that the Company agrees with any statement, conclusion of any analysis, or report issued by any analyst irrespective of the content of the statement or report.
Overview
Coherent Corp. (“Coherent”, the “Company,” “we,” “us” or “our”), a global leader in materials, networking, and lasers, is a vertically integrated manufacturing company that develops, manufactures and markets engineered materials, optoelectronic components and devices, and lasers for use in the industrial, communications, electronics, and instrumentation markets. Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide. Coherent produces a wide variety of lasers, along with application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to enable its customers.
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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 externally-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 our end markets.
As we grow, we are focused on scaling our Company and deriving the continued benefits of vertical integration as we strive to be a best-in-class player in all of our highly competitive markets. We may elect to change the way in which we operate or are organized in the future to enable the most efficient implementation of our strategy.
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 three and six months ended December 31, 2024, these activities resulted in charges of $8 million and $32 million, respectively. The current quarter costs are primarily for site move costs, employee termination costs and accelerated depreciation and the current year-to-date costs are primarily for impairment losses associated with the sale of our Newton Aycliffe business, accelerated depreciation, employee termination costs and site move costs. In fiscal 2024, these activities resulted in charges of $27 million, primarily for accelerated depreciation, the write-off of property and equipment, and site move costs. In fiscal 2023, these activities resulted in $119 million of charges primarily for employee termination costs, 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. See Note 17. Restructuring Plan to the Company’s Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for further information.
Synergy and Site Consolidation Plan
On May 20, 2023, the Company announced that it had accelerated some of the actions planned as part of its multi-year synergy and site consolidation efforts following the acquisition of Coherent, Inc., including site consolidations and relocations to lower cost sites. These relocations and other actions resulted 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 three and six months ended December 31, 2024, the acceleration of these activities resulted in $7 million and $11 million, respectively, of charges primarily for employee termination costs, overlapping labor related to transition of manufacturing operations to other sites and shut down costs. In fiscal 2024, the acceleration of these activities resulted in $40 million of charges primarily for overlapping labor related to transition of manufacturing operations to other sites, shut down costs for sites being exited, accelerated depreciation and employee termination costs, with $9 million and $16 million, respectively, of those charges in the three and six months ended December 31, 2023. In fiscal 2023, the acceleration of these activities resulted in $20 million in charges primarily for employee termination costs, the write-off of inventory for products that are being exited and shut down costs.
Critical Accounting Estimates
The preparation of financial statements and related disclosures are in conformity with accounting principles generally accepted in the United States of America and the Company’s discussion and analysis of its financial condition and results of operations require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes.
Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K dated August 16, 2024 describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.
New Accounting Standards
See Note 2. Recently Issued Financial Accounting Standards to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.
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Results of Operations ($ in millions, except per share data)
The following tables set forth select items from our Condensed Consolidated Statements of Earnings (Loss) for the three and six months ended December 31, 2024 and 2023 ($ in millions) (1):
Three Months Ended
December 31, 2024
Three Months Ended
December 31, 2023
% of
Revenues
% of
Revenues
Total revenues$1,435 100 %$1,131 100 %
Cost of goods sold925 64 781 69 
Gross margin509 36 350 31 
Operating expenses:
Research and development144 10 111 10 
Selling, general and administrative221 15 209 18 
Restructuring charges(2)— 
Interest and other, net69 
Earnings (loss) before income taxes128 (37)(3)
Income taxes27 (9)(1)
Net earnings (loss)102 (28)(3)
Net loss attributable to noncontrolling interests(2)— (1)— 
Net earnings (loss) attributable to Coherent Corp.$103 %$(27)(3)%
Diluted earnings (loss) per share$0.44 $(0.38)
(1) Some amounts may not add due to rounding.
Six Months Ended
December 31, 2024
Six Months Ended
December 31, 2023
% of
Revenues
% of
Revenues
Total revenues$2,783 100 %$2,185 100 %
Cost of goods sold1,813 65 1,527 70 
Gross margin970 35 658 30 
Operating expenses:
Research and development275 10 225 10 
Selling, general and administrative450 16 421 19 
Restructuring charges32 — 
Interest and other, net64 136 
Earnings (loss) before income taxes148 (126)(6)
Income taxes21 (30)(1)
Net earnings (loss)126 (96)(4)
Net loss attributable to noncontrolling interests(3)— (2)— 
Net earnings (loss) attributable to Coherent Corp.$129 %$(95)(3)%
Diluted earnings (loss) per share$0.41 $(1.03)
(1) Some amounts may not add due to rounding.
Consolidated
Revenues. Revenues for the three months ended December 31, 2024 increased 27% to $1,435 million, compared to $1,131 million for the same period last fiscal year. Revenues increased $303 million (58%) in the communications market, with increases in datacom driven primarily by ongoing strong AI datacenter demand and the continued recovery in telecom. In our remaining markets, which are primarily industrial-related applications, revenue was flat. Within these markets, strong revenue
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growth in display capital equipment and semiconductor capital equipment volumes was offset by weakness in automotive end market demand. From a segment perspective, Networking revenues increased 56% year-over-year due to ongoing strong AI datacenter demand and the continued recovery in telecom, both in our communications market. Lasers revenue increased 6% year-over-year reflecting strong demand with higher volumes of annealing lasers in our display capital equipment market as well as strong demand in semiconductor capital equipment. Materials revenues decreased 4% year-over-year, primarily due to weak automotive end market demand.
Revenues for the six months ended December 31, 2024 increased 27% to $2,783 million, compared to $2,185 million for the same period last fiscal year. Revenues increased $618 million (63%) in the communications market, with increases in datacom driven primarily by ongoing strong AI datacenter demand and the continued recovery in telecom. In our remaining markets, which are primarily industrial-related applications, revenue decreased $19 million (2%). Within these markets, strong revenue growth in display capital equipment volumes was more than offset by weakness in precision manufacturing and other markets outside of datacom and telecom. From a segment perspective, Networking revenues increased 58% year-over-year due to strong AI datacenter demand in our communications market and the continued recovery in telecom. Lasers revenue increased 5% year-over-year reflecting on-going strength in display capital equipment volumes. Materials revenues decreased 3% year-over-year, primarily due to weak automotive end market demand.
Gross margin. Gross margin for the three months ended December 31, 2024 was $509 million, or 36% of total revenues, compared to $350 million, or 31% of total revenues, for the same period last fiscal year, an increase of 452 basis points. The increase as a percent of revenue for the three months ended December 31, 2024 was primarily due to higher revenue volume as well as cost reductions and improvements in manufacturing yields, partially offset by unfavorable product mix. Gross margin for the six months ended December 31, 2024 was $970 million, or 35% of total revenues, compared to $658 million, or 30% of total revenues, for the same period last fiscal year, an increase of 474 basis points. The increase as a percent of revenue for the six months ended December 31, 2024 was primarily due to higher revenue volume, cost reductions and improvements in manufacturing yields.
Research and development. Research and development (“R&D”) expenses for the three months ended December 31, 2024 were $144 million, or 10% of revenues, compared to $111 million, or 10% of revenues, for the same period last fiscal year. Although flat as a percentage of revenue for the three months ended December 31, 2024, higher R&D expenses were primarily related to continued investment in our product portfolios, particularly in datacom. R&D expenses for the six months ended December 31, 2024 were $275 million, or 10% of revenues, compared to $225 million, or 10% of revenues, for the same period last fiscal year. The higher R&D expenses were primarily related to continued investment in our product portfolios.
Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the three months ended December 31, 2024 were $221 million, or 15% of revenues, compared to $209 million, or 18% of revenues, for the same period last fiscal year. The decrease in SG&A as a percentage of revenue for the three months ended December 31, 2024 compared to the same period last fiscal year was primarily the result of higher sales volumes and lower integration consulting costs, partially offset by the impact of higher variable and share-based compensation. SG&A expenses for the six months ended December 31, 2024 were $450 million, or 16% of revenues, compared to $421 million, or 19% of revenues, for the same period last fiscal year. The decrease in SG&A as a percentage of revenue for the six months ended December 31, 2024 compared to the same period last fiscal year was primarily the result of higher sales volumes partially offset by the impact of higher variable and share-based compensation.
Restructuring charges. Restructuring charges related to our Restructuring Plan for the three and six months ended December 31, 2024 were $8 million and $32 million, respectively, and consist of impairment losses associated with the sale of our Newton Aycliffe business as well as move costs, accelerated depreciation, and employee termination costs due to the consolidation of certain manufacturing sites. Restructuring charges related to our Restructuring Plan for the three and six months ended December 31, 2023 were a net recovery of $2 million and net charges of $1 million, respectively, and consisted of severance (including cumulative adjustments resulting in a recovery in the three months ended December 31, 2023), move costs, equipment write-offs and accelerated depreciation due to the consolidation of certain manufacturing sites. See Note 17. Restructuring Plan included in Item 1 of this Quarterly Report on Form 10-Q for further information.
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Interest and other, net. Interest and other, net for the three months ended December 31, 2024 was expense of $8 million, compared to expense of $69 million for the same period last fiscal year, a decrease of $61 million. Included in Interest and other, net, were interest expense on borrowings, foreign currency gains and losses, amortization of debt issuance costs, equity gains and losses from unconsolidated investments, and interest and dividend income on cash balances. For the three months ended December 31, 2024, the decrease of $61 million in comparison to the same period last fiscal year was driven by $41 million higher foreign exchange net gains, $10 million lower interest expense and $6 million incremental interest and dividend income due to increases in interest rates earned on investments as well as the increase in restricted cash balances. The $41 million higher foreign exchange gains were primarily due to higher volatility of exchange rates, particularly the Korean Won, Euro and Chinese Renminbi, during the three months ended December 31, 2024 in addition to the cessation of our balance sheet hedging program at the end of September 2024. The $10 million lower interest expense was primarily due to lower interest expense on our New Term B Loans resulting from lower balances and lower interest rates partially offset by lower interest expense benefit from our interest rate cap and swap. Interest and other, net for the six months ended December 31, 2024 was expense of $64 million, compared to expense of $136 million for the same period last fiscal year, a decrease of $72 million. For the six months ended December 31, 2024, the decrease of $72 million in comparison to the same period last fiscal year was driven by $31 million higher foreign exchange net gains, $18 million incremental interest and dividend income due to increases in interest rates earned on investments as well as the increase in restricted cash balances and $17 million lower interest expense. The $31 million higher foreign exchange gains were primarily due to higher volatility of exchange rates, particularly the Korean Won, Euro and Chinese Renminbi, during the six months ended December 31, 2024 in addition to the cessation of our balance sheet hedging program at the end of September 2024. The $17 million lower interest expense was primarily due to lower interest expense on our New Term B Loans resulting from lower balances and lower interest rates.
Income taxes. The Company’s year-to-date effective income tax rate at December 31, 2024 was 14% compared to an effective tax rate of 24% for the same period in 2023. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to tax rate differentials between U.S. and foreign jurisdictions. The current year-to-date rate was impacted by the recording of a $15 million windfall on stock awards due to the increase in stock price.
Net loss attributable to noncontrolling interests. Net loss attributable to noncontrolling interests for the three and six months ended December 31, 2024 was $2 million and $3 million, respectively, and represents the noncontrolling interest holders’ shares of losses of Silicon Carbide LLC. Net loss attributable to noncontrolling interests for both the three and six months ended December 31, 2023 was $1 million. See Note 11. Noncontrolling Interests included in Item 1 of this Quarterly Report on Form 10-Q for further information.
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Segment Reporting
Revenues and segment profit for the Company’s reportable segments are discussed below. During the first quarter of fiscal 2025 as a result of a new CEO joining the Company in the fourth quarter of fiscal 2024, our Chief Operating Decision Maker (“CODM”) implemented changes in the measure he uses to allocate resources and assess performance. Our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of operating income, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment. Segment profit includes operating expenses directly managed by operating segments, including research and development, direct sales, marketing and administrative expenses. Segment profit does not include share-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring charges, and certain other charges. Additionally, effective the first quarter of fiscal 2025, we no longer allocate Corporate strategic research and development, strategic marketing and sales expenses and shared general and administrative expenses, as these expenses are not directly attributable to our operating segments. Management believes segment profit to be a useful measure for investors, as it reflects the results of segment performance over which management has direct control and is used by management in its evaluation of segment performance. See Note 13. Segment Reporting, to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Company’s reportable segments and for the reconciliation of the Company’s segment profit to earnings (loss) before income taxes, which is incorporated herein by reference. We report our financial results in the following three designated segments: (i) Networking, (ii) Materials, and (iii) Lasers.
Comparative prior period segment information has been recast to conform to the new segment profitability measure. The change in our operating segment measure had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.
Networking ($ in millions)
Three Months Ended
December 31,
% IncreaseSix Months Ended
December 31,
% Increase
2024202320242023
Revenues$816 $524 56%$1,579 $997 58%
Segment profit$153 $95 61%$289 $156 85%
Revenues for the three months ended December 31, 2024 increased 56% to $816 million, compared to $524 million for the same period last fiscal year. Revenues for the six months ended December 31, 2024 increased 58% to $1,579 million, compared to $997 million for the same period last fiscal year. The increase in revenue of $292 million during the three months ended December 31, 2024 was due to ongoing strong AI datacenter demand resulting from increased volumes in the datacom vertical as well as the continued recovery in telecom, both in our communications market. The increase in revenues of $582 million during the six months ended December 31, 2024 was primarily due to AI datacenter demand in our communications market resulting from increased volumes in the datacom vertical and the continued recovery in telecom.
Segment profit for the three months ended December 31, 2024 increased 61% to $153 million, compared to segment profit of $95 million for the same period last fiscal year. The increase in segment profit for the three months ended December 31, 2024 was primarily driven by higher revenues, partially offset by $22 million higher R&D investments in our product portfolio. Segment profit for the six months ended December 31, 2024 increased 85% to $289 million, compared to segment profit of $156 million for the same period last fiscal year. The increase in segment profit for the six months ended December 31, 2024 was primarily driven by higher revenues, partially offset by $35 million higher R&D investments in our product portfolio.
Materials ($ in millions)
Three Months Ended
December 31,
% Increase (Decrease)Six Months Ended
December 31,
% Increase (Decrease)
2024202320242023
Revenues$243 $254 (4)%$481 $498 (3)%
Segment profit$74 $56 32%$165 $106 55%
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Revenues for the three months ended December 31, 2024 decreased 4% to $243 million, compared to revenues of $254 million for the same period last fiscal year. Revenues for the six months ended December 31, 2024 decreased 3% to $481 million, compared to $498 million for the same period last fiscal year. Compared to the three months ended December 31, 2023, Materials decreased $10 million year-over-year, with a decrease of $11 million in the electronics market primarily due to weak automotive end market demand as well as a decrease of $11 million in the industrial market due to macroeconomic conditions. The decreases were partially offset by $9 million higher volumes in the datacom vertical within the communications market. The decrease in revenues of $17 million during the six months ended December 31, 2024 was primarily related to decreases of $25 million in the electronics market primarily due to weak automotive end market demand and $24 million in the industrial market due to macroeconomic conditions, partially offset by $31 million higher volumes in the datacom vertical within the communications market.
Segment profit for the three months ended December 31, 2024 increased 32% to $74 million, compared to segment profit of $56 million for the same period last fiscal year, primarily driven by favorable product mix and lower costs, partially offset by higher R&D investments in our product portfolio. Segment profit for the six months ended December 31, 2024 increased 55% to $165 million compared to the segment profit of $106 million for the same period last fiscal year. The increase in segment profit for the six months ended December 31, 2024 was primarily driven by favorable product mix and lower costs, partially offset by higher R&D investments in our product portfolio and higher SG&A expenses.
Lasers ($ in millions)
Three Months Ended
December 31,
% IncreaseSix Months Ended
December 31,
% Increase
2024202320242023
Revenues$375 $354 6%$723 $689 5%
Segment profit$88 $63 40%$151 $108 40%

Revenues for the three months ended December 31, 2024 increased 6% to $375 million, compared to revenues of $354 million for the same period last fiscal year. Revenues for the six months ended December 31, 2024 increased 5% to $723 million, compared to $689 million for the same period last fiscal year. The increase during the three months ended December 31, 2024 was primarily due to $26 million higher shipments to the industrial market due to increased demand in our semiconductor and display capital equipment vertical. The increase in revenues of $34 million for the six months ended December 31, 2024 was primarily related to $43 million higher shipments to the industrial market due to increased demand in our semiconductor and display capital equipment vertical.
Segment profit for the three months ended December 31, 2024 increased 40% to $88 million, compared to segment profit of $63 million for the same period last fiscal year. The increase in segment profit was primarily driven by higher revenue volumes, favorable product mix, and favorable foreign exchange rates, partially offset by higher R&D investments in our product portfolio. Segment profit for the six months ended December 31, 2024 increased by 40% to $151 million compared to $108 million for the same period last fiscal year. The increase in segment profit for the six months ended December 31, 2024 was primarily driven by higher revenues.

