Coherent (COHR) 8-K/A Combined Abbreviated Financial Statements

Exhibit 99.2

II-VI INCORPORATED AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On September 12, 2013, II-VI Incorporated (the “Company”) completed its acquisition of the Semiconductor Laser Business of Oclaro, Inc. (“Oclaro”). The Company acquired all of the outstanding shares of the capital stock of Oclaro Switzerland GmbH, a limited liability company formed under the laws of the Swiss Confederation, as well as certain assets of Oclaro used in the semiconductor laser business (collectively the “Business”). The transaction, valued at $114.3 million, consisted of $90.6 million in cash paid to Oclaro, net of cash acquired of $1.7 million, retention by Oclaro of $14.7 million in accounts receivable from the Business, $6.0 million subject to a holdback by II-VI for 15 months to address any post-closing adjustments or claims and $2.0 million subject to a potential post-closing working capital adjustment. For the purpose of these unaudited pro forma condensed combined financial statements, the acquisition is assumed to have occurred as of July 1, 2012 with respect to the Unaudited Pro Forma Condensed Combined Statement of Earnings and as of June 30, 2013 with respect to the Unaudited Pro Forma Condensed Combined Balance Sheet.

The pro forma adjustments related to the acquisition are based on a preliminary purchase price allocation in accordance with Accounting Standards Codification (ASC) 805 “Business Combinations,” whereby the cost to acquire the Business was allocated to the assets acquired and liabilities assumed, based upon their estimated fair values. Actual adjustments will be based on the final purchase price, analyses of fair value of the identifiable tangible and intangible assets and liabilities, and estimates of the useful lives of tangible and intangible assets, which will be finalized after the Company completes its valuation and assessment process using all available data. The final purchase price allocation will be performed using estimated fair values as of the date of acquisition. Differences between the preliminary and final purchase price allocation could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the future results of operations and financial position of II-VI Incorporated and subsidiaries.

The unaudited pro forma condensed combined financial statements do not reflect the realization of any potential cost savings or any related integration costs. Although the Company believes that certain cost savings may result from the acquisition, there can be no assurance that these cost savings will be achieved. The historical combined financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition of the Business, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. Pro forma adjustments are based on preliminary estimates and assumptions.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized if the acquisition had been completed as of the dates indicated. As a result, the actual financial condition and results of the Company following the acquisition may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the Company’s financial condition or results of operations following the acquisition.

The financial information and accompanying notes should be read in conjunction with the historical consolidated financial statements and notes thereto of II-VI Incorporated contained in its Annual Report on Form 10-K for the year ended June 30, 2013 filed with the Securities and Exchange Commission on August 28, 2013, as well as the audited combined abbreviated financial statements of the Business included in this Form 8-K/A.

II-VI INCORPORATED

PRO FORMA CONDENSED COMBINED BALANCE SHEET

JUNE 30, 2013

UNAUDITED ($000)

	Historical						Pro Forma
	II-VI Incorporated			Semiconductor Laser Business of Oclaro, Inc.		Notes	Adjustments			Combined
Assets
Current Assets
Cash and cash equivalents	$	185,433		$	1,205	A	$	(92,286	)	$	196,402
						B		102,050
Accounts receivable, net		107,173			79			—			107,252
Inventories		141,859			23,762	E		2,507			168,128
Deferred income taxes		10,794			—			—			10,794
Prepaid and refundable income taxes		4,543			—			—			4,543
Prepaid and other current assets		11,342			1,294			—			12,636
Total Current Assets		461,144			26,340			12,271			499,755
Property, plant & equipment, net		170,672			12,749	C		15,043			198,464
Goodwill		123,352			—	A		100,286			163,056
						C		(15,043	)
						D		(32,053	)
						E		(2,507	)
						F		13,463
						G		(24,442	)
Other intangible assets, net		86,701			540	D		32,053			119,294
Investment		11,203			—			—			11,203
Deferred income taxes		2,696			2,283			—			4,979
Other assets		8,034			—	B		950			8,984
Total Assets	$	863,802		$	41,912		$	100,021		$	1,005,735
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		23,617			2,315	H		3,424			29,356
Accrued compensation and benefits		28,315			1,717			—			30,032
Accrued income taxes		7,697			2,938			—			10,635
Deferred income taxes		110			—			—			110
Other accrued liabilities		34,695			2,133	A		2,000			38,828
Current maturities of long-term debt		—			—	B		20,000			20,000
Total Current Liabilities		94,434			9,103			25,424			128,961
Long-term debt		114,036			—	B		83,000			197,036
Deferred income taxes		4,095			—	F		13,463			17,558
Other liabilities		15,129			8,367	A		6,000			29,496
Total Liabilities		227,694			17,470			127,887			373,051
Common stock		194,284			—			—			194,284
Accumulated other comprehensive income		15,600			—			—			15,600
Retained earnings		482,878			24,442	G		(24,442	)		479,454
						H		(3,424	)
		692,762			24,442			(27,866	)		689,338
Treasury stock, at cost		(56,654	)		—			—			(56,654	)
Total Shareholders’ Equity		636,108			24,442			(27,866	)		632,684
Total Liabilities and Shareholders’ Equity	$	863,802		$	41,912		$	100,021		$	1,005,735

The accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these financial statements.

