Use these links to rapidly review the documentTABLE OF CONTENTS PART IV

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



FORM 10-K

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended October 2, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number: 001-33962



COHERENT, INC.

Delaware

94-1622541(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)5100 Patrick Henry Drive, Santa Clara, California

95054(Address of principal executive offices)

(Zip Code)


Registrant's
telephone number, including area code:(408) 764-4000

Securities
registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredCommon Stock, $0.01 par value

The NASDAQ Stock Market LLC


Securities
registered pursuant to Section 12(g) of the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

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 ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files. Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of December 1, 2010, 25,045,744 shares of common stock were outstanding. The aggregate market value of the voting shares (based on the closing price
reported on the NASDAQ Global Select Market on April 2, 2010, of Coherent, Inc., held by nonaffiliates was $601,999,488. For purposes of this disclosure, shares of common stock held by
persons who own 5% or more of the outstanding common stock and shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be "affiliates" as that
term is defined under the Rules and Regulations of the Act. This determination of affiliate status is not necessarily conclusive.

DOCUMENT INCORPORATED BY REFERENCE

Portions
of the registrant's Proxy Statement for the registrant's fiscal 2011 Annual Meeting of Stockholders are incorporated by reference into Part III of the
Form 10-K to the extent stated herein. The Proxy Statement or an amended report on Form 10-K will be filed within 120 days of the registrant's fiscal year
ended October 2, 2010.



---





Table of Contents



TABLE OF CONTENTS



PART IITEM 1.

BUSINESS

4ITEM 1A.

RISK FACTORS

20ITEM 1B.

UNRESOLVED STAFF COMMENTS

36ITEM 2.

PROPERTIES

37ITEM 3.

LEGAL PROCEEDINGS

38ITEM 4.

(REMOVED AND RESERVED)

39PART IIITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

39ITEM 6.

SELECTED FINANCIAL DATA

41ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

42ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

62ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

63ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

63ITEM 9A.

CONTROLS AND PROCEDURES

63ITEM 9B.

OTHER INFORMATION

66PART IIIITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

66ITEM 11.

EXECUTIVE COMPENSATION

68ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

68ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

68ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

69PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

70SIGNATURES

72


1

---



Table of Contents

This Annual Report contains forward-looking statements. These forward-looking statements include, without limitation, statements regarding
future:



2

---



Table of Contents



In
addition, we include forward-looking statements under the "Our Strategy" and "Future Trends" headings set forth below in "Business" and under the "Bookings" heading set forth below in
"Management's Discussion and Analysis of Financial Condition and Results of Operations."

You
can identify these and other forward-looking statements by the use of the words such as "may," "will," "could," "would," "should," "expects," "plans," "anticipates," "estimates,"
"intends," "potential," "projected," "continue," "our observation," or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying
or relating to any of the foregoing statements.

Our
actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below in "Business,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and under the heading "Risk Factors." All forward-looking statements included in this document are based on
information available to us on the date hereof. We undertake no obligation to update these forward-looking statements as a result of events or circumstances or to reflect the occurrence of
unanticipated events or non-occurrence of anticipated events.

3

---





Table of Contents

PART I

ITEM 1.    BUSINESS

GENERAL

Business Overview

Our fiscal year ends on the Saturday closest to September 30. Fiscal years 2010, 2009 and 2008 ended on October 2,
October 3, and September 27, respectively, and are referred to in this annual report as fiscal 2010, fiscal 2009 and fiscal 2008 for convenience. Fiscal year 2009 included
53 weeks; fiscal years 2010 and 2008 included 52 weeks.

We
are one of the world's leading suppliers of photonics-based solutions in a broad range of commercial and scientific research applications. We design, manufacture, service and market
lasers and related accessories for a diverse group of customers. Since inception in 1966, we have grown through internal expansion and through strategic acquisitions of complementary businesses,
technologies, intellectual property, manufacturing processes and product offerings.

We
are organized into two operating segments: Commercial Lasers and Components ("CLC") and Specialty Lasers and Systems ("SLS"). This segmentation reflects the
go-to-market strategies for various products and markets. While both segments deliver cost-effective photonics solutions, CLC focuses on higher volume products that
are offered in set configurations. The product architectures are designed for easy exchange at the point of use such that substantially all product service and repairs are based upon advanced
replacement and depot (i.e., factory) repair. CLC's primary markets include materials processing and original equipment manufacturer ("OEM") components and instrumentation. SLS develops and
manufactures configurable, advanced performance products largely serving the microelectronics, OEM components and instrumentation and scientific research and government programs markets. The size and
complexity of many of the SLS products require service to be performed at the customer site by factory-trained field service engineers.

Effective
as of the beginning of the first quarter of fiscal 2009, we moved our diode pumped solid state ("DPSS") Germany and Crystal product families from the CLC segment into the SLS
segment. This concentrated all DPSS product families in the SLS segment. All reporting has been aligned to reflect the revised reportable operating segments (CLC and SLS) and prior periods have been
restated. See additional discussion in Note 18 "Segment and Geographic Information" of our Notes to Consolidated Financial Statements.

Income
(loss) from operations is the measure of profit and loss that our chief operating decision maker ("CODM") uses to assess performance and make decisions. Income (loss) from
operations represents the sales less the cost of sales and direct operating expenses incurred within the operating segments as well as allocated expenses such as shared sales and manufacturing costs.
We do not allocate to our operating segments certain operating expenses, which we manage separately at the corporate level. These unallocated costs include stock-based compensation and corporate
functions (certain advanced research and development, management, finance, legal and human resources) and are included in
Corporate and other. Management does not consider unallocated Corporate and other costs in its measurement of segment performance.

We
were originally incorporated in California on May 26, 1966 and reincorporated in Delaware on October 1, 1990.

Additional
information about Coherent, Inc. (referred to herein as the Company, we, our, or Coherent) is available on our web site at www.coherent.com. We make available, free of
charge on our web site, access to our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably

4

---



Table of Contents

practicable
after we file or furnish them electronically with the Securities and Exchange Commission ("SEC"). Information contained on our web site is not part of this annual report or our other
filings with the SEC. Any product, product name, process, or technology described in these materials is the property of Coherent, Inc.

INDUSTRY BACKGROUND

The word "laser" is an acronym for "light amplification by stimulated emission of radiation." A laser emits an intense coherent beam of
light with some unique and highly useful properties. Most importantly, a laser is orders of magnitude brighter than any lamp. As a result of its coherence, the beam can be focused to a very small and
intense spot, useful for applications requiring very high power densities including cutting and other materials processing procedures. The laser's high spatial resolution is also useful for
microscopic imaging and inspection applications. Laser light can be monochromaticall the beam energy is confined to a narrow wavelength band. Some lasers can be used to create ultrafast
outputa series of pulses with pulse durations as short as attoseconds (i.e., 10-18 seconds).

There
are many types of lasers and one way of classifying them is by the material or medium used to create the lasing action. This can be in the form of a gas, liquid, semiconductor or
solid state crystal. We manufacture all of these types of lasers. Lasers can also be classified by their output wavelength: ultraviolet, visible, infrared or wavelength tunable. We also manufacture
all of these laser types. There are also many options in terms of pulsed output versus continuous wave, pulse duration, output power, beam dimensions, etc. In fact, each application has its specific
requirements in terms of laser performance. The broad technical depth at Coherent enables us to offer a diverse set of product lines
characterized by lasers targeted at growth opportunities and key applications. In all cases, we aim to be the supplier of choice by offering a high-value combination of superior technical
performance and high reliability.

Photonics
has taken its place alongside electronics as a critical enabling technology for the twenty-first century. Photonics based solutions are entrenched in broad industries that
include industrial automation, textile processing, microelectronics, flat panel displays and medical diagnostics, with adoption continuing in ever more diverse applications. Growth in these
applications stems from two sources. First, there are many applications where the laser is displacing conventional technology because it can do the job faster, better or more economically. Second,
there are new applications where the laser is the enabling tool that makes the work possible (e.g. the production of sub 50 micron microvias).

Key
laser applications include: micro and nanotechnologies; solar cell production; semiconductor inspection; microlithography; measurement, test and repair of electronic circuits; flat
panel display manufacturing; medical and bio-instrumentation; industrial process and quality control; materials processing; imaging and printing; graphic arts and display; and, research
and development. For example, ultraviolet ("UV") lasers are enabling the move towards miniaturization, which drives innovation and growth in many markets. The short wavelength of lasers that produce
light in the UV spectral region makes it possible to manufacture extremely small structures with maximum precisionconsistent with the latest
state-of-the-art technology.

OUR STRATEGY

We strive to develop innovative and proprietary products and solutions that meet the needs of our customers and that are based on our
core expertise in lasers and optical technologies. In pursuit of our strategy, we intend to:



5

---



Table of Contents



APPLICATIONS

Our products address a broad range of applications that we group into the following markets: Microelectronics, Scientific Research and
Government Programs, OEM Components and Instrumentation and Materials Processing.

Microelectronics

Nowhere is the trend towards miniaturization more prevalent than in the Microelectronics market where smart phones, tablets, personal
computers ("PC's") and televisions ("TV's") are driving advances in displays, integrated circuits and printed circuit boards ("PCB's"). In response to market demands and expectations, semiconductor
and device manufacturers are continually seeking to improve their process and design technologies in order to manufacture smaller, more powerful and more reliable devices at lower cost. New laser
applications and new laser technologies are a key element in delivering higher resolution and higher precision at lower manufacturing cost.

We
support four major markets in the microelectronics industry: (1) semiconductor front-end, (2) advanced packaging and interconnects, (3) flat panel
display manufacturing, and (4) solar cell production and other emerging processes.

6

---



Table of Contents

Microelectronicssemiconductor front-end

The term "front-end" refers to the production of semiconductor devices which occurs prior to packaging.

As
semiconductor device geometries decrease in size, devices become increasingly susceptible to smaller defects during each phase of the manufacturing process and these defects can
negatively impact yield. One of the semiconductor industry's responses to the increasing vulnerability of semiconductor devices to smaller defects has been to use defect detection and inspection
techniques that are closely linked to the manufacturing process. For example, automated laser-based inspection systems are now used to detect and locate defects as small as 0.01 micron, which may not
be observable by conventional optical microscopes.

Detecting
the presence of defects is only the first step in preventing their recurrence. After detection, defects must be examined in order to identify their size, shape and the process
step in which the defect occurred. This examination is called defect classification. Identification of the sources of defects in the lengthy and complex semiconductor manufacturing process has become
essential for maintaining high yield production. Semiconductor manufacturing has become an around-the-clock operation and it is important for products used for inspection,
measurement and testing to be reliable and to have long lifetimes. Our Azure, Paladin, Sapphire, and Excimer lasers are used to detect and characterize defects in semiconductor chips.

Microelectronicsadvanced packaging and interconnects

After a wafer is patterned, there are then a host of other processes, referred to as back-end processing, which finally
result in a packaged encapsulated silicon chip. Ultimately, these chips are then assembled into finished products. The advent of high-speed logic and high-memory content
devices has caused chip manufacturers to look for alternative technologies to improve performance and lower process costs. In terms of materials, this search includes new types of wafers based on
low-k materials and thinner silicon. Our AVIA and Matrix lasers are providing economic methods of cutting and scribing these wafers while delivering higher yields than traditional
mechanical methods. Our DIAMOND carbon dioxide ("CO2") lasers are used for singulating packages and printed circuit boards into individual components for final assembly. Our Talisker
lasers are used in a broad range of applications requiring high precision and low heat damage, such as in thin wafer cutting and drilling.

These
same trends are also driving integration and miniaturization, blurring the traditional lines between formerly discrete applications such as assembly and PCB fabrication. Lasers are
playing several enabling roles in this integration and miniaturization. For instance, lasers are now the only economically practical method for drilling microvias in chip assemblies and in both rigid
and flexible printed circuit boards. These microvias are tiny interconnects that are essential for enabling high-density circuitry commonly used in mobile handsets and advanced computing
systems. Our AVIA and DIAMOND lasers are the lasers of choice in this application. The ability of these lasers to operate at very high repetition rates translates into faster drilling speeds and
increased throughput in Microvia processing applications.

Other
applications have developed as well. For instance, the high density of the latest circuit boards is reaching the limits of conventional printing technologies, causing wider
adoption of laser direct write methods. Our Paladin laser is used for this application.

Microelectronicsflat panel display manufacturing

The high-volume consumer market is driving the production of flat panel displays ("FPDs") in applications such as mobile
telephones, tablets, laptop computers, television monitors, digital cameras, personal digital assistants ("PDAs") and car navigation systems. There are several types of established

7

---



Table of Contents

and
emerging displays based on quite different technologies, including plasma ("PDP"), liquid crystal ("LCD") and organic polymers ("OLED"). Lasers have found applications in each of these
technologies given that the laser provides higher process speed, better yield, lower cost and/or superior display brightness and resolution.

Several
display types require a high-density pattern of silicon Thin Film Transistors ("TFTs"). If this silicon is polycrystalline, the performance is greatly enhanced. In
the past, these polysilicon layers could only be produced on expensive special glass at high temperatures. However, excimer based processes, such as excimer laser annealing ("ELA") and sequential
lateral solidification, have allowed high-volume production of low-temperature polysilicon ("LTPS") on conventional glass substrates. Our excimer lasers provide an invaluable
solution for both ELA and sequential lateral solidification because they are the only industrial-grade excimer lasers with the high pulse energy these methods require. The current
state-of-the-art product for this application is our excimer VYPER laser.

Our
AVIA and DIAMOND lasers are also used in other production processes for FPDs. These processes include drilling, cutting, patterning, marking and yield improvement.

Lasers
have also become a valuable tool in high-brightness (HB) LED manufacturing, improving LED performance and yield. LED has seen rapid growth in the last year due to wide
spread adoption as the light source in all categories of LCD displays, from phones all the way to full size TV's. Our lasers are used in the back-end processing of HB-LEDs.

Microelectronicssolar cell production

Numerous areas of microelectronics can be grouped as "emerging technologies." Some of these are transitioning to volume production in
the present timeframe while others are more forward-looking.

Today's
higher energy costs have led to heightened interest in solar panels. The recent growth and interest in solar cell technology coupled with the intense focus on improving cell
efficiency, is driving the adoption of laser technology in the manufacturing of solar cells. Our lasers, such as AVIA, Paladin, Matrix and Talisker, are already being used in the production of solar
panels for cell isolation and transparent conductive oxide ("TCO") scribing purposes.

We
have introduced a number of complete solutions for certain processes in the manufacturing of solar cells including the Coherent Equinox laser system and the Aethon laser system. These
systems are based on Coherent lasers and can be used in a production or process development environment.

Scientific Research and Government Programs

We are widely recognized as a technology innovator and the scientific market has historically provided an ideal "test market" for our
leading-edge innovations. These have included ultrafast lasers, DPSS lasers, continuous-wave ("CW") systems, excimer gas lasers and water-cooled ion gas lasers. Our portfolio
of lasers that address the scientific research market is broad and includes our Chameleon, COMPexPro, Evolution, Legend, Libra, MBD, MBR, Micra, Mira and Verdi lasers. Many of the innovations and
products pioneered in the scientific marketplace have become commercial successes for both our OEM customers and us.

Subsequently,
we have a large installed base of scientific lasers which are used in a wide range of applications spanning virtually every branch of science and engineering. These
applications include biology and life science, engineering, physical chemistry and physics. Most of these applications require the use of ultrafast lasers that enable the generation of pulses as short
as few attoseconds (10-18 seconds). Because of these very short pulse durations, ultrafast lasers enable the study of fundamental physical and chemical
processes with temporal resolution unachievable with any other tool. These lasers also deliver very high peak power and large bandwidths, which can be used to generate many exotic

8

---



Table of Contents

effects.
Some of these are now finding their way into mainstream applications, such as microscopy or materials processing.

OEM Components and Instrumentation

Instrumentation is one of our more mature commercial applications. Representative applications within this market include
bio-instrumentation, graphic arts and display, machine vision, and medical OEMs. We also support the laser-based instrumentation market with a range of laser-related components,
including diode lasers for optical pumping. Some of our OEM component business includes sales to other, less integrated laser manufacturers participating in OEM markets such as materials processing,
scientific, and medical.

Bio-instrumentation

Bio-instrumentation applications for lasers include bio-agent detection for point source and standoff detection
of pathogens or other bio-toxins; confocal microscopy for biological imaging that allows researchers and clinicians to visualize cellular and subcellular structures and processes with an
incredible amount of detail; DNA sequencing that provides automation and data acquisition rates that would be impossible by any other method; drug discoverygenomic and proteomic analyses
that enable drug discovery to proceed at very high throughput rates; and flow cytometry for analyzing single cells or populations of cells in a heterogeneous mixture, including blood samples.
Specifically, our Sapphire, Compass and Coherent CUBE lasers are used in several bio-instrumentation applications.

Medical Therapy

We sell a variety of components and lasers to medical laser companies in end-user applications such as ophthalmology,
aesthetic, surgical, therapeutic and dentistry. Our DIAMOND series CO2 lasers are widely used in ophthalmic, aesthetic and surgical markets. Our Compass and Sapphire series of
lasers are used in the retinal scanning market in diagnostic imaging systems as well as new ground breaking in-vivo imaging applications. In addition, we have a leading position in Lasik
and photorefractive keratectomy ("PRK") surgery methods with our ExciStar XS excimer laser platform.

The
unique ability of our optically pumped semiconductor lasers ("OPSL") technology to match a wavelength to an application has led to the development of a
high-power yellow (577nm) laser for the treatment of eye related diseases, such as Age Related Macular Degeneration and retinal diseases associated with diabetes. The 577nm wavelength was
designed to match the peak in absorption of oxygenated hemoglobin thereby allowing treatment to occur at a lower power level, and thus reducing stress and heat-load placed on the eye with
traditional green-based (530nm) solid state lasers. This technology is finding traction with both medical OEMs and ophthalmologists.

Materials Processing

Lasers are widely accepted today in many important industrial manufacturing applications including cutting, welding, joining, drilling,
perforating, and marking of metals and nonmetals. We supply high-power lasers for metal processing and low-to-medium power lasers for laser marking, nonmetals
processing and precision micromachining.

Our
high power Industrial laser systems are used for cladding and hardening of metals, joining materials, and other materials processing applications. Other applications include welding
of plastics and direct metal welding. In April 2007, we acquired Nuvonyx, Inc., a technology leader in high-power laser diode components, arrays, and industrial laser systems for
materials processing and defense applications. The Nuvonyx products, now integrated within our Semiconductor business, provide high power arrays with powers in excess of 50 Kilowatts through its
proprietary cooling and stacking technologies. Our HighLight product is a direct diode system for metal processing based on the

9

---



Table of Contents

Nuvonyx
technology. Complementing our progress into higher powered lasers, in fiscal 2009, we introduced the DIAMOND E 1000, the highest power, completely sealed CO2 laser for use in
materials processing.

We
also participate in the low to medium power area, including such applications as the cutting and joining of plastics using both our DIAMOND CO2 lasers and Highlight FAP
semiconductor lasers; the cutting, perforating and scoring of paper and packaging materials; and various cutting and patterning applications in the textile industry. In the specific area of textiles
and clothing, our DIAMOND lasers service older applications, such as cutting complex shapes in leather for footwear, as well as newer applications such as creating detailed fade patterns on designer
denims.

During
2010 we acquired Beam Dynamics, Inc., a manufacturer of flexible laser cutting tools for the materials processing market. These tools, when combined with Coherent's medium
to high power CO2 lasers, offer a unique blend of performance and precision in a small lightweight tool for cutting of metals and non-metals. Enabled with the DIAMOND E1000, the new
METABEAM 1000 offers the industry's most compact 1kW tool, with tools footprints at least 50% smaller than competitive designs. Operating costs, due to the sealed nature of the DIAMOND series of CO2
lasers are 75% less than similar, but larger tools.

Laser
marking and coding are generally considered part of the precision materials processing applications market for which we remain a leading supplier. One such area where applications
are growing rapidly is the displacement of ink-jet coding due to both aesthetic and environmental pressures. The optimum choice of laser depends on the material being marked, whether it is
a surface mark (engraved) or a sub-surface mark, and the specific economics of the application. We provide lasers for all-important marking applications. Our DIAMOND C and GEM
Series of CO2 lasers provide many systems manufacturers with a reliable cost effective source for marking and engraving on non-metals. In addition, our Matrix product line of reliable,
compact and low-cost diode pumped solid state lasers provides an ideal solution for marking of other materials in high volume manufacturing.

FUTURE TRENDS

Microelectronics

After several years of process development, lasers are now used in mass production applications because these laser-based fabrication
and testing methods are faster, deliver superior end products, increase yields, and/or cut production costs. We anticipate this trend to continue, driven primarily by the increasing sophistication of
consumer electronic goods and their convergence via the internet, resulting in increasing demand for better displays, more bandwidth and memory, while at the same time consuming less power. Although
this market follows the macro-economic trends and carries inherit risks, we believe that Coherent is very well positioned to continue to capitalize on the current market trends and that we will see
continued increased adoption of solid-state, CO2 and excimer lasers, as all these lasers enable performance improvements and reduced process costs. In particular, we expect future demands
in the flat panel display for excimer laser-based tools, since these are the best commercial technology which can be used in the recrystalization of Silicon to enhance display brightness.

Lasers
have emerged as an essential technology in the manufacturing of solar cells. We expect that this trend will continue over the next few years as solar cell manufacturing capacity
increases. There will be a need for laser sources and systems in both process development and production tools as the need for higher solar cell efficiency increases.

10

---



Table of Contents

Scientific research and government programs

The scientific market has benefited from stimulus funding during fiscal 2010, with applications in ultrashort pulses and in
bio-research being the drivers of this anticipated expansion. We anticipate an increasingly competitive market and a flattening of demand; however we expect to retain and improve our
market share through new product development and maintain our service commitment to this area.

OEM components and instrumentation

The instrumentation market is seeing a gradual migration from the use of mature laser technologies, such as water-cooled ion gas
lasers, to new technologies, primarily based on solid state and semiconductors. Using our unique portfolio of solid-state and semiconductor lasers, and our patented OPSL technology, we are able to
both assist and stimulate this transition as well as to be the technology of choice for developing applications such as security and clinical diagnostics. Our OPSL technology resulted in the first
truly continuous solid-state UV laser which enables the use of UV in a
clinical as well as a research environment. Furthermore we anticipate greater future opportunities in bio-instrumentation, including DNA sequencing, drug discovery, flow cytometry, and
microscopy, based on our product enhancements and evolving market developments. Our newer laser technologies are the basis of a number of clinical procedures. In the area of photocoagulation, the
Genesis OPSL yellow lasers are being used as the wavelength is particularly suitable for the treatment of blood vessels. In aesthetic laser surgery, we are an OEM supplier of CO2 lasers to
the major manufacturers of aesthetic equipment used in the latest procedures for skin enhancement.

Materials processing

The market for low to medium power lasers used in industrial materials processing has experienced a nice rebound and is expected to
continue for the foreseeable future. Key design wins as well as more favorable markets continue to support our growth in this area. These lasers represent a cost-effective manufacturing
solution for cutting, joining, marking and engraving of non-metal materials including marking/coding, flat bed cutting, engraving, as well as the production of capital equipment for
apparel and leather goods manufacturing. Several factors are enabling us to gain market share in the materials processing market. First, we have developed an expanded portfolio of lasers with a broad
spectrum of wavelengths, enabling optimum marking solutions for virtually every metal and non-metal material type. At the same time, the reliability of these products has been achieved at
even higher levels, lowering the cost of ownership.

11

---



Table of Contents

MARKET APPLICATIONS

We design, manufacture and market lasers, laser tools, precision optics and related accessories for a diverse group of customers. The
following table lists our major markets and the Coherent technologies serving these markets.*

Market

Application

TechnologyMicroelectronics

Advanced packaging and interconnects

CO2
DPSS
FiberFlat panel display

CO2
DPSS
Excimer
UltrafastSemiconductor front-end

DPSS
OPSLSolar cell production and other emerging processes

DPSS
FiberScientific research and government programs

All scientific applications

DPSS
Excimer
OPSL
UltrafastOEM components and instrumentation

Bio-Instrumentation

DPSS
OPSL
Semiconductor
UltrafastGraphic arts and display

OPSLMedical therapy (OEM)

CO2
DPSS
Excimer
OPSL
SemiconductorMaterials processing

Heavy manufacturing

CO2
Fiber SemiconductorLaser marking and coding

CO2
DPSSLight manufacturing and cutting

CO2
DPSS
Excimer
Semiconductor*Coherent sells its laser measurement and control products into a number of these applications.


In
addition to products we provide, we invest routinely in the core technologies needed to create substantial differentiation for our products in the marketplace. Our semiconductor and
crystal facilities all maintain an external customer base providing value-added solutions. We direct significant engineering efforts to produce unique solutions targeted for internal consumption.
These investments, once integrated into our broader product portfolio, provide our customers with uniquely differentiated

12

---



Table of Contents

solutions
and the opportunity to substantially enhance the performance, reliability and capability of the products we offer.

TECHNOLOGIES

Diode-pumped solid-state ("DPSS") lasers

DPSS lasers use semiconductor lasers to pump a crystal to produce a laser beam. By changing the energy, optical components and the
types of crystals used in the laser, different wavelengths and types of laser light can be produced.

The
efficiency, reliability, longevity and relatively low cost of DPSS lasers make them ideally suited for a wide range of OEM and end-user applications, particularly those
requiring 24-hour operations. Our DPSS systems are compact and self-contained sealed units. Unlike conventional tools and other lasers, our DPSS lasers require minimal
maintenance since they do not have internal controls or components that require adjusting and cleaning to maintain consistency. They are also less affected by environmental changes in temperature and
humidity, which can alter alignment and inhibit performance in many systems.

We
manufacture a variety of types of DPSS lasers for different applications including semiconductor inspection; advanced packaging and interconnects; laser pumping; spectroscopy;
bio-agent detection; DNA sequencing; drug discovery; flow cytometry; forensics; computer-to-plate printing; entertainment lighting (display); medical; rapid
prototyping and marking, welding, engraving, cutting and drilling.

Fiber lasers

Fiber lasers use semiconductor lasers to pump a doped optical fiber to produce a laser beam. In fiscal 2008, we launched our first
product based on fiber laser technology, the Talisker. This is an industrial ultrafast laser system which incorporates fiber laser technologies as a key part of the laser design. The Talisker is a new
laser platform based on a fiber oscillator and crystal amplifier and is illustrative of our strategy of developing and incorporating fiber lasers where they can generate unique and
cost-effective performance. We expect the Talisker platform will lead to a series of new ultrafast lasers for a number of commercial markets including microelectronics and medical. In
fiscal 2009, we demonstrated a 1KW fiber laser product based on our high power diode laser system, the Highlight 1000F. This prototype demonstrated the platform for a scalable, kilowatt class fiber
laser based on a bar pumping design. Due to packaging efficiency, diode bars reduce the overall cost of a fiber laser.

Fiber
laser technology continues to be an important investment and product development area and we anticipate more products that incorporate fiber as the active gain medium. Earlier this
year, we acquired the business assets of Stocker-Yale, Inc. which included a fiber manufacturing facility capable of producing both active and passive fibers.

Gas lasers (CO2, Excimer, Ion)

The breadth of our gas laser portfolio is industry leading, encompassing CO2, excimer and ion technologies. Gas lasers
derive their name from the use of one or more gases as a lasing medium. They collectively span an extremely diverse and useful emission range, from the very deep ultraviolet to the far infrared. This
diverse range of available wavelengths, coupled with high optical output power, and an abundance of other attractive characteristics, makes gas lasers extremely useful and popular for a variety of
microelectronics, scientific, and materials processing applications.

13

---



Table of Contents

Optically Pumped Semiconductor Lasers ("OPSL")

Our OPSL platform is a surface emitting semiconductor laser that is energized or pumped by a semiconductor laser. The use of optical
pumping circumvents inherent power scaling limitations of electrically pumped lasers, enabling very high powered devices. A wide range of wavelengths can be achieved by varying the semiconductor
materials used in the device and changing the frequency of the laser beam using techniques common in solid state lasers. The platform leverages high reliability technologies developed for
telecommunications and produces a compact, rugged, high power, single-mode laser.

Our
OPSL products are well suited to a wide range of applications, including the bio-instrumentation and graphic arts and display markets. In fiscal 2009, our Genesis yellow
laser continued to make progress in ophthalmology and we have expanded our offerings in the area of entertainment lighting using a variety of products across the visible spectrum. We also continued to
expand our ultraviolet version of the OPSL platform called the Genesis, which was developed for the bio-instrumentation market.

Semiconductor lasers

High power edge emitting semiconductor diode lasers use the same principles as widely-used CD and DVD lasers, but produce
significantly higher power levels. The advantages of this type of laser include smaller size, longer life, enhanced reliability and greater efficiency. We manufacture a wide range of discrete
semiconductor laser products with wavelengths ranging from 650nm to 1000nm and output powers ranging from 1W to over 100W, with highly integrated products in the kW range. These products are available
in a variety of industry standard form factors including the following: bare die, packaged and fiber coupled single emitters and bars, monolithic stacks, and fully integrated modules with
microprocessor controlled units that contain power supplies and active coolers.

Our
semiconductor lasers are used internally as the pump lasers in DPSS, fiber and OPSL products that are manufactured by us, as well as a wide variety of external medical, OEM, military
and industrial
applications, including aesthetic (hair removal, cosmetic dentistry), graphic arts, counter measures, rangefinders, target designators, and plastic welding.

Ultrafast ("UF") Lasers

Ultrafast lasers are lasers generating light pulses with durations of a few femtoseconds
(10-15 seconds) to a few tens of picoseconds (10-11 seconds). These types of lasers are primarily used for
scientific research and also are finding use in sophisticated materials processing applications. Ultrafast lasers are usually pumped by a green DPSS laser. UF laser oscillators generate a train of
pulses at 50-100 MHz, with peak powers of tens of Kilowatts, and UF laser amplifiers generate pulses at 10-500 kHz, with peak powers up to several Terawatts.

The
extremely short duration of UF laser pulses enables temporally resolving fast events like the dynamics of atoms or electrons. In addition, the high peak power enables
so-called non-linear effects where several photons can be absorbed by a molecule at the same time. This type of process enables applications like multi-photon excitation
microscopy or UF ablation of materials with minimal thermal damage.

SALES AND MARKETING

We market our products domestically through a direct sales force. Our foreign sales are made principally to customers in Europe, Japan
and other Asia-Pacific countries. We sell internationally through direct sales personnel located in Canada, France, Germany, Italy, Japan, the Netherlands, the People's Republic of China,
South Korea, and the United Kingdom, as well as through independent

14

---



Table of Contents

representatives
in certain jurisdictions around the world. Foreign sales accounted for 67% of our total net sales in fiscal 2010, 66% of our total net sales in fiscal 2009 and 68% of our total net
sales in fiscal 2008. In fiscal 2010, sales to Asian markets grew at a faster rate than sales to other geographic regions. Sales made to independent representatives and distributors are generally
priced in U.S. dollars. A large portion of foreign sales that we make directly to customers are priced in local currencies and are therefore subject to currency exchange fluctuations. Foreign sales
are also subject to other normal risks of foreign operations such as protective tariffs, export and import controls and political instability. Our
products are broadly distributed and no one customer accounted for more than 10% of total net sales during fiscal 2010, 2009 or 2008.

We
maintain a customer support and field service staff in major markets within the United States, Europe, Japan, the People's Republic of China, Korea and other Asia-Pacific
countries. This organization works closely with customers, customer groups and independent representatives in servicing equipment, training customers to use our products and exploring additional
applications of our technologies.

We
typically provide parts and service warranties on our lasers, laser-based systems, optical and laser components and related accessories and services. Warranties on some of our
products and services may be shorter or longer than one year. Warranty reserves, as reflected on our consolidated balance sheets, have generally been sufficient to cover product warranty repair and
replacement costs. The weighted average warranty period covered is approximately 15 months.

RESEARCH AND DEVELOPMENT

We are committed to the development of new products, as well as the improvement and refinement of existing products, including better
cost-of-ownership. Our development efforts are focused on designing and developing products, services and solutions that anticipate customers' changing needs and emerging
technological trends. Our efforts are also focused on identifying the areas where we believe we can make valuable contributions. Research and development expenditures for fiscal 2010 were
$72.4 million, or 12.0% of net sales compared to $61.4 million, or 14.1% of net sales for fiscal 2009 and $74.3 million, or 12.4% of net sales for fiscal 2008. We work closely
with customers, both individually and through our sponsored seminars, to develop products to meet customer application and performance needs. In addition, we are working with leading research and
educational institutions to develop new photonics based solutions.