Liquidity and Capital Resources
Historically, our primary sources of cash have been from operations, long-term borrowings, and advance funding from customers. Other sources of cash include proceeds from the issuance of equity, proceeds received from the exercises of stock options, and sale of equity investments and businesses. Our historic uses of cash have been for business acquisitions, capital expenditures, investment in research and development, payments of principal and interest on outstanding debt obligations, payments of debt and equity issuance costs to obtain financing and payments in satisfaction of employees’ minimum tax obligations. Supplemental information pertaining to our sources and uses of cash for the periods indicated is presented as follows:
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Sources (uses) of cash (millions):
Six Months Ended
December 31,
20242023
Net cash provided by operating activities$340 $266 
Net proceeds from debt and equity issuances, including noncontrolling interest holders968
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan2916
Effect of exchange rate changes on cash and cash equivalents and other items(23)14
Proceeds from the sale of business27
Other items(2)(3)
Payments in satisfaction of employees’ minimum tax obligations(45)(18)
Payments on existing debt(250)(108)
Additions to property, plant & equipment(198)(154)
Operating activities:
Net cash provided by operating activities was $340 million for the six months ended December 31, 2024 compared to $266 million for the same period last fiscal year. The increase in cash flows provided by operating activities during the six months ended December 31, 2024 compared to the same period last fiscal year was primarily due to higher earnings partially offset by increases in accounts receivables and inventories as a result of higher revenues.
Investing activities:
Net cash used in investing activities was $172 million for the six months ended December 31, 2024, compared to $156 million for the same period last fiscal year. Lower cash used to fund capital expenditures of $44 million year-over-year was partially offset by $27 million cash received from the sale of a business.
Financing activities:
Net cash used in financing activities was $266 million for the six months ended December 31, 2024, compared to net cash provided by financing activities of $859 million for the same period last fiscal year. Cash outflows for the current fiscal year were primarily payments on existing debt. Financing inflows in the prior year period included the $1.0 billion contribution from noncontrolling interests, partially offset by payments on existing debt and equity issuance costs related to the contribution from noncontrolling interests.
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Senior Credit Facilities
On July 1, 2022, Coherent entered into a Credit Agreement by and among the Company, the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”) with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facilities, the “Senior Credit Facilities”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted Secured Overnight Financing Rate (“SOFR”) based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at adjusted SOFR plus 1.85% as of December 31, 2024. On April 2, 2024, Coherent entered into Amendment No. 2 to the Credit Agreement, under which the principal amount of term B loans outstanding under the Credit Agreement (the “Existing Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B Loans”) having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. As further amended, the New Term B Loans bear interest at an adjusted SOFR rate (subject to a 0.50% floor) plus 2.50% as of December 31, 2024. On January 2, 2025, Coherent entered into Amendment No. 3 to the Credit Agreement, under which the principal amount of the New Term B Loans were replaced with an equal amount of new term loans (the “New Term B-2 Loans”) having substantially similar terms as the New Term B Loans, except with respect to the interest rate applicable to the New Term B-2 Loans and certain other provisions. As further amended, the New Term B-2 Loans will bear interest at a SOFR rate (subject to a 0.50% floor) plus 2.00% as of January 2, 2025. The maturity of the New Term B-2 Loans and revolving credit facility remains unchanged. In relation to the Term Facilities, the Company incurred expense of $52 million and $106 million, respectively, for the three and six months ended December 31, 2024, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which together with our interest rate swap (through September 30, 2024), reduced interest expense by $7 million and $21 million, respectively, during the three and six months ended December 31, 2024.
During the six months ended December 31, 2024, the Company made payments of $248 million for the Term Facilities, including voluntary payments of $215 million.
As of December 31, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility.
Our cash position, borrowing capacity and debt obligations are as follows (in millions):
December 31, 2024June 30, 2024
Cash and cash equivalents$918 $926 
Restricted cash, current12 174 
Restricted cash, non-current739 690 
Available borrowing capacity under Revolving Credit Facility319 346 
Total debt obligations3,860 4,100 
Other Liquidity
On December 4, 2023, the Company consummated two investment agreements under which Silicon Carbide LLC, a Company subsidiary, received $1.0 billion cash in exchange for 25% of the equity of that entity. Such funds have and will continue to be used primarily to fund future capital expansion in our silicon carbide business and will enable us to increase our available free cash flow to provide greater financial and operational flexibility to execute our capital allocation priorities. See Note 11. Noncontrolling Interests included in Item 1 of this Quarterly Report on Form 10-Q for further information.
The Company believes existing cash, cash flow from operations, and available borrowing capacity from its Senior Credit Facilities will be sufficient to fund its needs for working capital, capital expenditures, repayment of scheduled long-term borrowings and lease obligations, investments in R&D, and internal and external growth objectives at least through the next twelve months.
Our cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of December 31, 2024, the Company held approximately $783 million of cash, cash equivalents and restricted cash outside of the United States. Generally, cash balances held outside the United States could be repatriated to the United States.
33

At December 31, 2024, we had $751 million of restricted cash, which includes $748 million at our Silicon Carbide LLC that is restricted for use by only that subsidiary.
Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISKS
We are exposed to market risks arising from adverse changes in foreign currency exchange rates and interest rates. In the normal course of business, we have the option to use a variety of techniques and derivative financial instruments as part of our overall risk management strategy, which is primarily focused on our exposure in relation to the Chinese Renminbi, Euro, Swiss Franc, Japanese Yen, Singapore Dollar and Korean Won. As of September 30, 2024, after weighing the costs and benefits of hedging foreign exchange risks on our global balance sheets, we paused our balance sheet hedging program indefinitely. We continue to analyze these risks and the costs and benefits inherent in a hedging program.
Interest Rate Risks
As of December 31, 2024, our total borrowings include variable rate borrowings, which expose us to changes in interest rates. In November 2019, we entered into an interest rate swap contract, amended on March 20, 2023, to limit the exposure of our variable interest rate debt by effectively converting a portion of interest payments to fixed interest rate debt. The interest rate swap expired on September 24, 2024. On February 23, 2022, we entered into an interest rate cap (the “Cap”), amended on March 20, 2023, with an effective date of July 1, 2023. On September 1, 2024, we increased the notional amount from $500 million to $1,500 million. If we had not effectively hedged 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 $8 million and $16 million, respectively, for the three and six months ended December 31, 2024.
Item 4.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer and Treasurer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The Company’s disclosure controls were designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) were implemented during the Company’s most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

34

Part II – Other Information
Item 1.    LEGAL PROCEEDINGS
The Company and its subsidiaries are involved from time to time in various claims, lawsuits, and regulatory proceedings incidental to its business. The resolution of each of these matters is subject to various uncertainties, and it is possible that these matters may be resolved unfavorably to the Company. Management believes, after consulting with legal counsel, that the ultimate liabilities, if any, resulting from these legal and regulatory proceedings will not materially affect the Company’s financial condition, liquidity or results of operations.

Item 1A.    RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2024 and additional risk factors that may be identified from time to time in filings of the Company, any of which could materially affect our business, financial condition or future results. Those risk factors are not the only risks facing the Company. Additional risks and uncertainties not currently known or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 5.    OTHER INFORMATION
On November 21, 2024, Stephen Skaggs, a Company director, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2025 with respect to the sale of up to 8,000 Company shares.
On December 1, 2024, Julie Eng, the Company’s Chief Technology Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through July 31, 2026 with respect to the sale of up to 9,278 Company shares.
On December 6, 2024, Giovanni Barbarossa, the Company’s Chief Strategy Officer and President, Materials Segment, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2026 with respect to the sale of up to 120,186 Company shares.
On December 9, 2024, Christopher Koeppen, the Company’s Chief Innovation Officer and SVP, Aerospace & Defense, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2025 with respect to the sale of up to 31,741 Company shares.

35

Item 6.    EXHIBITS
Incorporated herein by reference
Exhibit No.FormExhibit No.Filing DateFile No.
10.01
10.028-K10.1January 7, 2025001-39375
10.038-K10.1October 11, 2024001-39375
10.048-K10.1October 16, 2024001-39375
10.058-K10.2October 16, 2024001-39375
10.068-K10.1November 14, 2024001-39375
10.078-K10.1November 18, 2024001-39375
31.01*
31.02*
32.01*
32.02*
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101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
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* Filed herewith
36

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Coherent Corp.
(Registrant)
Date: February 5, 2025By:/s/    James R. Anderson
James R. Anderson
Chief Executive Officer
Date: February 5, 2025By:/s/    Sherri Luther
Sherri Luther
Chief Financial Officer and Treasurer

37
image_1a.jpg
October 3, 2024

Ronald Basso
4916 Bayard Street
Pittsburgh, PA 15213

Dear Ron:

This letter reflects the understanding between you and Coherent Corp. (the “Company,” “we” or “us”) regarding the transition of your position. This letter confirms in writing our understanding about your departure date and confirms the payments and benefits that you will be eligible to receive under the terms of applicable Company arrangements as a result of your departure.

1.    Departure Date. Your last day of employment with the Company will be December 31, 2024 (the “Departure Date”). You will continue to serve in your current role until the start date of your successor (the “Transition Date”), currently scheduled for November 4, 2024; provided, however, that you will remain the Corporate Secretary of the Company until November 15, 2024 in order to facilitate our Annual Shareholders Meeting.

2.    Transition Services.

a.    You will continue to receive your current base salary and be entitled to receive your current benefits in accordance with their terms through the Departure Date. From the Transition Date through the Departure Date, you will reasonably assist with your successor’s onboarding as the Company’s Chief Legal and Global Affairs Officer.

b.    In exchange therefor, and subject to you executing and not revoking a release (as described below) you will be entitled to receive 50% of your FY25 BIP and GRIP bonuses that otherwise would have been paid to you under those programs had you been employed through the payment date of such awards, and based on the Company’s performance in FY25, as and when paid to the Company’s executive officers (within 75 days after the end of the fiscal year).

3.    Employment at Will; Executive Severance Plan. Your employment with the Company remains at-will, meaning that either you and/or the Company will be free to terminate your employment relationship at any time, with or without cause, at any time before the Departure Date. However, you will remain a participant in the Company’s Executive Severance Plan (the “ESP”) in accordance with the Participation Agreement between you and the Company entered under the ESP (the “Participation Agreement”). As a result, any termination of your employment by the Company other than for “Cause” (as defined in the ESP) before the Departure Date will be treated as a “Qualifying Termination during a Non-CIC Period” under the ESP and the Participation Agreement. For the avoidance of doubt, the transition of your services and the appointment of your successor prior to your Departure Date as described in this letter will not give you the right under the ESP or the Participation Agreement to terminate your employment for “Good Reason” (as defined under the ESP and the Participation Agreement).

4.    Equity. You will meet the requirements for normal retirement under the Company’s Global Retirement Policy on October 28, 2024, which will result in your eligibility for normal retirement
1



vesting treatment under your outstanding equity awards, other than the fiscal year 2025 equity awards recently granted (which do not include any retirement vesting provisions). Under the terms of your applicable outstanding equity award agreements, that normal retirement treatment is (i) immediate full vesting of restricted stock units (subject to any delayed payment as may be required by Section 409A of the Internal Revenue Code of 1986, as amended), (ii) prorated vesting of performance stock units subject to actual performance results for the full performance period (payable after the end of the applicable performance period), and (iii) continued exercisability of vested stock options through the original expiration date. As additional consideration for your willingness to provide the transitional services described in this letter, the Company agrees that it will provide such normal retirement vesting treatment to your outstanding equity awards (other than the fiscal year 2025 awards) if the Company terminates your employment other than for Cause before October 28, 2024, to the extent such normal retirement vesting treatment would be better than the equity vesting treatment applicable upon a “Qualifying Termination during a Non-CIC Period” under the ESP and the Participation Agreement.

5.    Resignations. As of the Departure Date, your employment with the Company and its subsidiaries will end and you hereby resign on that date from any and all offices or positions with the Company or its subsidiaries, including positions on any Company benefit plan committees.

6.    Conditions to Post-Employment Benefits. As a condition to receiving the payments in Section 2.b above, you are required to provide the Company with a release of claims in the form attached to the ESP, with such changes thereto as reasonably requested by the Company. Such release of claims should not be signed earlier than the Departure Date or later than the date specified in the release. Also, you acknowledge and agree that you will be required to comply with the post-employment covenants specified in Article VI of the ESP, as well as the post-employment covenants specified in your equity award agreements with the Company.

Ron, thank you again for your years of dedicated service to Coherent, and I wish you the best in your future endeavors. To make sure we are aligned on these matters, please sign below and email a signed copy to me.

Sincerely,

/s/ James R. Anderson_________________
James R. Anderson
Chief Executive Officer, Coherent Corp.

Acknowledged and Accepted:
/s/ Ronald Basso______________________
Ronald Basso
Date: October 3, 2024
2


Exhibit 31.01
CERTIFICATIONS
I, James R. Anderson, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Coherent Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 5, 2025By:/s/     James R. Anderson
James R. Anderson
Chief Executive Officer



Exhibit 31.02
CERTIFICATIONS
I, Sherri Luther, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Coherent Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 5, 2025By:/s/    Sherri Luther
Sherri Luther
Chief Financial Officer and Treasurer



Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Coherent Corp. (the “Corporation”) on Form 10-Q for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Corporation certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: February 5, 2025By:/s/ James R. Anderson
James R. Anderson
Chief Executive Officer
*    This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.



Exhibit 32.02
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Coherent Corp. (the “Corporation”) on Form 10-Q for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Corporation certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to her knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: February 5, 2025By:/s/    Sherri Luther
Sherri Luther
Chief Financial Officer and Treasurer
*    This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.


