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                                                           July 3, 2024

Richard Martucci
Interim Chief Financial Officer and Treasurer
COHERENT CORP.
375 Saxonburg Boulevard
Saxonburg, PA 16056

       Re: COHERENT CORP.
           Form 10-Q for the Period Ended December 31, 2023
           Form 8-K Filed May 6, 2024
           File No. 001-39375
Dear Richard Martucci:

       We have reviewed your May 30, 2024 response to our comment letter and
have the
following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our May 15,
2024 letter.

Form 8-K Filed May 6, 2024
Exhibit 99.2, page 41

1.     We note your response to comment 2. Multiple components of the
integration, site
       consolidation, and other adjustment made to arrive at your non-GAAP
measures appear to
       represent normal, recurring operating expenses necessary to operate your
business as
       addressed in Question 100.01 of the Compliance and Disclosure
Interpretations for Non-
       GAAP Financial Measures. Specifically we note that inventory write-offs,
overlapping
       labor and travel, as well as employee retention costs all appear to be
normal, recurring
       operating expenses which should not be adjusted for pursuant to this
guidance. In this
       regard, please remove these components from your adjustment.
2.     In regard to the costs characterized as manufacturing inefficiencies
related to sites being
       shut down as part of the 2023 Restructuring Plan or Synergy and Site
Consolidation Plan,
       please tell us how the amounts were calculated and explain how you
determined that these
       are costs to exit businesses or sites.
 July 3, 2024
Page 2

3.     In regard to the adjustment for accelerated depreciation, we note that
this is incremental
       depreciation related to the eventual retirement of assets no longer to
be used. As it appears
       that these assets were still in use at your manufacturing facilities,
please remove the
       adjustment for accelerated depreciation in your determination of
non-GAAP measures.
       Refer to Question 100.04 of the Compliance and Disclosure
Interpretations for Non-
       GAAP Measures.
4.     Portions of your shareholder's letter appear to give more prominence to
non-GAAP
       measures than the most directly comparable GAAP measures. For example,
we note under
       the third quarter fiscal heading in Part II that you appear to emphasize
non-GAAP
       amounts. Please revise your disclosures throughout to present the most
directly
       comparable GAAP measures with equal or greater prominence. Refer to Item
       10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Compliance and
       Disclosure Interpretations for Non-GAAP Financial Measures.
5.     We note that you also adjust for start-up costs in your determination of
non-GAAP
       measures. Please help us better understand the nature of the amounts and
your
       consideration of the guidance in Question 100.01 the Compliance and
Disclosure
       Interpretations for Non- GAAP Financial Measures in determining that it
was appropriate
       to adjust for these amounts.
6.     We note the adjustments for amortization of acquired intangibles and
fair value of
       acquired inventory made in your determination of non-GAAP measures.
Please help us
       better understand the nature of these amounts, including if there are
multiple components
       included in these adjustments, and why they are excluded from your
non-GAAP
       measures.
       Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Industrial Applications and
                                                            Services
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