MANUFACTURING

Strategies

One of our core manufacturing strategies is to tightly control our supply of key parts, components, sub-assemblies and
outsourcing partners. We primarily utilize vertical integration when we have proprietary internal capabilities that are not available from external sources cost-effectively. We believe
this is essential to maintain high quality products and enable rapid development and deployment of new products and technologies. We provide customers with 24-hour technical expertise and
quality that is International Organization for Standardization ("ISO") certified at our principal manufacturing sites.

Committed
to quality and customer satisfaction, we design and produce many of our own components and sub-assemblies in order to retain quality control. We have also
outsourced certain components, sub-assemblies and finished goods where we can maintain our high quality standards while improving our cost structure. We have consolidated and closed
certain of our manufacturing facilities in order to reduce our footprint, realize synergies, and improve our cost structure and operating leverage. In fiscal 2007, we completed the transfer of
production of laser power supplies from Auburn, California to a global electronics contract manufacturer. During fiscal 2008, we consolidated our Munich DPSS manufacturing into our
Lübeck, Germany site. The transfer was completed in the fourth quarter of

15

---



Table of Contents

fiscal
2008. In the first quarter of fiscal 2009, we announced the consolidation of the remainder of our Munich facility (primarily Excimer laser manufacturing) into our Göttingen site.
The transfer was completed in the third quarter of fiscal 2009. In fiscal 2009, we outsourced one of our laser product lines to a contract manufacturer located in Asia and outsourced our laser optics
manufacturing to an optics manufacturer located in North America. The supply from these strategic contract manufacturers is covered by long term supply agreement contracts. During the second quarter
of fiscal 2009, we announced the consolidation of our St. Louis, Missouri facility into our Santa Clara, California site. The transfer was completed in the fourth quarter of fiscal 2009. During
the second quarter of fiscal 2009, we announced our plans to close our Tampere, Finland facility and establish manufacturing capabilities at our Sunnyvale, California site. The closing of our Finland
facility is expected to be completed during the third quarter of fiscal 2011. During the first quarter of fiscal 2010, we announced the acquisition of certain assets of StockerYale and our plans to
vacate its Montreal facility. We completed the outsourcing and transfer of the Montreal operations during the third quarter of fiscal 2010.

We
have designed and implemented proprietary manufacturing tools, equipment and techniques in an effort to provide products that differentiate us from our competitors. These proprietary
manufacturing techniques are utilized in a number of our product lines including our gas laser production, crystal growth, beam alignment as well as the wafer growth for our semiconductor and
optically pumped semiconductor laser product family.

Raw
materials or sub-components required in the manufacturing process are generally available from several sources. However, we currently purchase several key components and
materials, including exotic materials and crystals, used in the manufacture of our products from sole source or limited source suppliers. We also purchase assemblies and turnkey solutions from
contract manufacturers based on our proprietary designs. We rely on our own production and design capability to manufacture and specify certain strategic components, crystals, semiconductor lasers,
lasers and laser based systems.

For
a discussion of the importance to our business of, and the risks attendant to sourcing, see "Risk FactorsWe depend on sole source or limited source suppliers, both
internal and external, for some of our key components and materials, including exotic materials and crystals, in our products, which make us susceptible to supply shortages or price fluctuations that
could adversely affect our business" in Item 1A, which is incorporated herein by reference.

Operations

Our products are manufactured at our sites in Santa Clara and Sunnyvale, California; Wilsonville, Oregon; East Hanover, New Jersey;
Bloomfield, Connecticut; Lübeck, Germany; Göttingen, Germany; Glasgow, Scotland; Salem, New Hampshire and Tampere, Finland. In addition, we also use contract
manufacturers for the production of certain assemblies and turnkey solutions. Our ion gas lasers, a portion of our DPSS lasers that are used in microelectronics, scientific research and materials
processing applications, semiconductor lasers, and ultrafast scientific lasers are manufactured at our Santa Clara, California site. Our laser diode module products, laser instrumentation products,
test and measurement equipment products are manufactured in Wilsonville, Oregon. We manufacture exotic crystals in East Hanover, New Jersey and both active and passive fibers are manufactured in our
New Hampshire facility. Our CO2 gas lasers are manufactured in Bloomfield, Connecticut. We manufacture a portion of our DPSS lasers used in microelectronics and OEM components and
instrumentation applications in Lübeck, Germany. Our excimer gas laser products are manufactured in Göttingen, Germany. We manufacture the fiber lasers and a portion of
our DPSS lasers used in microelectronics and scientific research applications in Glasgow, Scotland. Our facilities in Tampere, Finland and Sunnyvale, California grow the aluminum-free
materials that are incorporated into our semiconductor lasers. Effective the third quarter of fiscal 2011, we expect that the entire demand for this material will be grown in our Sunnyvale, California
facility.

16

---



Table of Contents

INTELLECTUAL PROPERTY

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our
intellectual property rights. As of October 2, 2010, we held approximately 395 U.S. and foreign patents, which expire from 2010 through 2027 (depending on the payment of maintenance fees) and
we have approximately 132 additional pending patent applications that have been filed. The issued patents cover various products in all of the major markets that we serve.

For
a discussion of the importance to our business of, and the risks attendant to intellectual property rights, see "Risk FactorsRisks Associated with Our Industry, Our
Business and Market Conditions" 'We may not be able to protect our proprietary technology which could adversely affect our competitive advantage' and 'We may, in the future, be subject to claims or
litigation from third parties, for claims of infringement of their proprietary rights or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors. These
claims could result in costly litigation and the diversion of our technical and management personnel. Adverse resolution of litigation may harm our operating results or financial condition' in
Item 1A, which is incorporated herein by reference.

COMPETITION

Competition in the various photonics markets in which we provide products is very intense. We compete against a number of companies
including CVI Melles Griot, Cymer, Inc., GSI Group, Inc., IPG Photonics Corporation, JDS Uniphase Corporation, Newport Corporation, Rofin-Sinar Technologies, Inc., and
Trumpf GmbH, as well as other smaller companies. We compete globally based on our broad product offering, reliability, cost, and performance advantages for the widest range of commercial and
scientific research applications. Other considerations by our customers include warranty, global service and support and distribution.

BACKLOG

At fiscal 2010 year-end, our backlog of orders scheduled for shipment (generally within one year) was
$262.0 million compared to $164.3 million at fiscal 2009 and $183.5 million at fiscal 2008 year-ends. Orders used to compute backlog are generally cancelable
without substantial penalties. Historically, the rate of cancellation experienced by us has not been significant.

SEASONALITY

We have historically experienced decreased bookings and revenue in the first fiscal quarter compared to other quarters in our fiscal
year due to the impact of time off and business closures at many of our customers due to year-end holidays. This historical pattern should not be considered a reliable indicator of the
Company's future net sales or financial performance.

EMPLOYEES

As of fiscal 2010 year-end, we had 2,006 employees. Approximately 341 of our employees are involved in research and
development; 1,154 of our employees are involved in operations, manufacturing, service and quality assurance; and 511 of our employees are involved in sales, marketing, finance, legal and other
administrative functions. Our success will depend in large part upon our ability to attract and retain employees. We face competition in this regard from other companies, research and academic
institutions, government entities and other organizations. We consider our relations with our employees to be good.

17

---



Table of Contents

ACQUISITIONS

On April 29, 2010, we acquired Beam Dynamics, Inc. for $5.9 million in cash and $0.3 million in deferred
compensation related to an employment contract, which will be recognized in expense as earned. Beam Dynamics manufactures flexible laser cutting tools for the materials processing market. Beam
Dynamics has been included in our Commercial Lasers and Components segment.

On
October 13, 2009, we acquired all the assets and certain liabilities of StockerYale, Inc. ("StockerYale")'s laser module product line in Montreal and its specialty fiber
product line in Salem, New Hampshire for $15.0 million in cash. StockerYale designs, develops and manufactures low power laser modules, light emitting diode (LED) systems and specialty optical
fiber products. These assets and liabilities have been included in our Commercial Lasers and Components segment.

We
consummated no acquisitions in fiscal 2009 or 2008.

Please
refer to "Note 4. Business Combinations" of Notes to Consolidated Financial Statements under Item 15 of this Annual Report on Form 10-K for
further discussion of the acquisitions completed during fiscal 2010.

RESTRUCTURINGS AND CONSOLIDATION

During the first quarter of fiscal 2010, we acquired the assets and certain liabilities of StockerYale, Inc's laser module product line
in Montreal, Canada and began to transition those activities to other Coherent facilities in Salem, Massachusetts, Wilsonville, Oregon and Sunnyvale, California. The transfer is scheduled to be
completed by the end of March 2011. The current year severance related costs are primarily comprised of severance pay, outplacement services, medical and other related benefits for employees being
terminated due to the transition of activities out of Montreal, Canada, and Tampere, Finland.

During
the second quarter of fiscal 2009, we announced our plans to close our facilities in Tampere, Finland and St. Louis, Missouri. The closure of our St. Louis, Missouri
and Yokohama, Japan sites were completed in the fourth quarter of fiscal 2009. The closure of our Finland site was scheduled for completion by the end of fiscal 2010, but we have delayed the closure
due to a significant increase in demand for products manufactured in Finland. We currently anticipate exiting the facility in the third quarter of fiscal 2011. These closure plans have resulted in
charges primarily for employee termination and other exit related costs associated with a plan approved by management.

During
fiscal 2008, we consolidated our German DPSS manufacturing into our Lübeck, Germany site. The transfer was completed in our fourth quarter of fiscal 2008. On
October 13, 2008, we announced the consolidation of the remainder of our Munich facility into our Göttingen site. The transfer was completed in our third quarter of fiscal 2009.
The consolidation and transfers have resulted in charges primarily for employee terminations, other exit related costs associated with a plan approved by management and a grant repayment liability.

On
April 16, 2008, we announced that we entered into an agreement to sell certain assets of our Auburn Optics ("Auburn") manufacturing operation to Research
Electro-Optics, Inc. ("REO"), a privately held optics manufacturing and technology company. We also entered into a strategic supply agreement with REO. REO is providing optical manufacturing
capabilities for us, including fabrication and coating of optical components. The transition of the optics manufacturing assets from Auburn to REO was substantially completed in second quarter of
fiscal 2009. The transition has resulted in charges primarily for employee terminations, supplier qualification, moving costs for related equipment, and other exit related costs associated with a plan
approved by management.

18

---





Table of Contents

GOVERNMENT REGULATION

Environmental regulation

Our operations are subject to various federal, state and local environmental protection regulations governing the use, storage,
handling and disposal of hazardous materials, chemicals, various radioactive materials and certain waste products. In the United States, we are subject to the federal regulation and control of the
Environmental Protection Agency. Comparable authorities are involved in other countries. We believe that compliance with federal, state and local environmental protection regulations will not have a
material adverse effect on our capital expenditures, earnings and competitive and financial position.

Although
we believe that our safety procedures for using, handling, storing and disposing of such materials comply with the standards required by federal and state laws and regulations,
we cannot completely eliminate the risk of accidental contamination or injury from these materials. In the event of such an accident involving such materials, we could be liable for damages and such
liability could exceed the amount of our liability insurance coverage and the resources of our business.

We
may face potentially increasing complexity in our product designs and procurement operations as we adjust to requirements relating to the materials composition of products entering
specific markets. Such regulations went into effect in the European Union ("EU") in 2006, and China in 2007. We could face significant costs and liabilities in connection with product
take-back legislation. Beginning in 2006, the EU Waste Electrical and Electronic Equipment Directive made producers of electrical goods financially responsible for specified collection,
recycling, treatment and disposal of past and future covered products. In addition, the EU has added the Registration, Evaluation and Authorization of Chemicals Regulation, otherwise known as the
REACH Regulation, which further regulates substances and products imported, manufactured or sold within the EU. Similar laws are now pending in various jurisdictions around the world, including the
United States.

We
further discuss the impact of environmental regulation under "Risk FactorsCompliance or the failure to comply with current and future environmental regulations could
cause us significant expense."

SEGMENT INFORMATION

We are organized into two operating segments: Commercial Lasers and Components ("CLC") and Specialty Lasers and Systems ("SLS"). This
segmentation reflects the go-to-market strategies for various products and markets. While both segments work to deliver cost-effective photonics solutions, CLC
focuses on higher volume products that are offered in set configurations. The product architectures are designed for easy exchange at the point of use such that product service and repairs are based
upon advanced replacement and depot (i.e., factory) repair. CLC's primary markets include OEM components and instrumentation and materials processing. SLS develops and manufacturers
configurable, advanced-performance products largely serving the microelectronics and scientific research markets. The size and complexity of many of the SLS products require service to be performed at
the customer site by factory-trained field service engineers.

We
have identified CLC and SLS as operating segments for which discrete financial information was available. Both units have engineering, marketing, product business management and
product line management. A small portion of our outside revenue is attributable to projects and recently developed products for which a segment has not yet been determined. The associated direct and
indirect costs are presented in the category of Corporate and other, along with other corporate costs.

Effective
as of the beginning of the first quarter of fiscal 2009, in order to align all of our diode-pumped solid state ("DPSS") technology into the same reportable operating segment,
management moved the DPSS Germany and Crystal product families from the CLC segment into the SLS segment.

19

---



Table of Contents

This
allows for leverage and efficiencies in many parts of the business. Crystal is primarily an internal supplier that supports the DPSS product family. This concentrates all DPSS product families in
the SLS segment effective as of the first quarter of fiscal 2009. All reporting has been aligned to reflect the revised reportable operating segments (CLC and SLS) and prior periods have been
restated.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

Financial information relating to foreign and domestic operations for fiscal years 2010, 2009 and 2008, is set forth in Note 18,
"Segment and Geographic Information" of our Notes to Consolidated Financial Statements.

ITEM 1A.    RISK FACTORS

BUSINESS ENVIRONMENT AND INDUSTRY TRENDS

Risks Associated with Our Industry, Our Business and Market Conditions

Our operating results, including net sales, net income (loss) and adjusted EBITDA percentage in dollars and as
a percentage of net sales, as well as our stock price have varied in the past, and our future operating results will continue to be subject to quarterly and annual fluctuations based upon numerous
factors, including those listed in this section and throughout this report. Our stock price will continue to be subject to daily variations as well. In addition, our future operating results and stock
price may not follow any past trends or meet our guidance and expectations.

Our
net sales and operating results, such as adjusted EBITDA percentage, net income (loss) and operating expenses, and our stock price has varied in the past and may vary significantly
from quarter to quarter and from year to year in the future. We believe a number of factors, many of which are outside of our control, could cause these variations and make them difficult to predict,
including:



20

---



Table of Contents



In
addition, we often recognize a substantial portion of our sales in the last month of our fiscal quarters. Our expenses for any given quarter are typically based on expected sales and
if sales are below expectations in any given quarter, the adverse impact of the shortfall on our operating results may be magnified by our inability to adjust spending quickly enough to compensate for
the shortfall. We also base our manufacturing on our forecasted product mix for the quarter. If the actual product mix varies significantly from our forecast, we may not be able to fill some orders
during that quarter, which would result in delays in the shipment of our products. Accordingly, variations in timing of sales, particularly for our higher priced, higher margin products, can cause
significant fluctuations in quarterly operating results.

Due
to these and other factors, we believe that quarter-to-quarter and year-to-year comparisons of our historical operating results may
not be meaningful. You should not rely on our results for any quarter or year as an indication of our future performance. Our operating results in future quarters

21

---



Table of Contents

and
years may be below public market analysts' or investors' expectations, which would likely cause the price of our stock to fall. In addition, over the past several years, the stock market has
experienced extreme price and volume fluctuations that have affected the stock prices of many technology companies. There has not always been a direct correlation between this volatility and the
performance of particular companies subject to these stock price fluctuations. Further, over the last twelve months, equity markets around the world have significantly fluctuated across most sectors.
These factors, as well as general economic and political conditions or investors' concerns regarding the credibility of corporate financial statements, may have a material adverse effect on the market
price of our stock in the future.

We are exposed to risks associated with worldwide economic conditions and related uncertainties.

Volatility and disruption in the capital and credit markets, depressed consumer confidence, negative economic conditions, volatile
corporate profits and reduced capital spending could negatively impact demand for our products. In particular, it is difficult to develop and implement strategy, sustainable business models and
efficient operations, as well as effectively manage supply chain relationships in the face of such conditions including uncertainty regarding the ability of some of our suppliers to continue
operations and provide us with uninterrupted supply flow. Our ability to maintain our research and development investments in our broad product offerings may be adversely impacted in the event that
our sales decline and do not increase in the future. Spending and the timing thereof by consumers and businesses has a significant impact on our results and, where such spending is delayed or
canceled, it could cause a material negative impact on our operating results. The current global economic conditions remain uncertain and challenging. Weakness in our end markets could negatively
impact our revenue, gross margin and operating expenses, and consequently have a material adverse effect on our business, financial condition and results of operations.

The
recent financial turmoil affecting the banking system and financial markets and the possibility that additional financial institutions may consolidate or go out of business have
resulted in continued tightening in the credit markets, and lower levels of liquidity in some financial markets. There could be a number of follow-on effects from the tightened credit
environment on our business, including the insolvency of key suppliers or their inability to obtain credit to finance development and/or manufacture products resulting in product delays; inability of
customers to obtain credit to finance purchases of our products and/or customer insolvencies; and failure of financial institutions negatively impacting our treasury functions. In the event our
customers are unable to obtain credit or otherwise pay for our shipped products it could significantly impact our ability to collect on our outstanding accounts receivable. Other income and expense
also could vary materially from expectations depending on gains or losses realized on the sale or exchange of financial instruments; impairment charges resulting from revaluations of debt and equity
securities and other investments; interest rates; cash balances; and changes in fair value of derivative instruments. Volatility in the financial markets and any overall economic uncertainty increase
the risk that the actual amounts realized in the future on our financial instruments could differ significantly from the fair values currently assigned to them. Uncertainty about current global
economic conditions could also continue to increase the volatility of our stock price.

In
addition, political and social turmoil related to international conflicts and terrorist acts may put further pressure on economic conditions in the United States and abroad. Unstable
economic, political and social conditions make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. If such conditions persist, our
business, financial condition and results of operations could suffer. Additionally, unstable economic conditions can provide significant pressures and burdens on individuals, thus fostering an
atmosphere of greater potential exposure for inappropriate business conduct. See "Part I, Item 4. CONTROLS AND PROCEDURESInherent Limitations over Internal Control."

22

---



Table of Contents

Our cash and cash equivalents and short-term investments are managed through various banks around the world and volatility in the capital and credit market
conditions could cause financial institutions to fail or materially harm service levels provided by such banks, both of which could have an adverse affect on our ability to timely access funds.

World capital and credit markets have been and continue to experience extreme volatility and disruption. In some cases, the markets
have exerted downward pressure on stock prices and credit capacity for certain issuers, as well as pressured the solvency of some financial institutions. These financial institutions, including banks,
have had difficulty timely performing regular services and in some cases have failed or otherwise been largely taken over by governments. We maintain our cash, cash equivalents and
short-term investments with a number of financial institutions around the world. Should some or all of these financial institutions fail or otherwise be unable to timely perform requested
services, we would likely have a limited ability to timely access our cash deposited with such institutions, or, in extreme circumstances the failure of such institutions could cause us to be unable
to access cash for the foreseeable future. If we are unable to quickly access our funds, we may need to increase our use of our existing credit lines or access more expensive credit, if available. If
we are unable to access our cash or if we access existing or additional credit or are unable to access additional credit, it could have a negative impact on our operations, including our reported net
income.

We are exposed to credit risk and fluctuations in the market values of our investment portfolio.

Although we have not recognized any material losses on our cash, cash equivalents and short-term investments, future
declines in their market values could have a material adverse effect on our financial condition and operating results. Given the global nature of our business, we have investments both domestically
and internationally. There has recently been growing pressure on the creditworthiness of sovereign nations, particularly in Europe, which results in corresponding pressure on the valuation of the
securities issued by such nations. Additionally, our
overall investment portfolio is often concentrated in certificates of deposit and money market funds. We maintain a certain mix of government-issued securities. Credit ratings and pricing of these
investments can be negatively impacted by liquidity, credit deterioration or losses, financial results, or other factors. Additionally, liquidity issues or political actions by sovereign nations could
result in decreased values for our investments in certain government securities. As a result, the value or liquidity of our cash, cash equivalents and short-term investments could decline
and result in a material impairment, which could have a material adverse effect on our financial condition and operating results. See "Item 7A. Quantitative and Qualitative Disclosures about
Market Risk."

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

Under accounting principles generally accepted in the United States, we review our intangible assets for impairment when events or
changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered a change in
circumstances indicating that the carrying value of our goodwill or other intangible assets may not be recoverable include declines in our stock price and market capitalization or future cash flows
projections. We recorded a material charge during the first quarter of fiscal 2009 related to the impairment of goodwill in our CLC operating segment. A decline in our stock price, or any other
adverse change in market conditions, particularly if such change has the effect of changing one of the critical assumptions or estimates we used to calculate the estimated fair value of our reporting
units, could result in a change to the estimation of fair value that could result in an impairment charge. Any such material charges, whether related to goodwill or purchased intangible assets, may
have a material negative impact on our financial and operating results.

23

---



Table of Contents

We depend on sole source or limited source suppliers, both internal and external, for some of our key components and materials, including exotic materials and crystals, in
our products, which make us susceptible to supply shortages or price fluctuations that could adversely affect our business.

We currently purchase several key components and materials used in the manufacture of our products from sole source or limited source
suppliers, both internal and external. Some of these suppliers are relatively small private companies that may discontinue their operations at any time and which may be particularly susceptible to
prevailing economic conditions. We typically purchase our components and materials through purchase orders or agreed upon terms and conditions and we do not have guaranteed supply arrangements with
many of these suppliers. We may fail to obtain these supplies in a timely manner in the future. We may experience difficulty identifying alternative sources of supply for certain components used in
our products. We would experience further delays while identifying, evaluating and testing the products of these potential alternative suppliers.
Furthermore, financial or other difficulties faced by these suppliers or significant changes in demand for these components or materials could limit their availability. Additionally, we continue to
consolidate our supply base or move supplier locations. When we transition locations we may increase our inventory of such products as a "safety stock" during the transition, which may cause the
amount of inventory reflected on our balance sheet to increase. Any interruption or delay in the supply of any of these components or materials, or the inability to obtain these components and
materials from alternate sources at acceptable prices and within a reasonable amount of time, or our failure to properly manage these moves, would impair our ability to meet scheduled product
deliveries to our customers and could cause customers to cancel orders.

We
have historically relied exclusively on our own production capability to manufacture certain strategic components, crystals, semiconductor lasers, lasers and laser-based systems.
Because we manufacture, package and test these components, products and systems at our own facilities, and such components, products and systems are not readily available from other sources, any
interruption in manufacturing would adversely affect our business. In addition, our failure to achieve adequate manufacturing yields of these items at our manufacturing facilities may materially and
adversely affect our operating results and financial condition.

Our future success depends on our ability to increase our sales volumes and decrease our costs to offset potential declines in the average selling prices ("ASPs") of our
products and, if we are unable to realize greater sales volumes and lower costs, our operating results may suffer.

Our ability to increase our sales volume, and therefore, our future success depends on the continued growth of the markets for lasers,
laser systems and related accessories, as well as our ability to identify, in advance, emerging markets for laser-based systems. We cannot assure you that we will be able to successfully identify, on
a timely basis, new high-growth markets in the future. Moreover, we cannot assure you that new markets will develop for our products or our customers' products, or that our technology or
pricing will enable such markets to develop. Future demand for our products is uncertain and will depend to a great degree on continued technological development and the introduction of new or
enhanced products. If this does not continue, sales of our products may decline and our business will be harmed.

We
have historically been the photonics industry's high quality supplier of laser systems. We have in the past experienced decreases in the ASPs of some of our products. As competing
products become more widely available, the ASPs of our products may decrease. If we are unable to offset any decrease in our ASPs by increasing our sales volumes, our net sales will decline. In
addition, to maintain our gross margins, we must continue to reduce the cost of manufacturing our products while maintaining their high quality. From time to time, our products, like many complex
technological products, may fail in greater frequency than anticipated. This can lead to further charges, which can result in higher costs, lower gross margins and lower operating results.
Furthermore, as ASPs of our current products decline,

24

---



Table of Contents

we
must develop and introduce new products and product enhancements with higher margins. If we cannot maintain our gross margins, our operating results could be seriously harmed, particularly if the
ASPs of our products decrease significantly.

Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.

Our current products address a broad range of commercial and scientific research applications in the photonics markets. We cannot
assure you that the market for these applications will continue to generate significant or consistent demand for our products. Demand for our products could be significantly diminished by disrupting
technologies or products that replace them or render them obsolete. Furthermore, the new and enhanced products generally continue to be smaller in size and have lower ASPs, and therefore, we have to
sell more units to maintain revenue levels. Accordingly, we must continue to invest in research and development in order to develop competitive products.

During
fiscal years 2010, 2009 and 2008, our research and development expenses have been in the range of 12% to 14% of net sales. Our future success depends on our ability to anticipate
our customers' needs and develop products that address those needs. Introduction of new products and product enhancements will require that we effectively transfer production processes from research
and development to manufacturing and coordinate our efforts with those of our suppliers to achieve volume production rapidly. If we fail to transfer production processes effectively, develop product
enhancements or introduce new products in sufficient quantities to meet the needs of our customers as scheduled, our net sales may be reduced and our business may be harmed.

We face risks associated with our foreign operations and sales that could harm our financial condition and results of operations.

For fiscal 2010, fiscal 2009 and fiscal 2008, 67%, 66% and 68%, respectively, of our net sales were derived from customers outside of
the United States. We anticipate that foreign sales, particularly in Asia, will continue to account for a significant portion of our revenues in the foreseeable future. A global economic slowdown
could have a negative effect on various foreign markets in which we operate. Such a slowdown may cause us to reduce our presence in certain countries, which may negatively affect the overall level of
business in such countries. Our foreign sales are primarily through our direct sales force. Additionally, some foreign sales are made through foreign distributors and resellers. Our foreign operations
and sales are subject to a number of risks, including:



25

---



Table of Contents



Our
business could also be impacted by international conflicts, terrorist and military activity, civil unrest and pandemic illness which could cause a slowdown in customer orders or
cause customer order cancellations.

We
are also subject to the risks of fluctuating foreign currency exchange rates, which could materially adversely affect the sales price of our products in foreign markets, as well as
the costs and expenses of our foreign subsidiaries. While we use forward exchange contracts and other risk management
techniques to hedge our foreign currency exposure, we remain exposed to the economic risks of foreign currency fluctuations.

We may not be able to protect our proprietary technology which could adversely affect our competitive advantage.

Maintenance of intellectual property rights and the protection thereof is important to our business. We rely on a combination of
patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot assure you that our patent applications will be approved, that
any patents that may be issued will protect our intellectual property or that any issued patents will not be challenged by third parties. Other parties may independently develop similar or competing
technology or design around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent the misappropriation of our intellectual property, particularly in
foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Further, we may be required to enforce our intellectual property or other proprietary rights
through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which we are unaware that
could be pertinent to our business and it is not possible for us to know whether there are patent applications pending that our products might infringe upon since these applications are often not
publicly available until a patent is issued or published.

We may, in the future, be subject to claims or litigation from third parties, for claims of infringement of their proprietary rights or to determine the scope and validity
of our proprietary rights or the proprietary rights of competitors. These claims could result in costly litigation and the diversion of our technical and management personnel. Adverse resolution of
litigation may harm our operating results or financial condition.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights.
This has also been seen in our industry as well, for example in the litigation brought by IMRA America, Inc. against IPG Photonics Corporation. From time to time, like many other technology
companies, we have received communications from other parties asserting the existence of patent rights, copyrights, trademark rights or other intellectual property rights which such third parties
believe may cover certain of our products, processes, technologies or information. In the future, we may be a party to litigation to protect our intellectual property or as a result of an alleged
infringement of others' intellectual property whether through direct claims or by way of indemnification claims of our customers, as, in some cases, we contractually agree to indemnify our customers
against third-party infringement claims relating to our products. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages or invalidation of our
proprietary rights. These lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management time and attention. Any potential
intellectual property litigation could also force us to do one or more of the following:



26

---



Table of Contents



If
we are forced to take any of these actions or are otherwise a party to lawsuits of this nature, we may incur significant losses for which we do not have insurance and our business may
be seriously harmed. We do not have insurance to cover potential claims of this type.

We are exposed to lawsuits in the normal course of business which could have a material adverse effect on our business, operating results, or financial condition.

We are exposed to lawsuits in the normal course of our business, including product liability claims, if personal injury, death or
commercial losses occur from the use of our products. While we typically maintain customary levels of business insurance, including directors' and officers' policies, litigation can be expensive,
lengthy, and disruptive to normal business operations, including the potential impact of indemnification obligations for individuals named in any such lawsuits. We may not, however, be able to secure
insurance coverage on terms acceptable to us in the future. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit, including a
recall or redesign of products if ultimately determined to be defective, could have a material adverse effect on our business, operating results, or financial condition.

We depend on skilled personnel to operate our business effectively in a rapidly changing market, and if we are unable to retain existing or hire additional personnel when
needed, our ability to develop and sell our products could be harmed.

Our ability to continue to attract and retain highly skilled personnel will be a critical factor in determining whether we will be
successful in the future. Recruiting and retaining highly skilled personnel in certain functions continues to be difficult. At certain locations where we operate, the cost of living is extremely high
and it may be difficult to retain key employees and management at a reasonable cost. We may not be successful in attracting, assimilating or retaining qualified personnel to fulfill our current or
future needs. Our failure to attract additional employees and retain our existing employees could adversely affect our growth and our business.

Our
future success depends upon the continued services of our executive officers and other key engineering, sales, marketing, manufacturing and support personnel, any of whom may leave,
which could harm our business and our results of operations.

The long sales cycles for our products may cause us to incur significant expenses without offsetting revenues.

Customers often view the purchase of our products as a significant and strategic decision. As a result, customers typically expend
significant effort in evaluating, testing and qualifying our products before making a decision to purchase them, resulting in a lengthy initial sales cycle. While our customers are evaluating our
products and before they place an order with us, we may incur substantial sales and marketing and research and development expenses to customize our products to the customer's needs. We may also
expend significant management efforts, increase manufacturing capacity and order long lead-time components or materials prior to receiving an order. Even after this evaluation process, a
potential customer may not purchase our products. As a result, these long sales cycles may cause us to incur significant expenses without ever receiving revenue to offset such expenses.

27

---





Table of Contents

The markets in which we sell our products are intensely competitive and increased competition could cause reduced sales levels, reduced gross margins or the loss of market
share.

Competition in the various photonics markets in which we provide products is very intense. We compete against a number of large public
and private companies, including CVI Melles Griot, Cymer, Inc., GSI Group, Inc., IPG Photonics Corporation, JDS Uniphase Corporation, Newport Corporation, Rofin-Sinar
Technologies, Inc., and Trumpf GmbH, as well as other smaller companies. Some of our competitors are large companies that have significant financial, technical, marketing and other
resources. These competitors may be able to devote greater resources than we can to the development, promotion, sale and support of their products. Some of our competitors are much better positioned
than we are to acquire other companies in order to gain new technologies or products that may displace our product lines. Any of these acquisitions could give our competitors a strategic advantage.
Any business combinations or mergers among our competitors, forming larger competitors with greater resources, could result in increased competition, price reductions, reduced margins or loss of
market share, any of which could materially and adversely affect our business, results of operations and financial condition.

Additional
competitors may enter the markets in which we serve, both foreign and domestic, and we are likely to compete with new companies in the future. We may encounter potential
customers that, due to existing relationships with our competitors, are committed to the products offered by these
competitors. Further, our current or potential customers may determine to develop and produce products for their own use which are competitive to our products. As a result of the foregoing factors, we
expect that competitive pressures may result in price reductions, reduced margins, loss of sales and loss of market share. In addition, in markets where there are a limited number of customers,
competition is particularly intense.

Some of our laser systems are complex in design and may contain defects that are not detected until deployed by our customers, which could increase our costs and reduce our
revenues.