v3.25.0.1
Cover - shares
6 Months Ended
Dec. 31, 2024
Feb. 03, 2025
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Entity File Number 001-39375  
Entity Registrant Name COHERENT CORP.  
Entity Incorporation, State or Country Code PA  
Entity Tax Identification Number 25-1214948  
Entity Address, Address Line One 375 Saxonburg Boulevard  
Entity Address, Postal Zip Code 16056  
Entity Address, City or Town Saxonburg,  
Entity Address, State or Province PA  
City Area Code 724  
Local Phone Number 352-4455  
Title of 12(b) Security Common Stock, no par value  
Trading Symbol COHR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   154,967,323
Amendment Flag false  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0000820318  
Current Fiscal Year End Date --06-30  
v3.25.0.1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Current Assets    
Cash and cash equivalents $ 917,815 $ 926,033
Restricted cash, current 11,826 174,008
Accounts receivable - less allowance for doubtful accounts of $8,226 at December 31, 2024 and $9,511 at June 30, 2024 891,789 848,542
Inventories 1,344,563 1,286,404
Prepaid and refundable income taxes 24,180 26,909
Prepaid and other current assets 307,269 398,203
Total Current Assets 3,497,442 3,660,099
Property, plant & equipment, net 1,889,578 1,817,259
Goodwill 4,391,055 4,464,329
Other intangible assets, net 3,313,680 3,503,247
Deferred income taxes 53,550 40,966
Restricted cash, non-current 739,001 689,645
Other assets 313,028 313,089
Total Assets 14,197,334 14,488,634
Current Liabilities    
Current portion of long-term debt 27,208 73,770
Accounts payable 689,892 631,548
Accrued compensation and benefits 213,534 212,458
Operating lease current liabilities 41,008 40,580
Accrued income taxes payable 99,029 90,705
Other accrued liabilities 238,617 294,706
Total Current Liabilities 1,309,288 1,343,767
Long-term debt 3,832,694 4,026,448
Deferred income taxes 712,798 784,374
Operating lease liabilities 163,309 162,355
Other liabilities 214,031 225,411
Total Liabilities 6,232,120 6,542,355
Mezzanine Equity    
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 shares at December 31, 2024 and June 30, 2024; redemption value - $2,488,935 and $2,427,860, respectively 2,428,867 2,364,772
Shareholders' Equity    
Common stock, no par value; authorized - 300,000,000 shares; issued - 171,115,185 shares at December 31, 2024; 168,406,323 shares at June 30, 2024 4,957,079 4,857,657
Accumulated other comprehensive income (loss) (AOCI) (159,716) 2,640
Retained earnings 730,117 664,940
Shareholders' equity excluding treasury stock 5,527,480 5,525,237
Treasury stock, at cost; 16,171,190 shares at December 31, 2024 and 15,626,740 shares at June 30, 2024 (359,257) (315,122)
Total Coherent Corp. Shareholders’ Equity 5,168,223 5,210,115
Noncontrolling interests (NCI) 368,124 371,392
Total Equity 5,536,347 5,581,507
Total Liabilities, Mezzanine Equity and Equity $ 14,197,334 $ 14,488,634
v3.25.0.1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for doubtful accounts $ 8,226 $ 9,511
Redeemable convertible preferred stock, par value (in usd per share) $ 0 $ 0
Redeemable convertible preferred stock, cumulative percentage 5.00% 5.00%
Redeemable convertible preferred stock, shares issued (in shares) 215,000 215,000
Redeemable convertible preferred stock redemption value $ 2,488,935 $ 2,427,860
Common stock, no par value (in usd per share) $ 0 $ 0
Common stock, shares authorized (in shares) 300,000,000 300,000,000
Common stock, shares issued (in shares) 171,115,185 168,406,323
Treasury stock (in shares) 16,171,190 15,626,740
v3.25.0.1
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]        
Revenues $ 1,434,665 $ 1,131,434 $ 2,782,800 $ 2,184,517
Costs, Expenses, and Other Expense (Income)        
Cost of goods sold 925,314 780,793 1,813,317 1,526,981
Research and development 143,852 111,163 275,454 224,651
Selling, general and administrative 220,612 209,163 449,580 420,860
Restructuring charges (recoveries) 8,021 (1,570) 32,385 1,448
Interest expense 64,278 74,678 130,922 147,936
Other income, net (55,816) (5,386) (66,565) (11,655)
Total Costs, Expenses, & Other Expense 1,306,261 1,168,841 2,635,093 2,310,221
Earnings (Loss) Before Income Taxes 128,404 (37,407) 147,707 (125,704)
Income Tax Expense (Benefit) 26,862 (8,932) 21,304 (29,695)
Net Earnings (Loss) 101,542 (28,475) 126,403 (96,009)
Net Loss Attributable to Noncontrolling Interests (1,843) (1,484) (2,869) (1,484)
Net Earnings (Loss) Attributable to Coherent Corp. 103,385 (26,991) 129,272 (94,525)
Less: Dividends on Preferred Stock 32,262 30,580 64,095 60,753
Net Earnings (Loss) Available to the Common Shareholders, Basic 71,123 (57,571) 65,177 (155,278)
Net Earnings (Loss) Available to the Common Shareholders, Diluted $ 71,123 $ (57,571) $ 65,177 $ (155,278)
Basic Earnings (Loss) Per Share (in usd per share) $ 0.46 $ (0.38) $ 0.42 $ (1.03)
Diluted Earnings (Loss) Per Share (in usd per share) $ 0.44 $ (0.38) $ 0.41 $ (1.03)
v3.25.0.1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]        
Net Earnings (Loss) $ 101,542 $ (28,475) $ 126,403 $ (96,009)
Other Comprehensive Income (Loss):        
Foreign currency translation adjustments (432,264) 226,788 (141,990) 118,885
Change in fair value of interest rate instruments, net of taxes (1,426) (27,329) (20,181) (24,391)
Pension adjustment, net of taxes (429) 57 (584) 348
Comprehensive Income (Loss) (332,577) 171,041 (36,352) (1,167)
Comprehensive Loss Attributable to Noncontrolling Interests (1,843) (1,484) (2,869) (1,484)
Foreign Currency Translation Adjustments Attributable to Noncontrolling Interests (950) 1,065 (399) 1,065
Comprehensive Income (Loss) Attributable to Coherent Corp. $ (329,784) $ 171,460 $ (33,084) $ (748)
v3.25.0.1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]            
Change in fair value of interest rate instruments, taxes $ 2,199 $ (4,397) $ (7,484) $ 868 $ (2,198) $ (6,616)
Pension adjustment, taxes $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flows from Operating Activities    
Net earnings (loss) $ 126,403 $ (96,009)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:    
Depreciation 128,627 132,210
Amortization 143,578 144,168
Share-based compensation expense 75,689 72,465
Amortization of debt issuance costs 10,418 8,803
Non-cash restructuring charges 18,370 2,639
Loss on disposal of property, plant and equipment 67 238
Unrealized gains on foreign currency remeasurements and transactions (9,529) (1,835)
Loss (earnings) from equity investments (501) 301
Deferred income taxes (59,618) (96,683)
Increase (decrease) in cash from changes in (net of effect of acquisitions):    
Accounts receivable (38,849) 53,428
Inventories (66,521) (3,164)
Accounts payable 48,020 62,998
Contract liabilities (9,845) (31,451)
Income taxes 8,821 26,877
Accrued compensation and benefits 1,076 11,175
Other operating net assets (liabilities) (35,847) (20,189)
Net cash provided by operating activities 340,359 265,971
Cash Flows from Investing Activities    
Additions to property, plant & equipment (197,667) (153,667)
Proceeds from the sale of business 27,000 0
Other investing activities (1,126) (1,978)
Net cash used in investing activities (171,793) (155,645)
Cash Flows from Financing Activities    
Sale of shares to noncontrolling interests 0 1,000,000
Payments on existing debt (250,210) (107,457)
Equity issuance costs 0 (31,840)
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan 29,234 16,143
Payments in satisfaction of employees' minimum tax obligations (45,042) (17,566)
Other financing activities (455) (531)
Net cash provided by (used in) financing activities (266,473) 858,749
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (23,137) 14,049
Net increase (decrease) in cash, cash equivalents, and restricted cash (121,044) 983,124
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 1,789,686 837,566
Cash, Cash Equivalents, and Restricted Cash at End of Period 1,668,642 1,820,690
Supplemental Information    
Cash paid for interest 142,485 159,538
Cash paid for income taxes 66,367 38,142
Additions to property, plant & equipment included in accounts payable 74,368 71,806
Non-Cash Investing and Financing Activities    
Conversion of Series A preferred stock to common stock 0 445,319
Reconciliation of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents    
Cash and cash equivalents 917,815 856,255
Restricted cash, current 11,826 177,077
Restricted cash, non-current 739,001 787,358
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 1,668,642 $ 1,820,690
v3.25.0.1
Condensed Consolidated Statements of Equity and Mezzanine Equity (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Preferred Stock
AOCI
Retained Earnings
Treasury Stock
NCI
Beginning balance, Common Stock (in shares) at Jun. 30, 2023   154,721,000          
Balance-beginning of period at Jun. 30, 2023 $ 4,987,551 $ 3,781,211 $ 445,319 $ 109,726 $ 944,416 $ (293,121) $ 0
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2023     2,300,000        
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2023           (15,137,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Share-based and deferred compensation (in shares)   1,804,000       366,000  
Share-based and deferred compensation 46,816 $ 60,748       $ (13,932)  
Conversion of stock and securities (in shares)   10,240,000 (2,300,000)        
Conversion of stock and securities 0 $ 445,319 $ (445,319)        
Net earnings (loss) (67,534)       (67,534)    
Foreign currency translation adjustments (107,903)     (107,903)      
Change in fair value of interest rate instruments, net of taxes 2,938     2,938      
Pension adjustment, net of taxes 291     291      
Dividends (30,173)       (30,173)    
Ending balance, Common Stock (in shares) at Sep. 30, 2023   166,765,000          
Balance-end of period at Sep. 30, 2023 $ 4,831,986 $ 4,287,278 $ 0 5,052 846,709 $ (307,053) 0
Ending balance, Preferred Stock (in shares) at Sep. 30, 2023     0        
Ending balance, Treasury Stock (in shares) at Sep. 30, 2023           (15,503,000)  
Beginning balance (in shares) at Jun. 30, 2023 215,000            
Beginning balance at Jun. 30, 2023 $ 2,241,415            
Increase (Decrease) in Temporary Equity [Roll Forward]              
Dividends $ 30,173            
Ending balance (in shares) at Sep. 30, 2023 215,000            
Ending balance at Sep. 30, 2023 $ 2,271,588            
Beginning balance, Common Stock (in shares) at Jun. 30, 2023   154,721,000          
Balance-beginning of period at Jun. 30, 2023 4,987,551 $ 3,781,211 $ 445,319 109,726 944,416 $ (293,121) 0
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2023     2,300,000        
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2023           (15,137,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) (96,009)            
Foreign currency translation adjustments 118,885            
Change in fair value of interest rate instruments, net of taxes (24,391)            
Pension adjustment, net of taxes 348            
Ending balance, Common Stock (in shares) at Dec. 31, 2023   167,309,000          
Balance-end of period at Dec. 31, 2023 $ 5,844,056 $ 4,786,076 $ 0 206,374 789,138 $ (310,686) 373,154
Ending balance, Preferred Stock (in shares) at Dec. 31, 2023     0        
Ending balance, Treasury Stock (in shares) at Dec. 31, 2023           (15,550,000)  
Beginning balance (in shares) at Jun. 30, 2023 215,000            
Beginning balance at Jun. 30, 2023 $ 2,241,415            
Ending balance (in shares) at Dec. 31, 2023 215,000            
Ending balance at Dec. 31, 2023 $ 2,302,168            
Beginning balance, Common Stock (in shares) at Sep. 30, 2023   166,765,000          
Balance-beginning of period at Sep. 30, 2023 4,831,986 $ 4,287,278 $ 0 5,052 846,709 $ (307,053) 0
Beginning balance, Preferred Stock (in shares) at Sep. 30, 2023     0        
Beginning balance, Treasury Stock, (in shares) at Sep. 30, 2023           (15,503,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Share-based and deferred compensation (in shares)   544,000       47,000  
Share-based and deferred compensation 21,551 $ 25,184       $ (3,633)  
Net earnings (loss) (28,475)       (26,991)   (1,484)
Foreign currency translation adjustments 226,788     225,723     1,065
Change in fair value of interest rate instruments, net of taxes (27,329)     (27,329)      
Pension adjustment, net of taxes 57     57      
Dividends (30,580)       (30,580)    
Sale of shares to noncontrolling interests, net of issuance costs and taxes 850,058 $ 473,614   2,871     373,573
Ending balance, Common Stock (in shares) at Dec. 31, 2023   167,309,000          
Balance-end of period at Dec. 31, 2023 $ 5,844,056 $ 4,786,076 $ 0 206,374 789,138 $ (310,686) 373,154
Ending balance, Preferred Stock (in shares) at Dec. 31, 2023     0        
Ending balance, Treasury Stock (in shares) at Dec. 31, 2023           (15,550,000)  
Beginning balance (in shares) at Sep. 30, 2023 215,000            
Beginning balance at Sep. 30, 2023 $ 2,271,588            
Increase (Decrease) in Temporary Equity [Roll Forward]              
Dividends $ 30,580            
Ending balance (in shares) at Dec. 31, 2023 215,000            
Ending balance at Dec. 31, 2023 $ 2,302,168            
Beginning balance, Common Stock (in shares) at Jun. 30, 2024   168,408,000          
Balance-beginning of period at Jun. 30, 2024 $ 5,581,507 $ 4,857,657 $ 0 2,640 664,940 $ (315,122) 371,392
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2024     0        
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2024 (15,626,740)         (15,629,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Share-based and deferred compensation (in shares)   2,136,000       399,000  
Share-based and deferred compensation $ 26,095 $ 56,015     3 $ (29,923)  
Net earnings (loss) 24,861       25,887   (1,026)
Foreign currency translation adjustments 290,274     289,723     551
Change in fair value of interest rate instruments, net of taxes (18,755)     (18,755)      
Pension adjustment, net of taxes (155)     (155)      
Dividends (31,833)       (31,833)    
Ending balance, Common Stock (in shares) at Sep. 30, 2024   170,544,000          
Balance-end of period at Sep. 30, 2024 $ 5,871,994 $ 4,913,672 $ 0 273,453 658,997 $ (345,045) 370,917
Ending balance, Preferred Stock (in shares) at Sep. 30, 2024     0        
Ending balance, Treasury Stock (in shares) at Sep. 30, 2024           (16,028,000)  
Beginning balance (in shares) at Jun. 30, 2024 215,000            
Beginning balance at Jun. 30, 2024 $ 2,364,772            
Increase (Decrease) in Temporary Equity [Roll Forward]              
Dividends $ 31,833            
Ending balance (in shares) at Sep. 30, 2024 215,000            
Ending balance at Sep. 30, 2024 $ 2,396,605            
Beginning balance, Common Stock (in shares) at Jun. 30, 2024   168,408,000          
Balance-beginning of period at Jun. 30, 2024 $ 5,581,507 $ 4,857,657 $ 0 2,640 664,940 $ (315,122) 371,392
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2024     0        
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2024 (15,626,740)         (15,629,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) $ 126,403            
Foreign currency translation adjustments (141,990)            
Change in fair value of interest rate instruments, net of taxes (20,181)            
Pension adjustment, net of taxes (584)            
Ending balance, Common Stock (in shares) at Dec. 31, 2024   171,115,000          
Balance-end of period at Dec. 31, 2024 $ 5,536,347 $ 4,957,079 $ 0 (159,716) 730,117 $ (359,257) 368,124
Ending balance, Preferred Stock (in shares) at Dec. 31, 2024     0        
Ending balance, Treasury Stock (in shares) at Dec. 31, 2024 (16,171,190)         (16,171,000)  
Beginning balance (in shares) at Jun. 30, 2024 215,000            
Beginning balance at Jun. 30, 2024 $ 2,364,772            
Ending balance (in shares) at Dec. 31, 2024 215,000            
Ending balance at Dec. 31, 2024 $ 2,428,867            
Beginning balance, Common Stock (in shares) at Sep. 30, 2024   170,544,000          
Balance-beginning of period at Sep. 30, 2024 5,871,994 $ 4,913,672 $ 0 273,453 658,997 $ (345,045) 370,917
Beginning balance, Preferred Stock (in shares) at Sep. 30, 2024     0        
Beginning balance, Treasury Stock, (in shares) at Sep. 30, 2024           (16,028,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Share-based and deferred compensation (in shares)   571,000       143,000  
Share-based and deferred compensation 29,192 $ 43,407     (3) $ (14,212)  
Net earnings (loss) 101,542       103,385   (1,843)
Foreign currency translation adjustments (432,264)     (431,314)     (950)
Change in fair value of interest rate instruments, net of taxes (1,426)     (1,426)      
Pension adjustment, net of taxes (429)     (429)      
Dividends (32,262)       (32,262)    
Ending balance, Common Stock (in shares) at Dec. 31, 2024   171,115,000          
Balance-end of period at Dec. 31, 2024 $ 5,536,347 $ 4,957,079 $ 0 $ (159,716) $ 730,117 $ (359,257) $ 368,124
Ending balance, Preferred Stock (in shares) at Dec. 31, 2024     0        
Ending balance, Treasury Stock (in shares) at Dec. 31, 2024 (16,171,190)         (16,171,000)  
Beginning balance (in shares) at Sep. 30, 2024 215,000            
Beginning balance at Sep. 30, 2024 $ 2,396,605            
Increase (Decrease) in Temporary Equity [Roll Forward]              
Dividends $ 32,262            
Ending balance (in shares) at Dec. 31, 2024 215,000            
Ending balance at Dec. 31, 2024 $ 2,428,867            
v3.25.0.1
Condensed Consolidated Statements of Equity and Mezzanine Equity (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Statement of Stockholders' Equity [Abstract]            
Change in fair value of interest rate instruments, taxes $ 2,199 $ (4,397) $ (7,484) $ 868 $ (2,198) $ (6,616)
Pension adjustment, taxes $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.0.1
Basis of Presentation
6 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation
The condensed consolidated financial statements of Coherent Corp. (“Coherent”, the “Company”, “we”, “us” or “our”) for the three and six months ended December 31, 2024 and 2023 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included. All adjustments are of a normal recurring nature unless disclosed otherwise. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K dated August 16, 2024. The condensed consolidated results of operations for the three and six months ended December 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year. The Condensed Consolidated Balance Sheet information as of June 30, 2024 was derived from the Company’s audited consolidated financial statements.
Certain prior year amounts have been reclassified for consistency with the current year presentation.
v3.25.0.1
Recently Issued Financial Accounting Standards
6 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Recently Issued Financial Accounting Standards Recently Issued Financial Accounting Standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In March 2024, the Securities and Exchange Commission (the “SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.” This ASU requires disclosure about specific types of expenses included in expense captions including purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for our annual disclosures starting in fiscal year 2028 and interim periods starting in fiscal year 2029. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
v3.25.0.1
Revenue from Contracts with Customers
6 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers Revenue from Contracts with Customers
We believe that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows.
The following tables summarize disaggregated revenue by market ($000):
Three Months Ended December 31, 2024Six Months Ended December 31, 2024
NetworkingMaterialsLasersTotalNetworkingMaterialsLasersTotal
Industrial$13,851 $126,381 $297,213 $437,445 $28,231 $246,027 $570,127 $844,385 
Communications792,862 30,237 — 823,099 1,532,018 65,372 — 1,597,390 
Electronics1,793 76,424 18 78,235 3,964 150,481 18 154,463 
Instrumentation7,407 10,433 78,046 95,886 14,572 19,022 152,968 186,562 
Total Revenues$815,913 $243,475 $375,277 $1,434,665 $1,578,785 $480,902 $723,113 $2,782,800 
Three Months Ended December 31, 2023Six Months Ended December 31, 2023
NetworkingMaterialsLasersTotalNetworkingMaterialsLasersTotal
Industrial$14,746 $137,128 $271,494 $423,368 $30,711 $270,331 $526,660 $827,702 
Communications499,350 20,984 — 520,334 945,624 34,236 — 979,860 
Electronics1,453 87,279 — 88,732 3,177 175,344 — 178,521 
Instrumentation8,686 8,287 82,027 99,000 17,572 18,407 162,455 198,434 
Total Revenues$524,235 $253,678 $353,521 $1,131,434 $997,084 $498,318 $689,115 $2,184,517 
Contract Liabilities
Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Contract liabilities generally relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue when the performance obligations have been satisfied. During the six months ended December 31, 2024, we recognized revenue of $41 million related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2024. We had $65 million of contract liabilities recorded in the Condensed Consolidated Balance Sheet as of December 31, 2024. As of December 31, 2024, $52 million of contract liabilities is included within Other accrued liabilities, and $13 million is included within Other liabilities on the Condensed Consolidated Balance Sheet.
v3.25.0.1
Inventories
6 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
Inventories Inventories
The components of inventories were as follows ($000):
December 31,
2024
June 30,
2024
Raw materials$386,472 $429,888 
Work in progress730,085 620,575 
Finished goods228,006 235,941 
Total inventories$1,344,563 $1,286,404 
v3.25.0.1
Property, Plant and Equipment
6 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Property, Plant and Equipment
Property, plant and equipment consists of the following ($000):
December 31,
2024
June 30,
2024
Land and improvements$65,482 $66,156 
Buildings and improvements783,840 774,991 
Machinery and equipment2,127,757 2,034,310 
Construction in progress482,502 398,884 
Finance lease right-of-use asset25,000 25,000 
3,484,581 3,299,341 
Less accumulated depreciation and amortization(1,595,003)(1,482,082)
Property, plant, and equipment, net$1,889,578 $1,817,259 
v3.25.0.1
Goodwill and Other Intangible Assets
6 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill were as follows ($000):
Six Months Ended December 31, 2024
NetworkingMaterials LasersTotal
Balance-beginning of period$1,036,592 $245,983 $3,181,754 $4,464,329 
Foreign currency translation(460)992 (73,806)(73,274)
Balance-end of period$1,036,132 $246,975 $3,107,948 $4,391,055 
We test goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that fair value is below carrying value.
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill were as follows ($000):
December 31, 2024June 30, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book Value
Technology$1,635,502 $(452,308)$1,183,194 $1,653,289 $(394,040)$1,259,249 
Trade Names438,470 (8,470)430,000 438,470 (8,470)430,000 
Customer Lists2,270,524 (572,069)1,698,455 2,310,550 (498,252)1,812,298 
Backlog and Other87,459 (85,428)2,031 88,792 (87,092)1,700 
Total$4,431,955 $(1,118,275)$3,313,680 $4,491,101 $(987,854)$3,503,247 
v3.25.0.1
Debt
6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
The components of debt as of the dates indicated were as follows ($000):
December 31,
2024
June 30,
2024
Term A Facility, interest at adjusted SOFR, as defined, plus 1.850%
$679,375 $775,625 
Debt issuance costs, Term A Facility and Revolving Credit Facility(10,600)(13,586)
Term B Facility, interest at adjusted SOFR, as defined, plus 2.500%
2,232,358 2,384,536 
Debt issuance costs, Term B Facility(42,882)(49,835)
1.30% Term loan
— 335 
Facility construction loan in Germany17,110 19,082 
5.000% Senior Notes
990,000 990,000 
Debt issuance costs and discount, Senior Notes(5,459)(5,939)
Total debt3,859,902 4,100,218 
Current portion of long-term debt(27,208)(73,770)
Long-term debt, less current portion$3,832,694 $4,026,448 
Senior Credit Facilities
On July 1, 2022 (the “Closing Date”), Coherent entered into a Credit Agreement by and among the Company, as borrower (in such capacity, the “Borrower”), the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”) maturing July 1, 2027, with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” maturing July 1, 2029 and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility”) maturing July 1, 2027, in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at adjusted SOFR plus 1.85% as of December 31, 2024. On April 2, 2024, Coherent entered into Amendment No. 2 to the Credit Agreement, under
which the principal amount of term B loans outstanding under the Credit Agreement (the “Existing Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B Loans”) having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. As further amended, the New Term B Loans bear interest at a SOFR rate (subject to a 0.50% floor) plus 2.50% as of December 31, 2024. The maturity of the New Term Loans and revolving credit facility remains unchanged. Debt extinguishment costs related to the replacement of the Existing Term B Loans of $2 million were expensed in Other income, net in the Condensed Consolidated Statement of Earnings (Loss) during the quarter ended June 30, 2024. On January 2, 2025, Coherent entered into Amendment No. 3 to the Credit Agreement, under which the principal amount of term B loans outstanding under the Credit Agreement (the “New Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B-2 Loans”) having substantially similar terms as the New Term B Loans, except with respect to the interest rate applicable to the New Term B-2 Loans and certain other provisions. As further amended, the New Term B-2 Loans will bear interest at a SOFR rate (subject to a 0.50% floor) plus 2.00% as of January 2, 2025. The maturity of the New Term B-2 Loans and revolving credit facility remains unchanged.
In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs and the benefit of the interest rate cap and swap, of $52 million and $106 million in the three and six months ended December 31, 2024, respectively, and $62 million and $122 million in the three and six months ended December 31, 2023, respectively, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which together with our interest rate swap (through September 30, 2024), reduced interest expense by $7 million and $21 million during the three and six months ended December 31, 2024, respectively, and $12 million and $23 million in the three and six months ended December 31, 2023, respectively. The amortization of debt issuance costs included in interest expense was $4 million and $9 million in the three and six months ended December 31, 2024, respectively, and $5 million and $8 million in the three and six months ended December 31, 2023, respectively. Debt issuance costs are presented as a reduction to debt within the Long-term debt caption in the Condensed Consolidated Balance Sheets.
On the Closing Date, the Borrower and certain of its direct and indirect subsidiaries provided a guaranty of all obligations of the Borrower and the other loan parties under the Credit Agreement and the other loan documents, secured cash management agreements and secured hedge agreements with the lenders and/or their affiliates (subject to certain exceptions). The Borrower and the other guarantors have also granted a security interest in substantially all of their assets to secure such obligations.
As of December 31, 2024, the Company was in compliance with all covenants under the Term Facilities.
Debt Assumed through Acquisition
We assumed the remaining balances of three term loans with the closing of the acquisition of Coherent, Inc. The aggregate principal amount outstanding is $17 million as of December 31, 2024. The term loans assumed consisted of the following: (i) 1.3% Term Loan (repaid prior to December 31, 2024), (ii) 1.0% State of Connecticut Term Loan due 2023 (repaid in fiscal 2023), and (iii) Facility construction loan in Germany. For the Facility construction loan, on December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, which were drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. The term of the loan is 10 years, and borrowings bear interest at 1.55% per annum. Payments are made quarterly.
5.000% Senior Notes due 2029
On December 10, 2021, the Company issued $990 million aggregate principal amount of Senior Notes pursuant to the indenture, dated as of December 10, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its obligations under the Senior Credit Facilities. Interest on the Senior Notes is payable on December 15 and June 15 of each year, commencing on June 15, 2022, at a rate of 5.000% per annum. The Senior Notes will mature on December 15, 2029.
On or after December 15, 2024, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2024, the Company had the ability to (but did not) redeem the Senior Notes, at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus a “make-whole” premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Notwithstanding the foregoing, at any time and from time to time prior to December 15, 2024, the Company had the ability to (but did not) redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds of certain equity offerings as set forth in the Indenture, at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
In relation to the Senior Notes, the Company incurred interest expense of $13 million and $25 million in the three and six months ended December 31, 2024, respectively, and $13 million and $25 million in the three and six months ended December 31, 2023, respectively, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss).
The Indenture contains customary covenants and events of default, including default relating to, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. As of December 31, 2024, the Company was in compliance with all covenants under the Indenture.
Aggregate Availability
The Company had aggregate availability of $319 million under its Revolving Credit Facility as of December 31, 2024.
v3.25.0.1
Income Taxes
6 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company’s year-to-date effective income tax rate was 14% at December 31, 2024 compared to 24% for the period ending December 31, 2023. The difference between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily due to a discrete benefit relating to share-based compensation and tax rate differentials between U.S. and foreign jurisdictions.
U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2024 and June 30, 2024, the Company’s gross unrecognized tax benefit, excluding interest and penalties, was $115 million and $117 million, respectively. The Company has classified the uncertain tax positions as non-current income tax liabilities, as the amounts are not expected to be paid within one year. Due to the U.S. valuation allowance, a large portion of the gross unrecognized tax benefit will not impact the tax rate if recognized. As of December 31, 2024, $19 million of the gross unrecognized tax benefit would impact the effective tax rate if recognized. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision in the Condensed Consolidated Statements of Earnings (Loss). The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $9 million and $7 million at December 31, 2024 and June 30, 2024, respectively.
Fiscal years 2018 and 2020 to 2023 remain open to examination by the Internal Revenue Service, fiscal years 2019 to 2023 remain open to examination by certain state jurisdictions, and fiscal years 2012 to 2023 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in Vietnam for the years ended June 30, 2017 through September 30, 2021; Singapore for the year ended September 30, 2020; Spain for the years ended September 30, 2020 through September 30, 2022; Malaysia for the years ended June 30, 2021 through June 30, 2023; and Germany for the years ended June 30, 2012 through June 30, 2021. The Company believes its income tax reserves for these tax matters are adequate.
v3.25.0.1
Leases
6 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases Leases
We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating.
Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance lease assets are recorded in Property, plant and equipment, net, and finance lease liabilities within Other accrued liabilities and Other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term.
Operating leases are leases that do not qualify as finance leases and are recorded in Other assets and Operating lease liabilities, current and non-current on our Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.
Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and include it in the initial measurement of our leased assets and corresponding liabilities. Our lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option.
Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.
The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended December 31, 2024Six Months Ended
December 31, 2024
Finance lease cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities240 486 
Total finance lease cost657 1,319 
Operating lease cost14,095 28,354 
Total lease cost$14,752 $29,673 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$240 $246 
Operating cash flows from operating leases13,918 27,572 
Financing cash flows from finance leases425 462 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.0
Operating leases6.7
Weighted-Average Discount Rate
Finance leases5.6 %
Operating leases7.0 %
Three Months Ended
December 31, 2023
Six Months Ended
December 31, 2023
Finance Lease Cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities263 531 
Total finance lease cost$680 $1,364 
Operating lease cost12,764 25,707 
Total lease cost$13,444 $27,071 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$263 $531 
Operating cash flows from operating leases12,264 24,539 
Financing cash flows from finance leases384 763 
Leases Leases
We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating.
Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance lease assets are recorded in Property, plant and equipment, net, and finance lease liabilities within Other accrued liabilities and Other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term.
Operating leases are leases that do not qualify as finance leases and are recorded in Other assets and Operating lease liabilities, current and non-current on our Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.
Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and include it in the initial measurement of our leased assets and corresponding liabilities. Our lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option.
Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.
The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended December 31, 2024Six Months Ended
December 31, 2024
Finance lease cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities240 486 
Total finance lease cost657 1,319 
Operating lease cost14,095 28,354 
Total lease cost$14,752 $29,673 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$240 $246 
Operating cash flows from operating leases13,918 27,572 
Financing cash flows from finance leases425 462 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.0
Operating leases6.7
Weighted-Average Discount Rate
Finance leases5.6 %
Operating leases7.0 %
Three Months Ended
December 31, 2023
Six Months Ended
December 31, 2023
Finance Lease Cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities263 531 
Total finance lease cost$680 $1,364 
Operating lease cost12,764 25,707 
Total lease cost$13,444 $27,071 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$263 $531 
Operating cash flows from operating leases12,264 24,539 
Financing cash flows from finance leases384 763 
v3.25.0.1
Equity and Redeemable Preferred Stock
6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity and Redeemable Preferred Stock Equity and Redeemable Preferred Stock
As of December 31, 2024, the Company’s amended and restated articles of incorporation authorize our board of directors, without the approval of our shareholders, to issue 5 million shares of our preferred stock. As of December 31, 2024, 2.3 million shares of mandatory preferred convertible shares have been authorized, none are outstanding; 75,000 shares of Series B-1 convertible preferred stock, no par value, have been issued and are outstanding; and 140,000 shares of Series B-2 convertible preferred stock, no par value, have been issued and are outstanding.
Mandatory Convertible Preferred Stock
In July 2020, the Company issued 2.3 million shares of Mandatory Convertible Preferred Stock.
All outstanding shares of Mandatory Convertible Preferred Stock were converted to 10,240,290 shares of Company Common Stock on July 3, 2023, at a conversion ratio of 4.4523, and no shares of Mandatory Convertible Preferred Stock are currently issued and outstanding.
Series B Convertible Preferred Stock
In March 2021, the Company issued 75,000 shares of Series B-1 Convertible Preferred Stock, no par value per share (“Series B-1 Preferred Stock”), for $10,000 per share, resulting in an aggregate purchase price of $750 million. On July 1, 2022, the Company issued 140,000 shares of Series B-2 Convertible Preferred Stock, no par value per share (“Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), for $10,000 per share and an aggregate purchase price of $1.4 billion.
The shares of Series B Preferred Stock are convertible into shares of Coherent Common Stock as follows:
at the election of the holder, at an initial conversion price of $85 per share (as it may be adjusted from time to time, the “Conversion Price”) upon the delivery by Coherent to the holders of the Series B Preferred Stock of an offer to repurchase the Series B-1 Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock as defined below); and
at the election of the Company, any time following March 31, 2024 and July 1, 2025 for the Series B-1 and B-2 Preferred Stock, respectively, at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days.
The issued shares of Series B Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock, on an as-converted basis, subject to limited exceptions.
On or at any time after March 31, 2031 and July 1, 2032 for the Series B-1 and B-2 Preferred Stock, respectively:
each holder has the right to require the Company to redeem all of their Coherent Series B Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and
the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B Preferred Stock outstanding, for cash, at the Redemption Price.
In connection with any Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock), and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively.
If the Company defaults on a payment obligation with respect to the Series B Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum.
The Series B Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity.
The Series B Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings (Loss) Available to Common Shareholders.
Preferred stock dividends are presented as a reduction to Retained earnings on the Condensed Consolidated Balance Sheets.
The following table presents dividends per share and dividends recognized:
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Dividends per share$150 $142 $298 $283 
Dividends ($000)30,727 29,235 61,075 58,109 
Deemed dividends ($000)1,535 1,345 3,020 2,644 
v3.25.0.1
Noncontrolling Interests
6 Months Ended
Dec. 31, 2024
Noncontrolling Interest [Abstract]  
Noncontrolling Interests Noncontrolling Interests
On December 4, 2023, Silicon Carbide LLC (“Silicon Carbide”), one of the Company’s subsidiaries, completed (i) the sale of 16,666,667 Class A Common Units to Denso Corporation (“Denso”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and Denso and (ii) the sale of 16,666,667 Class A Common units to Mitsubishi Electric Corporation (“MELCO”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and MELCO (collectively, the “Equity Investments”).
As a consequence of the Equity Investments, the Company’s ownership interest in the Class A Common Units of Silicon Carbide LLC was reduced to approximately 75%. Denso and MELCO each, individually, own approximately 12.5% of the Class A Common Units of Silicon Carbide.