Laser systems are inherently complex in design and require ongoing regular maintenance. The manufacture of our lasers, laser products
and systems involves a highly complex and precise process. As a result of the technological complexity of our products, changes in our or our suppliers' manufacturing processes or the inadvertent use
of defective materials by us or our suppliers could result in a material adverse effect on our ability to achieve acceptable manufacturing yields and product reliability. To the extent that we do not
achieve and maintain our projected yields or product reliability, our business, operating results, financial condition and customer relationships would be adversely affected. We provide warranties on
a majority of our product sales, and reserves for estimated warranty costs are recorded during the period of sale. The determination of such reserves requires us to make estimates of failure rates and
expected costs to repair or replace the products under warranty. We typically establish warranty reserves based on historical warranty costs for each product line. If actual return rates and/or repair
and replacement costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods which could have an adverse effect on our results of operations.

Our
customers may discover defects in our products after the products have been fully deployed and operated under the end user's peak stress conditions. In addition, some of our products
are combined with products from other vendors, which may contain defects. As a result, should problems occur, it may be difficult to identify the source of the problem. If we are unable to identify
and fix defects or other problems, we could experience, among other things:



28

---



Table of Contents



The
occurrence of any one or more of the foregoing factors could seriously harm our business, financial condition and results of operations.

If we fail to accurately forecast component and material requirements for our products, we could incur additional costs and incur significant delays in shipments, which
could result in a loss of customers.

We use rolling forecasts based on anticipated product orders and material requirements planning systems to determine our product
requirements. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary components and materials. We depend on our suppliers
for most of our product components and materials. Lead times for components and materials that we order vary significantly and depend on factors including the specific supplier requirements, the size
of the order, contract terms and current market demand for components. For substantial increases in our sales levels of certain products, some of our suppliers may need at least nine months
lead-time. If we overestimate our component and material requirements, we may have excess inventory, which would increase our costs. If we underestimate our component and material
requirements, we may have inadequate inventory, which could interrupt and delay delivery of our products to our customers. Any of these occurrences would negatively impact our net sales, business or
operating results.

Our increased reliance on contract manufacturing and other outsourcing may adversely impact our financial results and operations due to our decreased control over the
performance and timing of certain aspects of our manufacturing.

Our manufacturing strategy includes partnering with contract manufacturers to outsource non-core subassemblies and less
complex turnkey products, including some performed at international sites located in Asia and Eastern Europe. Additionally, we have outsourced the manufacture of certain of our optics components to a
third party. Our ability to resume internal manufacturing operations for certain products and components in a timely manner may be eliminated. The cost, quality, performance and availability of
contract manufacturing operations are and will be essential to the successful production and sale of many of our products. Our financial condition or results of operation could be adversely impacted
if any contract manufacturer or other supplier is unable for any reason, including as a result of the impact of worldwide economic conditions, to meet our cost, quality, performance, and availability
standards. We may not be able to provide contract manufacturers with product volumes that are high enough to achieve sufficient cost savings. If shipments fall below forecasted levels, we may incur
increased costs or be required to take ownership of the inventory. Also, our ability to control the quality of products produced by contract manufacturers may be limited and quality issues may not be
resolved in a timely manner, which could adversely impact our financial condition or results of operations.

If we fail to effectively manage our footprint consolidation effort, our business could be disrupted, which could harm our operating results.

We have previously announced our intent to reduce our global operating footprint. If we are not able to effectively and timely
transition the activities from one site to another or effectively close these facilities (including the manufacture of any applicable increased safety stock) there could be an adverse impact on our
results of operations.

29

---



Table of Contents

If we fail to manage our growth or, alternatively, our spending during downturns, effectively, our business could be disrupted, which could harm our operating results.

Our ability to successfully offer our products and implement our business plan in evolving markets requires an effective planning and
management process. In economic downturns, we must effectively manage our spending and operations to ensure our competitive position during the downturn, as well as our future opportunities when the
economy improves, remain intact. The failure to effectively manage our spending and operations could disrupt our business and harm our
operating results. The growth in sales, combined with the challenges of managing geographically dispersed operations, can place a significant strain on our management systems and resources, and our
anticipated growth in future operations could continue to place such a strain. The failure to effectively manage our growth could disrupt our business and harm our operating results.

Historically, acquisitions have been an important element of our strategy. However, we may not find suitable acquisition candidates in the future and we may not be able to
successfully integrate and manage acquired businesses. Any acquisitions we make could disrupt our business and harm our financial condition.

We have in the past made strategic acquisitions of other corporations and entities, as well as asset purchases, and we continue to
evaluate potential strategic acquisitions of complementary companies, products and technologies. In the event of any future acquisitions, we could:



Acquisitions
also involve numerous risks, including:



30

---



Table of Contents

We
cannot assure you that we will be able to successfully integrate any businesses, products, technologies or personnel that we might acquire in the future or achieve the anticipated
benefits of such transactions, which may harm our business.

We use standard laboratory and manufacturing materials that could be considered hazardous and we could be liable for any damage or liability resulting from accidental
environmental contamination or injury.

Although most of our products do not incorporate hazardous or toxic materials and chemicals, some of the gases used in our excimer
lasers and some of the liquid dyes used in some of our scientific laser products are highly toxic. In addition, our operations involve the use of standard laboratory and manufacturing materials that
could be considered hazardous. Also, if a facility fire were to occur at our Tampere, Finland or our Sunnyvale, California sites and were to spread to a reactor used to grow semiconductor wafers, it
could release highly toxic emissions. We believe that our safety procedures for handling and disposing of such materials comply with all federal, state and offshore regulations and standards. However,
the risk of accidental environmental contamination or injury from such materials cannot be entirely eliminated. In the event of such an accident involving such materials, we could be liable for
damages and such liability could exceed the amount of our liability insurance coverage and the resources of our business which could have an adverse effect on our financial results or our business as
a whole.

Compliance or the failure to comply with current and future environmental regulations could cause us significant expense.

We are subject to a variety of federal, state, local and foreign environmental regulations relating to the use, storage, discharge and
disposal of hazardous chemicals used during our manufacturing process or requiring design changes or recycling of products we manufacture. If we fail to comply with any present and future regulations,
we could be subject to future
liabilities, the suspension of production or a prohibition on the sale of products we manufacture. In addition, such regulations could restrict our ability to expand our facilities or could require us
to acquire costly equipment, or to incur other significant expenses to comply with environmental regulations, including expenses associated with the recall of any non-compliant product and
the management of historical waste.

From
time to time new regulations are enacted, and it is difficult to anticipate how such regulations will be implemented and enforced. We continue to evaluate the necessary steps for
compliance with regulations as they are enacted. These regulations include, for example, the Registration, Evaluation, Authorization and Restriction of Chemical substances ("REACH"), the Restriction
on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive ("RoHS") and the Waste Electrical and Electronic Equipment Directive ("WEEE") enacted in the European Union
which regulate the use of certain hazardous substances in, and require the collection, reuse and recycling of waste from, certain products we manufacture. This and similar legislation that has been or
is in the process of being enacted in Japan, China, Korea and various states of the United States may require us to re-design our products to ensure compliance with the applicable
standards, for example by requiring the use of different types of materials. These redesigns or alternative materials may detrimentally impact the performance of our products, add greater testing
lead-times for product introductions or have other similar effects. We believe we comply with all such legislation where our products are sold and we will continue to monitor these laws
and the regulations being adopted under them to determine our responsibilities. In addition, we are monitoring legislation relating to the reduction of carbon emissions from industrial operations to
determine whether we may be required to incur any additional material costs or expenses associated with our operations. We are not currently aware of any such material costs or expenses. Our failure
to comply with any of the foregoing regulatory requirements or contractual obligations could result in our being directly or

31

---



Table of Contents

indirectly
liable for costs, fines or penalties and third-party claims, and could jeopardize our ability to conduct business in the United States and foreign countries.

If our operations, logistics or facilities or those of our suppliers and contract manufacturers were to experience catastrophic loss, our operations would be seriously
harmed.

Our operations, logistics and facilities and those of our suppliers and contract manufacturers could be subject to a catastrophic loss
from fire, flood, earthquake, volcanic eruption, work stoppages, acts of war, pandemic illnesses, energy shortages, theft of assets, other natural disasters or terrorist activity. A substantial
portion of our research and development activities, manufacturing, our corporate headquarters and other critical business operations are located near major earthquake faults in Santa Clara,
California, an area with a history of seismic events. Any such loss or detrimental impact to any of our operations, logistics or facilities could disrupt our operations, delay production, shipments
and revenue and result in large expenses to repair or replace the facility. While we have obtained insurance to cover most potential losses, after reviewing the costs and
limitations associated with earthquake insurance, we have decided not to procure such insurance. We believe that this decision is consistent with decisions reached by numerous other companies located
nearby. We cannot assure you that our existing insurance coverage will be adequate against all other possible losses.

Provisions of our charter documents and Delaware law, and our Change-of-Control Severance Plan may have anti-takeover effects that could
prevent or delay a change in control.

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition or make removal of
incumbent directors or officers more difficult. These provisions may discourage takeover attempts and bids for our common stock at a premium over the market price. These provisions
include:



We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits a publicly-held Delaware corporation from engaging in a merger, asset or stock
sale or other transaction with an interested stockholder for a period of three years following the date such person became an interested stockholder, unless prior approval of our board of directors is
obtained or as otherwise provided. These provisions of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us without obtaining the prior approval of our board of
directors, which may cause the market price of our common stock to decline. In addition, we have adopted a change of control severance plan, which provides for the payment of a cash severance benefit
to each eligible employee based on the employee's position. If a change of control occurs, our successor or acquirer will be required to assume and agree to perform all of our obligations under the
change of control severance plan which may discourage potential acquirors or result in a lower stock price.

Changes in tax rates, tax liabilities or tax accounting rules could affect future results.

As a global company, we are subject to taxation in the United States and various other countries and jurisdictions. Significant
judgment is required to determine worldwide tax liabilities. Our future tax rates could be affected by changes in the composition of earnings in countries or states with differing tax rates, changes
in the valuation of our deferred tax assets and liabilities, or changes in the tax laws. In addition, we are subject to regular examination of our income tax returns and other tax-related
filings by the Internal Revenue Service ("IRS") and other tax authorities. From time to time the

32

---



Table of Contents

United
States, foreign and state governments make substantive changes to tax rules and the application of rules to companies, including the recent announcement from the United States government
potentially impacting our ability to defer taxes on international earnings. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the
adequacy of our provision for income taxes. Although we believe our tax estimates are reasonable, there can be no assurance that any final determination will not be materially different than the
treatment reflected in our historical income tax provisions and other tax-related accruals, which could materially and adversely affect our operating results and financial condition.

Compliance with changing regulation of corporate governance and public disclosure may create uncertainty regarding compliance matters.

Federal securities laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations such
as NASDAQ and the NYSE, require companies to maintain extensive corporate governance measures, impose comprehensive reporting and disclosure requirements, set strict independence and financial
expertise standards for audit and other committee members and impose civil and criminal penalties for companies and their chief executive officers, chief financial officers and directors for
securities law violations. These laws, rules and regulations have increased and will continue to increase the scope, complexity and cost of our corporate governance, reporting and disclosure
practices, which could harm our results of operations and divert management's attention from business operations. Changing laws, regulations and standards relating to corporate governance and public
disclosure may create uncertainty regarding compliance matters. New or changed laws, regulations and standards are subject to varying interpretations in many cases. As a result, their application in
practice may evolve over time. We are committed to maintaining high standards of ethics, corporate governance and public disclosure. Complying with evolving interpretations of new or changed legal
requirements may cause us to incur higher costs as we revise current practices, policies and procedures, and may divert management time and attention from revenue generating to compliance activities.
If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our
reputation may also be harmed.

Governmental regulations, including duties, affecting the import or export of products could negatively affect our revenues.

The United States and many foreign governments impose tariffs and duties on the import and export of products, including some of those
which we sell. In particular, given our worldwide operations, we pay duties on certain products when they are imported into the United States for repair work as well as on certain of our products
which are manufactured by our foreign subsidiaries. These products can be subject to a duty on the product value. Additionally, the United States and various foreign governments have imposed tariffs,
controls, export license requirements and restrictions on the import or export of some technologies, especially encryption technology. From time to time, government agencies have proposed additional
regulation of encryption technology, such as requiring the escrow and governmental recovery of private encryption keys. Governmental regulation of encryption technology and regulation of imports or
exports, or our failure to obtain required import or export approval for our products, could harm our international and domestic sales and adversely affect our revenues. From time to time our duty
calculations and payments are audited by government agencies. For example, after our fiscal 2010 year-end, we received notice that the United States Customs and Border Protection
Agency will be performing an audit on the classification and valuation of certain of our imported goods for purposes of duty calculation. We believe that we have complied with the applicable
classification and valuation requirements. In the event any government agency disagrees with our determination of product values or classifications, we could be required to pay additional duties on
such products, which could have an adverse effect on our operating results.

33

---



Table of Contents

In
addition, compliance with the directives of the Directorate of Defense Trade Controls ("DDTC") may result in substantial expenses and diversion of management. Any failure to
adequately address the directives of DDTC could result in civil fines or suspension or loss of our export privileges, any of which could have a material adverse effect on our business or financial
position, results of operations, or cash flows.

We may experience difficulties with our enterprise resource planning ("ERP") system and other IT systems. System failure or malfunctioning may result in disruption of
operations and the inability to process transactions, and this could adversely affect our ability to timely or accurately provide our financial results.

System failure or malfunctioning could disrupt our ability to timely and accurately process and report key components of our results of
operations, financial position and cash
flows. Any disruptions or difficulties that may occur in connection with our ERP system or other systems could also adversely affect our ability to complete important business processes such as the
evaluation of our internal controls and attestation activities pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. If we encounter unforeseen problems with regard to our ERP system or
other systems, our business and resulting financial reporting could be adversely affected.

If our security measures are breached and unauthorized access is obtained to a customer's data or our data, our service may be perceived as not being secure, customers may
curtail or stop using our service and we may incur significant legal and financial exposure and liabilities.

Our operations include the storage of customers' proprietary information, and security breaches could expose us to a risk of loss of
this information, litigation and possible liability. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone
obtains unauthorized access to our data or our customers' data, our reputation could be damaged, our business may suffer and we could incur significant liability. Additionally, third parties may
attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data or our customers'
data, which could result in significant legal and financial exposure and a loss of confidence in the security of our service that would harm our future business prospects. Because the techniques used
to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to
implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose
sales and customers.

We employ technology licensed from third parties for use in or with our solutions, and the loss or inability to maintain these licenses or errors in the software we license
could result in increased costs, or reduced service levels, which would adversely affect our business.

Our hosted solutions incorporate certain technology obtained under licenses from other companies, such as Oracle and Salesforce.com. We
anticipate that we will continue to license technology and development tools from third parties in the future. Although we believe that there are commercially reasonable software alternatives to the
third-party software we currently license, this may not always be the case, or we may license third-party software that is more difficult or costly to replace than the third party software we
currently license. In addition, integration of our products with new third-party software may require significant work and require substantial allocation of our time and resources. Also, to the extent
that our products depend upon the successful operation of third-party products in conjunction with our products, any undetected errors in these third-party products could prevent the implementation or
impair the functionality of our products, delay new product introductions and injure

34

---



Table of Contents

our
reputation. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, which could result in higher costs.

Our market is unpredictable and characterized by rapid technological changes and evolving standards demanding a significant investment in research and development, and, if
we fail to address changing market conditions, our business and operating results will be harmed.

The photonics industry is characterized by extensive research and development, rapid technological change, frequent new product
introductions, changes in customer requirements and evolving industry standards. Because this industry is subject to rapid change, it is difficult to predict its potential size or future growth rate.
Our success in generating revenues in this industry will depend on, among other things:



For
our fiscal years 2010, 2009 and 2008, our research and development costs were $72.4 million (12.0% of net sales), $61.4 million (14.1% of net sales) and
$74.3 million (12.4% of net sales), respectively. We cannot assure you that our expenditures for research and development will result in the introduction of new products or, if such products
are introduced, that those products will achieve sufficient market acceptance or to generate sales to offset the costs of development. Our failure to address rapid technological changes in our markets
could adversely affect our business and results of operations.

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

The microelectronics market is characterized by rapid technological change, frequent product introductions, the volatility of product
supply and demand (particularly in the semiconductor industry), changing customer requirements and evolving industry standards. The nature of this market requires significant research and development
expenses to participate, with substantial resources invested in advance of material sales of our products to our customers in this market. In the event either our customers' or our products fail to
gain market acceptance, or the microelectronics market fails to grow, it would likely have a significant negative effect on our business and results of operations.

Continued volatility in the semiconductor manufacturing industry could adversely affect our business, financial condition and results of operations.

A portion of our net sales in the microelectronics market depend on the demand for our products by semiconductor equipment companies.
The semiconductor market has historically been characterized by sudden and severe cyclical variations in product supply and demand, which have often severely affected the demand for semiconductor
manufacturing equipment, including laser-based tools and systems. The timing, severity and duration of these market cycles are difficult to predict, and we may not be able to respond effectively to
these cycles. The continuing uncertainty in this market severely limits our ability to predict our business prospects or financial results in this market.

During
industry downturns, our revenues from this market may decline suddenly and significantly. Our ability to rapidly and effectively reduce our cost structure in response to such
downturns is limited by the fixed nature of many of our expenses in the near term and by our need to continue our investment in next-generation product technology and to support and
service our products. In addition, due to the relatively long manufacturing lead times for some of the systems and subsystems we sell to

35

---



Table of Contents

this
market, we may incur expenditures or purchase raw materials or components for products we cannot sell. Accordingly, downturns in the semiconductor capital equipment market may materially harm our
operating results. Conversely, when upturns in this market occur, we must be able to rapidly and effectively increase our manufacturing capacity to meet increases in customer demand that may be
extremely rapid, and if we fail to do so we may lose business to our competitors and our relationships with our customers may be harmed.

Failure to maintain effective internal controls may cause a loss of investor confidence in the reliability of our financial statements or to cause us to delay filing our
periodic reports with the SEC and adversely affect our stock price.

The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a
report of management on internal control over financial reporting in their annual reports on Form 10-K that contain an assessment by management of the effectiveness of the Company's
internal control over financial reporting. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial
reporting. Although we test our internal control over financial reporting in order to ensure compliance with the Section 404 requirements, our failure to maintain adequate internal controls
over financial reporting could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements or a delay in our ability
to timely file our periodic reports with the SEC, which ultimately could negatively impact our stock price.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

Not Applicable.

36

---





Table of Contents

ITEM 2.    PROPERTIES

Our corporate headquarters is located in Santa Clara, California. At fiscal 2010 year-end, our primary locations
were as follows (all square footage is approximate) (unless otherwise indicated, each property is utilized jointly by our two segments):

Description

Use

TermSanta Clara, CA

8.5 acres of land, 200,000 square foot building

Corporate headquarters, manufacturing, R&D

OwnedSanta Clara, CA(3)

90,120 square foot building

Office, manufacturing

Leased through July 2020Sunnyvale, CA (1)(3)

24,000 square foot building

Office, manufacturing, R&D

Leased through December 2018Bloomfield, CT(1)

62,705 square foot building

Office, manufacturing, R&D

Lease through December 2012East Hanover, NJ(2)

30,000 square foot building

Office, manufacturing, R&D

Leased through October 2011Wilsonville, OR(1)

41,250 square foot building

Office, manufacturing, R&D

Leased through December 2018Salem, NH(1)(3)

44,153 square foot building

Office, manufacturing, R&D

Leased through October 2019Montreal, Canada(1)(3)

50,973 square foot building

Office, manufacturing,

Leased through March 2011Tampere, Finland(1)(3)(4)

5 acres of land, 40,970 square foot building

Office, manufacturing, R&D

Leased through January 2011Dieburg, Germany

31,306 square foot building

Office

Leased through December 2012Göttingen, Germany(2)

7.6 acres of land, several buildings totaling 119,500 square feet

Office, manufacturing, R&D

OwnedLübeck, Germany(2)

47,638 square foot building

Office, manufacturing, R&D

Leased through December 2012Lübeck, Germany(2)

22,583 square foot building

Office, manufacturing, R&D

Leased through December 2012 with option to purchase buildingTokyo, Japan

17,602 square foot building

Office

Leased through June 2012Glasgow, Scotland(2)

2 acres of land, 30,000 square foot building

Office, manufacturing, R&D

Owned


(1)This
facility is utilized primarily by our CLC operating segment.(2)This
facility is utilized primarily by our SLS operating segment.(3)Portions
of this property are not fully utilized.(4)Subsequent
to year end, we extended the lease through April 2011.


We maintain other sales and service offices under varying leases expiring from 2011 through 2019 in the United States, Japan, Korea, China,
Germany, France, Italy, the United Kingdom and the Netherlands.

We
consider our facilities to be both suitable and adequate to provide for current and near term requirements.

37

---



Table of Contents

ITEM 3.    LEGAL PROCEEDINGS

We are subject to legal claims and litigation arising in the ordinary course of business, such as product liability, employment or
intellectual property claims, including, but not limited to, the matters described below. The outcome of any such matters is currently not determinable. Although we do not expect that such legal
claims and litigation will ultimately have a material adverse effect on our consolidated financial position or results of operations, an adverse result in one or more matters could negatively affect
our results in the period in which they occur.

Derivative Lawsuits

Between February 15, 2007 and March 2, 2007, three purported shareholder derivative lawsuits were filed in the United
States District Court for the Northern District of California against certain of the Company's current and former officers and directors. The Company is named as a nominal defendant. The complaints
generally allege that the defendants breached their fiduciary duties and violated the securities laws in connection with the granting of stock options, the accounting treatment for such grants, the
issuance of allegedly misleading public statements and stock sales by certain of the individual defendants. On May 30, 2007, these lawsuits were consolidated under the caption In re
Coherent, Inc. Shareholder Derivative Litigation, Lead Case No. C-07-0955-JF (N.D. Cal.). On June 25, 2007, plaintiffs filed an amended
consolidated complaint. The consolidated complaint asserts causes of action for
alleged violations of federal securities laws, violations of California securities laws, breaches of fiduciary duty and/or aiding and abetting breaches of fiduciary duty, abuse of control, gross
mismanagement, constructive fraud, corporate waste, unjust enrichment, insider selling and misappropriation of information. The consolidated complaint seeks, among other relief, disgorgement and
damages in an unspecified amount, an accounting, rescission of allegedly improper stock option grants, punitive damages and attorneys' fees and costs.

The
Company's Board of Directors appointed a Special Litigation Committee ("SLC") comprised of independent director Sandeep Vij to investigate and evaluate the claims asserted in the
derivative litigation and to determine what action(s) should be taken with respect to the derivative litigation. On September 8, 2009, Coherent, Inc., by and through the SLC, plaintiffs,
and certain of Coherent's former and current officers and directors filed with the court a Stipulation of Settlement reflecting the terms of a settlement that would resolve all claims alleged in the
consolidated complaint. The terms of the settlement include a financial benefit to Coherent of over $6 million, which is comprised of a cash payment of $5.25 million to the Company and
the waiver by certain former officers and directors of potential claims relating to expired stock options valued at $762,305. The settlement terms also include the implementation and/or agreement to
maintain certain corporate governance changes, and a payment by the Company to plaintiffs' counsel of $3 million in attorneys' fees and expenses.

On
September 14, 2009, the United States District Court for the Northern District of California issued an order granting preliminary approval of the settlement. On
November 20, 2009, the court held a hearing for final approval of the settlement, and on November 24, 2009, the court entered an Order and Final Judgment, which approved the settlement
and dismissed the action with prejudice. Coherent received the cash payment of $2.25 million on December 11, 2009.

Income Tax Audits

The Internal Revenue Service ("IRS") has reviewed and accepted the examination report for the audits of our 2003 and 2004 U.S. federal
income tax returns and this matter is now closed. We had previously agreed to various adjustments proposed by the IRS in its Notices of Proposed Adjustments ("NOPAs") to these returns and there were
no additional adjustments prior to the IRS concluding the audits and accepting the examination report. The IRS has indicated that it may consider an audit of our 2005 and 2006 tax returns. The IRS is
also auditing the research and development credits

38

---



Table of Contents

generated
in the years 1999 through 2001 and carried forward to future tax years. We received a NOPA from the IRS in October 2008 to decrease the amount of research and development credits generated
in years 2000 and 2001. We responded to this NOPA and we are disputing the adjustment with the IRS through the appeals process available to us and we have an opening conference scheduled in December
2010. We believe that we have provided adequate reserves for any adjustments related to these credits
that may be determined under the IRS appeals process and therefore we do not anticipate any material impact to our financial statements.

In
the third quarter of fiscal 2010, the German tax authorities had concluded the audit of our subsidiary in Göttingen for the tax years 1999 through 2001. As a result of
the audit settlement, there was a release of income tax reserves under ASC 740, "Income Taxes," (formerly FIN 48) net of the tax audit assessment and the amount was not material. After fiscal
2010 year-end, the German tax authorities also concluded and issued an assessment for the audit of this subsidiary for the tax years 2002 through 2005. Since the written tax audit
assessment was received after fiscal 2010 year-end, there was no adjustment to the ASC 740 net tax reserves in fiscal 2010. The reserve will be released in fiscal year 2011 and the
impact of the net tax expense will not be material.

ITEM 4.    (REMOVED AND RESERVED)

PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the NASDAQ Global Market under the symbol "COHR." The following table sets forth the high and low sales
prices for each quarterly period during the past two fiscal years as reported on the Nasdaq Global Select Market or its predecessor, the Nasdaq National Market.

Fiscal2010

2009High

Low

High

LowFirst quarter

$
30.20

$
23.33

$
35.55

$
20.66Second quarter

$
33.02

$
26.35

$
22.30

$
14.51Third quarter

$
38.24

$
31.92

$
21.22

$
16.83Fourth quarter

$
40.20

$
32.83

$
25.51

$
18.89


The
number of stockholders of record as of December 1, 2010 was 1,190. No cash dividends have been declared or paid since Coherent was founded and we have no present intention to
declare or pay cash dividends.

On
April 29, 2010, we announced that the Board of Directors had authorized the repurchase of up to $50 million of our common stock. During the year ended October 2,
2010, we repurchased and retired 1,195,919 shares of outstanding common stock at an average price of $36.21 per share for a total of $43.3 million, excluding expenses. Such repurchases were
accounted for as a reduction in additional paid in capital. At October 2, 2010, $6.7 million remains authorized for repurchase under our current stock repurchase program. The timing and
size of any purchases will be subject to market conditions. The program is authorized for 12 months.

In
February 2008, the Board of Directors authorized the Company to repurchase up to $225 million of its common stock through a modified "Dutch Auction" tender offer and an
additional $25 million of its common stock, following the completion or termination of the tender offer, under its stock repurchase program, terminating no later than February 11, 2009.
On March 17, 2008, we completed our tender offer, repurchased and retired 7,972,313 shares of outstanding common stock for a total of $228.2 million. The repurchases were accounted for
as a reduction in additional paid in capital.

39

---



Table of Contents

COMPANY STOCK PRICE PERFORMANCE

The following graph shows a five-year comparison of cumulative total stockholder return, calculated on a dividend
reinvestment basis and based on a $100 investment, from October 1, 2005 through October 2, 2010 comparing the return on our common stock with the Russell 2000 Index, the Standard and
Poors Technology Index and the Nasdaq Composite Index. No dividends have been declared or paid on our common stock during such period. The stock price performance shown on the following graph is not
necessarily indicative of future price performance.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG COHERENT, INC.,
THE RUSSELL 2000 INDEX, THE S&P TECHNOLOGY INDEX AND
THE NASDAQ COMPOSITE INDEX.

Comparison of Cumulative Five Year Total Return

GRAPHIC

INDEXED RETURNSBase
Period

Years EndingCompany Name / Index

10/1/05

9/30/06

9/29/07

9/27/08

10/3/09

10/2/10Coherent, Inc.


100


118.37


109.56


119.50


78.45


137.30Russell 2000 Index


100


109.92


123.49


109.51


91.72


108.78S&P Technology Index


100


103.26


127.35


97.58


98.06


111.96NASDAQ Composite Index


100


106.39


127.37


96.70


100.00


112.86


The
information contained above under the caption "Company Stock Price Performance" shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor will such
information be incorporated by reference into any future SEC filing except to the extent that we specifically incorporate it by reference into such filing.

40

---





Table of Contents

ITEM 6.    SELECTED FINANCIAL DATA

The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with
Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and Notes to Consolidated Financial Statements.

We
derived the selected consolidated financial data as of fiscal 2010 and 2009 year-end and for fiscal 2010, 2009 and 2008 from our audited consolidated financial
statements, and accompanying notes, contained in this annual report. The consolidated statements of operations data for fiscal 2007 and 2006 and the consolidated balance sheet data as of fiscal 2008,
2007 and 2006 year-end are derived from our consolidated financial statements which are not included in this report.

Consolidated financial data

Fiscal
2010(1)

Fiscal
2009(2)

Fiscal
2008(3)

Fiscal
2007(4)

Fiscal
2006(5)(in thousands, except per share data)Net sales

$
605,067

$
435,882

$
599,262

$
601,153

$
584,652Gross profit

$
260,811

$
161,110

$
251,906

$
250,008

$
256,113Net income(loss)

$
36,916

$
(35,319
)
$
23,403

$
15,951

$
45,394Net income (loss) per share(6):Basic

$
1.49

$
(1.45
)
$
0.85

$
0.51

$
1.47Diluted

$
1.47

$
(1.45
)
$
0.83

$
0.50

$
1.44Shares used in computation(6):Basic


24,718


24,281


27,505


31,398


30,973Diluted


25,091


24,281


28,054


32,024


31,567Total assets

$
803,104

$
753,604

$
806,383

$
947,600

$
1,082,524Long-term obligations

$
33

$
6

$
15

$
21

$
201,023Other long-term liabilities

$
79,688

$
91,685

$
94,606

$
47,848

$
37,419Stockholders' equity

$
591,463

$
575,571

$
598,435

$
770,986

$
717,504


---

41

---



Table of Contents



ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
Consolidated Financial Statements and related notes included in Item 8, "Financial Statements and Supplementary Data" in this annual report. This discussion contains forward- looking
statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward looking statements as a result of
certain factors, including but not limited to those discussed in "Risk Factors" and elsewhere in this annual report. Please see the discussion of forward looking statements at the beginning of this
annual report under "Special Note Regarding Forward Looking Statements."

KEY PERFORMANCE INDICATORS

The following is a summary of some of the quantitative performance indicators (as defined below) used to assess our results of
operations and financial condition:

Fiscal2010

2009

2008(Dollars in thousands)Bookings

$
695,954

$
419,239

$
594,049Book-to-bill ratio


1.15


0.96


0.99Net SalesCommercial Lasers and Components

$
208,691

$
125,619

$
198,748Net SalesSpecialty Lasers and Systems

$
396,276

$
310,163

$
400,414Gross Profit as a Percentage of Net SalesCommercial Lasers and Components


36.2
%

26.4
%

39.8
%Gross Profit as a Percentage of Net SalesSpecialty Lasers and Systems


47.0
%

41.4
%

43.7
%Research and Development Expenses as a Percentage of Net Sales


12.0
%

14.1
%

12.4
%Income (Loss) Before Income Taxes

$
57,979

$
(35,855
)
$
37,287Net Cash Provided by Operating Activities

$
78,813

$
39,049

$
68,362Days Sales Outstanding in Receivables


65.6


61.3


58.0Fourth Quarter Inventory Turns


3.9


2.9


2.9Capital Spending as a Percentage of Net Sales


2.5
%

5.0
%

3.8
%


42

---



Table of Contents

Definitions and analysis of these performance indicators are as follows:

Bookings and Book-to-Bill Ratio

Bookings represent orders expected to be shipped within 12 months and services to be provided pursuant to service contracts.
While we generally have not experienced a significant rate of cancellation, bookings are generally cancelable by our customers without substantial penalty and, therefore, we cannot assure all bookings
will be converted to net sales.

The
book-to-bill ratio is calculated as annual bookings divided by annual net sales. This is an indication of the strength of our business, with a ratio greater
than 1.0 indicating that demand is for our products is greater than what we supply in the year.

Fiscal
2010 bookings reached a new record. Bookings increased 66.0% from fiscal 2009, with increases in all four markets led by a significant increase in the microelectronics market.
Bookings increases by
market compared to fiscal 2009 were microelectronics (140%), materials processing (69%), OEM components and instrumentation (51%) and scientific (10%).

Fiscal
2009 bookings were weak, decreasing 29.4% from fiscal 2008, particularly in the microelectronics and OEM components and instrumentation markets that were most impacted by the
decline in consumer confidence and spending. As a result of the macroeconomic conditions in fiscal 2009, three of our markets experienced significant declines in bookings for the full fiscal year when
compared to fiscal 2008: microelectronics (43%), materials processing (38%) and OEM components and instrumentation (35%). Scientific bookings increased 6% from fiscal 2008 to fiscal 2009.