The Equity Investments in Silicon Carbide enables Coherent to increase its available free cash flow to provide greater financial and operational flexibility to execute its capital allocation priorities, as the aggregate $1 billion investment, net of transaction costs, will be used to fund future capital expansion of Silicon Carbide.
The following table presents the activity in noncontrolling interests in Silicon Carbide ($000s):
Six Months Ended December 31,
20242023
Balance-beginning of period$371,392 $— 
Sale of shares to noncontrolling interests
— 373,573 
Share of foreign currency translation adjustments(399)1,065 
Net loss(2,869)(1,484)
Balance-end of period$368,124 $373,154 
v3.25.0.1
Earnings (Loss) Per Share
6 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. The dilutive effect of equity awards is calculated based on the average stock price for each fiscal period, using the treasury stock method. For the three and six months ended December 31, 2024, diluted shares outstanding include the dilutive effect of the potential shares of Coherent Common Stock issuable from performance and restricted shares. For the three and six months ended December 31, 2023, as the Company was in a net loss position, there were no dilutive shares.
Potentially dilutive shares whose effect would have been anti-dilutive are excluded from the computation of diluted earnings (loss) per common share. For the three and six months ended December 31, 2024, diluted earnings per share excluded the potentially dilutive effect of the shares of Coherent Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive. For the three and six months ended December 31, 2023, diluted earnings (loss) per share excluded the potentially dilutive effect of the performance and restricted shares, calculated based on the average stock price for each fiscal period, using the treasury stock method, as well as the shares of Coherent Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (000, except per share data):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Numerator
Net earnings (loss) attributable to Coherent Corp.$103,385 $(26,991)$129,272 $(94,525)
Deduct Series B dividends and deemed dividends(32,262)(30,580)(64,095)(60,753)
Basic earnings (loss) available to common shareholders$71,123 $(57,571)$65,177 $(155,278)
Diluted earnings (loss) available to common shareholders$71,123 $(57,571)$65,177 $(155,278)
Denominator
Weighted average shares154,767 151,564 154,197 150,946 
Effect of dilutive securities:
Common stock equivalents5,222 — 5,078 — 
Diluted weighted average common shares159,989 151,564 159,275 150,946 
Basic earnings (loss) per common share$0.46 $(0.38)$0.42 $(1.03)
Diluted earnings (loss) per common share$0.44 $(0.38)$0.41 $(1.03)
The following table presents potential shares of common stock excluded from the calculation of diluted net earnings (loss) per share, as their effect would have been anti-dilutive (000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Common stock equivalents— 1,956 2,146 
Series B Convertible Preferred Stock28,920 27,516 28,741 27,346 
Total anti-dilutive shares28,920 29,472 28,746 29,492 
v3.25.0.1
Segment Reporting
6 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
The Company reports its business segments using the “management approach” model for segment reporting. This means that we determine our reportable business segments based on the way the chief operating decision-maker (“CODM”) analyzes business segments within the Company for making operating decisions and assessing financial performance.
We report our financial results in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers. Our CODM receives and reviews financial information based on these three segments. During the first quarter of fiscal 2025 as a result of a new CEO joining the Company in the fourth quarter of fiscal 2024, our CODM implemented changes in the measure he uses to allocate resources and assess performance. Our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of operating income, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment. Segment profit includes operating expenses directly managed by operating segments, including research and development, direct sales, marketing and administrative expenses. Segment profit does not include share-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring charges, and certain other charges. Additionally, effective the first quarter of fiscal 2025, we no longer allocate Corporate strategic research and development, strategic marketing and sales expenses and shared general and administrative expenses, as these expenses are not directly attributable to our operating segments. The segments are managed separately due to the market, production requirements and facilities unique to each segment. The accounting policies are consistent across each segment. Effective the first quarter of fiscal 2025, we no longer allocate corporate assets to the segments.
Comparative prior period segment information has been recast to conform to the new segment profitability measure. The change in our operating segment measure had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.
The following table summarizes selected financial information of our operations by segment and reconciles segment profit to consolidated earnings (loss) before income taxes for the periods presented ($000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Segment revenue
Networking$815,913 $524,235 1,578,785 997,084 
Materials243,475 253,678 480,902 498,318 
Lasers375,277 353,521 723,113 689,115 
Total segment revenue1,434,665 1,131,434 2,782,800 2,184,517 
Intersegment revenue
Networking12,584 9,979 27,011 22,866 
Materials119,122 96,042 251,290 183,784 
Lasers2,318 1,205 3,882 1,844 
Unallocated(134,024)(107,226)(282,183)(208,494)
Total intersegment revenue— — — — 
Segment profit
Networking153,269 95,350 289,175 156,063 
Materials74,117 56,220 165,225 106,322 
Lasers87,520 62,548 151,259 108,241 
Total segment profit314,906 214,118 605,659 370,626 
Unallocated Corporate items
Corporate and centralized function costs (1)
(49,959)(61,669)(123,061)(107,204)
Share-based compensation(41,012)(27,252)(76,490)(71,776)
Restructuring costs (2)
(8,021)1,570 (32,385)(1,448)
Integration, site consolidated and other costs (3)
(7,332)(23,376)(18,081)(35,454)
Amortization of intangibles(71,716)(71,507)(143,578)(144,168)
Interest expense(64,278)(74,678)(130,922)(147,936)
Other (income) expense, net55,816 5,387 66,565 11,656 
Earnings (loss) before income taxes$128,404 $(37,407)$147,707 $(125,704)
Expenditures for property, plant, and equipment
Networking$70,211 $36,374 $118,897 $53,867 
Materials30,703 54,511 64,499 95,023 
Lasers4,769 585 14,271 4,777 
Total expenditures for property, plant, and equipment$105,683 $91,470 $197,667 $153,667 
(1)We do not allocate corporate and centralized function costs that are not directly attributable to our operating segments.
(2)See Note 17. Restructuring Plan for further information.
(3)Integration and site consolidation costs in the three and six months ended December 31, 2024 includes $4 million and $15 million, respectively, in consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, and $3 million and $2 million, respectively, of employee severance and retention costs related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan. Integration and site consolidation costs in the three and six months ended December 31, 2023
primarily include $16 million and $23 million, respectively, in consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, and $4 million and $6 million, respectively, of employee severance and retention costs related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan.
The following table summarizes segment assets ($000):
Segment assets and reconciliation to total assetsDecember 31,
2024
June 30,
2024
Networking$3,545,700 $3,472,866 
Materials2,862,533 3,017,858 
Lasers7,062,988 7,361,731 
Corporate and shared services726,113 636,179 
Total assets$14,197,334 $14,488,634 
v3.25.0.1
Share-Based Compensation
6 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
Stock Award Plans
The Company’s Board of Directors amended and restated the Coherent Corp. Omnibus Incentive Plan and the Company’s shareholders approved such amendment and restatement at the Annual Meeting in November 2024 (as amended and restated, the “Plan”). The Plan was originally approved by the Company's shareholders at the Annual Meeting in November 2018, and was subsequently amended, restated and approved by the Company’s shareholders at the Annual Meetings held in November 2020 and November 2023. The Plan provides for the grant of stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance units to employees (including officers), consultants and directors of the Company.
On June 3, 2024, the Board of Directors granted 147,214 restricted stock units vesting over three years from date of grant and 694,007 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CEO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
On October 11, 2024, the Board of Directors granted 15,902 and 63,154 restricted stock units vesting over three years and two years, respectively, from date of grant and 118,853 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CFO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
The Company has an Employee Stock Purchase Plan whereby eligible employees may authorize payroll deductions (subject to certain limitations) of up to 15% (or such lesser amount as may be determined by the plan administrator) of their wages and base salary to purchase shares at an amount which will not be less than 85% of the lower of (i) the fair market value of the common stock on the first trading day of the offering period and (ii) the fair market value of the common stock on the last trading day of the approximately six-month offering period.
Share-based compensation expense for the periods indicated was as follows ($000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Stock Options and Cash-Based Stock Appreciation Rights$166 $803 $583 $(254)
Restricted Share Awards and Cash-Based Restricted Share Unit Awards23,881 20,923 47,650 51,988 
Performance Share Awards and Cash-Based Performance Share Unit Awards14,757 2,985 23,749 13,830 
Employee Stock Purchase Plan2,208 2,541 4,508 6,212 
$41,012 $27,252 $76,490 $71,776 
v3.25.0.1
Fair Value of Financial Instruments
6 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments Fair Value of Financial Instruments
The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. We estimate fair value of our financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:
Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.
We had entered into an interest rate swap agreement, effective November 24, 2019, with a notional amount of $1,075 million to limit the exposure to our variable interest rate debt by effectively converting it to a fixed interest rate. Through February 28, 2023, we received payments based on the one-month LIBOR and made payments based on a fixed rate of 1.52%. We received payments with a floor of 0.00%. The initial notional amount of the interest rate swap decreased to $825 million in June 2022, and remained at that amount through its expiration on September 24, 2024. On March 20, 2023, we amended our $825 million interest rate swap (“Amended Swap”), effective as of February 28, 2023, to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. Under the Amended Swap, we received payments based on the one-month SOFR and made payments based on a fixed rate of 1.42%. Through its expiration on September 24, 2024, we received payments with a floor of 0.10%. We designated this instrument as a cash flow hedge, and deemed the hedge relationship effective at inception of the contract and the amended contract.
The interest rate swap expired on September 30, 2024. The fair value of the interest rate swap of $8 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets as of June 30, 2024. Changes in fair value were recorded within AOCI on the Condensed Consolidated Balance Sheets and reclassified into the Condensed Consolidated Statements of Earnings (Loss) as interest expense in the period in which the underlying transaction affected earnings. Cash flows from hedging activities were reported in the Condensed Consolidated Statements of Cash Flows in the same classification as the hedged item, as a component of cash flows from operations. The fair value of the interest rate swap was determined using widely accepted valuation techniques and reflected the contractual terms of the interest rate swap including the period to maturity, and while there were no quoted prices in active markets, it used observable market-based inputs, including interest rate curves. The fair value analysis also considered a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The interest rate swap was classified as a Level 2 item within the fair value hierarchy.
On February 23, 2022, we entered into an interest rate cap (the “Cap”) with an effective date of July 1, 2023. On March 20, 2023, we amended the Cap to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. The Cap manages our exposure to interest rate movements on a portion of our floating rate debt. The Cap provides us with the right to receive payment if one-month SOFR exceeds 1.92%. Beginning in July 2023, we began to pay a fixed monthly premium based on an annual rate of 0.853% for the Cap. The Cap will carry a notional amount ranging from $500 million to $1,500 million. On September 1, 2024, we increased the notional amount from $500 million to $1,500 million. The fair value of the interest rate cap of $32 million and $50 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets and Other assets as of December 31, 2024 and June 30, 2024, respectively.
The Cap, as amended, is designed to mirror the terms of the Credit Agreement as amended on March 31, 2023. We designated the Cap as a cash flow hedge of the variability of the SOFR based interest payments on the Term Facilities. Every period over the life of the hedging relationship, the entire change in fair value related to the hedging instrument will first be recorded within Accumulated other comprehensive income (loss). Amounts accumulated in accumulated other comprehensive income (loss) are reclassified into interest expense in the same period or periods in which interest expense is recognized on the Credit Agreement, or its direct replacement. The fair value of the Cap is determined using widely accepted valuation techniques and reflects the contractual terms of the Cap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The Cap is classified as a Level 2 item within the fair value hierarchy.
We estimated the fair value of the Senior Notes, Term A Facility and Term B Facility (“Debt Facilities”) based on quoted market prices as of the last trading day prior to December 31, 2024; however, the Debt Facilities have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Debt Facilities could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. The carrying values of the Debt Facilities are net of unamortized discount and issuance costs. See Note 7. Debt for details on the Company’s debt facilities.
The fair value and carrying value of the Debt Facilities were as follows ($000):
December 31, 2024June 30, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Senior Notes$947,093 $984,541 $938,193 $984,061 
Term A Facility682,772 672,923 777,564 762,039 
Term B Facility2,249,101 2,189,476 2,390,497 2,334,701 
Our borrowings, including our lease obligations and the Debt Facilities, are considered Level 2 among the fair value hierarchy.
Cash and cash equivalents are considered Level 1 among the fair value hierarchy and approximate fair value because of the short-term maturity of those investments.
At December 31, 2024, total restricted cash of $751 million includes $748 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $3 million of cash restricted for other purposes in other entities. At June 30, 2024, total restricted cash of $864 million includes $858 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $5 million of cash restricted for other purposes in other entities. The restricted cash is invested in money market accounts and time deposits, with maturities of one year or less, that are held-to-maturity, are considered Level 1 among the fair value hierarchy and approximate fair value. Restricted cash that is expected to be spent and released from restriction after 12 months is classified as non-current on the Condensed Consolidated Balance Sheets.
We, from time to time, purchase foreign currency forward exchange contracts that permit us to sell specified amounts of these foreign currencies for pre-established U.S. dollar amounts at specified dates that represent assets or liabilities on the balance sheets of certain subsidiaries. These contracts are entered into for the purpose of limiting translational exposure to changes in currency exchange rates and which otherwise would expose our earnings, on the revaluation of our aggregate net assets or liabilities in respective currencies, to foreign currency risk. At December 31, 2024, we had no foreign currency forward contracts. The fair values of these instruments, when outstanding, are measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Realized gains related to these contracts for the three and six months ended December 31, 2024 were zero and $16 million, respectively, and realized gains related to these contracts for the three and six months ended December 31, 2023 were $14 million and $3 million, respectively, were included in Other income, net in the Condensed Consolidated Statements of Earnings (Loss).
v3.25.0.1
Accumulated Other Comprehensive Income (Loss)
6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss)
The changes in AOCI by component, net of tax, for the six months ended December 31, 2024 were as follows ($000):
Foreign
Currency
Translation
Adjustment
Interest Rate InstrumentsDefined
Benefit
Pension Plan
Total
Accumulated Other
Comprehensive
Income (Loss)
AOCI - June 30, 2024
$(26,092)$35,916 $(7,184)$2,640 
Other comprehensive loss before reclassifications(141,591)(1,695)(584)(143,870)
Amounts reclassified from AOCI— (18,486)— (18,486)
Net current-period other comprehensive loss(141,591)(20,181)(584)(162,356)
AOCI - December 31, 2024$(167,683)$15,735 $(7,768)$(159,716)
v3.25.0.1
Restructuring Plan
6 Months Ended
Dec. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Plan Restructuring Plan
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. We evaluate restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations (ASC 420), and ASC 712, Compensation-Nonretirement Post-Employment Benefits (ASC 712).
In the three months ended December 31, 2024, these activities resulted in $8 million of charges primarily for site move costs, employee termination costs and accelerated depreciation. In the six months ended December 31, 2024, these activities resulted in $32 million of charges primarily for impairment losses associated with the sale of our Newton Aycliffe business, accelerated depreciation, employee termination and site move costs. In the three months ended December 31, 2023, these activities resulted in $2 million of net recoveries primarily for adjustments to employee termination costs partially offset by acceleration of depreciation and site move costs. In the six months ended December 31, 2023, these activities resulted in $1 million of charges primarily for employee termination costs as well as site move costs, write-off of property and equipment and acceleration of depreciation. 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.
Activity and accrual balances for the Restructuring Plan were as follows for the first two quarters of fiscal 2024 and 2023 ($000):
Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2024$51,061 $— $— $51,061 
Restructuring charges (recoveries)(455)15,970 8,850 24,365 
Payments(6,796)— — (6,796)
Asset write-offs and other— (15,970)(8,850)(24,820)
Balance - September 30, 202443,810 $— $— $43,810 
Restructuring charges 2,882 — 5,139 8,021 
Payments(752)— — (752)
Asset write-offs and other(1,609)— (5,139)(6,748)
Balance - December 31, 2024$44,331 $— $— $44,331 

Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2023$64,379 $— $— $64,379 
Restructuring charges 2,050 269 699 3,018 
Payments(7,930)— — (7,930)
Asset write-offs and other— (269)(699)(968)
Balance - September 30, 202358,499 — — 58,499 
Restructuring charges (recoveries)(4,848)54 3,224 (1,570)
Payments(2,103)— — (2,103)
Asset write-offs and other— (54)(3,224)(3,278)
Balance - December 31, 2023$51,548 $— $— $51,548 
At December 31, 2024, $12 million and $32 million of accrued severance related costs were included in other accrued liabilities and other liabilities, respectively, and are expected to result in cash expenditures through fiscal 2028. The current and prior year severance related net charges are primarily comprised of accruals for severance and pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712. The prior year severance related net recoveries are primarily comprised of adjustments to accruals for severance pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712.
By segment, for the three and six months ended December 31, 2024, $3 million and $26 million, respectively, of restructuring costs were incurred in the Materials segment, $3 million and $4 million, respectively, of restructuring costs were incurred in the Networking segment, and $2 million of restructuring costs were incurred in both periods in the Lasers segment. By segment, for the three and six months ended December 31, 2023, $2 million and $7 million, respectively, of restructuring costs were incurred in the Materials segment, partially offset by $3 million and $5 million, respectively, of restructuring recoveries in the
Networking segment. Restructuring charges and recoveries are recorded in Restructuring Charges (Recoveries) in our Condensed Consolidated Statements of Earnings (Loss).
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 103,385 $ (26,991) $ 129,272 $ (94,525)
v3.25.0.1
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Dec. 31, 2024
shares
Dec. 31, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Stephen Skaggs [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On November 21, 2024, Stephen Skaggs, a Company director, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2025 with respect to the sale of up to 8,000 Company shares.
Name Stephen Skaggs  
Title director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date November 21, 2024  
Expiration Date December 31, 2025  
Arrangement Duration 405 days  
Aggregate Available 8,000 8,000
Julie Eng [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On December 1, 2024, Julie Eng, the Company’s Chief Technology Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through July 31, 2026 with respect to the sale of up to 9,278 Company shares.
Name Julie Eng  
Title Chief Technology Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date December 1, 2024  
Expiration Date July 31, 2026  
Arrangement Duration 607 days  
Aggregate Available 9,278 9,278
Giovanni Barbarossa [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On December 6, 2024, Giovanni Barbarossa, the Company’s Chief Strategy Officer and President, Materials Segment, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2026 with respect to the sale of up to 120,186 Company shares.
Name Giovanni Barbarossa  
Title Chief Strategy Officer and President  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date December 6, 2024  
Expiration Date December 31, 2026  
Arrangement Duration 755 days  
Aggregate Available 120,186 120,186
Christopher Koeppen [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On December 9, 2024, Christopher Koeppen, the Company’s Chief Innovation Officer and SVP, Aerospace & Defense, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2025 with respect to the sale of up to 31,741 Company shares.
Name Christopher Koeppen  
Title Chief Innovation Officer and SVP  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date December 9, 2024  
Expiration Date December 31, 2025  
Arrangement Duration 387 days  
Aggregate Available 31,741 31,741
v3.25.0.1
Basis of Presentation (Policies)
6 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation.
Recently Issued Financial Accounting Standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In March 2024, the Securities and Exchange Commission (the “SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.” This ASU requires disclosure about specific types of expenses included in expense captions including purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for our annual disclosures starting in fiscal year 2028 and interim periods starting in fiscal year 2029. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Fair Value of Financial Instruments
The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. We estimate fair value of our financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:
Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
v3.25.0.1
Revenue from Contracts with Customers (Tables)
6 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregated Revenue
The following tables summarize disaggregated revenue by market ($000):
Three Months Ended December 31, 2024Six Months Ended December 31, 2024
NetworkingMaterialsLasersTotalNetworkingMaterialsLasersTotal
Industrial$13,851 $126,381 $297,213 $437,445 $28,231 $246,027 $570,127 $844,385 
Communications792,862 30,237 — 823,099 1,532,018 65,372 — 1,597,390 
Electronics1,793 76,424 18 78,235 3,964 150,481 18 154,463 
Instrumentation7,407 10,433 78,046 95,886 14,572 19,022 152,968 186,562 
Total Revenues$815,913 $243,475 $375,277 $1,434,665 $1,578,785 $480,902 $723,113 $2,782,800 
Three Months Ended December 31, 2023Six Months Ended December 31, 2023
NetworkingMaterialsLasersTotalNetworkingMaterialsLasersTotal
Industrial$14,746 $137,128 $271,494 $423,368 $30,711 $270,331 $526,660 $827,702 
Communications499,350 20,984 — 520,334 945,624 34,236 — 979,860 
Electronics1,453 87,279 — 88,732 3,177 175,344 — 178,521 
Instrumentation8,686 8,287 82,027 99,000 17,572 18,407 162,455 198,434 
Total Revenues$524,235 $253,678 $353,521 $1,131,434 $997,084 $498,318 $689,115 $2,184,517 
v3.25.0.1
Inventories (Tables)
6 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Components of Inventories
The components of inventories were as follows ($000):
December 31,
2024
June 30,
2024
Raw materials$386,472 $429,888 
Work in progress730,085 620,575 
Finished goods228,006 235,941 
Total inventories$1,344,563 $1,286,404 
v3.25.0.1
Property, Plant and Equipment (Tables)
6 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Property, plant and equipment consists of the following ($000):
December 31,
2024
June 30,
2024
Land and improvements$65,482 $66,156 
Buildings and improvements783,840 774,991 
Machinery and equipment2,127,757 2,034,310 
Construction in progress482,502 398,884 
Finance lease right-of-use asset25,000 25,000 
3,484,581 3,299,341 
Less accumulated depreciation and amortization(1,595,003)(1,482,082)
Property, plant, and equipment, net$1,889,578 $1,817,259 
v3.25.0.1
Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Carrying Amount of Goodwill
Changes in the carrying amount of goodwill were as follows ($000):
Six Months Ended December 31, 2024
NetworkingMaterials LasersTotal
Balance-beginning of period$1,036,592 $245,983 $3,181,754 $4,464,329 
Foreign currency translation(460)992 (73,806)(73,274)
Balance-end of period$1,036,132 $246,975 $3,107,948 $4,391,055 
Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill were as follows ($000):
December 31, 2024June 30, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book Value
Technology$1,635,502 $(452,308)$1,183,194 $1,653,289 $(394,040)$1,259,249 
Trade Names438,470 (8,470)430,000 438,470 (8,470)430,000 
Customer Lists2,270,524 (572,069)1,698,455 2,310,550 (498,252)1,812,298 
Backlog and Other87,459 (85,428)2,031 88,792 (87,092)1,700 
Total$4,431,955 $(1,118,275)$3,313,680 $4,491,101 $(987,854)$3,503,247 
v3.25.0.1
Debt (Tables)
6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Components of Debt
The components of debt as of the dates indicated were as follows ($000):
December 31,
2024
June 30,
2024
Term A Facility, interest at adjusted SOFR, as defined, plus 1.850%
$679,375 $775,625 
Debt issuance costs, Term A Facility and Revolving Credit Facility(10,600)(13,586)
Term B Facility, interest at adjusted SOFR, as defined, plus 2.500%
2,232,358 2,384,536 
Debt issuance costs, Term B Facility(42,882)(49,835)
1.30% Term loan
— 335 
Facility construction loan in Germany17,110 19,082 
5.000% Senior Notes
990,000 990,000 
Debt issuance costs and discount, Senior Notes(5,459)(5,939)
Total debt3,859,902 4,100,218 
Current portion of long-term debt(27,208)(73,770)
Long-term debt, less current portion$3,832,694 $4,026,448 
v3.25.0.1
Leases (Tables)
6 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Lease Costs
The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended December 31, 2024Six Months Ended
December 31, 2024
Finance lease cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities240 486 
Total finance lease cost657 1,319 
Operating lease cost14,095 28,354 
Total lease cost$14,752 $29,673 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$240 $246 
Operating cash flows from operating leases13,918 27,572 
Financing cash flows from finance leases425 462 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.0
Operating leases6.7
Weighted-Average Discount Rate
Finance leases5.6 %
Operating leases7.0 %
Three Months Ended
December 31, 2023
Six Months Ended
December 31, 2023
Finance Lease Cost
Amortization of right-of-use assets$417 $833 
Interest on lease liabilities263 531 
Total finance lease cost$680 $1,364 
Operating lease cost12,764 25,707 
Total lease cost$13,444 $27,071 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$263 $531 
Operating cash flows from operating leases12,264 24,539 
Financing cash flows from finance leases384 763 
v3.25.0.1
Equity and Redeemable Preferred Stock (Tables)
6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Dividends
The following table presents dividends per share and dividends recognized:
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Dividends per share$150 $142 $298 $283 
Dividends ($000)30,727 29,235 61,075 58,109 
Deemed dividends ($000)1,535 1,345 3,020 2,644 
v3.25.0.1
Noncontrolling Interests (Tables)
6 Months Ended
Dec. 31, 2024
Noncontrolling Interest [Abstract]  
Schedule of Noncontrolling Interests
The following table presents the activity in noncontrolling interests in Silicon Carbide ($000s):
Six Months Ended December 31,
20242023
Balance-beginning of period$371,392 $— 
Sale of shares to noncontrolling interests
— 373,573 
Share of foreign currency translation adjustments(399)1,065 
Net loss(2,869)(1,484)
Balance-end of period$368,124 $373,154 
v3.25.0.1
Earnings (Loss) Per Share (Tables)
6 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Reconciliation of Basic and Diluted Earnings (Loss) Per Share
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (000, except per share data):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Numerator
Net earnings (loss) attributable to Coherent Corp.$103,385 $(26,991)$129,272 $(94,525)
Deduct Series B dividends and deemed dividends(32,262)(30,580)(64,095)(60,753)
Basic earnings (loss) available to common shareholders$71,123 $(57,571)$65,177 $(155,278)
Diluted earnings (loss) available to common shareholders$71,123 $(57,571)$65,177 $(155,278)
Denominator
Weighted average shares154,767 151,564 154,197 150,946 
Effect of dilutive securities:
Common stock equivalents5,222 — 5,078 — 
Diluted weighted average common shares159,989 151,564 159,275 150,946 
Basic earnings (loss) per common share$0.46 $(0.38)$0.42 $(1.03)
Diluted earnings (loss) per common share$0.44 $(0.38)$0.41 $(1.03)
Schedule of Potential Shares Excluded from Calculation of Diluted Net Loss Per Share
The following table presents potential shares of common stock excluded from the calculation of diluted net earnings (loss) per share, as their effect would have been anti-dilutive (000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Common stock equivalents— 1,956 2,146 
Series B Convertible Preferred Stock28,920 27,516 28,741 27,346 
Total anti-dilutive shares28,920 29,472 28,746 29,492 
v3.25.0.1
Segment Reporting (Tables)
6 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Financial Information by Segment
The following table summarizes selected financial information of our operations by segment and reconciles segment profit to consolidated earnings (loss) before income taxes for the periods presented ($000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Segment revenue
Networking$815,913 $524,235 1,578,785 997,084 
Materials243,475 253,678 480,902 498,318 
Lasers375,277 353,521 723,113 689,115 
Total segment revenue1,434,665 1,131,434 2,782,800 2,184,517 
Intersegment revenue
Networking12,584 9,979 27,011 22,866 
Materials119,122 96,042 251,290 183,784 
Lasers2,318 1,205 3,882 1,844 
Unallocated(134,024)(107,226)(282,183)(208,494)
Total intersegment revenue— — — — 
Segment profit
Networking153,269 95,350 289,175 156,063 
Materials74,117 56,220 165,225 106,322 
Lasers87,520 62,548 151,259 108,241 
Total segment profit314,906 214,118 605,659 370,626 
Unallocated Corporate items
Corporate and centralized function costs (1)
(49,959)(61,669)(123,061)(107,204)
Share-based compensation(41,012)(27,252)(76,490)(71,776)
Restructuring costs (2)
(8,021)1,570 (32,385)(1,448)
Integration, site consolidated and other costs (3)
(7,332)(23,376)(18,081)(35,454)
Amortization of intangibles(71,716)(71,507)(143,578)(144,168)
Interest expense(64,278)(74,678)(130,922)(147,936)
Other (income) expense, net55,816 5,387 66,565 11,656 
Earnings (loss) before income taxes$128,404 $(37,407)$147,707 $(125,704)
Expenditures for property, plant, and equipment
Networking$70,211 $36,374 $118,897 $53,867 
Materials30,703 54,511 64,499 95,023 
Lasers4,769 585 14,271 4,777 
Total expenditures for property, plant, and equipment$105,683 $91,470 $197,667 $153,667 
(1)We do not allocate corporate and centralized function costs that are not directly attributable to our operating segments.
(2)See Note 17. Restructuring Plan for further information.
(3)Integration and site consolidation costs in the three and six months ended December 31, 2024 includes $4 million and $15 million, respectively, in consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, and $3 million and $2 million, respectively, of employee severance and retention costs related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan. Integration and site consolidation costs in the three and six months ended December 31, 2023
primarily include $16 million and $23 million, respectively, in consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, and $4 million and $6 million, respectively, of employee severance and retention costs related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan.
Schedule of Segment Assets
The following table summarizes segment assets ($000):
Segment assets and reconciliation to total assetsDecember 31,
2024
June 30,
2024
Networking$3,545,700 $3,472,866 
Materials2,862,533 3,017,858 
Lasers7,062,988 7,361,731 
Corporate and shared services726,113 636,179 
Total assets$14,197,334 $14,488,634 
v3.25.0.1
Share-Based Compensation (Tables)
6 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-Based Compensation Expense
Share-based compensation expense for the periods indicated was as follows ($000):
Three Months Ended
December 31,
Six Months Ended
December 31,
2024202320242023
Stock Options and Cash-Based Stock Appreciation Rights$166 $803 $583 $(254)
Restricted Share Awards and Cash-Based Restricted Share Unit Awards23,881 20,923 47,650 51,988 
Performance Share Awards and Cash-Based Performance Share Unit Awards14,757 2,985 23,749 13,830 
Employee Stock Purchase Plan2,208 2,541 4,508 6,212 
$41,012 $27,252 $76,490 $71,776 
v3.25.0.1
Fair Value of Financial Instruments (Tables)
6 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value and Carrying Value of Debt Facilities
The fair value and carrying value of the Debt Facilities were as follows ($000):
December 31, 2024June 30, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Senior Notes$947,093 $984,541 $938,193 $984,061 
Term A Facility682,772 672,923 777,564 762,039 
Term B Facility2,249,101 2,189,476 2,390,497 2,334,701 
v3.25.0.1
Accumulated Other Comprehensive Income (Loss) (Tables)
6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of AOCI, Net of Tax
The changes in AOCI by component, net of tax, for the six months ended December 31, 2024 were as follows ($000):
Foreign
Currency
Translation
Adjustment
Interest Rate InstrumentsDefined
Benefit
Pension Plan
Total
Accumulated Other
Comprehensive
Income (Loss)
AOCI - June 30, 2024
$(26,092)$35,916 $(7,184)$2,640 
Other comprehensive loss before reclassifications(141,591)(1,695)(584)(143,870)
Amounts reclassified from AOCI— (18,486)— (18,486)
Net current-period other comprehensive loss(141,591)(20,181)(584)(162,356)
AOCI - December 31, 2024$(167,683)$15,735 $(7,768)$(159,716)
v3.25.0.1
Restructuring Plan (Tables)
6 Months Ended
Dec. 31, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Components of Restructuring Charges and Payments and Other Deductions
Activity and accrual balances for the Restructuring Plan were as follows for the first two quarters of fiscal 2024 and 2023 ($000):
Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2024$51,061 $— $— $51,061 
Restructuring charges (recoveries)(455)15,970 8,850 24,365 
Payments(6,796)— — (6,796)
Asset write-offs and other— (15,970)(8,850)(24,820)
Balance - September 30, 202443,810 $— $— $43,810 
Restructuring charges 2,882 — 5,139 8,021 
Payments(752)— — (752)
Asset write-offs and other(1,609)— (5,139)(6,748)
Balance - December 31, 2024$44,331 $— $— $44,331 

Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2023$64,379 $— $— $64,379 
Restructuring charges 2,050 269 699 3,018 
Payments(7,930)— — (7,930)
Asset write-offs and other— (269)(699)(968)
Balance - September 30, 202358,499 — — 58,499 
Restructuring charges (recoveries)(4,848)54 3,224 (1,570)
Payments(2,103)— — (2,103)
Asset write-offs and other— (54)(3,224)(3,278)
Balance - December 31, 2023$51,548 $— $— $51,548 
v3.25.0.1
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue by Market (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]        
Revenues $ 1,434,665 $ 1,131,434 $ 2,782,800 $ 2,184,517
Industrial        
Disaggregation of Revenue [Line Items]        
Revenues 437,445 423,368 844,385 827,702
Communications        
Disaggregation of Revenue [Line Items]        
Revenues 823,099 520,334 1,597,390 979,860
Electronics        
Disaggregation of Revenue [Line Items]        
Revenues 78,235 88,732 154,463 178,521
Instrumentation        
Disaggregation of Revenue [Line Items]        
Revenues 95,886 99,000 186,562 198,434
Networking        
Disaggregation of Revenue [Line Items]        
Revenues 815,913 524,235 1,578,785 997,084
Networking | Industrial        
Disaggregation of Revenue [Line Items]        
Revenues 13,851 14,746 28,231 30,711
Networking | Communications        
Disaggregation of Revenue [Line Items]        
Revenues 792,862 499,350 1,532,018 945,624
Networking | Electronics        
Disaggregation of Revenue [Line Items]        
Revenues 1,793 1,453 3,964 3,177
Networking | Instrumentation        
Disaggregation of Revenue [Line Items]        
Revenues 7,407 8,686 14,572 17,572
Materials        
Disaggregation of Revenue [Line Items]        
Revenues 243,475 253,678 480,902 498,318
Materials | Industrial        
Disaggregation of Revenue [Line Items]        
Revenues 126,381 137,128 246,027 270,331
Materials | Communications        
Disaggregation of Revenue [Line Items]        
Revenues 30,237 20,984 65,372 34,236
Materials | Electronics        
Disaggregation of Revenue [Line Items]        
Revenues 76,424 87,279 150,481 175,344
Materials | Instrumentation        
Disaggregation of Revenue [Line Items]        
Revenues 10,433 8,287 19,022 18,407
Lasers        
Disaggregation of Revenue [Line Items]        
Revenues 375,277 353,521 723,113 689,115
Lasers | Industrial        
Disaggregation of Revenue [Line Items]        
Revenues 297,213 271,494 570,127 526,660
Lasers | Communications        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 0 0
Lasers | Electronics        
Disaggregation of Revenue [Line Items]        
Revenues 18 0 18 0
Lasers | Instrumentation        
Disaggregation of Revenue [Line Items]        
Revenues $ 78,046 $ 82,027 $ 152,968 $ 162,455
v3.25.0.1
Revenue from Contracts with Customers - Additional Information (Details)
$ in Millions
6 Months Ended
Dec. 31, 2024
USD ($)
Revenue from Contract with Customer [Abstract]  
Revenue recognized related to customer payments $ 41
Contract liabilities 65
Contract liabilities included in other accrued liabilities 52
Contract liabilities included within other liabilities $ 13
v3.25.0.1
Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Inventory Disclosure [Abstract]    
Raw materials $ 386,472 $ 429,888
Work in progress 730,085 620,575
Finished goods 228,006 235,941
Total inventories $ 1,344,563 $ 1,286,404
v3.25.0.1
Property Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Property, Plant and Equipment [Line Items]    
Finance lease right-of-use asset $ 25,000 $ 25,000
Property, plant, and equipment and finance lease right-of-use asset 3,484,581 3,299,341
Less accumulated depreciation and amortization (1,595,003) (1,482,082)
Property, plant, and equipment, net 1,889,578 1,817,259
Land and improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 65,482 66,156
Buildings and improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 783,840 774,991
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 2,127,757 2,034,310
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 482,502 $ 398,884
v3.25.0.1
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details)
$ in Thousands
6 Months Ended
Dec. 31, 2024
USD ($)
Goodwill [Roll Forward]  
Balance-beginning of period $ 4,464,329
Foreign currency translation (73,274)
Balance-end of period 4,391,055
Networking  
Goodwill [Roll Forward]  
Balance-beginning of period 1,036,592
Foreign currency translation (460)
Balance-end of period 1,036,132
Materials  
Goodwill [Roll Forward]  
Balance-beginning of period 245,983
Foreign currency translation 992
Balance-end of period 246,975
Lasers  
Goodwill [Roll Forward]  
Balance-beginning of period 3,181,754
Foreign currency translation (73,806)
Balance-end of period $ 3,107,948
v3.25.0.1
Goodwill and Other Intangible Assets - Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 4,431,955 $ 4,491,101
Accumulated Amortization (1,118,275) (987,854)
Net Book Value 3,313,680 3,503,247
Technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,635,502 1,653,289
Accumulated Amortization (452,308) (394,040)
Net Book Value 1,183,194 1,259,249
Trade Names    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 438,470 438,470
Accumulated Amortization (8,470) (8,470)
Net Book Value 430,000 430,000
Customer Lists    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 2,270,524 2,310,550
Accumulated Amortization (572,069) (498,252)
Net Book Value 1,698,455 1,812,298
Backlog and Other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 87,459 88,792
Accumulated Amortization (85,428) (87,092)
Net Book Value $ 2,031 $ 1,700
v3.25.0.1
Debt - Schedule of Components of Debt (Detail) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Jul. 01, 2022
Dec. 10, 2021
Dec. 21, 2020
Line of Credit Facility [Line Items]          
Total debt $ 3,859,902 $ 4,100,218      
Current portion of long-term debt (27,208) (73,770)      
Long-term debt, less current portion 3,832,694 4,026,448      
Line of credit | Secured Debt          
Line of Credit Facility [Line Items]          
Debt, gross $ 17,000        
Line of credit | Credit Agreement          
Line of Credit Facility [Line Items]          
Basis spread on variable rate 1.85%        
Line of credit | Credit Agreement | Term A Facility          
Line of Credit Facility [Line Items]          
Basis spread on variable rate 1.85%        
Debt, gross $ 679,375 775,625      
Line of credit | Credit Agreement | Debt issuance costs, Term A Facility and Revolving Credit Facility          
Line of Credit Facility [Line Items]          
Debt issuance costs $ (10,600) (13,586)      
Line of credit | Credit Agreement | Term B Facility          
Line of Credit Facility [Line Items]          
Basis spread on variable rate 2.50%        
Debt, gross $ 2,232,358 2,384,536      
Debt issuance costs $ (42,882) (49,835)      
Line of credit | 1.30% Term loan | Secured Debt          
Line of Credit Facility [Line Items]          
Interest rate on debt 1.30%   1.30%    
Debt, gross $ 0 335      
Line of credit | Facility construction loan in Germany | Secured Debt          
Line of Credit Facility [Line Items]          
Interest rate on debt         1.55%
Debt, gross $ 17,110 19,082      
Senior Notes | 5.000% Senior Notes          
Line of Credit Facility [Line Items]          
Interest rate on debt 5.00%     5.00%  
Debt, gross $ 990,000 990,000      
Debt issuance costs and discount, Senior Notes $ (5,459) $ (5,939)      
v3.25.0.1
Debt - Senior Credit Facility (Details) - USD ($)
3 Months Ended 6 Months Ended
Jan. 02, 2025
Apr. 02, 2024
Mar. 31, 2023
Dec. 31, 2024
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jul. 01, 2022
Line of Credit Facility [Line Items]                  
Amortization of debt issuance costs             $ 10,418,000 $ 8,803,000  
Revolving Credit Facility | Credit Agreement | Minimum                  
Line of Credit Facility [Line Items]                  
Basis spread on variable rate     1.75%            
Line of credit | Credit Agreement                  
Line of Credit Facility [Line Items]                  
Basis spread on variable rate             1.85%    
Line of credit | Credit Agreement | Maximum                  
Line of Credit Facility [Line Items]                  
Basis spread on variable rate     2.50%            
Line of credit | Secured Debt | Credit Agreement                  
Line of Credit Facility [Line Items]                  
Aggregate amount of credit facility                 $ 4,000,000,000.0
Interest expense incurred       $ 52,000,000   $ 62,000,000 $ 106,000,000 122,000,000  
Increase (decrease) in interest expense       (7,000,000)   (12,000,000) (21,000,000) (23,000,000)  
Amortization of debt issuance costs       $ 4,000,000   $ 5,000,000 $ 9,000,000 $ 8,000,000  
Line of credit | Term A Facility | Credit Agreement                  
Line of Credit Facility [Line Items]                  
Aggregate amount of credit facility                 850,000,000
Adjusted variable rate floor     0.10%            
Basis spread on variable rate             1.85%    
Line of credit | Term A Facility | Credit Agreement | Minimum                  
Line of Credit Facility [Line Items]                  
Basis spread on variable rate     1.75%            
Line of credit | Term B Facility | Credit Agreement                  
Line of Credit Facility [Line Items]                  
Aggregate amount of credit facility                 2,800,000,000
Adjusted variable rate floor   0.50%              
Basis spread on variable rate             2.50%    
Debt extinguishment costs         $ 2,000,000        
Line of credit | Term B Facility | Credit Agreement | Subsequent Event                  
Line of Credit Facility [Line Items]                  
Adjusted variable rate floor 0.50%                
Basis spread on variable rate 2.00%                
Line of credit | Revolving Credit Facility                  
Line of Credit Facility [Line Items]                  
Basis spread on variable rate             1.85%    
Line of credit | Revolving Credit Facility | Credit Agreement                  
Line of Credit Facility [Line Items]                  
Aggregate amount of credit facility                 350,000,000
Adjusted variable rate floor     0.10%            
Line of credit | Revolving Credit Facility | Credit Agreement | Maximum                  
Line of Credit Facility [Line Items]                  
Basis spread on variable rate     2.50%            
Line of credit | Letter of Credit | Credit Agreement                  
Line of Credit Facility [Line Items]                  
Aggregate amount of credit facility                 $ 50,000,000
v3.25.0.1
Debt - Debt Assumed Through Acquisition (Details)
$ in Thousands
Dec. 21, 2020
EUR (€)
Dec. 31, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jul. 01, 2022
loan
Line of credit | Secured Debt        
Debt Instrument [Line Items]        
Aggregate principal outstanding   $ 17,000    
Line of credit | Secured Debt | 1.30% Term loan        
Debt Instrument [Line Items]        
Aggregate principal outstanding   $ 0 $ 335  
Interest rate on debt   1.30%   1.30%
Line of credit | Secured Debt | 1.00% State of Connecticut term loan due 2023        
Debt Instrument [Line Items]        
Interest rate on debt       1.00%
Line of credit | Secured Debt | Facility construction loan in Germany        
Debt Instrument [Line Items]        
Aggregate principal outstanding   $ 17,110 $ 19,082  
Interest rate on debt 1.55%      
Aggregate amount of credit facility | € € 24,000,000      
Term of loan 10 years      
Coherent Inc.        
Debt Instrument [Line Items]        
Number of loans assumed | loan       3
v3.25.0.1
Debt - Senior Notes (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Dec. 10, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Senior Notes | 5.000% Senior Notes          
Debt Instrument [Line Items]          
Interest rate on debt 5.00% 5.00%   5.00%  
Aggregate principal amount of bridge loan $ 990        
Interest expense incurred   $ 13 $ 13 $ 25 $ 25
Senior Notes | 5.000% Senior Notes | Senior Notes, Redemption, Period One          
Debt Instrument [Line Items]          
Redemption price, percentage of principal amount 100.00%        
Senior Notes | 5.000% Senior Notes | Senior Notes, Redemption, Period Two          
Debt Instrument [Line Items]          
Redemption percentage 40.00%        
Senior Notes | 5.000% Senior Notes | Senior Notes, Redemption, Period Three          
Debt Instrument [Line Items]          
Redemption price, percentage of principal amount 105.00%        
Line of credit | Credit Agreement | Revolving Credit Facility          
Debt Instrument [Line Items]          
Available credit under lines of credit   $ 319   $ 319  
v3.25.0.1
Income Taxes (Details) - USD ($)
$ in Millions
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Income Tax Disclosure [Abstract]      
Effective income tax rate, percent 14.00% 24.00%  
U.S. statutory rate 21.00%    
Gross unrecognized tax benefit $ 115   $ 117
Gross unrecognized tax benefits that would impact effective tax rate 19    
Interest and penalties accrued $ 9   $ 7
v3.25.0.1
Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Finance lease cost        
Amortization of right-of-use assets $ 417 $ 417 $ 833 $ 833
Interest on lease liabilities 240 263 486 531
Total finance lease cost 657 680 1,319 1,364
Operating lease cost 14,095 12,764 28,354 25,707
Total lease cost 14,752 13,444 29,673 27,071
Cash Paid for Amounts Included in the Measurement of Lease Liabilities        
Operating cash flows from finance leases 240 263 246 531
Operating cash flows from operating leases 13,918 12,264 27,572 24,539
Financing cash flows from finance leases $ 425 $ 384 $ 462 $ 763
Weighted-Average Remaining Lease Term (in Years)        
Finance leases 7 years   7 years  
Operating leases 6 years 8 months 12 days   6 years 8 months 12 days  
Weighted-Average Discount Rate        
Finance leases 5.60%   5.60%  
Operating leases 7.00%   7.00%  
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other accrued liabilities   Other accrued liabilities  
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other liabilities   Other liabilities  
v3.25.0.1
Equity and Redeemable Preferred Stock - Additional Information (Details)
$ / shares in Units, $ in Millions
1 Months Ended
Jul. 03, 2023
shares
Jul. 01, 2022
USD ($)
$ / shares
shares
Mar. 31, 2021
USD ($)
day
$ / shares
shares
Dec. 31, 2024
shares
Sep. 30, 2024
shares
Jun. 30, 2024
shares
Dec. 31, 2023
shares
Sep. 30, 2023
shares
Jun. 30, 2023
shares
Jul. 31, 2020
shares
Class of Stock [Line Items]                    
Preferred stock, shares authorized (in shares)       5,000,000            
Mandatory preferred convertible shares outstanding (in shares)       215,000 215,000 215,000 215,000 215,000 215,000  
Redeemable convertible preferred stock, shares issued (in shares)       215,000   215,000        
Mandatory Convertible Preferred Stock                    
Class of Stock [Line Items]                    
Mandatory preferred convertible shares authorized (in shares)       2,300,000            
Mandatory preferred convertible shares outstanding (in shares)       0            
Redeemable convertible preferred stock, shares issued (in shares)       0           2,300,000
Convertible preferred stock, shares issued upon conversion (in shares) 4.4523                  
Series B Convertible Preferred Stock                    
Class of Stock [Line Items]                    
Equity per share price (in usd per share) | $ / shares   $ 10,000                
Debt instrument conversion, conversion price per share (in usd per share) | $ / shares     $ 85              
Common stock , conversion, if volume weighted average price, percentage exceeds applicable conversion price     150.00%              
Debt instrument conversion, trading days | day     20              
Debt instrument conversion, consecutive trading days | day     30              
Default on payment obligation, cure period     30 days              
Default on payment obligation, dividend rate, quarterly increase, percentage     2.00%              
Preferred stock, accretion of redemption value, period     10 years              
Series B Convertible Preferred Stock | Minimum                    
Class of Stock [Line Items]                    
Preferred stock, default on payment obligation, dividend rate, percentage     8.00%              
Series B Convertible Preferred Stock | Maximum                    
Class of Stock [Line Items]                    
Preferred stock, default on payment obligation, dividend rate, percentage     14.00%              
Series B Convertible Preferred Stock | Private Placement                    
Class of Stock [Line Items]                    
Proceeds from common stock and preferred stock options exercised in full | $   $ 1,400                
Series B-1 Convertible Preferred Stock                    
Class of Stock [Line Items]                    
Mandatory preferred convertible shares outstanding (in shares)       75,000            
Redeemable convertible preferred stock, shares issued (in shares)       75,000            
Equity per share price (in usd per share) | $ / shares     $ 10,000              
Series B-1 Convertible Preferred Stock | Private Placement                    
Class of Stock [Line Items]                    
Shares issued and sold (in shares)     75,000              
Proceeds from common stock and preferred stock options exercised in full | $     $ 750              
Series B-2 Convertible Preferred Stock                    
Class of Stock [Line Items]                    
Mandatory preferred convertible shares outstanding (in shares)       140,000            
Redeemable convertible preferred stock, shares issued (in shares)       140,000            
Series B-2 Convertible Preferred Stock | Private Placement                    
Class of Stock [Line Items]                    
Shares issued and sold (in shares)   140,000                
Common Stock                    
Class of Stock [Line Items]                    
Preferred stock, shares converted (in shares) 10,240,290                  