Microelectronics

Record-setting
bookings in fiscal 2010 increased 140% from fiscal 2009 and the book-to-bill ratio for the year was 1.26.

Of
the markets that we participate in, none gets more attention from analysts and investors than semiconductor capital equipment even though it represents only a modest portion of our
overall business. Our business in fiscal 2011 should be resilient due to prior design wins with a number of key customers that have signaled stable capital equipment spending for advanced node logic
and memory applications. We are investing in new technologies that will support higher resolution, better throughput and enhanced yields.

There
are several trends that will define the advanced packaging market for fiscal 2011, including the continued proliferation of mobile and tablet devices, accelerated migration towards
laser-based direct imaging and via drilling systems and continued penetration of light-emitting diode (LED) devices for high-end displays. The growth outlook for mobile handsets and a
projected increase in the number of tablets in 2011 bode well for our business in this market. One area that should benefit are lasers used in circuit board manufacturing, either for patterning
through laser direct imaging or via drilling for high density interconnects. In 2010, we saw significant growth in lasers used for LED manufacturing. And while fab buildouts are continuing, the
current glut in older generation LCD panel inventories has caused the market to pause. We anticipate that price incentives going into calendar year-end will clear the inventory and growth
will return in the first half of calendar 2011.

We
took advantage of flat panel display manufacturing opportunities in the fourth quarter of fiscal 2010 with a multi-unit order for LCD annealing systems for mobile and
tablet displays and significant orders for lasers used in light guide plate manufacturing for LED-based displays. We have recently received a multi-unit order for OLED
manufacturing totaling approximately $37 million. The order was largely for Vyper lasers, our most advanced excimer light source, and line beam optics. All systems covered by this
order are scheduled to ship within fiscal 2011.

43

---



Table of Contents

Growing
pains persist in the solar market as most crystalline silicon manufacturers run at high capacity, but face dropping module prices. Interest remains high in techniques that
improve efficiency and decrease cost. We are working with multiple customers on doping applications with many of them describing their work at the recent solar show in Valencia, Spain.

OEM
Components and Instrumentation

Bookings
in fiscal 2010 increased 51% from fiscal 2009 and the book- to-bill ratio for the year was 1.09. Orders of
$165.3 million in the fourth quarter of fiscal 2010 set a new quarterly record.

We
received a number of large and/or annual orders in the fourth quarter of fiscal 2010, which we interpret as confidence in the midterm business outlook. While all geographies
contributed, our OEM customers have highlighted the rising importance of Asian customers to their business. This is consistent with developing economies and growing discretionary income that can be
applied to aesthetic or vision correction procedures. We have seen similar trends in the diagnostic market.

Within
in the product families, our OPS platform is doing well, especially within bioinstrumentation where form, function and reliability are critical. Demand for
Existar excimer lasers used in refractive surgery is reflecting global trends including Asia. In addition, the machine vision business, whose products we acquired in the first quarter
fiscal 2010 from StockerYale has shown solid demand.

Materials
Processing

Although
annual bookings increased significantly (69%) from fiscal 2009 and fiscal 2010's book-to-bill ratio was 1.10, bookings in the
fourth quarter of fiscal 2010 decreased from the third quarter of fiscal 2010 due to the timing of several larger orders rather than a change in market sentiment, and seasonal softness in China that
was offset by gains in Europe. The mix of low power applications and technologies remains relatively consistent with prior quarters.

Orders
increased for high power products such as the E-1000 CO2 laser and direct diode modules for use in cutting, welding and cladding. The development of our
high power fiber laser product remains on track. We have completed several important program milestones including cutting metals with market-competitive speed and quality.

The
laser tools business is tracking to expectations and, at the same time, is providing an interesting contrast to the laser OEM business. The most notable differences are the amount of
content we deliver and our involvement in process development. The end user and laser OEM customer response has been positive, so we see limited risk to stand-alone laser sales. The response at
tradeshows has been strong.

Scientific
and Government Programs

Record-setting
bookings in fiscal 2010 increased 10% from fiscal 2009 and the book-to-bill ratio for the year was 1.05.

The
high order rate reflected pent-up demand from the third quarter of fiscal 2010 as well as lingering American Recovery and Reinvestment Act of 2009 (ARRA) funds in the
United States. On the product front, we recognized record orders for Chameleon lasers for biological imaging applications and ultrafast amplifier systems for use in chemistry, physics and
materials science research. We are also pleased with the acceptance of our OPS platform as a pump source for a growing number of applications. For the full year, we benefitted from
stimulus funding in the U.S. and abroad and share gains, particularly in Asia. We estimate that ARRA contributed between $7 and $10 million in bookings.

44

---



Table of Contents

Net Sales

Net sales include sales of lasers, laser tools, related accessories and service contracts. Net sales for fiscal 2010 increased 38.8%
from fiscal 2009. Net sales for fiscal 2009 decreased 27.3% from fiscal 2008. For a more complete description of the reasons for changes in net sales refer to the "Results of Operations" section
below.

Gross Profit as a Percentage of Net Sales

Gross profit as a percentage of net sales ("gross profit percentage") is calculated as gross profit for the period divided by net sales
for the period. Gross profit percentage for CLC increased to 36.2% in fiscal 2010 from 26.4% in fiscal 2009 and decreased from 39.8% in fiscal 2008. Gross profit percentage for SLS increased to 47.0%
in fiscal 2010 from 41.4% in fiscal 2009 and 43.7% in fiscal 2008. For a more complete description of the reasons for changes in gross profit refer to the "Results of Operations" section below.

Research and Development as a Percentage of Net Sales

Research and development as a percentage of net sales ("R&D percentage") is calculated as research and development expense for the
period divided by net sales for the period. Management considers R&D percentage to be an important indicator in managing our business as investing in new technologies is a key to future growth. R&D
percentage decreased to 12.0% from 14.1% in fiscal 2009 and 12.4% in fiscal 2008. R&D percentage decreased primarily due to higher sales volumes, partially offset by higher project development
spending. For a more complete description of the reasons for changes in R&D spending refer to the "Results of Operations" section below.

Net Cash Provided by Operating Activities

Net cash provided by operating activities shown on our Consolidated Statements of Cash Flows primarily represents the excess of cash
collected from billings to our customers and other receipts over cash paid to our vendors for expenses and inventory purchases to run our business. We believe that cash flows from operations is an
important performance indicator because cash generation over the long term is essential to maintaining a healthy business and providing funds to help fuel growth. For a more complete description of
the reasons for changes in Net Cash Provided by Operating Activities refer to the "Liquidity and Capital Resources" section below.

Days Sales Outstanding in Receivables

We calculate days sales outstanding ("DSO") in receivables as net receivables at the end of the period divided by net sales during the
period and then multiplied by the number of days in the period, using 360 days for years. DSO in receivables indicates how well we are managing our collection of receivables, with lower DSO in
receivables resulting in higher working capital availability. The more money we have tied up in receivables, the less money we have available for research and development, acquisitions, expansion,
marketing and other activities to grow our business. Our DSO in receivables for fiscal 2010 increased 4.3 days from fiscal 2009 to 65.6 days. The increase in DSO in receivables is
primarily due to slower collections, particularly in Japan, and a higher concentration of sales in the fourth quarter.

Annualized Inventory Turns

We calculate annualized inventory turns as cost of sales during the fourth quarter annualized and divided by net inventories at the end
of the fourth quarter. This indicates how well we are managing our inventory levels, with higher inventory turns resulting in more working capital availability and a higher return on our investments
in inventory. The more money we have tied up in inventory, the less

45

---



Table of Contents

money
we have available for research and development, acquisitions, expansion, marketing and other activities to grow our business. Our annualized inventory turns for fiscal 2010 increased
0.5 days from fiscal 2009 to 3.4 days. The improvement in inventory turns is primarily due to higher revenues in fiscal 2010 compared to fiscal 2009 and efforts to control inventories
such as site consolidations, increases in outsourcing and other inventory reduction programs.

Capital Spending as a Percentage of Net Sales

Capital spending as a percentage of net sales ("capital spending percentage") is calculated as capital expenditures for the period
divided by net sales for the period. Capital spending percentage indicates the extent to which we are expanding or improving our operations, including investments in technology. Management monitors
capital spending levels as this assists management in measuring our cash flows, net of capital expenditures. Our capital spending percentage decreased from 5.0% in fiscal 2009 to 2.5% in fiscal 2010
and increased from 3.8% in fiscal
2008 to 5.0% in fiscal 2009. The fiscal 2010 decrease was primarily due to higher sales volumes in fiscal 2010 net of fiscal 2009 spending for the purchase of assets in support of a more effective
business model for our semiconductor business and building investments related to our facilities consolidation and relocation programs. The fiscal 2009 increase was primarily due to lower revenues in
fiscal 2009 as well as the purchase of assets in support of a more effective business model for our semiconductor business and building investments related to our facilities consolidation and
relocation programs. We expect capital spending for fiscal 2011 to be approximately 4% of net sales.

SIGNIFICANT EVENTS

On February 12, 2008, the Company announced that the Board of Directors had authorized the Company to repurchase up to
$225 million of its common stock through a modified "Dutch Auction" tender offer and an additional $25 million of its common stock, following the completion or termination of the tender
offer, under its stock repurchase program, terminating no later than February 11, 2009. On March 17, 2008, we completed our tender offer and repurchased and retired 7,972,313 shares of
outstanding common stock at a price of $28.50 per share for a total of $228.2 million, including expenses. Such repurchases were accounted for as a reduction in additional paid in capital.

Effective
March 31, 2008, we entered into a $40 million unsecured revolving credit account with Union Bank of California, which, as amended, expires on March 31,
2012. Our Union Bank of California agreement is subject to covenants related to financial ratios and tangible net worth.

On
April 16, 2008, we announced that we entered into an agreement to sell certain assets of our Auburn Optics manufacturing operation to Research Electro-Optics, Inc.
("REO"), a privately held optics manufacturing and technology company. We also entered into a strategic supply agreement with REO. REO is providing optical manufacturing capabilities for us, including
fabrication and coating of optical components. The transition of the optics manufacturing assets from Auburn to REO was substantially completed by the end of the second quarter of fiscal 2009.

During
the first quarter of fiscal 2009, our stock price declined substantially, which combined with expectations of declines in forecasted operating results due to the slowdown in the
global economy, led us to conclude that a triggering event for review for potential goodwill impairment had occurred. Accordingly, as of December 27, 2008, we performed an interim goodwill
impairment evaluation. The performance of this test is a two-step process. Management reviewed the results of the Step 1 analysis and concluded that a Step 2 analysis was required only for
the CLC reporting unit. Our preliminary analysis indicated that the entire balance of the goodwill in the CLC reporting unit at that date was impaired and we recorded a non-cash goodwill
impairment charge of $19.3 million in the first quarter

46

---



Table of Contents

of
fiscal 2009. The estimated fair value of our SLS reporting unit exceeded its carrying value so no further impairment analysis was required for this reporting unit.

In
fiscal 2009, we initiated the planning phase of a multiyear project, with a targeted completion date of September 2010, to exit our epitaxial growth facility in Tampere, Finland and
establish enhanced capabilities in Sunnyvale, California. We decided to delay the closure due to a significant increase in demand for our products manufactured in Finland and we currently anticipate
exiting the facility in the third quarter of fiscal 2011. We completed the consolidation of the remainder of our Munich facility into our Göttingen site during third quarter of fiscal
2009. During the second quarter of fiscal 2009, we substantially completed the transition of our optics manufacturing assets from Auburn, California to REO, and announced that we would be exiting our
facility in St. Louis, Missouri. We completed the exit from St. Louis, Missouri in the fourth quarter of fiscal 2009.

On
October 13, 2009, we acquired all the assets and certain liabilities of StockerYale's laser module product line in Montreal and its specialty fiber product line in Salem, New
Hampshire for $15.0 million in cash. StockerYale designs, develops and manufactures low power laser modules, light emitting diode (LED) systems and specialty optical fiber products. These
assets and liabilities have been included in our Commercial Lasers and Components segment.

On
April 29, 2010 we announced that our Board of Directors authorized the Company to repurchase up to $50 million of our common stock under a stock repurchase program. In
the second half of fiscal 2010, we repurchased and retired 1,195,829 shares of outstanding common stock for a total of $43.3 million, excluding expenses. The timing and size of any future
purchases will be subject to cash balances and general business and market conditions. The program is authorized for 12 months from the date of announcement.

On
April 29, 2010, we acquired Beam Dynamics for $6.25 million, excluding transaction fees. Beam Dynamics manufactures flexible laser cutting tools for the materials
processing market. These assets and liabilities have been included in our Commercial Lasers and Components segment.

On
November 4, 2010, we announced that we entered into a definitive agreement to acquire the business assets of privately-held Hypertronics for approximately
$15.0 million in an all cash transaction. The transaction is subject to a number of closing conditions and is expected to close during our second fiscal quarter of 2011.

RESULTS OF OPERATIONSFISCAL 2010, 2009 AND 2008

Fiscal 2009 included 53 weeks; fiscal 2010 and 2008 included 52 weeks.

47

---



Table of Contents

Consolidated Summary

The following table sets forth, for the years indicated, the percentage of total net sales represented by the line items reflected in
our consolidated statement of operations:

Fiscal2010

2009

2008(As a percentage of net sales)Net sales


100.0
%

100.0
%

100.0
%Cost of sales


56.9
%

63.0
%

58.0
%Gross profit


43.1
%

37.0
%

42.0
%Operating expenses:Research and development


12.0
%

14.1
%

12.4
%In-process research and development



%


%


%Selling, general and administrative


20.4
%

24.8
%

24.5
%Impairment of goodwill



%

4.4
%


%Amortization of intangible assets


1.3
%

1.7
%

1.4
%Total operating expenses


33.7
%

45.0
%

38.3
%Income (loss) from operations


9.4
%

(8.0
)%

3.7
%Other income (net)


0.2
%

(0.2
)%

2.5
%Income (loss) before income taxes


9.6
%

(8.2
)%

6.2
%Provision for (benefit from) income taxes


3.5
%

(0.1
)%

2.3
%Net income (loss)


6.1
%

(8.1
)%

3.9
%


Refer
to Item 6 "Selected Financial Data" for a description of significant events that impacted the results of operations for fiscal years 2010, 2009 and 2008.

Net Sales

Market Application

The following table sets forth, for the periods indicated, the amount of net sales and their relative percentages of total net sales by
market application (dollars in thousands):

Fiscal 2010

Fiscal 2009

Fiscal 2008Amount

Percentage
of total
net sales

Amount

Percentage
of total
net sales

Amount

Percentage
of total
net salesConsolidated:Microelectronics

$
230,763


38.1
%
$
132,152


30.3
%
$
206,256


34.4
%Scientific and government programs


140,880


23.3
%

122,863


28.2
%

125,000


20.9
%OEM components and instrumentation


151,243


25.0
%

119,795


27.5
%

173,835


29.0
%Materials processing


82,181


13.6
%

61,072


14.0
%

94,171


15.7
%Total

$
605,067


100.0
%
$
435,882


100.0
%
$
599,262


100.0
%


During
fiscal 2010, net sales increased by $169.2 million, or 39%, compared to fiscal 2009, including an increase of $6.1 million due to the impact of foreign currency
exchange rates, with sales increasing in all four markets. Microelectronics sales increased $98.6 million, or 75%, primarily due to higher sales in advanced packaging, flat panel display,
semiconductor and solar applications. The increase in the OEM components and instrumentation market of $31.5 million, or 26%, during fiscal

48

---



Table of Contents

2010
was primarily due to higher shipments for flow cytometry applications and for machine vision applications due to the acquisition of certain product lines from StockerYale in the first quarter of
fiscal 2010. Materials processing sales increased $21.1 million, or 35%, during fiscal 2010 primarily due to higher shipments for marking applications. The increase in scientific and government
program market sales of $18.0 million, or 15%, during fiscal 2010 was due to higher demand for advanced research applications used by university and government research groups in part due to
Federal stimulus money.

During
fiscal 2009, net sales decreased by $163.4 million, or 27%, compared to fiscal 2008, including a decrease of $7.0 million due to the impact of foreign currency
exchange rates, with sales decreasing in all four markets. Microelectronics sales decreased $74.1 million, or 36%, primarily due to lower sales in advanced packaging, flat panel display and
semiconductor applications. A drop in consumer confidence and spending continued to impact this market negatively during fiscal 2009. The decrease in the OEM components and instrumentation market of
$54.0 million, or 31%, during fiscal 2009 was primarily due to reduced consumer spending for medical applications, decreased shipments for bioinstrumentation applications, lower shipments for
military applications (primarily due to the sales of assets and
outsourcing of our optics manufacturing) and lower shipments for graphic arts and display applications. Materials processing sales decreased $33.1 million, or 35%, during fiscal 2009 primarily
due to lower laser shipments to customers providing consumer-based applications. The decrease in scientific and government program market sales of $2.1 million, or 2%, during fiscal 2009 was
due to lower demand from university and government research groups.

In
fiscal 2010, 2009 and 2008, no customers accounted for greater than 10% of net sales.

Segments

We are organized into two reportable operating segments: Commercial Lasers and Components ("CLC") and Specialty Lasers and Systems
("SLS"). CLC focuses on higher volume products that are offered in set configurations. CLC's primary markets include OEM components and instrumentation and materials processing. SLS develops and
manufacturers configurable, advanced-performance products largely serving the microelectronics and scientific research markets.

The
following table sets forth, for the periods indicated, the amount of net sales and their relative percentages of total net sales by segment (dollars in thousands):

Fiscal 2010

Fiscal 2009

Fiscal 2008Amount

Percentage
of total
net sales

Amount

Percentage
of total
net sales

Amount

Percentage
of total
net salesConsolidated:Commercial Lasers and Components (CLC)

$
208,691


34.5
%
$
125,619


28.8
%
$
198,748


33.2
%Specialty Lasers and Systems (SLS)


396,276


65.5
%

310,163


71.2
%

400,414


66.8
%Corporate and other


100



%

100



%

100



%Total

$
605,067


100.0
%
$
435,882


100.0
%
$
599,262


100.0
%


Net
sales for fiscal 2010 increased $169.2 million, or 39%, compared to fiscal 2009, with increases of $86.1 million, or 28%, in our SLS segment and increases of
$83.1 million, or 66%, in our CLC segment. Net sales for fiscal 2009 decreased $163.4 million, or 27%, compared to fiscal 2008, with decreases of $90.3 million, or 23%, in our SLS
segment and decreases of $73.1 million, or 37%, in our CLC segment.

The
increase in our CLC segment sales from fiscal 2009 to fiscal 2010 was primarily due to higher advanced packaging, materials processing, flat panel display and instrumentation
application sales. The

49

---



Table of Contents

decrease
in our CLC segment sales from fiscal 2008 to fiscal 2009 was primarily due to lower sales in advanced packaging, materials processing and semiconductor applications sales.

The
increase in our SLS segment sales from fiscal 2009 to fiscal 2010 was primarily due to higher sales for advanced packaging, semiconductor, solar, scientific and flat panel display
applications. The decrease in our SLS segment sales from fiscal 2008 to fiscal 2009 was primarily due to lower revenue for bio-instrumentation, medical, microelectronics and semiconductor
applications.

Gross Profit

Consolidated

Our gross profit rate increased by 6.1% to 43.1% in fiscal 2010 from 37.0% in fiscal 2009. The increase in the gross profit rate was
primarily due to higher sales volumes and a lower manufacturing cost structure as well as lower restructuring costs. The improvement includes lower other costs primarily due to lower need for
inventory provisions for excess and obsolete items (2.3%), the benefit of a lower manufacturing cost structure (1.8%), lower restructuring costs (1.4%) and lower warranty and installation costs (0.7%)
due to the benefit of increasing volumes net of the cost resulting from replacement of non-compliant vendor components.

Our
gross profit rate decreased by 5.0% to 37.0% in fiscal 2009 from 42.0% in fiscal 2008. The decrease in the gross profit rate was primarily due to higher other costs (1.8%) due to the
need for higher inventory provisions and the impact of lower sales volumes, unfavorable impact of fixed manufacturing costs on lower sales volumes net of the benefit of a weakened Euro and favorable
product mix in the instrumentation market partially offset by the less favorable microelectronics market mix (1.8%) and the incremental impact of restructuring activities (1.5%) partially offset by
lower stock-based compensation expense (0.2%).

Our
gross profit rate has been and will continue to be affected by a variety of factors including market mix, manufacturing efficiencies, excess and obsolete inventory write-downs,
warranty costs, pricing by competitors or suppliers, new product introductions, production volume, customization and reconfiguration of systems, commodity prices and foreign currency fluctuations.

Commercial Lasers and Components

Our CLC gross profit rate increased by 9.8% to 36.2% in fiscal 2010 from 26.4% in fiscal 2009. The increase in gross profit rate was
primarily due to lower other costs (4.3%) primarily due to lower need for inventory provisions and the impact of higher sales volumes, lower restructuring costs (1.9%), the impact of increased volumes
and cost reduction efforts (1.9%) and lower warranty and installation costs (1.6%) due to the benefit of increasing volumes net of the cost resulting from replacement of non-compliant
vendor components.

Our
CLC gross profit rate decreased by 13.4% to 26.4% in fiscal 2009 from 39.8% in fiscal 2008. The decrease in gross profit rate was primarily due to higher product costs primarily due
to the impact of lower volumes and unfavorable product mix with a higher proportion of net sales in lower margin markets (6.5%), higher other costs (3.3%) due to the need for higher inventory
provisions, the incremental impact of restructuring activities (2.8%) and higher warranty and installation costs (0.8%).

Specialty Lasers and Systems

Our SLS gross profit rate increased by 5.6% to 47.0% in fiscal 2010 from 41.4% in fiscal 2009. The increase in gross profit rate was
primarily due to the impact of increased volumes and cost reduction efforts as well as favorable product mix in the microelectronics and solar markets (2.5%), lower other costs (1.7%) due to lower
need for inventory provisions and the impact of higher sales volumes and lower restructuring costs (1.3%). Although warranty and installation costs as a percentage of net sales

50

---



Table of Contents

were
flat, the benefit of increasing volumes was offset by the cost resulting from replacement of non-compliant vendor components.

Our
SLS gross profit rate decreased by 2.3% to 41.4% in fiscal 2009 from 43.7% in fiscal 2008. The decrease in gross profit rate was primarily due to higher other costs (1.3%) due to the
need for higher inventory provisions and the impact of lower sales volumes, the incremental impact of restructuring activities (1.0%) and the impact of lower sales volumes net of a favorable product
mix from the instrumentation market and less favorable mix from the microelectronics market and the benefit of a weakened Euro (0.2%) partially offset by lower warranty and installation costs (0.1%).

Operating Expenses

Fiscal2010

2009

2008Amount

Percentage
of total
net sales

Amount

Percentage
of total
net sales

Amount

Percentage
of total
net sales(Dollars in thousands)Research and development

$
72,354


12.0
%
$
61,417


14.1
%
$
74,287


12.4
%Selling, general and administrative


123,575


20.4
%

108,098


24.8
%

146,376


24.5
%Impairment of goodwill






%

19,286


4.4
%





%Amortization of intangible assets


8,002


1.3
%

7,466


1.7
%

8,651


1.4
%Total operating expenses

$
203,931


33.7
%
$
196,267


45.0
%
$
229,314


38.3
%


Research and development

Fiscal 2010 research and development ("R&D") expenses increased $10.9 million, or 18%, from fiscal 2009. The increase was
primarily due to higher payroll spending ($4.2 million) due to higher performance-related compensation net of lower severance-related restructuring costs and the elimination of mandatory time
off, higher project spending ($3.6 million), the acquisition of certain product lines from StockerYale in the first quarter of fiscal 2010 and Beam Dynamics in the third quarter of fiscal 2010
($2.6 million), higher charges for increases in deferred compensation plan liabilities ($0.7 million) with the related earnings for increases in deferred compensation plan assets
recorded in other income (expense), $0.3 million higher stock-based compensation expense and higher other spending ($0.2 million) partially offset by lower non-severance
related restructuring costs ($0.7 million).

Fiscal
2009 R&D expenses decreased $12.9 million, or 17%, from fiscal 2008. The decrease was primarily due to lower payroll and bonus spending including mandatory time off in
fiscal 2009 and the impact of lower headcount ($9.2 million), lower spending on projects ($4.3 million), the impact of foreign currency exchange rates ($2.1 million), lower
stock-based compensation expense ($1.1 million) and a higher benefit due to decreases in deferred compensation plan liabilities ($0.5 million) with the related decreases in deferred
compensation plan assets recorded in other income (expense), partially offset by lower net reimbursements from customers for development projects ($2.4 million) and higher restructuring costs
($1.9 million). On a segment basis, CLC spending decreased $6.2 million primarily due to lower project spending including lower payroll and bonus spending. SLS spending decreased
$5.9 million primarily due to lower spending on projects, lower payroll and bonus spending and the impact of foreign currency exchange rates. Corporate and other spending decreased
$0.8 million.

Selling, general and administrative

Fiscal 2010 selling, general and administrative ("SG&A") expenses increased $15.5 million, or 14%, from fiscal 2009. The
increase was primarily due to $11.0 million higher payroll spending due to higher

51

---



Table of Contents

performance-related
compensation spending and the elimination of mandatory time off net of savings from site consolidations and other restructuring activities, $4.3 million higher charges due
to increases in deferred compensation plan liabilities with the related earnings for increases in deferred compensation plan assets recorded in other income (expense), the acquisition of certain
product lines from StockerYale ($2.8 million), higher other spending ($1.2 million), $0.9 million higher stock-based compensation expense and the impact of foreign currency
exchange rates ($0.6 million) partially offset by $3.3 million lower costs incurred for litigation resulting from our internal stock option investigation primarily due to a receipt from
the settlement of the litigation and $2.0 million lower spending on facilities due to site consolidations. On a segment basis, CLC spending increased $6.1 million primarily due to higher
payroll spending and the acquisition of certain product lines from StockerYale. SLS segment expenses increased $3.0 million primarily due to higher payroll spending net of savings from site
consolidations. Spending for Corporate and other increased $6.4 million primarily due to higher charges due to increases in deferred compensation plan liabilities and higher performance-related
compensation spending partially offset by lower costs incurred for litigation resulting from our internal stock option investigation.

Fiscal
2009 SG&A expenses decreased $38.3 million, or 26%, from fiscal 2008. The decrease was primarily due to $14.1 million lower payroll and bonus spending including the
impact of lower headcount and mandatory time off in fiscal 2009, $7.9 million lower costs related to our restatement of financial statements and litigation resulting from our internal stock
option investigation, the impact of foreign currency exchange rates ($4.2 million), $3.8 million lower stock-based compensation expense, $2.7 million lower spending on
depreciation and equipment, $2.7 million lower spending on travel, demo depreciation and advertising, $2.4 million lower spending on legal and other consulting, a higher benefit due to
decreases in deferred compensation plan liabilities ($1.9 million) with the related decreases in deferred compensation plan assets recorded in other income (expense) and lower other spending
($0.7 million), partially offset by $2.1 million higher restructuring costs. On a segment basis, SLS SG&A expenses decreased $12.2 million and CLC SG&A expenses decreased
$7.1 million, both primarily due to lower payroll and bonus spending, the impact of foreign currency exchange rates, lower depreciation and lower spending on travel and advertising. Corporate
and other spending decreased $19.0 million primarily due to lower costs related to our restatement of financial statements and litigation resulting from our internal stock option investigation,
lower stock-based compensation expense, a higher benefit due to decreases in deferred compensation plan liabilities, lower payroll and bonus spending and lower spending on legal and other consulting.

Impairment of goodwill

Under generally accepted accounting principles, goodwill is tested for impairment on an annual basis and between annual tests in
certain circumstances, and written down when impaired. During the first quarter of fiscal 2009, our stock price declined substantially, which combined with expectations of declines in forecasted
operating results due to the slowdown in the global economy, led the Company to conclude that a triggering event for review for potential goodwill impairment had occurred. Accordingly, as of
December 27, 2008, we performed an interim goodwill impairment evaluation which indicated that the goodwill was fully impaired. We recorded a non-cash goodwill impairment charge of
$19.3 million in the CLC reporting unit in the first quarter of fiscal 2009.

Amortization of intangible assets

Amortization of intangible assets increased $0.5 million, or 7%, from fiscal 2009 to fiscal 2010 primarily due to the
acquisition of certain product lines from StockerYale and the acquisition of Beam Dynamics partially offset by completion of amortization of certain intangibles related to prior acquisitions.

52

---



Table of Contents

Amortization of intangible assets decreased $1.2 million, or 14%, from fiscal 2008 to fiscal 2009 primarily due to the completion of amortization of
certain intangibles related to prior acquisitions.

Other income (expense), net

Other income (expense), net, increased $1.8 million from fiscal 2009 to fiscal 2010. The increase was primarily due to the
recovery in the market value of our deferred compensation plan assets ($5.1 million) partially offset by lower benefit from Japan consumption tax savings ($2.5 million) as the benefit
expired in the fourth quarter of fiscal 2009, lower interest income ($0.6 million) as a result of lower rates of return net of interest on tax refunds and the impact of higher average cash,
cash equivalents and short-term investments balances and higher foreign currency exchange losses ($0.3 million).

Other
income (expense), net, decreased $15.4 million from fiscal 2008 to fiscal 2009. The decrease was primarily due to lower interest income ($8.4 million) as a result of
lower rates of return and lower average cash, cash equivalents and short-term investments balances, higher expense due to decreases in deferred compensation plan assets
($3.3 million) and higher foreign currency exchange losses ($3.1 million).

Income taxes

The effective tax rate on income before income taxes for fiscal 2010 of 36.3% was higher than the statutory rate of 35.0%. This was
primarily due to stock compensation not deductible for tax purposes and an increase in valuation allowance against capital loss carryforwards, California research and development tax credits as a
result of California legislation enacted in February 2009 and certain foreign net operating loss carryforwards. These increases are partially offset by the benefit of income subject to foreign tax
rates that are lower than U.S. tax rates and research and development credits.

During
fiscal 2010, we increased our valuation allowance on deferred tax assets by $0.6 million to $7.4 million, primarily due to a capital loss limitation
true-up, the reduced ability to utilize California R&D tax credits as a result of the current apportionment factor and the reduced ability to utilize foreign net operating losses. During
fiscal year 2009, we increased our valuation allowance on deferred tax assets to $6.8 million, primarily due to California R&D tax credits as a result of new California legislation and the
reduced ability to utilize foreign net operating losses. During fiscal 2008, we decreased our valuation allowance on deferred tax assets to $1.7 million, primarily due to the expiration of
federal and state capital loss carryforwards and the valuation allowance with respect to the loss from the disposal of our Auburn facility in California was also reduced with a corresponding increase
in uncertain tax positions. In making the determination to record the valuation allowance, management considered the likelihood of future taxable income and feasible and prudent tax planning
strategies to realize deferred tax assets. In the future, if we determine that we expect to realize deferred tax assets, an adjustment to the valuation allowance will affect income in the period such
determination is made.

The
"Worker, Homeownership and Business Assistance Act of 2009" was enacted on November 6, 2009. Under the Act, businesses with net operating losses for 2008 and 2009 may carry
back those losses for up to five years. We elected to carry back the net operating loss generated in the tax year ended October 3, 2009 to the tax year ended September 30, 2006 and we
received a refund of $2.7 million.

In
September 2008, the state of California approved its budget which limited our ability to utilize available state net operating losses and tax credits. Under this tax law, the
utilization of net operating losses was suspended for tax years 2008 and 2009 and the expiration date of net operating loss carryforwards was extended for a two-year period. Additionally,
for tax years 2008 and 2009, taxpayers may only utilize available tax credits to reduce 50% of their current tax liability. The new law does not affect the amount of net operating loss or tax credit
carryforwards that we expect to ultimately use to

53

---



Table of Contents

offset
future California taxes. However, it did limit the amount of net operating losses and tax credits that we were able to utilize to reduce our taxes payable for fiscal year 2010. This amount is
not considered material.

On
October 8, 2010, the state of California approved its 2010-2011 budget that includes modifications to tax law provisions that were previously set to become
effective with tax years beginning on or after January 1, 2011. We are assessing the effects of the change in the tax law and will recognize any impacts in fiscal year 2011.

The
difference between the statutory rate of 35.0% and our effective tax rate of 1.5% on income (loss) before income taxes for fiscal 2009, which represents a current year benefit, was
due primarily to permanent differences related to the non-deductibility of the goodwill impairment charge, an increase in valuation allowance against California research and development
tax credits as a result of California legislation enacted in February 2009 and certain foreign net operating loss carryforwards, and deemed dividend inclusions under the Subpart F tax rules.
These amounts are partially offset by permanent differences related to the benefit of foreign tax credits and the benefit of federal research and development tax credits, including additional credits
reinstated from fiscal 2008 resulting from the enactment of the "Emergency Economic Stabilization Act of 2008."

The
effective tax rate on income before income taxes for fiscal 2008 of 37.2% was higher than the statutory rate of 35.0%. This was primarily due to permanent differences related to
foreign currency exchange gains on previously taxed income distributions from foreign subsidiaries and deemed dividend inclusions under the Subpart F rules, partially offset by the benefit of
foreign tax credits and research and development tax credits.

FINANCIAL CONDITION

Liquidity and capital resources

Sources and Uses of Cash

Historically, our primary source of cash has been provided by operations. Other sources of cash in the past three fiscal years include
proceeds received from the sale of our stock through our employee stock option and purchase plans, as well as through debt borrowings. Our historical uses of cash have primarily been for the
repurchase of our common stock, capital expenditures, acquisitions of businesses and technologies and payments of principal and interest on outstanding debt obligations. Supplemental information
pertaining to our historical sources and uses of cash is presented as follows and should be read in conjunction with our Consolidated Statements of Cash Flows and notes thereto (in thousands):

Fiscal2010

2009

2008Net cash provided by operating activities

$
78,813

$
39,049

$
68,362Sales of shares under employee stock plans


33,438


4,674


16,509Repurchase of common stock


(43,335
)




(228,214
)Capital expenditures


(15,139
)

(21,627
)

(22,612
)Acquisition of businesses, net of cash acquired


(20,745
)




Net payments on debt borrowings


(19
)

(8
)

(8
)


Net
cash provided by operating activities increased by $39.8 million in fiscal 2010 compared to fiscal 2009 and decreased by $29.3 million in fiscal 2009 compared to fiscal
2008. The increase in cash provided by operating activities in fiscal 2010 was primarily due to higher net income and higher cash flows due to new tax legislation which allows the carry back of net
operating losses for up to five years partially offset by lower cash flows from increased working capital (accounts receivable and inventories, net of increases in accounts payable and accrued
expenses) needed to support increased sales and

54

---



Table of Contents

projected
sales volumes. The decrease in cash provided by operating activities in fiscal 2009 was primarily due to lower net income and lower net cash flows from deferred income taxes partially offset
by higher cash flows as a result of declining balances of inventories and accounts receivable. We believe that our existing cash, cash equivalents and short term investments combined with cash to be
provided by operating activities will be adequate to cover our working capital needs and planned capital expenditures for at least the next 12 months to the extent such items are known or are
reasonably determinable based on current business and market conditions. However, we may elect to finance certain of our capital expenditure requirements through borrowings under our bank credit
facilities or other sources of capital. We continue to follow our strategy to further strengthen our financial position by using available cash flow to fund operations.

We
intend to continue pursuing acquisition opportunities at valuations we believe are reasonable based upon market conditions as demonstrated by our acquisition of businesses from
StockerYale in the first quarter of fiscal 2010 and Beam Dynamics in the third quarter of fiscal 2010 as well as the pending acquisition of the business assets of Hypertronics in the first quarter of
fiscal 2011 (see Note 19 "Subsequent Events" in the Notes to Consolidated Financial Statements). However, we cannot accurately predict the timing, size and success of our acquisition efforts or
our associated potential capital commitments. Furthermore, we cannot assure you that we will be able to acquire businesses on terms acceptable to us. We expect to fund future acquisitions primarily
through existing cash balances and cash flows from operations. If required, we will look for additional borrowings or consider the issuance of securities. The extent to which we will be willing or
able to use our common stock to make acquisitions will depend on its market value from time to time and the willingness of potential sellers to accept it as full or partial payment.

On
April 29, 2010, we announced that the Board of Directors had authorized us to repurchase up to $50 million of our common stock under our stock repurchase program. The
program is authorized for 12 months. In fiscal 2010, we repurchased and retired 1,195,829 shares of outstanding common stock for a total of $43.3 million, excluding expenses.

During
fiscal year 2008, we initiated restructuring plans to decrease costs by consolidating facilities and reducing our workforce. As of October 2, 2010, we had made payments in
connection with the restructuring plans in the amount of $25.2 million. We expect to complete payments for substantially all anticipated costs related to the restructuring plans by the third
quarter of fiscal 2011.

Additional
sources of cash available to us were international currency and domestic lines of credit and bank credit facilities totaling $56.1 million as of October 2, 2010,
of which $54.1 million was unused and available. These credit facilities were used in Europe during fiscal 2010 as guarantees. Our domestic line of credit includes a $40 million
unsecured revolving credit account with Union Bank of California, which expires on March 31, 2012 and is subject to covenants related to financial ratios and tangible net worth. No amounts have
been drawn upon our domestic line of credit and $2.0 million has been used of the international currency lines as of October 2, 2010.

Our
ratio of current assets to current liabilities was 4.1:1 at October 2, 2010, compared to 5.6:1 at October 3, 2009. The decrease in our ratio is primarily due to
increases in other current liabilities and

55

---



Table of Contents

accounts
payable. Our cash and cash equivalents, short-term investments, restricted cash, working capital and debt obligations are as follows (in thousands):

Fiscal2010

2009Cash and cash equivalents

$
245,380

$
199,950Short-term investments


17,391


43,685Restricted cash, current


625


Working capital


410,597


396,428Total debt obligations


51


15


Current Restricted Cash

As part of our purchase of Beam Dynamics, Inc. in the third quarter of fiscal 2010, $625,000 of the purchase price is held in
escrow for 12 months and is included in current restricted cash on our consolidated balance sheets.

Contractual Obligations and Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as defined by Regulation S-K of the Securities Act of 1933.
The following summarizes our contractual
obligations at October 2, 2010 and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in thousands):

Total

Less than
1 year

1 to 3 years

3 to 5 years

More than
5 yearsLong-term debt payments

$
51

$
18

$
33

$


$
Operating lease payments


42,164


8,287


11,100


7,296


15,481Asset retirement obligations


2,059


328


1,090





641Purchase commitments with suppliers


37,591


37,581


10





Purchase obligations


3,584


3,584








Total

$
85,449

$
49,798

$
12,233

$
7,296

$
16,122


Because
of the uncertainty as to the timing of such payments, we have excluded cash payments related to our contractual obligations for our deferred compensation plans aggregating
$24.3 million at October 2, 2010.

As
of October 2, 2010, we recorded gross unrecognized tax benefits of $50.1 million and gross interest and penalties of $6.9 million. As of October 3, 2009,
we recorded gross unrecognized tax benefits of $58.1 million and gross interest and penalties of $7.7 million. Both gross unrecognized tax benefits and gross interest and penalties are
classified as non-current liabilities in the consolidated balance sheet. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years
due to uncertainties in the timing of tax audit outcomes. As a result, these amounts are not included in the table above.

Changes in financial condition

Cash provided by operating activities in fiscal 2010 was $78.8 million, which included net income of $36.9 million,
depreciation and amortization of $29.7 million, increases in net deferred tax assets of $13.3 million, stock-based compensation expense of $8.3 million and non-cash
restructuring charges of $4.3 million partially offset by cash used by operating assets and liabilities of $13.2 million and $0.5 million other.

56

---



Table of Contents

Cash
used in investing activities in fiscal 2010 of $11.9 million included $20.7 million used to acquire certain assets of StockerYale and our acquisition of Beam Dynamics,
$15.1 million used to acquire property and equipment and improve buildings, a $2 million investment in SiOnyx and a $0.6 million increase in restricted cash partially offset by
$24.4 million of net proceeds from sales of available-for-sale securities and $2.1 million in proceeds from dispositions of property and equipment.

Cash
used in financing activities in fiscal 2010 was $10.2 million, including $43.3 million used to repurchase our common stock and $0.3 million other partially
offset by $33.4 million generated from our employee stock purchase plans.

Changes
in exchange rates in fiscal 2010 resulted in a decrease in cash balances of $11.3 million.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2. "Significant Accounting Policies" in the Notes to Consolidated Financial Statements for a full description of recent
accounting pronouncements, including the respective dates of adoption or expected adoption and effects on our consolidated financial position, results of operations and cash flows.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. The preparation of these
financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified the following as the items that require the most significant judgment and
often involve complex estimation:
revenue recognition, accounting for long-lived assets (including goodwill and intangible assets), inventory valuation, warranty reserves, stock-based compensation and accounting for income
taxes.

Revenue Recognition

We recognize revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, the
product has been delivered or the service has been rendered, the price is fixed or determinable and collection is probable. Revenue from product sales is recorded when all of the foregoing conditions
are met and risk of loss and title passes to the customer. Our products typically include a warranty and the estimated cost of product warranty claims (based on historical experience) is recorded at
the time the sale is recognized. Sales to customers are generally not subject to any price protection or return rights.

The
vast majority of our sales are made to original equipment manufacturers (OEMs), distributors, resellers and end-users in the non-scientific market. Sales made
to these customers do not require installation of the products by us and are not subject to other post-delivery obligations, except in occasional instances where we have agreed to perform
installation or provide training. In those instances, we defer revenue related to installation services or training until these services have been rendered. We allocate revenue from multiple element
arrangements to the various elements based upon relative fair values.

Should
changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely
affected. Failure to obtain anticipated orders due to delays or cancellations of orders could have a material

57

---



Table of Contents

adverse
effect on our revenue. In addition, pressures from customers to reduce our prices or to modify our existing sales terms may have a material adverse effect on our revenue in future periods.

Our
sales to distributors, resellers and end-user customers typically do not have customer acceptance provisions and only certain of our sales to OEM customers have customer
acceptance provisions. Customer acceptance is generally limited to performance under our published product specifications. For the few product sales that have customer acceptance provisions because of
higher than published specifications, (1) the products are tested and accepted by the customer at our site or by the customer's acceptance of the results of our testing program prior to
shipment to the customer, or (2) the revenue is deferred until customer acceptance occurs.

Sales
to end-users in the scientific market typically require installation and, thus, involve post-delivery obligations; however our post-delivery
installation obligations are not essential to the functionality of our products. We defer revenue related to installation services until completion of these services.

For
most products, training is not provided; therefore, no post-delivery training obligation exists. However, when training is provided to our customers, it is typically
priced separately and recognized as revenue as these services are provided.

Long-Lived Assets and Goodwill

We evaluate long-lived assets and amortizable intangible assets whenever events or changes in business circumstances or our
planned use of assets indicate that their carrying amounts may not be fully recoverable or that their useful lives are no longer appropriate. Reviews are performed to determine whether the carrying
values of the assets are impaired based on comparison to the undiscounted expected future cash flows identifiable to such long-lived and amortizable intangible assets. If the comparison
indicates that impairment exists, the impaired asset is written down to its fair value.

We
have determined that our reporting units are the same as our operating segments as each constitutes a business for which discrete financial information is available and for which
segment management regularly reviews the operating results. We make this determination in a manner consistent with how the operating segments are managed. Based on this analysis, we have identified
two reporting units which are our reportable segments: CLC and SLS.

Goodwill
is tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired (see Note 8 "Goodwill and Intangible Assets"
in the Notes to Consolidated Financial Statements). We perform our annual impairment tests at the beginning of the fourth quarter of each fiscal year using the opening balance sheet as of the first
day of the fourth fiscal quarter, with any resulting impairment recorded in the fourth quarter of the fiscal year.

During
the first quarter of fiscal 2009, our stock price declined substantially which, combined with expectations of declines in forecasted operating results due to the slowdown in the
global economy, led the Company to conclude that a triggering event for review for potential goodwill impairment had occurred. Accordingly, as of December 27, 2008, we performed an interim
goodwill impairment evaluation. Goodwill is tested for impairment by comparing the respective fair value with the respective carrying value of the reporting unit. If such comparison indicates a
potential impairment, then the impairment is determined as the difference between the recorded value of goodwill and its fair value. The performance of this test is a two-step process.

Step
1 of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. If the carrying amount of a
reporting unit exceeds the reporting unit's fair value, we perform Step 2 of the goodwill impairment test to determine

58

---



Table of Contents

the
amount of impairment loss if any. Step 2 of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill against the carrying value of that
goodwill.

We
have historically relied on the Income approach to determine the fair value of our reporting units. In the first quarter of fiscal 2009, when we determined that a triggering event had
occurred, we subsequently determined that it would be appropriate to rely on the following three valuation approaches to determine the fair value of both of our reporting units. (1) The Income
approach utilizes the discounted cash flow model to provide an estimation of fair value based on the cash flows that a business expects to generate. These cash flows are based on forecasts developed
internally by management which are then discounted at an after tax rate of return required by equity and debt market participants of a business enterprise. This rate of return or cost of capital is
weighted based on the capitalization of comparable companies. (2) The Market approach determines fair value by comparing the reporting units to comparable companies in similar lines of business
that are publicly traded. Total Enterprise Value (TEV) multiples such as TEV to revenues and TEV to earnings (if applicable) before interest and taxes of the publicly traded companies are calculated.
These multiples are then applied to the reporting unit's operating results to obtain an estimate of fair value. (3) The Transaction approach estimates the fair value of the reporting unit based
on market prices in actual transactions. A comparison is done between the reporting units and other similar businesses. Total Enterprise Value multiples for revenue and earnings as noted in the Market
approach above are calculated from the comparable companies and then applied to the reporting unit's operating results to obtain an estimate of fair value. Each of these three approaches captures
aspects of value in each reporting unit. The Income approach captures our expected future performance, the Market approach captures how investors view the reporting units through other competitors;
and, the Transaction approach captures value through transactions for sales of similar types of companies. We believe these valuation approaches are proven valuation techniques and methodologies for
our industry and are widely accepted by investors.

As
none were perceived by us to deliver any greater indication of value than the other, we weighted each of the approaches equally. The sensitivity analysis performed by management
determined that by changing the weighting placed on the three approaches, the result of the Step 1 test for both reporting units was not affected.

The
valuation analysis requires significant judgments and estimates to be made by management in particular related to the forecast. The assumed growth rates and gross margins as well as
period expenses were determined based on internally developed forecasts considering our future plans. The assumptions used were management's best estimates based on projected results and market
conditions as of the date of testing. In order to test the sensitivity of these fair values, management further
reviewed other scenarios relative to these assumptions to see if the resulting impact on fair values would have resulted in a different Step 1 conclusion for the CLC and SLS reporting units.

Based
on these forecast scenarios, the fair value of both reporting units was re-calculated. In addition, this sensitivity analysis applied more conservative assumptions with
regard to control premiums as well as multipliers used in the Market approach and the Transaction approach. In each of the sensitivity analyses performed, the CLC reporting unit failed and the SLS
reporting unit passed. None of the outcomes of the sensitivity analyses performed would have impacted our Step 1 conclusions or the non-cash impairment charge for goodwill of
$19.3 million recorded in the first quarter of fiscal 2009.

Sensitivity
was also applied to the discount rate used in the Income approach for both the CLC and SLS reporting units. At December 27, 2008, the discount rate for the CLC
reporting unit could have been reduced by more than 40% and still resulted in a failure. For the SLS reporting unit, the discount rate could have been increased by more than 40% and still resulted in
no impairment.

59

---





Table of Contents

During the second quarter of fiscal 2009, our expectations of declines in forecasted operating results due to the slowdown in the global economy and the further
declines in our stock price led us to conclude that a triggering event for review for potential goodwill impairment had occurred. Accordingly, as of April 4, 2009, we performed an interim
goodwill impairment evaluation. This interim impairment evaluation utilized the same valuation techniques used in our impairment valuation in the first quarter of fiscal 2009. A similar sensitivity
analysis was also done at April 4, 2009 where we determined that the discount rate used in the Income approach for the SLS reporting unit could have been increased by approximately 20% and
still resulted in no impairment. Based on the results of our Step 1 analysis, we determined that no additional goodwill impairment was indicated.

During
the third and fourth quarters of fiscal 2009, and the first three quarters of fiscal 2010, we noted no indications of impairment or triggering events to cause us to review
goodwill for potential impairment.

At
October 2, 2010, we had $70.8 million of goodwill, $19.9 million of purchased intangible assets and $90.3 million of property and equipment on our
consolidated balance sheet. We performed our annual goodwill impairment testing at the beginning of the fourth quarter using the opening balance sheet as of the first day of the fourth fiscal quarter
and noted no impairment. As noted in the valuation analysis discussion above, such analysis requires significant judgments and estimates to be made by management in particular related to the forecast.
The assumed growth rates and gross margins as well as period expenses were determined based on internally developed forecasts considering our future plans. The assumptions used were management's best
estimates based on projected results and market conditions
as of the date of testing. Utilizing the Income Approach, we noted no impairment. Based on our evaluation, the fair values of each of the two operating segments significantly exceeded their carrying
value. In order to test the sensitivity of these fair values, management further reviewed other scenarios relative to these assumptions to see if the resulting impact on fair values would have
resulted in a different conclusion for the CLC and SLS reporting units. Sensitivity was applied to the discount rate used in the Income approach for both the CLC and SLS reporting units. The discount
rate for the CLC and SLS reporting units could have been increased by more than 25% and still resulted in no impairment. Based on the outcome of this testing and sensitivity analysis, we decided it
would not be necessary to utilize all three testing methods for this annual test.

As
no impairment indicators were present during the fourth quarter of fiscal 2010, we believe these values remain recoverable.

It
is reasonably possible that the estimates of anticipated future net revenue, the remaining estimated economic life of the products and technologies, or both, could differ from those
used to assess the recoverability of these assets. In addition, if the price of our common stock were to significantly decrease combined with any other adverse change in market conditions, thus
indicating that the underlying fair value of our reporting units or other long-lived assets may have decreased, we may be required to assess the recoverability of such assets in the period
such circumstances are identified. In that event, additional impairment charges or shortened useful lives of certain long-lived assets may be required. Such testing was done on our
long-lived assets and intangibles in the Step 1 testing discussed above, and no impairment was noted.

Inventory Valuation

We record our inventory at the lower of cost (computed on a first-in, first-out basis) or market. We
write-down our inventory to its estimated market value based on assumptions about future demand and market conditions. Inventory write-downs are generally recorded within guidelines set by
management when the inventory for a device exceeds 12 months of its demand and when individual parts have been in inventory for greater than 12 months. If actual market conditions are
less favorable than those projected by management, additional inventory write-downs may be required which could materially

60

---



Table of Contents

affect
our future results of operations. Due to rapidly changing forecasts and orders, additional write-downs for excess or obsolete inventory, while not currently expected, could be required in the
future. In the event that alternative future uses of fully written down inventories are identified, we may experience better than normal profit margins when such inventory is sold. Differences between
actual results and previous estimates of excess and obsolete inventory could materially affect our future results of operations. We write-down our demo inventory by amortizing the cost of
demo
inventory over a twenty month period starting from the fourth month after such inventory is placed in service.

Warranty Reserves

We provide warranties on certain of our product sales and allowances for estimated warranty costs are recorded during the period of
sale. The determination of such allowances requires us to make estimates of product return rates and expected costs to repair or replace the products under warranty. We currently establish warranty
reserves based on historical warranty costs for each product line. The weighted average warranty period covered is approximately 15 months. If actual return rates and/or repair and replacement
costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods.

Stock-Based Compensation

We account for stock-based compensation using fair value. We estimate the fair value of stock options granted using the Black-Scholes
Merton model. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. We amortize the
fair value of stock options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. We value restricted stock units using the
intrinsic value method. We amortize the value of restricted stock units on a straight-line basis over the restriction period.

U.S. GAAP
requires the use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option-pricing model was developed for use
in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly
subjective assumptions, including the options expected life, the expected price volatility of the underlying stock and an estimate of expected forfeitures. Our computation of expected volatility
considers historical volatility and market-based implied volatility. Our estimate of expected forfeitures is based on historical employee data and could differ from actual forfeitures.

See
Note 14 "Employee Stock Option and Benefit Plans" in the notes to the Consolidated Financial Statements for a description of our stock-based employee compensation plans and
the assumptions we use to calculate the fair value of stock-based employee compensation.

Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision
(benefit) in each of the jurisdictions in which we operate. This process involves us estimating our current income tax provision (benefit) together with assessing temporary differences resulting from
differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets.

We
record a valuation allowance to reduce our deferred tax assets to an amount that more likely than not will be realized. While we have considered future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future
in excess of our net

61

---



Table of Contents

recorded
amount, an adjustment to the allowance for the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to
realize all or part of our net deferred tax asset in the future, an adjustment to the valuation allowance for the deferred tax asset would be charged to income in the period such determination was
made.

Federal
income taxes have not been provided for on a portion of the unremitted earnings of foreign subsidiaries because such earnings are intended to be permanently reinvested. The total
amount of unremitted earnings of foreign subsidiaries for which we have not yet recorded federal income taxes was approximately $129.4 million at fiscal 2010 year-end. In
addition to federal income taxes (which are not practicably determinable), withholding taxes of approximately $5.9 million would be payable upon repatriation of such earnings which would result
in additional foreign tax credits.

The
"Worker, Homeownership and Business Assistance Act of 2009" was enacted on November 6, 2009. Under the Act, businesses with net operating losses for 2008 and 2009 may carry
back those losses for up to five years. We elected to carry back the net operating loss generated in the tax year ended October 3, 2009 to the tax year ended September 30, 2006 and we
received a refund of $2.7 million.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk disclosures

We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative
financial instruments for speculative or trading purposes.

Interest rate sensitivity

A portion of our investment portfolio is composed of fixed income securities. These securities are subject to interest rate risk and
will fall in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10% from levels at fiscal 2010 year-end, the fair value
of the portfolio, based on quoted market prices in active markets involving similar assets, would decline by an immaterial amount. We have the ability to generally hold our fixed income investments
until maturity and therefore we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our
securities portfolio. If necessary, we may sell short-term investments prior to maturity to meet our liquidity needs.

At
fiscal 2010 year-end, the fair value of our available-for-sale debt securities was $17.4 million, all of which was classified as
short-term investments. Gross unrealized gains and losses on available-for-sale debt securities were $82,000 and ($2,000), respectively, at fiscal
2010 year-end. At fiscal 2009 year-end, the fair value of our available-for-sale debt securities was $41.2 million, all of which
was classified as short-term investments. Gross unrealized gains and losses on available-for-sale debt securities were $19,000 and ($2,000), respectively, at fiscal
2009 year-end.

Foreign currency exchange risk

We maintain operations in various countries outside of the United States and have foreign subsidiaries that manufacture and sell our
products in various global markets. The majority of our sales are transacted in U.S. dollars. However, we do generate revenues in other currencies, primarily the Euro and the Japanese Yen. As a
result, our earnings and cash flows are exposed to fluctuations in foreign currency exchange rates. We attempt to limit these exposures through financial market instruments. We utilize derivative
instruments, primarily forward contracts with maturities of two months or less, to manage our exposure associated with anticipated cash flows and net asset and liability positions denominated in
foreign currencies. Gains and losses on the forward contracts are

62

---



Table of Contents

mitigated
by gains and losses on the underlying instruments. We do not use derivative financial instruments for trading purposes.

We
do not anticipate any material adverse effect on our consolidated financial position, results of operations or cash flows resulting from the use of these instruments. There can be no
assurance that these strategies will be effective or that transaction losses can be minimized or forecasted accurately. If a financial counterparty to any of our hedging arrangements experiences
financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses. In the current economic environment, the risk of failure of
a financial party remains high.

A
hypothetical 10% change in foreign currency rates would not have a material impact on our results of operations or financial position.

The
following table provides information about our foreign exchange forward contracts at October 2, 2010. The table presents the weighted average contractual foreign currency
exchange rates, the value of the contracts in U.S. dollars at the contract exchange rate as of the contract maturity date and fair value. The U.S. notional fair value represents the contracted amount
valued at October 2, 2010 rates.

Forward
contracts to sell (buy) foreign currencies for U.S. dollars (in thousands, except contract rates):

Average
Contract Rate

U.S. Notional
Contract Value

U.S. Notional
Fair ValueEuro


1.2854

$
(25,686
)
$
(27,320
)British Pound Sterling


1.5401

$
5,746

$
5,902Japanese Yen


83.3150

$
(4,843
)
$
(4,845
)Korean Won


1,169.2000

$
2,559

$
2,625Chinese Renminbi


6.7625

$
1,139

$
1,152


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Item 15 (a) for an index to the Consolidated Financial Statements and Supplementary Financial Information, which are
attached hereto and incorporated by reference herein. The financial statements and notes thereto can be found beginning on page 62 of this annual report.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.    CONTROLS AND PROCEDURES

Management's Evaluation of Disclosure Controls and Procedures

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures; as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report ("Evaluation Date"). The controls evaluation was done under the
supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in reports that
we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded,

63

---



Table of Contents

processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management's Report on Internal Control Over Financial Reporting

Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company.

Management
assessed the effectiveness of our internal control over financial reporting as of October 2, 2010, utilizing the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on the assessment by management, we determined that our internal control over financial reporting was
effective as of October 2, 2010. The effectiveness of our internal control over financial reporting as of October 2, 2010 has been audited by Deloitte & Touche LLP, our
independent registered public accounting firm, as stated in their report which appears below.

Inherent Limitations Over Internal Controls

Our internal control over financial reporting is designed 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. The Company's internal control over financial reporting
includes those policies and procedures that:



Management,
including our CEO and CFO, does not expect that the Company's internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide
absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that
those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended October 2, 2010
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

64

---





Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of Coherent, Inc.:

We
have audited the internal control over financial reporting of Coherent, Inc. and its subsidiaries (collectively, the "Company") as of October 2, 2010, based on the
criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial
reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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. A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 2, 2010, based on the criteria established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year
ended October 2, 2010, of the Company and our report dated December 14, 2010, expressed an unqualified opinion on those consolidated financial statements.

/s/DELOITTE & TOUCHELLP

San
Jose, California
December 14, 2010

65

---





Table of Contents

ITEM 9B.    OTHER INFORMATION

Not applicable.

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding: (i) our directors will be set forth under the caption "Election of DirectorsNominees";
(ii) compliance with Section 16(a) of the Securities Act of 1933 will be set forth under the caption "Section 16(a) Beneficial Ownership Reporting Compliance"; (iii) the
process for stockholders to nominate directors will be set forth under the caption "Proposal OneElection of DirectorsBoard Meetings and CommitteesProcess for
Recommending Candidates for Election to the Board of Directors"; (iv) our audit committee and audit committee financial expert will be set forth under the caption "Proposal
OneElection of DirectorsBoard Meetings and CommitteesAudit Committee"; in our proxy statement for use in connection with an upcoming Annual Meeting of
Stockholders to be held in 2011 (the "2011 Proxy Statement") and is incorporated herein by reference or included in a Form 10-K/A as an amendment to this
Form 10-K. The 2011 Proxy Statement or Form 10-K/A will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal
year.

Business
Conduct Policy

We
have adopted a worldwide Business Conduct Policy that applies to the members of our Board of Directors, executive officers and other employees. This policy
is posted on our Website atwww.coherent.comand may be found as follows:



We
intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Business Conduct
Policy by posting such information on our Website, at the address and location specified above.

Stockholders
may request free printed copies of our worldwide Business Conduct Policy from:

Coherent, Inc.
Attention: Investor Relations
5100 Patrick Henry Drive
Santa Clara, California 95054

66

---



Table of Contents

Executive Officers

The name, age, position and a brief account of the business experience of our executive officers as of November 30, 2010 are set
forth below:

Name

Age

Office HeldJohn R. Ambroseo, PhD


49

President and Chief Executive OfficerHelene Simonet


58

Executive Vice President and Chief Financial OfficerMark Sobey, PhD


50

Executive Vice President and General Manager, Specialty Laser SystemsLuis Spinelli


62

Executive Vice President and Chief Technology OfficerBret M. DiMarco


42

Executive Vice President, General Counsel and Corporate Secretary


John R. Ambroseo.Dr. Ambroseo has served as our President and Chief Executive Officer as well as a member of the Board of
Directors since
October 2002. Dr. Ambroseo served as our Chief Operating Officer from June 2001 through September 2002. Dr. Ambroseo served as our Executive Vice President and as President and General
Manager of the Coherent Photonics Group from September 2000 to June 2001. From September 1997 to September 2000, Dr. Ambroseo served as our Executive Vice President and as President and General
Manager of the Coherent Laser Group. From March 1997 to September 1997, Dr. Ambroseo served as our Scientific Business Unit Manager. From August 1988, when Dr. Ambroseo joined us, until
March 1997, he served as a Sales Engineer, Product Marketing Manager, National Sales Manager and Director of European Operations. Dr. Ambroseo received a Bachelor degree from
SUNY-College at Purchase and a PhD in Chemistry from the University of Pennsylvania.

Helene Simonet.Ms. Simonet has served as our Executive Vice President and Chief Financial Officer since April 2002.
Ms. Simonet served
as Vice President of Finance of our former Medical Group and Vice President of Finance, Photonics Division from December 1999 to April 2002. Prior to joining Coherent, she spent over twenty years in
senior finance positions at Raychem Corporation's Division
and Corporate organizations, including Vice President of Finance of the Raynet Corporation. Ms. Simonet has both Master's and Bachelor degrees from the University of Leuven, Belgium.

Mark Sobey.Dr. Sobey was appointed Executive Vice President of Coherent and General Manager of Specialty Laser Systems (SLS) in
April 2010.
He has served as Senior Vice President and General Manager for the SLS Business Group, which primarily serves the Microelectronics and Research markets, since joining Coherent in July 2007. Prior to
Coherent, Dr. Sobey has spent over 20 years in the Laser and Fiber Optics Telecommunications industries, including roles as Senior Vice President Product Management at Cymer from January
2006 through June 2007 and previously as Senior Vice President Global Sales at JDS Uniphase through October 2005. He received his PhD in Engineering and BSc in Physics, both from the University of
Strathclyde in Scotland.

Luis Spinelli.Mr. Spinelli has served as our Executive Vice President and Chief Technology Officer since February 2004.
Mr. Spinelli
joined the Company in May 1985 and has since held various engineering and managerial positions, including Vice President, Advanced Research from April 2000 to September 2002 and Vice President,
Corporate Research from September 2002 to February 2004. Mr. Spinelli has led the Advanced Research Unit from its inception in 1998, whose charter is to identify and evaluate new and emerging
technologies of interest for us across a range of disciplines in the laser field. Mr. Spinelli holds a degree in Electrical Engineering from the University of Buenos Aires, Argentina with
post-graduate work at the Massachusetts Institute of Technology.

67

---



Table of Contents

Bret M. DiMarco.Mr. DiMarco has served as our Executive Vice President and General Counsel since June 2006 and our Corporate
Secretary since
February 2007. From February 2003 until May 2006, Mr. DiMarco was a member and from October 1995 until January 2003 was an associate at Wilson Sonsini Goodrich & Rosati, P.C., a law
firm. Mr. DiMarco received a Bachelor degree from the University of California at Irvine and a Juris Doctorate degree from the Law Center at the University of Southern California. He is also an
adjunct professor of law at the University of California Hastings College of the Law, teaching corporate law and mergers & acquisitions.

ITEM 11.    EXECUTIVE COMPENSATION

Information regarding: (i) executive officer and director compensation will be set forth under the captions "Election of
DirectorsNomineesDirector Compensation" and "Executive Officers and Executive Compensation" and (ii) compensation committee interlocks will be set forth under the
caption "Executive Officers and Executive CompensationCompensation Committee Interlocks and Insider Participation" in the 2011 Proxy Statement or included in a
Form 10-K/A as an amendment to our Form 10-K for the fiscal year ended October 2, 2010. The 2011 Proxy Statement or Form 10-K/A will be
filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding: (i) equity compensation plan information will be set forth under the caption "Equity Compensation Plan
Information"; (ii) security ownership of certain beneficial owners and management will be set forth under the caption "Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters"; in our 2011 Proxy Statement and is incorporated herein by reference or included in a Form 10-K/A as an amendment to our Form 10-K for the
fiscal year ended October 2, 2010.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required under this item will be set forth under the caption "Certain Relationships and Related Party Transactions" in
our 2011 Proxy Statement and is incorporated herein by reference or included in a Form 10-K/A as an amendment to our Form 10-K for the fiscal year ended
October 2, 2010.