v3.25.0.1
Equity and Redeemable Preferred Stock - Schedule of Dividends Recognized (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Class of Stock [Line Items]        
Dividends $ 32,262 $ 30,580 $ 64,095 $ 60,753
Series B Convertible Preferred Stock        
Class of Stock [Line Items]        
Dividends per share (in usd per share) $ 150 $ 142 $ 298 $ 283
Dividends $ 30,727 $ 29,235 $ 61,075 $ 58,109
Deemed dividends $ 1,535 $ 1,345 $ 3,020 $ 2,644
v3.25.0.1
Noncontrolling Interests - Additional Information (Details) - USD ($)
$ in Thousands
6 Months Ended
Dec. 04, 2023
Oct. 10, 2023
Dec. 31, 2024
Dec. 31, 2023
Noncontrolling Interest [Line Items]        
Sale of shares to noncontrolling interests   $ 1,000,000 $ 0 $ 1,000,000
Silicon Carbide        
Noncontrolling Interest [Line Items]        
Non-controlling ownership interest percentage   75.00%    
Denso Corporation | Silicon Carbide        
Noncontrolling Interest [Line Items]        
Equity investment, ownership percentage   12.50%    
Mitsubishi Electric Corporation | Silicon Carbide        
Noncontrolling Interest [Line Items]        
Equity investment, ownership percentage   12.50%    
Denso Corporation | Silicon Carbide        
Noncontrolling Interest [Line Items]        
Sale of stock, value of shares issued   $ 500,000    
Denso Corporation | Silicon Carbide | Common Class A | Private Placement        
Noncontrolling Interest [Line Items]        
Shares issued and sold (in shares) 16,666,667      
Mitsubishi Electric Corporation | Silicon Carbide        
Noncontrolling Interest [Line Items]        
Sale of stock, value of shares issued   $ 500,000    
Mitsubishi Electric Corporation | Silicon Carbide | Common Class A | Private Placement        
Noncontrolling Interest [Line Items]        
Shares issued and sold (in shares) 16,666,667      
v3.25.0.1
Noncontrolling Interests - Schedule of Noncontrolling Interests Activity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Equity, Attributable to Noncontrolling Interest [Roll Forward]            
Balance-beginning of period $ 5,871,994 $ 5,581,507 $ 4,831,986 $ 4,987,551 $ 5,581,507 $ 4,987,551
Sale of shares to noncontrolling interests     850,058      
Share of foreign currency translation adjustments (432,264) 290,274 226,788 (107,903) (141,990) 118,885
Net loss 101,542 24,861 (28,475) (67,534) 126,403 (96,009)
Balance-end of period 5,536,347 5,871,994 5,844,056 4,831,986 5,536,347 5,844,056
NCI            
Equity, Attributable to Noncontrolling Interest [Roll Forward]            
Balance-beginning of period 370,917 371,392 0 0 371,392 0
Sale of shares to noncontrolling interests     373,573      
Share of foreign currency translation adjustments (950) 551 1,065      
Net loss (1,843) (1,026) (1,484)      
Balance-end of period 368,124 370,917 373,154 0 368,124 373,154
NCI | Silicon Carbide            
Equity, Attributable to Noncontrolling Interest [Roll Forward]            
Balance-beginning of period   $ 371,392   $ 0 371,392 0
Sale of shares to noncontrolling interests         0 373,573
Share of foreign currency translation adjustments         (399) 1,065
Net loss         (2,869) (1,484)
Balance-end of period $ 368,124   $ 373,154   $ 368,124 $ 373,154
v3.25.0.1
Earnings (Loss) Per Share - Schedule of Reconciliation of Basic and Diluted of Earnings (loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Numerator        
Net earnings (loss) attributable to Coherent Corp. $ 103,385 $ (26,991) $ 129,272 $ (94,525)
Deduct Series B dividends and deemed dividends (32,262) (30,580) (64,095) (60,753)
Net Earnings (Loss) Available to the Common Shareholders, Basic 71,123 (57,571) 65,177 (155,278)
Net Earnings (Loss) Available to the Common Shareholders, Diluted $ 71,123 $ (57,571) $ 65,177 $ (155,278)
Denominator        
Weighted average shares, basic (in shares) 154,767 151,564 154,197 150,946
Effect of dilutive securities:        
Common stock equivalents (in shares) 5,222 0 5,078 0
Diluted weighted average common shares (in shares) 159,989 151,564 159,275 150,946
Basic earnings (loss) per common share (in usd per share) $ 0.46 $ (0.38) $ 0.42 $ (1.03)
Diluted earnings (loss) per common share (in usd per share) $ 0.44 $ (0.38) $ 0.41 $ (1.03)
v3.25.0.1
Earnings (Loss) Per Share - Schedule of Potential Shares Excluded from Calculation of Diluted Net Earnings (Loss) Per Share (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive shares (in shares) 28,920 29,472 28,746 29,492
Common stock equivalents        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive shares (in shares) 0 1,956 5 2,146
Series B Convertible Preferred Stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive shares (in shares) 28,920 27,516 28,741 27,346
v3.25.0.1
Segment Reporting - Additional Information (Details)
6 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of segments 3
v3.25.0.1
Segment Reporting - Schedule of Financial Information by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues $ 1,434,665 $ 1,131,434 $ 2,782,800 $ 2,184,517
Share-based compensation (41,012) (27,252) (76,490) (71,776)
Restructuring charges (recoveries)     (18,370) (2,639)
Interest expense (64,278) (74,678) (130,922) (147,936)
Other income, net (55,816) (5,386) (66,565) (11,655)
Earnings (loss) before income taxes 128,404 (37,407) 147,707 (125,704)
Expenditures for property, plant, and equipment 105,683 91,470 197,667 153,667
2023 Restructuring Plan        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Restructuring charges (recoveries) (8,000) 2,000 (32,000) (1,000)
Networking        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 815,913 524,235 1,578,785 997,084
Networking | 2023 Restructuring Plan        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Restructuring charges (recoveries) (3,000) 3,000 (4,000) 5,000
Materials        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 243,475 253,678 480,902 498,318
Materials | 2023 Restructuring Plan        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Restructuring charges (recoveries) (3,000) (2,000) (26,000) (7,000)
Lasers        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 375,277 353,521 723,113 689,115
Lasers | 2023 Restructuring Plan        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Restructuring charges (recoveries) (2,000)   (2,000)  
Operating Segments        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 1,434,665 1,131,434 2,782,800 2,184,517
Segment profit 314,906 214,118 605,659 370,626
Operating Segments | Networking        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 815,913 524,235 1,578,785 997,084
Segment profit 153,269 95,350 289,175 156,063
Expenditures for property, plant, and equipment 70,211 36,374 118,897 53,867
Operating Segments | Materials        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 243,475 253,678 480,902 498,318
Segment profit 74,117 56,220 165,225 106,322
Expenditures for property, plant, and equipment 30,703 54,511 64,499 95,023
Operating Segments | Lasers        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 375,277 353,521 723,113 689,115
Segment profit 87,520 62,548 151,259 108,241
Expenditures for property, plant, and equipment 4,769 585 14,271 4,777
Unallocated        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 134,024 107,226 282,183 208,494
Intersegment        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues 0 0 0 0
Intersegment | Networking        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues (12,584) (9,979) (27,011) (22,866)
Intersegment | Materials        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues (119,122) (96,042) (251,290) (183,784)
Intersegment | Lasers        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Revenues (2,318) (1,205) (3,882) (1,844)
Corporate and shared services        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Corporate and centralized function costs (49,959) (61,669) (123,061) (107,204)
Share-based compensation (41,012) (27,252) (76,490) (71,776)
Restructuring charges (recoveries) (8,021) 1,570 (32,385) (1,448)
Integration, site consolidated and other costs (7,332) (23,376) (18,081) (35,454)
Amortization of intangibles (71,716) (71,507) (143,578) (144,168)
Interest expense (64,278) (74,678) (130,922) (147,936)
Other income, net 55,816 5,387 66,565 11,656
Earnings (loss) before income taxes 128,404 (37,407) 147,707 (125,704)
Consulting costs related to projects to integrate recent acquisitions 4,000 16,000 15,000 23,000
Corporate and shared services | 2023 Restructuring Plan        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Manufacturing inefficiencies, employee severance and retention costs and duplicative labor $ 3,000 $ 4,000 $ 2,000 $ 6,000
v3.25.0.1
Segment Reporting - Schedule of Segment Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total assets $ 14,197,334 $ 14,488,634
Operating Segments | Networking    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total assets 3,545,700 3,472,866
Operating Segments | Materials    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total assets 2,862,533 3,017,858
Operating Segments | Lasers    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total assets 7,062,988 7,361,731
Corporate and shared services    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total assets $ 726,113 $ 636,179
v3.25.0.1
Share-Based Compensation - Additional Information (Details) - shares
Oct. 11, 2024
Jun. 03, 2024
Aug. 28, 2023
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Units granted (in shares)   147,214  
Award vesting period   3 years  
RSUs | Share-Based Payment Arrangement, Tranche One      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Units granted (in shares) 15,902    
Award vesting period 3 years    
RSUs | Share-Based Payment Arrangement, Tranche Two      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Units granted (in shares) 63,154    
Award vesting period 2 years    
Performance Shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Units granted (in shares) 118,853 694,007  
Award vesting period 3 years 3 years  
Employee Stock Purchase Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Offering period     6 months
Employee Stock Purchase Plan | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Percentage of employee payroll deductions authorized     15.00%
Employee Stock Purchase Plan | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Percentage of fair market value of common stock to purchase shares     85.00%
v3.25.0.1
Share-Based Compensation - Schedule of Expense by Award Type (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share based compensation expense $ 41,012 $ 27,252 $ 76,490 $ 71,776
Stock Options and Cash-Based Stock Appreciation Rights        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share based compensation expense 166 803 583 (254)
Restricted Share Awards and Cash-Based Restricted Share Unit Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share based compensation expense 23,881 20,923 47,650 51,988
Performance Share Awards and Cash-Based Performance Share Unit Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share based compensation expense 14,757 2,985 23,749 13,830
Employee Stock Purchase Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share based compensation expense $ 2,208 $ 2,541 $ 4,508 $ 6,212
v3.25.0.1
Fair Value of Financial Instruments - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Sep. 24, 2024
Sep. 01, 2024
Aug. 31, 2024
Jun. 30, 2024
Mar. 20, 2023
Feb. 28, 2023
Jun. 30, 2022
Feb. 23, 2022
Nov. 24, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                          
Derivative asset, statement of financial position Prepaid and other current assets   Prepaid and other current assets         Prepaid and other current assets          
Restricted cash $ 751,000,000   $ 751,000,000         $ 864,000,000          
Realized gains on derivatives 0 $ 14,000,000 16,000,000 $ 3,000,000                  
Silicon Carbide                          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                          
Restricted cash 748,000,000   748,000,000         858,000,000          
Other Entities                          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                          
Restricted cash 3,000,000   3,000,000         5,000,000          
Interest Rate Swap                          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                          
Notional amount                   $ 825,000,000 $ 825,000,000   $ 1,075,000,000
Fixed interest rate         0.10%               1.52%
Floor interest rate                 1.42%       0.00%
Derivative asset               8,000,000          
Interest Rate Cap                          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                          
Notional amount           $ 1,500,000,000 $ 500,000,000            
Fixed interest rate                       0.853%  
Derivative asset $ 32,000,000   $ 32,000,000         $ 50,000,000          
SOFR percentage of derivative                       1.92%  
Interest Rate Cap | Minimum                          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                          
Notional amount                       $ 500,000,000  
Interest Rate Cap | Maximum                          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                          
Notional amount                       $ 1,500,000,000  
v3.25.0.1
Fair Value of Financial Instruments - Schedule of Fair Value and Carrying Value of Debt Facilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Fair Value | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities $ 947,093 $ 938,193
Fair Value | Term A Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 682,772 777,564
Fair Value | Term B Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 2,249,101 2,390,497
Carrying Value | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 984,541 984,061
Carrying Value | Term A Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 672,923 762,039
Carrying Value | Term B Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities $ 2,189,476 $ 2,334,701
v3.25.0.1
Accumulated Other Comprehensive Income (Loss) (Details)
$ in Thousands
6 Months Ended
Dec. 31, 2024
USD ($)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period $ 5,581,507
Balance-end of period 5,536,347
Total Accumulated Other Comprehensive Income (Loss)  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period 2,640
Other comprehensive loss before reclassifications (143,870)
Amounts reclassified from AOCI (18,486)
Net current-period other comprehensive loss (162,356)
Balance-end of period (159,716)
Foreign Currency Translation Adjustment  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period (26,092)
Other comprehensive loss before reclassifications (141,591)
Amounts reclassified from AOCI 0
Net current-period other comprehensive loss (141,591)
Balance-end of period (167,683)
Interest Rate Instruments  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period 35,916
Other comprehensive loss before reclassifications (1,695)
Amounts reclassified from AOCI (18,486)
Net current-period other comprehensive loss (20,181)
Balance-end of period 15,735
Defined Benefit Pension Plan  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period (7,184)
Other comprehensive loss before reclassifications (584)
Amounts reclassified from AOCI 0
Net current-period other comprehensive loss (584)
Balance-end of period $ (7,768)
v3.25.0.1
Restructuring Plan - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]        
Restructuring charges (recoveries)     $ 18,370 $ 2,639
May 2023 Restructuring Plan        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges (recoveries) $ 8,000 $ (2,000) 32,000 1,000
May 2023 Restructuring Plan | Materials        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges (recoveries) 3,000 2,000 26,000 7,000
May 2023 Restructuring Plan | Networking        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges (recoveries) 3,000 $ (3,000) 4,000 $ (5,000)
May 2023 Restructuring Plan | Lasers        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges (recoveries) 2,000   2,000  
May 2023 Restructuring Plan | Employee Severance        
Restructuring Cost and Reserve [Line Items]        
Restructuring accrual, current 12,000   12,000  
Restructuring accrual, noncurrent $ 32,000   $ 32,000  
v3.25.0.1
Restructuring Plan - Schedule of Components and Restructuring Charges and Payments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Restructuring Reserve [Roll Forward]            
Restructuring charges (recoveries) $ 8,021   $ (1,570)   $ 32,385 $ 1,448
May 2023 Restructuring Plan            
Restructuring Reserve [Roll Forward]            
Beginning Balance 43,810 $ 51,061 58,499 $ 64,379 51,061 64,379
Restructuring charges (recoveries) 8,021 24,365 (1,570) 3,018    
Payments (752) (6,796) (2,103) (7,930)    
Asset write-offs and other (6,748) (24,820) (3,278) (968)    
Ending Balance 44,331 43,810 51,548 58,499 44,331 51,548
May 2023 Restructuring Plan | Severance            
Restructuring Reserve [Roll Forward]            
Beginning Balance 43,810 51,061 58,499 64,379 51,061 64,379
Restructuring charges (recoveries) 2,882 (455) (4,848) 2,050    
Payments (752) (6,796) (2,103) (7,930)    
Asset write-offs and other (1,609) 0 0 0    
Ending Balance 44,331 43,810 51,548 58,499 44,331 51,548
May 2023 Restructuring Plan | Asset Write-Offs            
Restructuring Reserve [Roll Forward]            
Beginning Balance 0 0 0 0 0 0
Restructuring charges (recoveries) 0 15,970 54 269    
Payments 0 0 0 0    
Asset write-offs and other 0 (15,970) (54) (269)    
Ending Balance 0 0 0 0 0 0
May 2023 Restructuring Plan | Other            
Restructuring Reserve [Roll Forward]            
Beginning Balance 0 0 0 0 0 0
Restructuring charges (recoveries) 5,139 8,850 3,224 699    
Payments 0 0 0 0    
Asset write-offs and other (5,139) (8,850) (3,224) (699)    
Ending Balance $ 0 $ 0 $ 0 $ 0 $ 0 $ 0

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