68

---



Table of Contents

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accounting Fees and Services

The following table sets forth fees for services provided by Deloitte & Touche LLP, the member firms of Deloitte Touche
Tohmatsu, and their respective affiliates (collectively, "Deloitte") during fiscal years 2010 and 2009:

2010

2009Audit fees(1)

$
1,440,000

$
1,693,202Audit-related fees





Tax fees





All other fees(2)


2,000


72,375Total

$
1,442,000

$
1,765,577


(1)Represents
fees for professional services provided in connection with the integrated audit of our annual financial statements and internal control over
financial reporting and review of our quarterly financial statements, advice on accounting matters that arose during the audit and audit services provided in connection with other statutory or
regulatory filings.(2)Represents
the annual subscription for access to the Deloitte Accounting Research Tool, which is a searchable on-line accounting database
($2,000) in both fiscal years, and due diligence associated with our acquisition activities in fiscal 2009.


Pre-Approval of Audit and Non-Audit Services

The Audit Committee has determined that the provision of non-audit services by Deloitte is compatible with maintaining
Deloitte's independence. In accordance with its charter, the Audit Committee approves in advance all audit and non-audit services to be provided by Deloitte. In other cases, the Chairman
of the Audit Committee has the delegated authority from the Committee to pre-approve certain additional services, and such pre-approvals are communicated to the full Committee
at its next meeting. During fiscal year 2010, 100% of the services were pre-approved by the Audit Committee in accordance with this policy.

69

---





Table of Contents

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The
following Consolidated Financial Statements of Coherent, Inc. and its subsidiaries are filed as part of this annual report on Form 10-K:



Report of Independent Registered Public Accounting Firm

74Consolidated Balance SheetsOctober 2, 2010 and October 3, 2009

75Consolidated Statements of OperationsYears ended October 2, 2010, October 3, 2009, and September 27,
2008

76Consolidated Statements of Stockholders' EquityYears ended October 2, 2010, October 3, 2009 and
September 27, 2008

77Consolidated Statements of Cash FlowsYears ended October 2, 2010, October 3, 2009 and September 27,
2008

78Notes to Consolidated Financial Statements

80Quarterly Financial Information (Unaudited)

120




Financial
statement schedules have been omitted because they are either not required, not applicable or the information required to be set forth therein is included in the Consolidated
Financial Statements hereto.



Exhibit
Numbers3.1*

Restated and Amended Certificate of Incorporation. (Previously filed as Exhibit 3.1 to Form 10-K for the fiscal year ended September 29, 1990)3.2*

Certificate of Amendment of Restated and Amended Certificate of Incorporation of Coherent, Inc. (Previously filed as Exhibit 3.2 to Form 10-K for the fiscal year ended September 28, 2002)3.3*

Bylaws of Coherent, Inc. (Previously filed as Exhibit 3.3 to Form 10-Q for the fiscal quarter ended June 28, 2008)10.1*

Amended and Restated Employee Stock Purchase Plan. (Previously filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 28, 2008)10.2*

Coherent Employee Retirement and Investment Plan. (Previously filed as Exhibit 10.23 to Form 8, Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended September 25,
1982)10.3*

1995 Stock Plan and forms of agreement. (Previously filed as Exhibit 10.34 to Form 10-K for the fiscal year ended September 28, 1996)10.4*

1998 Director Option Plan. (Previously filed as Appendix B to Schedule 14A filed February 28, 2006)10.5*

2001 Stock Plan (Previously filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 29, 2008)10.6*

Change of Control Severance Plan, as amended and restated effective December 10, 2008 (Previously filed as Exhibit 10.1 to Form 10-Q for the quarter ended April 4, 2009).10.7

Variable Compensation Plan, as amended10.8

Fiscal 2010 Variable Compensation Plan Payout Scale for Named Executive Officers


70

---



Table of Contents

Exhibit
Numbers10.9**

Fiscal 2011 Variable Compensation Plan Payout Scale for Named Executive Officers10.10*

Offer Letter to Bret DiMarco (Previously filed as Exhibit 10.14 to Form 10-K for the year ended September 30, 2006)10.11*

Supplementary Retirement Plan (Previously filed as Exhibit 10.5 to Form 10-Q for the quarter ended April 1, 2006)10.12*

2005 Deferred Compensation Plan (Previously filed as Exhibit 10.16 to Form 10-K for the year ended September 27, 2008)10.13*

Form of 2001 Stock Plan Terms and Conditions of Restricted Stock Units (Previously filed as Exhibit 10.1 to Form 8-K filed on November 27, 2009)10.14*

Form of 2001 Stock Plan Amended Global Stock Option Agreement. (Previously filed as Exhibit 10.2 to Form 8-K filed on November 27, 2009)10.15*

Loan Agreement by and between Coherent, Inc. and Union Bank of California, N.A. dated as of March 31, 2008 (Previously filed as Exhibit 10.24 to Form 10-K/A for the year ended September 27,
2008)10.16*

Amendment to Union Bank Agreement dated April 29, 2010 (Previously filed as Exhibit 10.1 to Form 10-Q for the quarter ended April 3, 2010)10.17*

Second Lease Amendment by and between Coherent, Inc. and 5200 Patrick Henry Associates LLC dated as of July 23, 2010 (Previously filed as Exhibit 10.1 to Form 10-Q for the quarter ended
July 3, 2010)10.18

Form of Indemnification Agreement21.1

Subsidiaries23.1

Consent of Independent Registered Public Accounting Firm24.1

Power of Attorney (see signature page)31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*These
exhibits were previously filed with the Commission as indicated and are incorporated herein by reference.**Portions
of this exhibit are redacted and confidential treatment has been requested.Identifies
management contract or compensatory plans or arrangements required to be filed as an exhibit.


71

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, INC.Date: December 14, 2010

/s/ JOHN R. AMBROSEOBy:  John R. AmbroseoPresident and Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John R. Ambroseo and
Helene Simonet, and each of them individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities to sign any and all amendments
to this Report on Form 10-K, and to file the same with, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his or her substitute, may do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

/s/ JOHN R. AMBROSEO John R. Ambroseo
(Director and Principal Executive Officer)

December 14, 2010
Date/s/ HELENE SIMONET Helene Simonet
(Principal Financial and Accounting Officer)

December 14, 2010
Date/s/ SUSAN M. JAMES Susan M. James
(Director)

December 14, 2010
Date/s/ L. WILLIAM KRAUSE L. William Krause
(Director)

December 14, 2010
Date/s/ GARRY W. ROGERSON Garry W. Rogerson
(Director)

December 14, 2010
Date/s/ LAWRENCE TOMLINSON Lawrence Tomlinson
(Director)

December 14, 2010
Date/s/ SANDEEP VIJ Sandeep Vij
(Director)

December 14, 2010
Date


72

---





Table of Contents

STATEMENT OF MANAGEMENT RESPONSIBILITY

Management is responsible for the preparation, integrity, and objectivity of the Consolidated Financial Statements and other financial
information included in the Company's 2010 Annual Report on Form 10-K. The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting
principles and reflect the effects of certain estimates and judgments made by management. It is critical for investors and other users of the Consolidated Financial Statements to have confidence that
the financial information that we provide is timely, complete, relevant and accurate

Management,
with oversight by the Company's Board of Directors, has established and maintains a corporate culture that requires that the Company's affairs be conducted to the highest
standards of business ethics and conduct. Management also maintains a system of internal control that is designed to provide reasonable assurance that assets are safeguarded and that transactions are
properly recorded and executed in accordance with management's authorization. This system is regularly monitored through direct management review, as well as extensive audits conducted by internal
auditors throughout the organization.

Our
Consolidated Financial Statements as of and for the year ended October 2, 2010 have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm. Their audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and included an integrated audit under such standards.

The
Audit Committee of the Board of Directors meets regularly with management, the internal auditors and the independent registered public accounting firm to review accounting,
reporting, auditing and internal control matters. The Audit Committee has direct and private access to both internal and external auditors.

See
Item 9A for Management's Report on Internal Control Over Financing Reporting.

We
are committed to enhancing shareholder value and fully understand and embrace our fiduciary oversight responsibilities. We are dedicated to ensuring that our high standards of
financial accounting and reporting as well as our underlying system of internal controls are maintained. Our culture demands integrity and we have the highest confidence in our processes, internal
controls, and people, who are objective in their responsibilities and operate under the highest level of ethical standards.

/s/ JOHN R. AMBROSEO John R. Ambroseo President and Chief Executive Officer

/s/ HELENE SIMONET Helene Simonet Executive Vice President and Chief Financial Officer


73

---





Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of Coherent, Inc.:

We
have audited the accompanying consolidated balance sheets of Coherent, Inc. and its subsidiaries (collectively, the "Company") as of October 2, 2010 and
October 3, 2009, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended October 2, 2010. These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 2, 2010 and October 3,
2009, and the results of its operations and its cash flows for each of the three years in the period ended October 2, 2010, in conformity with accounting principles generally accepted in the
United States of America.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of
October 2, 2010, based on the criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated December 14, 2010 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE
& TOUCHE LLP

San
Jose, California
December 14, 2010

74

---





Table of Contents



COHERENT, INC. AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (In thousands, except par value)

October 2,
2010

October 3,
2009ASSETSCurrent assets:Cash and cash equivalents

$
245,380

$
199,950Restricted cash


625


Short-term investments


17,391


43,685Accounts receivablenet of allowances of $1,655 in 2010 and $2,147 in 2009


110,211


74,235Inventories


113,858


97,767Prepaid expenses and other assets


35,002


38,969Deferred tax assets


20,050


28,164Total current assets


542,517


482,770Property and equipment, net


90,339


98,792Goodwill


70,796


66,967Intangible assets, net


19,931


19,738Other assets


79,521


85,337Total assets

$
803,104

$
753,604LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Current portion of long-term obligations

$
18

$
9Accounts payable


39,737


21,639Income taxes payable


4,267


1,953Other current liabilities


87,898


62,741Total current liabilities


131,920


86,342Long-term obligations


33


6Other long-term liabilities


79,688


91,685Commitments and contingencies (Note 12)Stockholders' equity:Common stock, par value $.01:Authorized500,000 shares;Outstanding24,554 shares in 2010 and 24,455 shares in 2009


245


244Additional paid-in capital


186,078


188,918Accumulated other comprehensive income


62,084


80,269Retained earnings


343,056


306,140Total stockholders' equity


591,463


575,571Total liabilities and stockholders' equity

$
803,104

$
753,604


See
accompanying Notes to Consolidated Financial Statements.

75

---





Table of Contents



COHERENT, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (In thousands, except per share data)

Year EndedOctober 2,
2010

October 3,
2009

September 27,
2008Net sales

$
605,067

$
435,882

$
599,262Cost of sales


344,256


274,772


347,356Gross profit


260,811


161,110


251,906Operating expenses:Research and development


72,354


61,417


74,287Selling, general and administrative


123,575


108,098


146,376Impairment of goodwill





19,286


Amortization of intangible assets


8,002


7,466


8,651Total operating expenses


203,931


196,267


229,314Income (loss) from operations


56,880


(35,157
)

22,592Other income (expense):Interest and dividend income


1,871


2,485


10,876Interest expense


(256
)

(228
)

(152
)Othernet


(516
)

(2,955
)

3,971Total other income (expense), net


1,099


(698
)

14,695Income (loss) before income taxes


57,979


(35,855
)

37,287Provision for (benefit from) income taxes


21,063


(536
)

13,884Net income (loss)

$
36,916

$
(35,319
)
$
23,403Net income (loss) per share:Basic

$
1.49

$
(1.45
)
$
0.85Diluted

$
1.47

$
(1.45
)
$
0.83Shares used in computation:Basic


24,718


24,281


27,505Diluted


25,091


24,281


28,054


See
accompanying Notes to Consolidated Financial Statements.

76

---





Table of Contents



COHERENT, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        Three Years in the Period Ended October 2, 2010    
   (In thousands)

Common
Stock
Shares

Common
Stock
Par
Value

Add.
Paid-in
Capital

Accum.
Other
Comp.
Income

Retained
Earnings

TotalBalances, September 29, 2007


31,552

$
313

$
380,516

$
70,672

$
319,485

$
770,986Components of comprehensive income:Net income














23,403


23,403Translation adjustment, net of tax











8,247





8,247Unrealized gain on available for sale securities, net of tax











165





165Net loss realized on derivative instruments, net of tax











5





5Total comprehensive income

















31,820Amortization, issuance and forfeitures of restricted stock


(32
)

1


(884
)







(883
)Sales of shares under Employee Stock Option Plan


643


7


16,501








16,508Stock-based compensation








8,982








8,982Tax benefit from employee stock options








665








665Repurchases of Common Stock


(7,972
)

(80
)

(228,134
)







(228,214
)Cumulative effect of adoption of tax accounting standard














(1,429
)

(1,429
)Balances, September 27, 2008


24,191

$
241

$
177,646

$
79,089

$
341,459

$
598,435Components of comprehensive income:Net loss














(35,319
)

(35,319
)Translation adjustment, net of tax











1,156





1,156Unrealized gain on available for sale securities, net of tax











16





16Net loss realized on derivative instruments, net of tax











8





8Total comprehensive loss

















(34,139
)Amortization, issuance and forfeitures of restricted stock


31


1


(725
)







(724
)Sales of shares under Employee Stock Option Plan


9





226








226Sales of shares under Employee Stock Purchase Plan


224


2


4,445








4,447Stock-based compensation








7,326








7,326Balances, October 3, 2009


24,455

$
244

$
188,918

$
80,269

$
306,140

$
575,571Components of comprehensive income:Net income














36,916


36,916Translation adjustment, net of tax











(18,259
)




(18,259
)Unrealized loss on available for sale securities, net of tax











(11
)




(11
)Net loss realized on derivative instruments, net of tax











85





85Total comprehensive income

















18,731Amortization, issuance and forfeitures of restricted stock


60


1


(1,212
)







(1,211
)Sales of shares under Employee Stock Option Plan


1,005


10


29,189








29,199Sales of shares under Employee Stock Purchase Plan


230


2


4,237








4,239Repurchases of Common Stock


(1,196
)

(12
)

(43,323
)







(43,335
)Stock-based compensation








8,269








8,269Balances, October 2, 2010


24,554

$
245

$
186,078

$
62,084

$
343,056

$
591,463


See accompanying Notes to Consolidated Financial Statements

77

---





Table of Contents



COHERENT, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands)

Year EndedOctober 2,
2010

October 3,
2009

September 27,
2008Cash flows from operating activities:Net income (loss)

$
36,916

$
(35,319
)
$
23,403Adjustments to reconcile net income to net cash provided by operating activities:Non-cash restructuring and other charges (recoveries)


4,256


(356
)

3,111Depreciation and amortization


21,657


19,194


23,319Amortization of intangible assets


8,002


7,466


8,651Impairment of goodwill





19,286


Stock-based compensation


8,286


7,415


8,809Excess tax benefit from stock-based compensation arrangements


(934
)

(9
)

(749
)Tax benefit from employee stock options








665Deferred income taxes


13,287


(12,224
)

(1,642
)Loss on disposal of property and equipment


334


594


417Other non-cash expense


164


128


208Changes in assets and liabilities, net of effect of acquisitions:Accounts receivable


(33,674
)

24,854


9,049Inventories


(14,607
)

21,412


(6,491
)Prepaid expenses and other assets


(9,247
)

2,302


7,019Other assets


67


6,245


2,902Accounts payable


15,122


(4,172
)

(1,085
)Income taxes payable/receivable


6,454


1,481


1,717Other current liabilities


22,838


(13,848
)

(8,837
)Other long-term liabilities


(108
)

(5,400
)

(2,104
)Net cash provided by operating activities


78,813


39,049


68,362Cash flows from investing activities:Purchases of property and equipment


(15,139
)

(21,627
)

(22,612
)Proceeds from dispositions of property and equipment


2,144


1,604


12,863Purchases of available-for-sale securities


(108,688
)

(106,856
)

(109,846
)Proceeds from sales and maturities of available-for-sale securities


133,087


67,435


151,362Acquisition of businesses, net of cash acquired


(20,745
)




Investment in SiOnyx


(2,000
)




Change in restricted cash


(625
)

2,521


(109
)Proceeds from sale of CIOL








6,519Other-net


38


(25
)

Net cash provided by (used in) investing activities


(11,928
)

(56,948
)

38,177


(continued)

78

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

Year EndedOctober 2,
2010

October 3,
2009

September 27,
2008Cash flows from financing activities:Short-term borrowings

$


$
8

$
371Short-term repayments





(8
)

(370
)Cash overdrafts decrease





(470
)

(855
)Repayments of capital lease obligations


(19
)

(8
)

(9
)Repurchase of common stock


(43,335
)




(228,214
)Issuance of common stock under employee stock option and purchase plans


33,438


4,674


16,509Excess tax benefits from stock-based compensation arrangements


934


9


749Net settlement of restricted common stock


(1,211
)




Net cash provided by (used in) financing activities


(10,193
)

4,205


(211,819
)Effect of exchange rate changes on cash and cash equivalents


(11,262
)

(182
)

3,179Net increase (decrease) in cash and cash equivalents


45,430


(13,876
)

(102,101
)Cash and cash equivalents, beginning of year


199,950


213,826


315,927Cash and cash equivalents, end of year

$
245,380

$
199,950

$
213,826Supplemental disclosure of cash flow information:Cash paid during the year for:Interest

$
223

$
194

$
577Income taxes

$
12,642

$
22,024

$
18,781Cash received during the year for:Income taxes

$
9,213

$
10,333

$
4,213Noncash investing and financing activities:Unpaid property and equipment purchases

$
2,076

$
696

$
1,052Assets acquired under capital leases

$
43

$


$



(concluded)

See
accompanying Notes to Consolidated Financial Statements

79

---





Table of Contents

COHERENT, INC. AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Founded in 1966, Coherent, Inc. provides photonics-based solutions in a broad range of commercial and scientific research applications. We design, manufacture, service and market
lasers, laser tools and related accessories for a diverse group of customers. Headquartered in Santa Clara, California, we have worldwide operations including research and development, manufacturing,
sales, service and support capabilities.

2. SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year

Our fiscal year ends on the Saturday closest to September 30. Fiscal years 2010, 2009 and 2008 ended on October 2,
October 3, and September 27, respectively, and are referred to in these financial statements as fiscal 2010, fiscal 2009, and fiscal 2008 for convenience. Fiscal 2009 included
53 weeks; fiscal 2010 and 2008 included 52 weeks. The fiscal years of the majority of our international subsidiaries end on September 30. Accordingly, the financial statements of
these subsidiaries as of that date and for the years then ended have been used for our consolidated financial statements. Management believes that the impact of the use of different
year-ends is immaterial to our consolidated financial statements taken as a whole.

Use of Estimates

The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Presentation

The consolidated financial statements include the accounts of Coherent, Inc. and its majority-owned subsidiaries (collectively,
"the Company", "we", "our", or "Coherent"). Intercompany balances and transactions have been eliminated. Investments in business entities in which we do not have control, but have the ability to
exercise significant influence over operating and financial policies (generally 20-50% ownership) are accounted for by the equity method.

Fair Value of Financial Instruments

The carrying amounts of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable
and accrued liabilities approximate fair
value due to their short maturities. Short-term investments are comprised of available-for-sale securities, which are carried at fair value. Other
non-current assets include trading securities related to our deferred compensation plans, which are carried at fair value. The recorded carrying amount of our long-term
obligations approximates fair value at fiscal 2010 and 2009 year-ends. Foreign exchange contracts are stated at fair value based on prevailing financial market information.

Cash Equivalents

All highly liquid investments with maturities of three months or less at the time of purchase are classified as cash equivalents.

80

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk

Financial instruments that may potentially subject us to concentrations of credit risk consist principally of cash equivalents,
short-term investments and accounts receivable. At fiscal 2010 year-end, the majority of our short-term investments are in bank certificates of deposit,
federal agency obligations and money market funds. Cash equivalents and short-term investments are maintained with several financial institutions and may exceed the amount of insurance
provided on such balances. The majority of our accounts receivable are derived from sales to customers for commercial applications. We perform ongoing credit evaluations of our customers' financial
condition and limit the amount of credit extended when deemed necessary but generally require no collateral. We maintain reserves for potential credit losses. Our products are broadly distributed and
there were no customers who accounted for more than 10% of accounts receivable at fiscal 2010 or fiscal 2009 year-end.

Accounts Receivable Allowances

Accounts receivable allowances reflect our best estimate of probable losses inherent in our accounts receivable balances. We regularly
review allowances by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer's ability
to pay.

Activity
in accounts receivable allowance is as follows (in thousands):

Fiscal year-end2010

2009

2008Beginning balance

$
2,147

$
2,494

$
2,918Additions charged to expenses


349


1,974


1,246Accruals resulting from acquisitions


33





Deductions from reserves


(874
)

(2,321
)

(1,670
)Ending balance

$
1,655

$
2,147

$
2,494


Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market. Inventories are as follows (in
thousands):

Fiscal year-end2010

2009Purchased parts and assemblies

$
38,449

$
30,945Work-in-process


40,010


30,680Finished goods


35,399


36,142Inventories

$
113,858

$
97,767


81

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are stated at cost and are depreciated or amortized using the straight-line method. Cost,
accumulated depreciation and amortization, and estimated useful lives are as follows (dollars in thousands):

Fiscal year-end2010

2009

Useful LifeLand

$
6,100

$
6,281Buildings and improvements


60,350


71,159

5-40 yearsEquipment, furniture and fixtures


187,240


184,282

3-10 yearsLeasehold improvements


18,437


16,525

Lesser of useful life or terms of leases272,127


278,247Accumulated depreciation and amortization


(181,788
)

(179,455
)Property and equipment, net

$
90,339

$
98,792


Asset Retirement Obligations

The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the
asset. All of our existing asset retirement obligations are associated with commitments to return the property to its original condition upon lease termination at various sites and costs to clean up
and dispose of certain fixed assets at our Finland site. We estimated that as of fiscal 2010 year-end, gross expected future cash flows of $2.1 million would be required to
fulfill these obligations.

The
following table reconciles changes in our asset retirement liability for fiscal 2010 and 2009 (in thousands):

Asset retirement liability as of September 27, 2008

$
1,464Adjustment to asset retirement obligations recognized


36Accretion recognized


112Changes due to foreign currency exchange


67Asset retirement liability as of October 3, 2009


1,679Adjustment to asset retirement obligations recognized


(29
)Accretion recognized


93Changes due to foreign currency exchange


(6
)Asset retirement liability as of October 2, 2010

$
1,737


At
October 2, 2010, $328,000 of the asset retirement liability is reported in other current liabilities and $1,409,000 is reported in other long-term
liabilities on our consolidated balance sheets. At October 3, 2009, $337,000 of the asset retirement liability is reported in other current liabilities and $1,342,000 is reported in other
long-term liabilities on our consolidated balance sheets.

82

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-lived Assets

We evaluate the carrying value of long-lived assets, including intangible assets, whenever events or changes in business
circumstances or our planned use of long-lived assets indicate that their carrying amounts may not be fully recoverable or that their useful lives are no longer appropriate. Reviews are
performed to determine whether the carrying values of long-lived assets are impaired based on a comparison to the undiscounted expected future net cash flows. If the comparison indicates
that impairment exists, long-lived assets that are classified as held and used are written down to their respective fair values. When long-lived assets are classified as held
for sale, they are written down to their respective fair values less costs to sell. Significant management judgment is required in the forecast of future operating results that is used in the
preparation of expected undiscounted cash flows. For fiscal years 2010, 2009 and 2008, there were no significant asset impairments recorded.

Goodwill

Goodwill is tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired
(see Note 8). Goodwill is tested for impairment by comparing the respective fair value with the respective carrying value of the reporting unit. Fair value is determined using the Income
Approach (discounted cash flow approach) valuation methodology. Absent any impairment indicators, we perform our annual impairment tests at the beginning of the fourth quarter of each fiscal year
using opening balance sheet as of the first day of the fourth fiscal quarter, with any resulting impairment recorded in the fourth quarter of the fiscal year.

Intangible Assets

Intangible assets, including acquired existing technology, patents, customer lists, order backlog, trade name, non-compete
agreements, production know-how and in-process research and development are amortized on a straight-line basis over estimated useful lives of one year to fifteen
years.

Warranty Reserves

We provide warranties on certain of our product sales and reserves for estimated warranty costs are recorded during the period of sale.
The determination of such reserves requires us to make estimates of product return rates and expected costs to repair or replace the products under warranty. We currently establish warranty reserves
based on historical warranty costs for each product line. The weighted average warranty period covered is approximately 15 months. If actual return rates and/or repair and replacement costs
differ significantly from our estimates, adjustments to cost of sales may be required in future periods.

83

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Components
of the reserve for warranty costs during fiscal 2010, 2009 and 2008 were as follows (in thousands):

Fiscal2010

2009

2008Beginning balance

$
10,211

$
13,214

$
13,660Additions related to current period sales


20,466


12,573


21,872Warranty costs incurred in the current period


(17,450
)

(15,461
)

(22,287
)Accruals resulting from acquisitions


160





Adjustments to accruals related to prior period sales


112


(115
)

(31
)Ending balance

$
13,499

$
10,211

$
13,214


Revenue Recognition

We recognize revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, the
product has been delivered or the service has been rendered, the price is fixed or determinable and collection is reasonably assured. Revenue from product sales is recorded when all of the foregoing
conditions are met and risk of loss and title passes to the customer. Sales to customers are generally not subject to any price protection or return rights.

The
vast majority of our sales are made to original equipment manufacturers ("OEMs"), distributors, resellers and end-users in the non-scientific market. Sales
made to these customers do not require installation of the products by us and are not subject to other post-delivery obligations, except in occasional instances where we have agreed to
perform installation or provide training. In those instances, we defer revenue related to installation services or training until these services have been rendered. We allocate revenue from multiple
element arrangements to the various elements based upon relative fair values.

Our
sales to distributors, resellers and end-user customers typically do not have customer acceptance provisions and only certain of our sales to OEM customers have customer
acceptance provisions. Customer acceptance is generally limited to performance under our published product specifications. For the few product sales that have customer acceptance provisions because of
higher than published specifications, (1) the products are tested and accepted by the customer at our site or by the customer's acceptance of the results of our testing program prior to
shipment to the customer, or (2) the revenue is deferred until customer acceptance occurs.

Sales
to end-users in the scientific market typically require installation and, thus, involve post-delivery obligations; however, our post-delivery
installation obligations are not essential to the functionality of our products. We defer revenue related to installation services until completion of these services.

For
most products, training is not provided; therefore, no post-delivery training obligation exists. However, when training is provided to our customers, it is typically
priced separately and is recognized as revenue as these services are provided.

We
record taxes collected on revenue-producing activities on a net basis.

84

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development expenses include salaries, contractor and consultant fees, supplies and materials, as well as costs related to
other overhead such as depreciation, facilities, utilities and other departmental expenses. The costs we incur with respect to internally developed technology and engineering services are included in
research and development expenses as incurred as they do not directly relate to any particular licensee, license agreement or license fee.

We
treat third party and government funding of our research and development activity, where we are the primary beneficiary of such work conducted, as a credit to research and development
cost. Amounts offset against research and development costs were not material in any of the periods presented.

Foreign Currency Translation

The functional currencies of our foreign subsidiaries are generally their respective local currencies. Accordingly, gains and losses
from the translation of the financial statements of the foreign subsidiaries are reported as a separate component of accumulated other comprehensive income ("OCI"). Foreign currency transaction gains
and losses are included in earnings.

Derivatives

U.S. GAAP requires that all derivatives, whether designated in hedging relationships or not, be recorded on the balance sheet at
fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If
the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in OCI and are recognized in the income statement when the
hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in other income (expense).

Our
objective of holding derivatives is to minimize the risks of foreign currency fluctuation by using the most effective methods to eliminate or reduce the impact of these exposures.
Principal currencies hedged include the Euro, Japanese Yen, British Pound, Korean Won, Chinese Renminbi and Canadian dollar.

For
foreign currency forward contracts, hedge effectiveness is measured by comparing the cumulative change in the hedge contract with the cumulative change in the hedged item, both of
which are based on forward rates. For foreign currency option contracts, hedge effectiveness is asserted when the critical elements representing the total changes in the option's cash flows continue
to match the related elements of the hedged forecasted transaction. Should discrepancies arise, effectiveness is measured by comparing the change in option value and the change in value of a
hypothetical derivative mirroring the critical elements of the forecasted transaction.

Forwards
not designated as hedging instruments are also used to hedge the impact of the variability in exchange rates on accounts receivable and collections denominated in certain
foreign currencies. Our forward contracts have maturities of two months or less and changes in fair value of these derivatives are recognized in other income (expense).

85

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other
events and circumstances from non-owner sources and is presented in our Consolidated Statements of Stockholders' Equity and in Note 15, "Accumulated Other Comprehensive Income
(Loss)."

Earnings Per Share

Basic earnings per share is computed based on the weighted average number of shares outstanding during the period, excluding unvested
restricted stock. Diluted earnings per share is computed based on the weighted average number of shares outstanding during the period increased by the effect of dilutive employee stock awards,
including stock options, restricted stock awards and stock purchase contracts, using the treasury stock method.

The
following table presents information necessary to calculate basic and diluted earnings (loss) per share (in thousands, except per share data):

Fiscal2010

2009

2008Weighted average shares outstandingbasic (1)


24,718


24,281


27,505Dilutive effect of employee awards


373





549Weighted average shares outstandingdiluted


25,091


24,281


28,054Net income (loss)

$
36,916

$
(35,319
)
$
23,403Net income (loss)basic

$
1.49

$
(1.45
)
$
0.85Net income (loss)diluted

$
1.47

$
(1.45
)
$
0.83


(1)Net
of unvested restricted stock


A
total of 1,221,143, 2,880,395 and 2,265,373 potentially dilutive securities have been excluded from the dilutive share calculation for fiscal 2010, 2009 and 2008,
respectively, as their effect was anti-dilutive.

Stock-Based Compensation

We account for stock-based compensation using the fair value of the awards granted. We estimate the fair value of stock options granted
using the Black-Scholes Merton model. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected
to vest. We amortize the fair value of stock options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. We value restricted
stock units using the intrinsic value method. We amortize the value of restricted stock units on a straight-line basis over the restriction period. See Note 14 "Employee Stock
Option and Benefit Plans" for a description of our stock-based employee compensation plans and the assumptions we use to calculate the fair value of stock-based employee compensation.

Shipping and Handling Costs

We record costs related to shipping and handling of revenue in cost of sales for all periods presented.

86

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising Costs

Advertising costs are expensed as incurred and were $2.6 million, $2.2 million and $2.3 million in fiscal 2010,
fiscal 2009 and fiscal 2008, respectively.

Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision
(benefit) in each of the jurisdictions in which we operate. This process involves us estimating our current income tax provision (benefit) together with assessing temporary differences resulting from
differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets.

We
record a valuation allowance to reduce our deferred tax assets to an amount that more likely than not will be realized. While we have considered future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future
in excess of our net recorded amount, an adjustment to the allowance for the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we
would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the allowance for the deferred tax asset would be charged to income in the period such
determination was made.

Federal
income taxes have not been provided for on a portion of the unremitted earnings of foreign subsidiaries because such earnings are intended to be permanently reinvested. The total
amount of unremitted earnings of foreign subsidiaries for which we have not yet recorded federal income taxes was approximately $129.4 million at fiscal 2010 year-end. In
addition to federal income taxes (which are not practicably determinable), withholding taxes of approximately $5.9 million at fiscal 2010 year-end would be payable upon
repatriation of such earnings which would result in additional foreign tax credits.

Adoption of New Accounting Pronouncements

In December 2007 the Financial Accounting Standards Board ("FASB") revised the authoritative guidance for business combinations. The
revised guidance retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations, however these rules, (including additional
guidance issuance after December 2007), change certain elements of accounting for business combinations such as:



87

---





Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

We adopted this guidance for acquisitions completed after October 4, 2009, the beginning of our fiscal year 2010. The impact of adoption will be largely dependent on the size and
nature of the business combinations completed.

In
February 2008, the FASB issued guidance which delayed the effective date regarding fair value measurements and disclosures of nonfinancial assets and nonfinancial liabilities, except
those that are recognized or disclosed at fair value in the financial statements on a recurring basis. We adopted this
update for fiscal year 2010. The adoption of this standard did not have a material impact on our consolidated financial position, results of operations and cash flows.

In
2008, the FASB issued new requirements regarding the determination of the useful lives of intangible assets and accounting for acquired defensive assets. This guidance amends the
factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible; an entity needs to consider its own historical experience
adjusted for entity specific factors. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension options. Defensive
assets should be assigned useful lives based on the period during which the asset would diminish in value. We adopted this guidance for our fiscal year 2010 and it is being applied prospectively to
intangible assets as we make acquisitions.

In
January 2010, the FASB issued an accounting standard update amending the disclosure requirements for financial instruments under fair value. New disclosures required include the
amount of significant transfers in and out of levels 1 and 2 fair value measurements and the reasons for the transfers. In addition, the reconciliation for level 3 activity will be
required on a gross rather than net basis. The update provides additional guidance related to the level of disaggregation in determining classes of assets and liabilities and disclosures about inputs
and valuation techniques. We adopted this guidance for our fiscal quarter beginning January 3, 2010 and it did not have an impact on our consolidated financial position, results of operations
and cash flows.

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued amendments to the accounting rules for variable interest entities (VIEs) and for transfers of financial
assets. The new guidance eliminates the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires ongoing qualitative reassessments
of whether an enterprise is the primary beneficiary. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a
company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. In addition, qualifying special purpose entities ("QSPE") are no longer
exempt from consolidation under the amended guidance. The amendments also limit the circumstances in which a financial asset, or a portion of a financial asset, should be derecognized when the
transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented, and/or when the transferor has
continuing involvement with the transferred financial asset. These pronouncements are effective for our first quarter of fiscal year 2011. We do not expect them to have a material impact on our
consolidated financial position, results of operations and cash flows.

In
September 2009, the FASB issued a standard which modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements, such as product, software,
services or support, to a customer at different times as part of a single revenue generating transaction. This

88

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

standard
provides principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the
arrangement among those separate deliverables. The standard also expands the disclosure requirements for multiple deliverable revenue arrangements. We will adopt this standard on a prospective basis
for our first quarter of fiscal year 2011 and do not expect it to have a material impact on our consolidated financial position, results of operations and cash flows.

In
July 2010, the FASB issued an accounting standard update defining a milestone and determining what criteria must be met to apply the milestone method of revenue recognition for
research or development transactions. The update provides guidance on the criteria which must be met to determine if the milestone method of revenue recognition is appropriate, whether a milestone is
substantive and the disclosures that must be made if the method is elected. This standard should be applied on a prospective basis for milestones reached in fiscal years, and interim periods within
those years, beginning on or after June 15, 2010. We will adopt this standard on a prospective basis for our first quarter of fiscal year 2011 and do not expect it to have a material impact on
our consolidated financial position, results of operations and cash flows.

3. RESTRUCTURING ACTIVITIES

On April 16, 2008, we announced that we entered into an agreement to sell certain assets of our Auburn Optics ("Auburn") manufacturing operation to Research
Electro-Optics, Inc. ("REO"), a privately held optics manufacturing and technology company. We also entered into a strategic supply agreement with REO. REO is providing optical manufacturing
capabilities for us, including fabrication and coating of optical components. The transition of the optics manufacturing assets from Auburn to REO was completed in fiscal 2009. The transition resulted
in charges primarily for employee
terminations, supplier qualification, moving costs for related equipment, and other exit related costs associated with a plan approved by management.

During
fiscal 2008, we consolidated our German DPSS manufacturing into our Lübeck, Germany site. The transfer was completed in our fourth quarter of fiscal 2008. On
October 13, 2008, we announced the consolidation of the remainder of our Munich facility into our Göttingen site. The transfer was completed in our third quarter of fiscal 2009.
The consolidation and transfers resulted in charges primarily for employee terminations, other exit related costs associated with a plan approved by management and a grant repayment liability.

During
the second quarter of fiscal 2009, we announced our plans to close our facilities in Tampere, Finland and St. Louis, Missouri. The closure of our St. Louis site was
completed in the fourth quarter of fiscal 2009. The closure of our Finland site was scheduled for completion by the end of fiscal 2010, but we delayed the closure due to increased demand for products
manufactured in Finland. We currently anticipate exiting the facility in the third quarter of fiscal 2011. These closure plans have resulted in charges primarily for employee termination and other
exit related costs associated with a plan approved by management.

During
the first quarter of fiscal 2010, we acquired the assets and certain liabilities of StockerYale, Inc's laser module product line in Montreal, Canada and began to transition those
activities to other Coherent facilities in Salem, Massachusetts, Wilsonville, Oregon and Sunnyvale, California. The transfer is scheduled to be completed by the end of March 2011. These closure plans
have resulted in charges

89

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. RESTRUCTURING ACTIVITIES (Continued)

primarily
for employee termination and other exit related costs associated with a plan approved by management.

Restructuring
charges in fiscal 2010 and 2009 are recorded in cost of sales, research and development and selling, general and administrative expenses in our consolidated statements of
operations.

The
following table presents our current liability as accrued on our balance sheets for restructuring charges. The table sets forth an analysis of the components of the restructuring
charges and payments and other deductions made against the accrual for fiscal 2010 and 2009 (in thousands):

Severance
Related

Facilities
Related
Charges

Other
Restructuring
Costs

TotalBalance, September 27, 2008

$
2,581

$
19

$
987

$
3,587Provision


8,302


3,508


3,627


15,437Payments and other


(10,395
)

(3,170
)

(3,807
)

(17,372
)Balance, October 3, 2009


488


357


807


1,652Provision


1,411


3,823


3,134


8,368Payments and other


(987
)

(4,163
)

(2,638
)

(7,788
)Balance, October 2, 2010

$
912

$
17

$
1,303

$
2,232


The
current year severance related costs are primarily comprised of severance pay, outplacement services, medical and other related benefits for employees being terminated due to the
transition of activities out of Tampere, Finland and Montreal, Canada. The remaining severance related restructuring accrual balance of approximately $0.9 million at October 2, 2010 is
expected to result in cash expenditures through the third quarter of fiscal 2011. The current year facilities related charges are primarily related to a loss on the sale of our Finland facility. The
other restructuring costs are primarily for a grant repayment liability and other exit related costs associated with a plan approved by management.

4. BUSINESS COMBINATIONS

Beam Dynamics, Inc.

On April 29, 2010, we acquired Beam Dynamics, Inc. for $5.9 million in cash as allocated below and
$0.3 million in deferred compensation related to an employment contract, which will be recognized in expense as earned. Beam Dynamics manufactures flexible laser cutting tools for the materials
processing market. Beam Dynamics has been included in our Commercial Lasers and Components segment.

90

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. BUSINESS COMBINATIONS (Continued)

Our
preliminary allocation of the purchase price is as follows (in thousands):

Tangible assets

$
1,132Goodwill


3,841Intangible assets:Existing technology


2,130In-process R&D


650Customer lists


360Trade name


140Order backlog


30Non-compete agreements


10Liabilities assumed


(2,371
)Total

$
5,922


The
goodwill recognized from this acquisition resulted primarily from access to anticipated growth in the laser tool market and was included in our Commercial Lasers and Components
("CLC") segment. None of the goodwill from this purchase is deductible for tax purposes.

The
identifiable intangible assets are being amortized over their respective useful lives of one to six years.

In-process
research and development ("IPR&D") consists of three development projects that have not yet reached technological feasibility. Acquired IPR&D assets are initially
recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. The value assigned to IPR&D
was determined by considering the value of the products under development to the overall development plan, estimating the resulting net cash flows from the projects when completed and discounting the
net cash flows to their present value. During the development period, these assets will not be amortized as charges to earnings; instead these assets will be subject to periodic impairment testing.
Upon successful completion of the development process for the acquired IPR&D projects, the assets would then be considered finite-lived intangible assets and amortization of the assets will commence.

We
expensed $0.2 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations for our fiscal year 2010.

Results
of operations for the business have been included in our consolidated financial statements subsequent to the date of acquisition and pro forma results of operations in accordance
with authoritative guidance for prior periods have not been presented because the effect of the acquisition was not material to our prior period consolidated financial results.

As
of October 2, 2010, we had $0.6 million remaining in an escrow account that will be applied towards remaining closing costs for the acquisition and payments to the
shareholders. The amount is included in current restricted cash on our consolidated balance sheet.

StockerYale, Inc.

On October 13, 2009, we acquired all the assets and certain liabilities of StockerYale, Inc. ("StockerYale")'s laser
module product line in Montreal and its specialty fiber product line in Salem,

91

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. BUSINESS COMBINATIONS (Continued)

New
Hampshire for $15.0 million in cash. StockerYale designs, develops and manufactures low power laser modules, light emitting diode (LED) systems and specialty optical fiber products. These
assets and liabilities have been included in our Commercial Lasers and Components segment.

Our
allocation of the purchase price is as follows (in thousands):

Tangible assets

$
9,770Goodwill


2,580Intangible assets:Existing technology


610Production know-how


910Customer lists


3,170Non-compete agreements


60Order backlog


600Liabilities assumed


(2,700
)Total

$
15,000


The
goodwill recognized from this acquisition resulted primarily from anticipated increases in market share and synergies of combining these entities and was included in our CLC segment.
None of the goodwill from this purchase is deductible for tax purposes.

The
identifiable intangible assets are being amortized over their respective useful lives of one to seven years.

We
expensed $0.2 million of acquisition-related costs incurred as selling, general and administrative expenses in our consolidated statements of operations for our fiscal year
2010.

Results
of operations for the acquired product lines have been included in our consolidated financial statements subsequent to the date of acquisition and pro forma results of operations
in accordance with authoritative guidance for prior periods have not been presented because the effect of the acquisition was not material to our prior period consolidated financial results.

5. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

We measure our cash equivalents and marketable securities at fair value. The fair values of our financial assets and liabilities are determined using quoted market prices of identical
assets or quoted market prices of similar assets from active markets. Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving
identical assets. Level 2 valuations are obtained from quoted market prices in active markets involving similar assets. Level 3 valuations would be based on unobservable inputs to a
valuation model and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances; as of
October 2, 2010 and October 3, 2009, we did not have any assets or liabilities valued based on Level 3 valuations.

92

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Continued)

Financial
assets and liabilities measured at fair value as of October 2, 2010 are summarized below (in thousands):

Quoted Prices in
Active Markets
for Identical
Assets

Significant
Other
Observable
Inputs

Total Fair
Value(Level 1)

(Level 2)Money market fund deposits(1)

$
39,677

$


$
39,677Certificates of deposit(1)





90,986


90,986U.S. and international government obligations(2)





92,298


92,298Corporate notes and obligations(3)





15,445


15,445Commercial paper(4)





7,000


7,000Foreign currency contracts(5)





1,401


1,401Mutual fundsDeferred comp and supplemental plan(6)


6,711





6,711


(1)Included
in cash and cash equivalents on the Consolidated Balance Sheet.(2)Includes
$90,299 recorded in cash and cash equivalents and $1,999 recorded in short-term investments on the Consolidated Balance Sheet.(3)Includes
$1,303 recorded in cash and cash equivalents and $14,142 recorded in short-term investments on the Consolidated Balance Sheet.(4)Includes
$5,750 recorded in cash and cash equivalents and $1,250 recorded in short-term investments on the Consolidated Balance Sheet.(5)Includes
$1,636 recorded in prepaid expenses and other assets and $235 recorded in other current liabilities on the Consolidated Balance Sheet (see
Note 7).(6)Includes
$2,340 recorded in prepaid expenses and other assets and $4,371 recorded in other assets on the Consolidated Balance Sheet (see Note 14).


Financial
assets and liabilities measured at fair value as of October 3, 2009 are summarized below (in thousands):

Quoted Prices in
Active Markets
for Identical
Assets

Significant
Other
Observable
Inputs

Total Fair
Value(Level 1)

(Level 2)Money market fund deposits(1)

$
16,481

$


$
16,481Certificates of deposit(2)





143,886


143,886U.S. Treasury and agency obligations(3)





47,770


47,770Corporate notes and obligations(4)





51


51Commercial paper(5)





8,598


8,598Foreign currency contracts(6)





(4
)

(4
)Mutual fundsDeferred comp and supplemental plans(7)


7,067





7,067


(1)Included
in cash and cash equivalents on the Consolidated Balance Sheet.


93

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Continued)

(2)Includes
$141,423 recorded in cash and cash equivalents and $2,463 recorded in short-term investments on the Consolidated Balance Sheet.(3)Includes
$9,599 recorded in cash and cash equivalents and $38,171 recorded in short-term investments on the Consolidated Balance Sheet.(4)Included
in short-term investments on the Consolidated Balance Sheet.(5)Includes
$5,598 recorded in cash and cash equivalents and $3,000 recorded in short-term investments on the Consolidated Balance Sheet.(6)Includes
$217 recorded in prepaid expenses and other assets and $221 recorded in other current liabilities on the Consolidated Balance Sheet (see
Note 7).(7)Includes
$2,196 recorded in prepaid expenses and other assets and $4,871 recorded on other assets on the Consolidated Balance Sheet (see Note 14).


6. SHORT-TERM INVESTMENTS

We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Investments classified as
available-for-sale are reported at fair value with unrealized gains and losses, net of related income taxes, recorded as a separate component of other comprehensive income
("OCI") in stockholders' equity until realized. Interest and amortization of premiums and discounts for debt securities are included in interest income. Gains and losses on securities sold are
determined based on the specific identification method and are included in other income (expense).

Cash,
cash equivalents and short-term investments consist of the following (in thousands):

Fiscal 2010 Year-endCost Basis

Unrealized Gains

Unrealized Losses

Fair ValueCash and cash equivalents

$
246,004

$
1

$


$
246,005Less: restricted cash


(625
)







(625
)$
245,379







$
245,380Short-term investments:Available-for-sale securities:Commercial paper

$
1,250

$


$


$
1,250U.S. Treasury and agency obligations


1,999








1,999Corporate notes and obligations


14,062


82


(2
)

14,142Total short-term investments

$
17,311

$
82

$
(2
)
$
17,391


94

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. SHORT-TERM INVESTMENTS (Continued)



Fiscal 2009 Year-endCost Basis

Unrealized Gains

Unrealized Losses

Fair ValueCash and cash equivalents

$
199,949

$
1

$


$
199,950Short-term investments:Available-for-sale securities:Commercial paper

$
3,000

$


$


$
3,000Certificates of deposit


2,451


12





2,463U.S. Treasury and agency obligations


38,152


19





38,171Corporate notes and obligations


53





(2
)

51Total short-term investments

$
43,656

$
31

$
(2
)
$
43,685


The
amortized cost and estimated fair value of available-for-sale investments in debt securities at fiscal 2010 and 2009 year-ends, classified
as short-term investments on our consolidated balance sheet, were as follows (in thousands):

Fiscal Year-end2010

2009Amortized Cost

Estimated Fair Value

Amortized Cost

Estimated Fair ValueDue in less than 1 year

$
17,307

$
17,387

$
41,151

$
41,170Due in 1 to 5 years











Due in 5 to 10 years











Due beyond 10 years


4


4


54


52Total investments in available-for-sale debt securities

$
17,311

$
17,391

$
41,205

$
41,222


During
fiscal 2010, we received proceeds totaling $28.4 million from the sale of available-for-sale securities and realized gross gains of less than
$0.1 million. During fiscal 2009, we received proceeds totaling $45.7 million from the sale of available-for-sale securities and realized gross losses of less
than $0.1 million.

At
October 2, 2010, $0.6 million of cash was restricted for remaining closing costs for the Beam Dynamics acquisition and payments to former shareholders.

At
October 2, 2010, gross unrealized losses on our investments with unrealized losses that are not deemed to be other-than-temporarily impaired were $2,000
on U.S. Treasury and agency obligations and corporate notes and obligations of $15,811,000.

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. We enter into foreign exchange forwards to minimize the risks of
foreign currency fluctuation of specific assets and liabilities on the balance sheet; these are not designated as hedging instruments.

We
maintain operations in various countries outside of the United States and foreign subsidiaries that manufacture and sell our products in various global markets. The majority of our
sales are

95

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

transacted
in U.S. dollars. However, we do generate revenues in other currencies, primarily the Euro and the Japanese Yen. As a result, our earnings and cash flows are exposed to fluctuations in
foreign
currency exchange rates. We attempt to limit these exposures through financial market instruments. We utilize derivative instruments, primarily forward contracts with maturities of two months or less,
to manage our exposure associated with anticipated cash flows and net asset and liability positions denominated in foreign currencies. Gains and losses on the forward contracts are mitigated by gains
and losses on the underlying instruments. We do not use derivative financial instruments for speculative or trading purposes. If a financial counterparty to any of our hedging arrangements experiences
financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses.

For
derivative instruments that are not designated as hedging instruments, gains and losses are recognized in other income (expense).

The
outstanding notional contract and fair value amounts of hedge contracts, with maximum maturity of 1 month, are as follows (in thousands):

U.S. Notional Contract Value

U.S. Notional Fair ValueOctober 2, 2010

October 3, 2009

October 2, 2010

October 3, 2009Euro currency hedge contractsPurchase

$
25,686

$
22,784

$
27,320

$
22,660Sell











Net

$
25,686

$
22,784

$
27,320

$
22,660Other foreign currency hedge contractsPurchase

$
4,843

$
415

$
4,845

$
424Sell


(9,444
)

(7,778
)

(9,679
)

(7,668
)Net

$
(4,601
)
$
(7,363
)
$
(4,834
)
$
(7,244
)


The
location and amount of non-designated derivative instruments' loss in the Consolidated Statements of Operations for the fiscal year ended October 2, 2010 and
October 3, 2009 is as follows (in thousands):

Amount of Gain or (Loss)
Recognized
in Income on DerivativesLocation of Loss
Recognized in
Income on Derivatives

Fiscal Year Ended
October 2, 2010Derivatives not designated as hedging instrumentsForeign exchange contracts

Other income (expense)

$
203


96

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)



Amount of Gain or (Loss)
Recognized
in Income on DerivativesLocation of Loss
Recognized in
Income on Derivatives

Fiscal Year Ended
October 3, 2009Derivatives not designated as hedging instrumentsForeign exchange contracts

Other income (expense)

$
(541
)


8. GOODWILL AND INTANGIBLE ASSETS

During the first quarter of fiscal 2009, our stock price declined substantially which, combined with expectations of declines in forecasted operating results due to the slowdown in the
global economy, led the Company to conclude that a triggering event for review for potential goodwill impairment had occurred. Accordingly, as of December 27, 2008, we performed an interim
goodwill impairment evaluation. Goodwill is tested for impairment first by comparing each reporting unit's fair value to its respective carrying value. If such comparison indicates a potential
impairment, then the impairment is determined as the difference between the recorded value of goodwill and its fair value. The performance of this test is a two-step process.

Step
1 of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. If the carrying amount of a
reporting unit exceeds the reporting unit's fair value, we perform Step 2 of the goodwill impairment test to determine the
amount of impairment loss. Step 2 of the goodwill impairment test involves comparing the fair value of the affected reporting unit's goodwill against the carrying value of that goodwill.

The
reporting units we evaluated for goodwill impairment were determined to be the same as our operating segments, Commercial Lasers and Components ("CLC") and Specialty Lasers and
Systems ("SLS"). We determined the fair value of our reporting units for the Step 1 test using a weighting of the Income (discounted cash flow), Market and Transaction approach valuation
methodologies. Management completed and reviewed the results of the Step 1 analysis and concluded that a Step 2 analysis was required only for the CLC reporting unit. Our preliminary analysis
indicated that the entire balance of the goodwill in the CLC reporting unit at that date was impaired and we recorded a non-cash goodwill impairment charge of $19.3 million in the
first quarter of fiscal 2009. During the second quarter of fiscal 2009, we completed the Step 2 analysis for the CLC reporting unit as of December 27, 2008 and determined that no further
adjustments for CLC were required. The estimated fair value of our SLS reporting unit exceeded its carrying value so no further impairment analysis was required for this reporting unit.

During
the second quarter of fiscal 2009, our expectations of declines in forecasted operating results due to the slowdown in the global economy and the further declines in our stock
price led us to conclude that a triggering event for review for potential goodwill impairment had occurred. Accordingly, as of April 4, 2009, we performed an interim goodwill impairment
evaluation. This interim impairment evaluation utilized the same valuation techniques used in our impairment valuation in the first quarter of fiscal 2009. Based on the results of our Step 1 analysis,
we determined that no additional goodwill impairment was indicated. During the remainder of fiscal 2009 and the first three quarters of fiscal 2010, we noted no indications of impairment or triggering
events to cause us to review goodwill for potential impairment.

97

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. GOODWILL AND INTANGIBLE ASSETS (Continued)

We performed our annual impairment testing as of the beginning of the fourth quarter using the opening balance sheet as of the first day of the fourth quarter of fiscal 2010. Between the
completion of that testing and the end of the fourth quarter of fiscal 2010, we noted no indications of impairment or triggering events to cause us to review goodwill for potential impairment; based
on our evaluation, the fair values of each of the two operating segments significantly exceeded their carrying value as of that date.

The
changes in the carrying amount of goodwill by segment for fiscal 2010 and 2009 are as follows (in thousands):

Commercial
Lasers and
Components

Specialty
Laser
Systems

TotalBalance as of September 27, 2008

$
23,786

$
63,032

$
86,818Reclassification (see Note 18)


(4,500
)

4,500


Impairment loss


(19,286
)




(19,286
)Translation adjustments and other





(565
)

(565
)Balance as of October 3, 2009





66,967


66,967Additions (see Note 4)


6,421





6,421Translation adjustments and other


(57
)

(2,535
)

(2,592
)Balance as of October 2, 2010

$
6,364

$
64,432

$
70,796


The
components of our amortizable intangible assets are as follows (in thousands):

Fiscal 2010 Year-end

Fiscal 2009 Year-endGross
Carrying
Amount

Accumulated
Amortization

Net

Gross
Carrying
Amount

Accumulated
Amortization

NetExisting technology

$
56,194

$
(43,666
)
$
12,528

$
54,477

$
(39,220
)
$
15,257Patents


9,852


(9,326
)

526


10,440


(8,975
)

1,465Order backlog


5,361


(5,054
)

307


5,015


(5,002
)

13Customer lists


8,808


(4,635
)

4,173


5,421


(3,763
)

1,658Trade name


3,766


(2,666
)

1,100


3,833


(2,488
)

1,345Non-compete agreement


1,616


(1,583
)

33


1,590


(1,590
)

Production know-how


910


(296
)

614








In-process research and development


650





650








Total

$
87,157

$
(67,226
)
$
19,931

$
80,776

$
(61,038
)
$
19,738


The
weighted average remaining amortization period for existing technology, patents, order backlog, customer lists, trade name, non-compete agreements, production
know-how and in-process research and development are approximately 3 years, 1 year, 1 year, 5 years, 3 years, 3 years, 2 years
and 1 year, respectively. Amortization expense for intangible assets during fiscal years 2010, 2009 and

98

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. GOODWILL AND INTANGIBLE ASSETS (Continued)

2008
was $8.0 million, $7.5 million and $8.7 million, respectively. Estimated amortization expense for the next five fiscal years and all years thereafter are as follows (in
thousands):

Estimated
Amortization
Expense2011

$
7,4792012


4,9672013


3,1002014


2,0622015


1,327Thereafter


996Total

$
19,931


9. BALANCE SHEET DETAILS

Prepaid expenses and other assets consist of the following (in thousands):

Fiscal Year-end2010

2009Prepaid and refundable income taxes

$
8,407

$
22,041Prepaid expenses and other


26,595


16,928Total prepaid expenses and other assets

$
35,002

$
38,969


Other
assets consist of the following (in thousands):

Fiscal Year-end2010

2009Assets related to deferred compensation arrangements (see Note 14)

$
21,418

$
21,629Deferred tax assets


53,219


60,819Other assets


4,884


2,889Total other assets

$
79,521

$
85,337


On
June 8, 2010, we invested $2.0 million in SiOnyx, Inc., a privately-held company focused on shallow junction photonics, used to enhance the
performance of light sensing devices used in consumer, industrial, medical and defense related applications using black silicon processing. The investment is included in other assets and is being
carried on a cost basis.

99

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. BALANCE SHEET DETAILS (Continued)

Other
current liabilities consist of the following (in thousands):

Fiscal Year-end2010

2009Accrued payroll and benefits

$
35,716

$
19,967Accrued expenses and other


9,947


9,918Reserve for warranty


13,499


10,211Other taxes payable


10,095


4,361Customer deposits


2,938


2,208Accrued restructuring charges (Note 3)


2,232


1,652Deferred income


13,471


14,424Total other current liabilities

$
87,898

$
62,741


Other
long-term liabilities consist of the following (in thousands):

Fiscal Year-end2010

2009Long-term taxes payable

$
42,902

$
51,483Deferred compensation (see Note 14)


21,927


22,723Deferred tax liabilities


6,231


9,651Deferred income


1,786


2,109Asset retirement obligations liability (see Note 2)


1,409


1,342Other long-term liabilities


5,433


4,377Total other long-term liabilities

$
79,688

$
91,685


10. SHORT-TERM BORROWINGS

We have several lines of credit which allow us to borrow in the applicable local currency. We have a total of $16.1 million of foreign lines of credit as of October 2,
2010. At October 2, 2010, we had used $2.0 million of these available foreign lines of credit which were used in Europe during fiscal 2010 as guarantees. In addition, our domestic line
of credit includes a $40 million unsecured revolving credit account with Union Bank of California. The agreement, as amended, will expire on March 31, 2012 and is subject to covenants
related to financial ratios and tangible net worth with which we are currently in compliance. No amounts have been drawn upon our domestic line of credit as of October 2, 2010.

100

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. LONG-TERM OBLIGATIONS

The components of long-term obligations are as follows (in thousands):

Fiscal Year-end2010

2009Capital leases

$
51

$
15Current portion


(18
)

(9
)Long-term obligations

$
33

$
6


12. COMMITMENTS AND CONTINGENCIES

Commitments

We lease several of our facilities under operating leases.

Future
minimum payments under our non-cancelable operating leases at October 2, 2010 are as follows (in thousands):

Fiscal2011

$
8,2872012


6,5752013


4,5252014


3,7192015


3,577Thereafter


15,481Total

$
42,164


Rent
expense, exclusive of sublease income, was $10.1 million, $11.8 million and $10.5 million in fiscal 2010, 2009 and 2008, respectively. Sublease income was
$0.1 million, $0.1 million and $0.1 million for fiscal years 2010, 2009 and 2008, respectively.

As
of October 2, 2010, we had total purchase commitments for inventory of approximately $37.6 million and purchase obligations for fixed assets and services of
$3.6 million compared to $9.9 million of purchase commitments for inventory and $5.2 million of purchase obligations for fixed assets and services at October 3, 2009.

Contingencies

We are subject to legal claims and litigation arising in the ordinary course of business, such as employment or intellectual property
claims, including, but not limited to, the matters described below. The outcome of any such matters is currently not determinable. Although we do not expect that such legal claims and litigation will
ultimately have a material adverse effect on our consolidated financial position or results of operations, an adverse result in one or more matters could negatively affect our results in the period in
which they occur.

Between
February 15, 2007 and March 2, 2007, three purported shareholder derivative lawsuits were filed in the United States District Court for the Northern District of
California against certain of

101

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. COMMITMENTS AND CONTINGENCIES (Continued)

the
Company's current and former officers and directors. The Company is named as a nominal defendant. The complaints generally allege that the defendants breached their fiduciary duties and violated
the securities laws in connection with the granting of stock options, the accounting treatment for such grants, the issuance of allegedly misleading public statements and stock sales by certain of the
individual defendants. On May 30, 2007, these lawsuits were consolidated under the caption In re Coherent, Inc. Shareholder Derivative Litigation, Lead Case
No. C-07-0955-JF (N.D. Cal.). On June 25, 2007, the plaintiffs filed an amended consolidated complaint. The Company's Board of Directors appointed a
Special Litigation Committee ("SLC") comprised of independent director Sandeep Vij to investigate and evaluate the claims asserted in the derivative litigation and to determine what action(s) should
be taken with respect to the derivative litigation. On September 8, 2009, Coherent, Inc., by and through the SLC, plaintiffs, and certain of Coherent's former and current officers and
directors filed with the court a Stipulation of Settlement reflecting the terms of a settlement that would resolve all claims alleged in the consolidated complaint. On September 14, 2009, the
United States District Court for the Northern District of California issued an order granting preliminary approval of the settlement of the three purported shareholder derivative lawsuits. On
November 20, 2009, the court held a hearing for final approval of the settlement, and on November 24, 2009, the court entered an Order and Final Judgment, which approved the settlement
and dismissed the action with prejudice. Following receipt of insurance proceeds and the payment of the plaintiff attorneys' fees and expenses, we received a net cash benefit of $2.2 million
from the settlement on December 11, 2009, which was recorded in selling general and administrative expenses in the Consolidated Statement of Operations for the first quarter of fiscal 2010.

13. STOCKHOLDERS' EQUITY

On April 29, 2010, we announced that the Board of Directors had authorized the repurchase of up to $50 million of our common stock. During fiscal 2010, we repurchased and
retired 1,195,829 shares of outstanding common stock at an average price of $36.21 per share for a total of $43.3 million, excluding expenses. Such repurchases were accounted for as a reduction
in additional paid in capital. At October 2, 2010, $6.7 million remains authorized for repurchase under our current stock repurchase program. The timing and size of any purchases will be
subject to market conditions. The program is authorized for 12 months.

On
February 12, 2008, we announced that the Board of Directors had authorized the repurchase of up to $225 million of our common stock through a modified "Dutch Auction"
tender offer and an additional $25 million of our common stock, following the completion or termination of the tender offer, under our stock repurchase program, terminating no later than
February 11, 2009. On March 17, 2008, we completed our tender offer, repurchased and retired 7,972,313 shares of outstanding common stock at a price of $28.50 per share for a total of
$228.2 million, including expenses. Such repurchases were accounted for as a reduction in additional paid in capital. There were no other repurchases during fiscal 2009 or fiscal 2008 and the
program has expired.

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS

Deferred Compensation Plans

Under our deferred compensation plans ("plans"), eligible employees are permitted to make compensation deferrals up to established
limits set under the plans and accrue income on these

102

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

deferrals
based on reference to changes in a limited number of investment options. While not required by the plan, the Company chooses to invest in insurance contracts and mutual funds in order to
approximate the changes in the liability to the employees. These investments and the liability to the employees were as follows (in thousands):

Fiscal Year-end2010

2009Cash surrender value of life insurance contracts

$
17,047

$
16,758Fair value of mutual funds


6,711


7,067Total assets

$
23,758

$
23,825Total assets, included in:Prepaid expenses and other assets

$
2,340

$
2,196Other assets


21,418


21,629Total assets

$
23,758

$
23,825




Fiscal Year-end2010

2009Total deferred compensation liability, included in:Other current liabilities

$
2,340

$
2,196Other long-term liabilities


21,927


22,723Total deferred compensation liability

$
24,267

$
24,919


Life
insurance premiums loads, policy fees and cost of insurance that are paid from the asset investments and gains and losses from the asset investments for these plans are recorded as
components of other income or expense; such amounts were a net gain of $0.7 million in fiscal year 2010, a net loss of $4.3 million in fiscal year 2009 and a net loss of
$1.1 million in fiscal year 2008.
Changes in the obligation to plan participants are recorded as a component of operating expenses and cost of sales; such amounts were an expense of $1.6 million in fiscal year 2010, a benefit
of $3.6 million in fiscal year 2009 and a benefit of $1.4 million in fiscal year 2008. Liabilities associated with participant balances under our deferred compensation plans are affected
by individual contributions and distributions made, as well as gains and losses on the participant's investment allocation election.

Coherent Employee Retirement and Investment Plan

Under the Coherent Employee Retirement and Investment Plan, we match employee contributions to the plan up to a maximum of 4% of the
employee's individual earnings. Employees become eligible for participation on their first day of employment and for Company matching contributions after completing one year of service. The Company
matching contribution percentage was decreased from 6% to 4% during fiscal 2009. Our contributions (net of forfeitures) during fiscal 2010, 2009, and 2008 were $2.6 million, $3.4 million
and $4.8 million, respectively.

103

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan ("ESPP") whereby eligible employees may authorize payroll deductions of up to 10% of their
regular base salary to purchase shares at the lower of 85% of the fair market value of the common stock on the date of commencement of the offering or on the last day of the six-month
offering period. During fiscal 2010, 2009 and 2008, a total of 229,172 shares, 224,226 shares and zero shares, respectively, were purchased by and distributed to employees at an average price of
$18.50, $19.83 and zero per share, respectively. At fiscal 2010 year-end, we had 371,138 shares of our common stock reserved for future issuance under the plan.

In
the second quarter of fiscal 2007, the ESPP was suspended and employee contributions made to the ESPP were returned while a voluntary review of our historical stock option practices
was conducted. The ESPP was reopened on March 2, 2008 with an 8 month offering period ending October 31, 2008 and employees began making contributions during the second quarter of
fiscal 2008.

Stock Option Plans

We have two Stock Option Plans for which employees and service providers are eligible participants and a non-employee
Directors' Stock Option Plan for which only non-employee directors are eligible participants. The Directors' Stock Option Plan is designed to work automatically without administration,
however to the extent administration is necessary, it will be performed by the Board of Directors (or an independent committee thereof). Under these plans, Coherent may grant options to purchase up to
an aggregate of 5,500,000, 6,300,000 and 689,000 shares of common stock, respectively, of which zero, 2,388,066 and 132,000, respectively, remain available for grant at fiscal
2010 year-end. Employee options are generally exercisable between two and four years from the grant date at a price equal to the fair market value of the common stock on the date of
the grant and generally vest 25% to 50% annually. The Company settles stock option exercises with newly issued shares of common stock. Grants under employee plans generally expire six years from the
original grant date. Director options are automatically granted to our non-employee directors. Such directors initially receive a stock option for 24,000 shares exercisable over a
three-year period and an award of restricted stock units of 2,000 shares. Currently, the non-employee directors receive an annual stock option grant of 6,000 shares exercisable
as to 50% of the shares on the day prior to each of the next two annual stockholder meetings. Grants under director plans expire ten years from the original grant date. In addition, currently each
non-employee director receives an annual grant of 2,000 shares of restricted stock units that vest on the day prior to the annual stockholder meeting held in the third calendar year
following the date of grant. Beginning with our next annual meeting of stockholders in 2011, the annual grant for non-employee directors will be 3,500 shares of restricted stock units that
will vest on February 15 of the calendar year following the grant.

In
the second quarter of fiscal 2007, the Company stopped granting stock options while a voluntary review of our historical stock option practices was conducted. The Company resumed
granting stock options in the first quarter of fiscal 2008.

In
April 2008, we initiated a tender offer for non-executive officer employees related to certain discount options discovered during our voluntary review of our historical
stock option practices. Discount options are options with an exercise price that is less than the fair market value of the shares underlying the option at the time of grant. The discounted options
included in this offer were certain options which vested after December 31, 2004. During the tender offer period, employees had the

104

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

ability
to amend the exercise price per share for eligible options to the fair market value of the underlying option as of the measurement date of that option, and receive a cash payment for the
difference between the discounted share price and the amended share price. This amendment was designed to allow holders of discount options to avoid certain adverse tax consequences associated with
discount options. The offer expired on May 9, 2008. The incremental stock compensation expense resulting from the offer was $0.4 million which was recognized immediately as all eligible
options were
fully vested. During fiscal 2010, 2009 and 2008, we also recorded expense of $0.2 million, $0.5 million and $2.5 million, respectively, for tax payments to be made to United
States and United Kingdom tax authorities on behalf of employees in connection with these amended shares.

Fair Value of Stock Compensation

We recognize compensation expense for all share-based payment awards based on the fair value of such awards. The expense is recognized
on a straight-line basis over the respective requisite service period of the awards.

Determining Fair Value

Valuation and amortization methodWe estimate the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a
single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected TermThe expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on
historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by
changes to the terms of its stock-based awards.

Expected VolatilityOur process for computing expected volatility considers both historical volatility and market-based implied volatility; however
our estimate of expected forfeitures is based on historical employee data and could differ from actual forfeitures.

Risk-Free Interest RateThe risk-free interest rate used in the Black-Scholes-Merton valuation method is based on the implied
yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term.

Expected DividendThe expected dividend assumption is based on our current expectations about our anticipated dividend policy.

105

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

The
fair values of the Company's stock options granted to employees and shares purchased under the stock purchase plan for fiscal 2010, 2009 and 2008 were estimated using the following
weighted-average assumptions:

Employee Stock
Option Plans

Employee Stock
Purchase PlansFiscal

Fiscal2010

2009

2008

2010

2009

2008Expected life in years


4.6


4.2


3.5


0.5


0.5


0.7Expected volatility


33.0
%

48.0
%

29.5
%

33.5
%

50.7
%

31.9
%Risk-free interest rate


2.0
%

2.0
%

3.9
%

0.2
%

0.8
%

1.8
%Expected dividends


none


none


none


none


none


noneWeighted average fair value per share

$
8.27

$
8.95

$
8.78

$
7.27

$
6.50

$
7.31


Stock Compensation Expense

The following table shows total stock-based compensation expense included in the Consolidated Statements of Operations for fiscal 2010,
2009 and 2008 (in thousands):

Fiscal 2010

Fiscal 2009

Fiscal 2008Cost of sales

$
949

$
753

$
1,893Research and development


1,174


933


1,970Selling, general and administrative


6,333


5,199


9,062Income tax benefit


(1,610
)

(1,084
)

(3,919
)$
6,846

$
5,801

$
9,006


Total
stock-based compensation cost capitalized as part of inventory during fiscal 2010 was $0.9 million. $0.9 million was amortized into income during fiscal 2010, which
includes amounts capitalized in fiscal 2010 and amounts carried over from fiscal 2009. Total stock-based compensation cost capitalized as part of inventory during fiscal 2009 was $0.8 million.
$0.9 million was amortized into income during fiscal 2009, which includes amounts capitalized in fiscal 2009 and amounts carried over from fiscal 2008. Management has made an estimate of
expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest.

At
fiscal 2010 year-end, the total compensation cost related to unvested stock-based awards granted to employees under the Company's stock option and award plans but
not yet recognized was approximately $10.1 million, net of estimated forfeitures of $1.4 million. This cost will be amortized on a straight-line basis over a weighted-average
period of approximately 1.3 years and will be adjusted for subsequent changes in estimated forfeitures.

At
fiscal 2010 year-end, the total compensation cost related to options to purchase common shares under the ESPP but not yet recognized was approximately
$0.1 million. This cost will be amortized on a straight-line basis over a weighted-average period of approximately one month.

The
stock option exercise tax benefits reported in the statement of cash flows results from the excess tax benefits arising from tax deductions in excess of the stock-based compensation
cost recognized, determined on a grant-by-grant basis. During fiscal 2010 and fiscal 2009, we recorded

106

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

approximately
$0.9 million and $0.0 million, respectively, of excess tax benefits as cash flows from financing activities.

During
fiscal 2008, our Board of Directors approved an extension of the exercise period to August 25, 2009 for 397,500 fully vested stock options previously granted by the Company
to employees. As a result, we recorded approximately $0.5 million in compensation expense related to the stock option modification during fiscal 2008. There were no extensions granted during
fiscal 2010 or 2009.

During
fiscal 2010 and fiscal 2008, we recorded cash-based compensation expense of $0.3 million and $0.6 million, respectively for cash payments to employees
for options that were not able to be exercised due to the internal stock option investigation. In addition, we recorded compensation expense of $0.5 million and $1.6 million,
respectively, in fiscal 2009 and fiscal 2008 for tax payments to be made to United States and United Kingdom tax authorities on behalf of employees in connection with discounted options previously
exercised, for the adverse tax consequences associated with these discount options. We also recorded $0.4 million in fiscal 2008 for tax payments to be made to United States tax authorities on
behalf of employees in connection with shares amended to allow the holders of unexercised discount options to avoid certain adverse tax consequences associated with those discount options.

107

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

Stock Options & Awards Activity

The following is a summary of option activity for our Stock Option Plans for fiscal 2010, 2009 and 2008 (in thousands, except per share
amounts and remaining contractual term in years):

Number of
Shares

Weighted
Average
Exercise Price
Per Share

Weighted
Average
Remaining
Contractual
Term in Years

Aggregate
Intrinsic
ValueOutstanding at September 29, 2007


3,196

$
29.00Granted


851


32.50Exercised


(643
)

25.67Forfeitures


(75
)

32.99Expirations


(449
)

31.36Outstanding at September 27, 2008


2,880

$
30.31


3.0

$
13,496Vested and expected to vest at September 27, 2008


2,873

$
30.31


3.0

$
13,475Exercisable at September 27, 2008


2,442

$
29.99


2.6

$
12,218Outstanding at September 28, 2008


2,880

$
30.31Granted


499


22.30Exercised


(9
)

25.37Forfeitures


(26
)

25.94Expirations


(850
)

28.34Outstanding at October 3, 2009


2,494

$
29.44


3.4

$
562Vested and expected to vest at October 3, 2009


2,458

$
29.54


3.4

$
547Exercisable at October 3, 2009


1,968

$
31.23


2.7

$
147Outstanding at October 3, 2009


2,494

$
29.44Granted


476


26.59Exercised


(1,004
)

29.09Forfeitures


(38
)

24.66Expirations


(35
)

31.95Outstanding at October 2, 2010


1,893

$
28.96


4.0

$
21,279Vested and expected to vest at October 2, 2010


1,862

$
29.02


4.0

$
20,820Exercisable at October 2, 2010


1,118

$
31.69


2.8

$
9,520


The
aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the quoted price of our common stock for
in-the-money options. During fiscal 2010, 2009 and 2008, the aggregate intrinsic value of options exercised under the Company's stock option plans were $6.0 million,
$0.1 million and $6.0 million, respectively, determined as of the date of option exercise.

108

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

Under
our 2001 Stock Plan, employees and non-employee directors are eligible for grants of restricted stock awards and/or restricted stock units. Restricted stock awards and
restricted stock units are independent of option grants and are typically subject to vesting restrictionseither time-based or performance-based conditions for vesting. Until
restricted stock vests, shares (including those issuable upon vesting of the applicable restricted stock unit) are subject to forfeiture if employment terminates prior to the release of restrictions
and cannot be transferred.



The
Company granted Performance RSUs during the second quarter of fiscal 2008 which have a single vesting measurement date of November 14, 2010. These RSUs vest as to anywhere
between 0% and 300% of the targeted amount based upon achievement by the Company of (a) an annual revenue threshold amount and (b) adjusted EBITDA percentage targets. The Company has
determined that the performance target has not been met and these awards were cancelled in fiscal 2011 with no shares vesting. For the purposes of calculating potentially dilutive shares, performance
RSUs have not been included.

The
cost of the restricted stock awards and units, determined to be the fair market value of the shares at the date of grant, is expensed ratably over the period the restrictions lapse.
We had 480,931 units of restricted stock outstanding at fiscal 2010 year-end and 356,528 shares and units of restricted stock outstanding at fiscal 2009 year-end.

109

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

The
following table summarizes our restricted stock award and restricted stock unit activity for fiscal 2010, 2009 and 2008 (in thousands, except per share amounts):

Number of
Shares(2)

Weighted
Average
Grant Date
Fair ValueNonvested stock at September 29, 2007


261

$
33.02Granted


262


28.72Vested(1)


(79
)

33.35Forfeited


(103
)

32.80Nonvested stock at September 27, 2008


341

$
29.70Granted


178


22.38Vested(1)


(112
)

30.72Forfeited


(50
)

30.22Nonvested stock at October 3, 2009


357

$
25.66Granted


245


26.73Vested(1)


(104
)

25.87Forfeited


(17
)

23.87Nonvested stock at October 2, 2010


481

$
26.22


(1)Service-based
restricted stock vested during each fiscal year(2)Performance-based
awards and units included at 100% of target goal.


At
fiscal 2010 year-end, 2,520,066 options were available for future grant under all plans. At fiscal 2010 year-end, all outstanding stock options
have been issued under plans approved by our shareholders.

110

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. EMPLOYEE STOCK OPTION AND BENEFIT PLANS (Continued)

The
following table summarizes information about stock options outstanding at fiscal 2010 year-end:

Options Outstanding

Options ExercisableRange of Exercise Prices

Number of
Shares

Weighted
Average
Exercise
Price per
Share

Weighted
Average
Remaining
Contractual
Life (Years)

Number of
Shares

Weighted
Average
Exercise
Price per
Share$15.21 - $22.98


58,867

$
18.21


7.61


18,800

$
17.85$23.16 - $23.16


353,684


23.16


4.13


92,248


23.16$26.16 - $26.16


433,550


26.16


6.13


1,125


26.16$26.41 - $32.10


247,100


30.37


3.68


209,100


30.22$32.23 - $32.23


3,000


32.23


2.08


3,000


32.23$32.95 - $32.95


580,000


32.95


2.99


580,000


32.95$33.18 - $35.01


132,430


34.28


2.05


132,430


34.28$35.03 - $35.03


78,560


35.03


0.68


78,560


35.03$35.36 - $35.36


3,000


35.36


6.67





$37.91 - $37.91


3,000


37.91


1.60


3,000


37.91$15.21 - $37.91


1,893,191

$
28.96


4.00


1,118,263

$
31.69


There
were 1,967,520 and 2,442,162 options exercisable as of fiscal 2009 and 2008 year-ends with weighted average exercise prices of $31.23 per share and $29.99 per
share, respectively.

15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in accumulated other comprehensive income (loss) related to derivatives, net of tax, held by us is as follows (in thousands):

Balance, September 27, 2008

$
(93
)Changes in fair value of derivatives


Net losses reclassified from OCI


8Balance, October 3, 2009


(85
)Changes in fair value of derivatives


Net losses reclassified from OCI


85Balance, October 2,2010

$



Accumulated
other comprehensive income (net of tax) at fiscal 2010 year-end is comprised of accumulated translation adjustments of $62.1 million. Accumulated
other comprehensive income (net of tax) at fiscal 2009 year-end is comprised of accumulated translation adjustments of $80.3 million and net loss on derivative instruments of
$0.1 million.

111

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. OTHER INCOME (EXPENSE), NET

Other income (expense) includes other-net which is comprised of the following (in thousands):

Fiscal2010

2009

2008Foreign exchange gain (loss)

$
(1,417
)
$
(1,101
)
$
1,965Japan consumption tax benefit(1)





2,497


3,330Gain (loss) on deferred compensation investments, net (Note 14)


756


(4,305
)

(99
)Othernet


145


(46
)

(1,225
)Other income (expense), net

$
(516
)
$
(2,955
)
$
3,971


(1)The
Japanese consumption tax (JCT) benefit is due to a two-year exemption, ending in September 2009, from the JCT registration and filing
requirements.


17. INCOME TAXES

The provision for (benefit from) income taxes on income (loss) before income taxes consists of the following (in thousands):

Fiscal2010

2009

2008Currently payable:Federal

$
(7,776
)
$
735

$
5,956State


(551
)

103


316Foreign


17,967


10,154


10,9599,640


10,992


17,231Deferred:Federal


10,897


(10,126
)

(7,069
)State


1,418


(537
)

1,195Foreign


(892
)

(865
)

2,52711,423


(11,528
)

(3,347
)Provision for (benefit from) income taxes

$
21,063

$
(536
)
$
13,884


The
components of income (loss) before income taxes consist of (in thousands):

Fiscal2010

2009

2008United States

$
9,004

$
(56,043
)
$
(6,222
)Foreign


48,975


20,188


43,509Income (loss) before income taxes

$
57,979

$
(35,855
)
$
37,287


112

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. INCOME TAXES (Continued)

The reconciliation of the income tax expense (benefit) at the U.S. Federal statutory rate (35% in fiscal years 2010, 2009 and 2008) to actual income tax expense (benefit) is as follows
(in thousands):

Fiscal2010

2009

2008Federal statutory tax expense (benefit)

$
20,293

$
(12,549
)
$
13,051Valuation allowance


569


6,756


218Foreign taxes at rates less than U.S. rates, net


(2,017
)

(403
)

(186
)Stock-based compensation


1,313


1,875


1,264State income taxes, net of federal income tax benefit


1,104


(1,376
)

471Research and development credit


(824
)

(2,525
)

(1,153
)Impairment of goodwill





6,750


Deferred compensation


(210
)

944


187Other


835


(8
)

32Provision for (benefit from) income taxes

$
21,063

$
(536
)
$
13,884Effective tax rate


36.3
%

1.5
%

37.2
%


The
significant components of deferred tax assets and liabilities were (in thousands):

Fiscal year-end2010

2009Deferred tax assets:Reserves and accruals not currently deductible

$
27,229

$
23,954Operating loss carryforwards and tax credits


61,033


61,691Capital loss carryforwards


408


54Other prepaids





6,336Deferred service revenue


2,095


2,233Depreciation and amortization


2,778


2,600Inventory capitalization


910


4,870Stock-based compensation


7,369


9,124Competent authority offset to transfer pricing tax reserves


16,610


19,762Other


(1,107
)

61117,325


130,685Valuation allowance


(7,377
)

(6,807
)109,948


123,878Deferred tax liabilities:Gain on issuance of stock by subsidiary


22,660


22,660Depreciation and amortization


6,755


7,842Accumulated translation adjustment


4,221


5,308Other


11,274


9,96044,910


45,770Net deferred tax assets

$
65,038

$
78,108


113

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. INCOME TAXES (Continued)

In
determining our fiscal 2010, 2009 and 2008 tax provisions under ASC Subtopic 740, "Income Taxes", we calculated the deferred tax assets and liabilities for each separate tax
entity. We then considered a number of factors including the positive and negative evidence regarding the realization of our deferred tax assets to determine whether a valuation allowance should be
recognized with respect to our deferred tax assets. We determined that a valuation allowance was appropriate for a portion of the deferred tax assets of our California R&D tax credits, foreign net
operating losses and capital loss carryforwards at fiscal 2010, 2009 and 2008 year-ends.

During
fiscal 2010, we increased our valuation allowance on deferred tax assets by $0.6 million to $7.4 million, primarily due to capital losses, the reduced ability to
utilize California R&D tax credits as a result of the current apportionment factor and the reduced ability to utilize foreign net operating losses.

The
net deferred tax asset is classified on the consolidated balance sheets as follows (in thousands):

Fiscal year-end2010

2009Current deferred income tax assets

$
20,050

$
28,164Current deferred income tax liabilities


(2,000
)

(1,224
)Non-current deferred income tax assets


53,219


60,819Non-current deferred income tax liabilities


(6,231
)

(9,651
)Net deferred tax assets

$
65,038

$
78,108


We
have various tax attribute carryforwards which include the following:



Included
in the net deferred tax asset balance is $4.2 million of deferred tax liabilities related to the accumulated translation adjustment. The associated tax expenses are
recorded as a part of other comprehensive income.

The
Internal Revenue Service ("IRS") has reviewed and accepted the examination report for the audits of our 2003 and 2004 U.S. federal income tax returns and this matter is now closed.
We had previously agreed to various adjustments proposed by the IRS in its Notices of Proposed Adjustments ("NOPAs") to these returns and there were no additional adjustments prior to the IRS
concluding the audits and accepting the examination report. The IRS has indicated that it may consider an audit of our 2005 and 2006 tax returns. The IRS is also auditing the research and development
credits generated in the years 1999 through 2001 and carried forward to future tax years. We received a NOPA

114

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. INCOME TAXES (Continued)

from
the IRS in October 2008 to decrease the amount of research and development credits generated in years 2000 and 2001. We responded to this NOPA and we are disputing the adjustment with the IRS
through the appeals process available to us and we have an opening conference scheduled in December 2010. We believe that we have provided adequate reserves for any adjustments related to these
credits that may be determined under the IRS appeals process and therefore we do not anticipate any material impact to our financial statements.

In
the third quarter of fiscal 2010, the German tax authorities had concluded the audit of our subsidiary in Göttingen for the tax years 1999 through 2001. As a result of
the audit settlement, there was a release of income tax reserves under ASC 740, "Income Taxes," (formerly FIN 48) net of the tax audit assessment and the amount was not material. After
fiscal 2010 year-end, the German tax authorities also concluded and issued an assessment for the audit of this subsidiary for the tax years 2002 through 2005. Since the written tax
audit assessment was received after fiscal 2010 year end, there was no adjustment to the ASC 740 net tax reserves in fiscal year 2010. The reserve will be released in fiscal year 2011
and the impact of the net tax expense is not material.

As
of October 2, 2010, the total amount of gross unrecognized tax benefits was $50.1 million, of which $27.9 million, if recognized, would affect our effective tax
rate. As of October 3, 2009, we recorded gross unrecognized tax benefits of $58.1 million of which $32.5 million, if recognized, would affect our effective tax rate. Our total
gross unrecognized tax benefit was classified as long-term taxes payable in the consolidated balance sheets. We include interest and penalties related to unrecognized tax benefits within
the provision for income taxes. As of October 2, 2010, the total amount of gross interest and penalties accrued was $6.9 million, which is classified as long-term taxes
payable in the consolidated balance sheets. As of October 3, 2009, we had accrued $7.7 million for the gross interest and penalties relating to the gross unrecognized tax benefits.

Management
believes that it has adequately provided for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty.
Should any issues addressed in our tax audits be resolved in a manner not consistent with management's expectations, we could be required to adjust our provision for income tax in the period such
resolution occurs. Although timing of the resolution and/or closure of audits is highly uncertain, we do not believe it is reasonably possible that our unrecognized tax benefits would materially
change in the next twelve months. We expect to settle the German tax audit previously mentioned within the next twelve months and we anticipate a reduction of $1.9 million in our unrecognized
tax benefits with no material impact on our effective tax rate.

115

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. INCOME TAXES (Continued)

A
reconciliation of the change in gross unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):

Fiscal year-end2010

2009

2008Balance as of the beginning of the year

$
50,370

$
45,211

$
40,116Tax positions related to current year:Additions


646


1,610


1,349Reductions








Tax positions related to prior year:Additions





3,549


4,214Reductions


(6,607
)




(468
)Settlements


(874
)




Lapses in statutes of limitations


(281
)




Balance as of end of year

$
43,254

$
50,370

$
45,211


As
noted in our table above, we had a reduction of $6.6 million in our gross uncertain tax positions during fiscal 2010. We recorded a comparable reduction in deferred tax assets,
primarily relating to competent authority for these types of items and as a result, this reduction did not have an impact on our effective tax rate for fiscal 2010.

A
summary of the fiscal tax years that remain subject to examination, as of October 2, 2010, for our major tax jurisdictions is:

United StatesFederal

1999forwardUnited StatesVarious States

2001forwardNetherlands

2005forwardGermany

2002forwardJapan

2004forwardUnited Kingdom

2008forward


The
"Worker, Homeownership and Business Assistance Act of 2009" was enacted on November 6, 2009. Under the Act, businesses with net operating losses for tax years 2008 and 2009
may carry back those losses for up to five years. We elected to carry back the net operating loss generated in the tax year ended October 3, 2009 to the tax year ended September 30, 2006
and we received a refund of $2.7 million.

In
September 2008, the state of California approved its budget which limited our ability to utilize available state net operating losses and tax credits. Under this tax law, the
utilization of net operating losses was suspended for tax years 2008 and 2009 and the expiration date of net operating loss carryforwards was extended for a two-year period. Additionally,
for tax years 2008 and 2009, taxpayers may only utilize available tax credits to reduce 50% of their current tax liability. The new law does not affect the amount of net operating loss or tax credit
carryforwards that we expect to ultimately use to offset future California taxes. However, it did limit the amount of net operating losses and tax credits that we were able to utilize to reduce our
taxes payable for fiscal year 2010. This amount is not considered material.

116

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. INCOME TAXES (Continued)

On
October 8, 2010, the state of California approved its 2010-2011 budget that includes modifications to tax law provisions that were previously set to become
effective with tax years beginning
on or after January 1, 2011. We are assessing the effects of the change in the tax law and will recognize any impacts in fiscal year 2011.

18. SEGMENT AND GEOGRAPHIC INFORMATION

We are organized into two reportable operating segments: Commercial Lasers and Components ("CLC") and Specialty Lasers and Systems ("SLS"). This segmentation reflects the
go-to-market strategies for various products and markets. While both segments work to deliver cost-effective solutions, CLC focuses on higher volume products that
are offered in set configurations. The product architectures are designed for easy exchange at the point of use such that product service and repairs are based upon advanced replacement and depot
(i.e., factory) repair. CLC's primary markets include OEM components and instrumentation and materials processing. SLS develops and manufacturers configurable, advanced-performance products
largely serving the microelectronics and scientific research markets. The size and complexity of many of our SLS products require service to be performed at the customer site by factory-trained field
service engineers.

We
have identified CLC and SLS as operating segments for which discrete financial information was available. Both units have engineering, marketing, product business management and
product line management. A small portion of our outside revenue is attributable to projects and recently developed products for which a segment has not yet been determined. The associated direct and
indirect costs are presented in the category of Corporate and other, along with other corporate costs as described below.

Our
Chief Executive Officer has been identified as the chief operating decision maker (CODM) as he assesses the performance of the segments and decides how to allocate resources to the
segments. Income (loss) from operations is the measure of profit and loss that our CODM uses to assess performance and make decisions. As assets are not a measure used to assess the performance of the
company by the CODM, asset information is not tracked or compiled by segment and is not available to be reported in our disclosures. Income (loss) from operations represents the sales less the cost of
sales and direct operating expenses incurred within the operating segments as well as allocated expenses such as shared sales and manufacturing costs. We do not allocate to our operating segments
certain operating expenses, which we manage separately at the corporate level. These unallocated costs
include stock-based compensation, corporate functions (certain research and development, management, finance, legal and human resources) and are included in the results below under Corporate and other
in the reconciliation of operating results. Management does not consider unallocated Corporate and other costs in its measurement of segment performance.

117

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. SEGMENT AND GEOGRAPHIC INFORMATION (Continued)

The
following table provides sales and income (loss) from operations for our operating segments (in thousands):

Fiscal2010

2009

2008Net sales:Commercial Lasers and Components

$
208,691

$
125,619

$
198,748Specialty Laser Systems


396,276


310,163


400,414Corporate and other


100


100


100Total net sales

$
605,067

$
435,882

$
599,262Income (loss) from operations:Commercial Lasers and Components

$
2,472

$
(45,240
)
$
6,620Specialty Laser Systems


85,002


31,751


58,948Corporate and other


(30,594
)

(21,668
)

(42,976
)Total income (loss) from operations

$
56,880

$
(35,157
)
$
22,592


The
following table provides a reconciliation of our total income (loss) from operations to net income (loss) (in thousands):

FiscalReconciliation of Income (Loss) From Operations to Net Income (Loss)

2010

2009

2008Total income (loss) from operations

$
56,880

$
(35,157
)
$
22,592Total other income (expense), net


1,099


(698
)

14,695Income (loss) before income taxes


57,979


(35,855
)

37,287Provision for (benefit from) income taxes


21,063


(536
)

13,884Net Income (loss)

$
36,916

$
(35,319
)
$
23,403


Geographic Information

Our foreign operations consist primarily of manufacturing facilities in Europe and sales offices in Europe and
Asia-Pacific. Sales, marketing and customer service activities are conducted through sales subsidiaries throughout the world. Geographic sales information for fiscal 2010, 2009 and 2008 is
based on the location of the end customer. Geographic long-lived asset information presented below is based on the physical location of the assets at the end of each year.

118

---



Table of Contents

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. SEGMENT AND GEOGRAPHIC INFORMATION (Continued)

Sales
to unaffiliated customers are as follows (in thousands):

FiscalSALES

2010

2009

2008United States

$
196,633

$
148,982

$
194,349Foreign countries:Japan


103,009


79,709


128,056Germany


88,518


72,732


106,642Europe, other


52,066


48,575


62,623Asia-Pacific, other


116,519


60,806


66,905Rest of World


48,322


25,078


40,687Total foreign countries sales


408,434


286,900


404,913Total sales

$
605,067

$
435,882

$
599,262


Long-lived
assets, which include all non-current assets other than goodwill, intangibles and deferred taxes, by geographic region, are as follows (in thousands):

Fiscal Year-endLONG-LIVED ASSETS

2010

2009United States

$
82,776

$
82,862Foreign countries:Germany


26,561


28,486Europe, other


2,795


9,599Asia-Pacific


2,506


2,359Total foreign countries long-lived assets


31,862


40,444Total long-lived assets

$
114,638

$
123,306


For
fiscal 2010, 2009 and 2008, no one customer accounted for 10% or more of total net sales.

19. SUBSEQUENT EVENTS

On November 4, 2010, we announced that we entered into a definitive agreement to acquire the business assets of privately-held Hypertronics for approximately
$15 million in an all cash transaction. The transaction is subject to a number of closing conditions and is expected to close during our second fiscal quarter of 2011.

119

---





Table of Contents

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summarized quarterly financial data for the years ended October 2, 2010 and October 3, 2009 are as follows (in thousands,
except per share amounts):

First
Quarter

Second
Quarter

Third
Quarter

Fourth
QuarterFiscal 2010:Net sales

$
122,815

$
149,157

$
166,697

$
166,398Gross profit


51,032


65,613


74,347


69,819Net income


4,179
(1)

8,480
(2)

14,404
(3)

9,853
(4)Net income per basic share

$
0.17

$
0.34

$
0.58

$
0.40Net income per diluted share

$
0.17

$
0.34

$
0.57

$
0.39Fiscal 2009:Net sales

$
124,388

$
105,422

$
98,479

$
107,593Gross profit


50,389


39,607


33,614


37,500Net loss


(14,679
)(5)

(9,130
)(6)

(7,015
)(7)

(4,495
)(8)Net loss per basic share

$
(0.61
)
$
(0.38
)
$
(0.29
)
$
(0.18
)Net loss per diluted share

$
(0.61
)
$
(0.38
)
$
(0.29
)
$
(0.18
)


(1)The
first quarter of fiscal 2010 includes a $1,519 of after tax stock-based compensation expense, $813 of after tax restructuring costs primarily related to
the transition of activities out of Montreal, Canada, and Tampere, Finland and $1,438 after tax net payment from the settlement of litigation resulting from our internal stock option investigation.(2)The
second quarter of fiscal 2010 includes $1,873 of after tax stock-based compensation expense and $978 of after tax restructuring costs primarily related
to the transition of activities out of Montreal, Canada, and Tampere, Finland.(3)The
third quarter of fiscal 2010 includes $1,590 of after tax stock-based compensation expense and $786 of after tax restructuring costs primarily related
to the transition of activities out of Montreal, Canada, and Tampere, Finland.(4)The
fourth quarter of fiscal 2010 includes $1,864 of after tax stock-based compensation expense and $3,209 of after tax restructuring costs primarily
related to the loss on the sale of our Finland facility.(5)The
first quarter of fiscal 2009 includes a $19,286 after tax charge for the impairment of all of the goodwill of our Commercial Lasers and Components
segment, $1,153 of after tax stock-based compensation expense, $2,613 of after tax restructuring costs primarily related to the exit of our Auburn, California facility, the consolidation of our German
Excimer manufacturing into one location in Germany and headcount reductions due to current economic conditions, and $269 of after tax expense related to litigation resulting from our internal stock
option investigation.(6)The
second quarter of fiscal 2009 includes $1,972 of after tax stock-based compensation expense, $4,463 of after tax restructuring costs primarily related
to the exit of our Auburn, California facility, the consolidation of our German Excimer manufacturing into one location in Germany and headcount reductions due to current economic conditions, $356 of
after tax expense related to litigation resulting from our internal stock option investigation and a tax charge of $2,666 resulting from a recently enacted change in state tax law.(7)The
third quarter of fiscal 2009 includes $1,368 of after tax stock-based compensation expense, $3,354 of after tax restructuring costs primarily related to
the exit of our St. Louis, Missouri and Munich, Germany facilities and related headcount reductions, and $74 of after tax expense related to litigation resulting from our internal stock option
investigation.(8)The
fourth quarter of fiscal 2009 includes $1,308 of after tax stock-based compensation expense, $1,054 of after tax restructuring costs primarily related
to the exit of our St. Louis, Missouri facility and the planned fiscal 2010 closure of our Finland facility, $1,111 of tax expense related to an increase in valuation allowances against
deferred tax assets and $121 of after tax expense related to litigation resulting from our internal stock option investigation.


120

---





Table of Contents

INDEX TO EXHIBITS

Sequentially
Exhibit
Number

Exhibit10.7

Variable Compensation Plan, as amended10.8

Fiscal 2010 Variable Compensation Plan Payout Scale for Named Executive Officers10.9**

Fiscal 2011 Variable Compensation Plan Payout Scale for Named Executive Officers10.18

Form of Indemnification Agreement21.1

Subsidiaries23.1

Consent of Independent Registered Public Accounting Firm24.1

Power of Attorney (see signature page)31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


**Portions
of this exhibit are redacted and confidential treatment has been requested.


All
other exhibits required to be filed as part of this report have been incorporated by reference. See item 15 for a complete index of such exhibits.

121

---