II-VI INCORPORATED

PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

FOR THE YEAR ENDED JUNE 30, 2013

UNAUDITED ($000 except per share data)

	Historical							Pro Forma
	II-VI Incorporated			Semiconductor Laser Business of Oclaro, Inc.			Notes	Adjustments			Combined
Total Revenues	$	558,396		$	87,496			$	—		$	645,892
Costs, Expenses and Other Expense (Income)
Cost of goods sold		360,830			72,264		J		2,708			435,802
Internal research and development		22,689			9,171				—			31,860
Selling, general and administrative		110,175			7,579		J		301			121,314
							K		3,259
Interest expense		1,160			—		I		2,060			3,220
Other expense (income), net		(7,155	)		(87	)	L		190			(7,052	)
Total Costs, Expenses and other Expense (Income)		487,699			88,927				8,518			585,144
Earnings (Loss) Before Income Taxes		70,697			(1,431	)			(8,518	)		60,748
Income taxes (benefit)		18,766			—		M		(2,470	)		16,296
Net Earnings (Loss)		51,931			(1,431	)			(6,048	)		44,452
Less: Net Earnings Attributable to Noncontrolling interests		1,118			—				—			1,118
Net Earnings(Loss) Attributable to II-VI Incorporated Attributable to II-VI Incorporated	$	50,813		$	(1,431	)		$	(6,048	)	$	43,334
Net Earnings Attributable to II-VI Incorporated – Basic	$	0.81									$	0.69
Net Earnings Attributable to II-VI Incorporated – Diluted	$	0.80									$	0.68
Weighted-average common shares outstanding – Basic		62,411										62,411
Weighted-average common shares outstanding – Diluted		63,884										63,884

The accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these financial statements.

II-VI INCORPORATED AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS UNAUDITED

(1) Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of II-VI Incorporated (“II-VI”) and the Semiconductor Laser Business of Oclaro, Inc. (“the Business”) after giving effect to the acquisition of the Business and the assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The Company acquired all of the outstanding shares of Oclaro Switzerland GmbH and certain assets of Oclaro, Inc. used in the semiconductor laser business and the transaction was completed on September 12, 2013. The accompanying unaudited condensed combined balance sheet assumes the acquisition of the Business occurred on June 30, 2013.

(2) Purchase Price Allocation

II-VI acquired all of the outstanding shares of Oclaro Switzerland GmbH, a limited liability company formed under the laws of the Swiss Confederation as well as certain additional assets of Oclaro, Inc. used in the semiconductor laser business. Under the terms of the agreement the transaction was valued at $114.7 million, consisted of $90.6 million, net of cash acquired of $1.7 million, a $6.0 million subject to a holdback by the Company for 15 months to address any post-closing adjustments or claims and $2.0 million holdback amount for potential post-closing working capital adjustments.

The purchase price is summarized as follows ($000):

Cash paid, net of cash acquired	$	90,601
Holdback- post-closing adjustment		6,000
Holdback-working capital adjustment		2,000
Total estimated purchase price	$	98,601

For purposes of this pro forma analysis, the above estimated purchase price has been allocated based on an estimate of the fair value of assets acquired and liabilities assumed ($000):

Assets
Inventories	$	27,214
Prepaid and other current assets		1,006
Deferred income taxes		2,376
Property, plant & equipment		28,068
Intangible assets		32,593
Goodwill		39,041
Total assets acquired	$	130,298
Liabilities
Accounts payable	$	2,214
Accrued income taxes		2,714
Deferred income taxes		13,467
Other accrued liabilities		13,302
Total liabilities assumed	$	31,697
Net assets acquired	$	98,601

II-VI INCORPORATED AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

UNAUDITED

(3) Pro Forma Adjustments

The following describes the pro forma adjustments made to the accompanying unaudited pro forma condensed combined financial statements:

Balance Sheet Adjustments

A. To record the consideration for the acquisition of the Business.

B. To record the long-term debt borrowings and deferred financing costs used to finance the acquisition of the Business.

C. To record the preliminary estimates of the fair value of property, plant & equipment over the historical basis.

D. To record the preliminary estimates of the fair value of other identifiable intangible assets over the historical basis.

E. To record adjustment to write-up inventory to a fair market estimate.

F. To record an estimated deferred income tax liability related to the fair market value adjustments of property, plant & equipment, other identifiable intangible assets and finished goods inventory.

G. To eliminate historical equity of the Business.

H. To record non-recurring transaction expenses associated with the acquisition of the Business.

Statement of Earnings Adjustments

I. To record interest expense for the fiscal year based upon the amounts financed for the acquisition.

J. To record an estimated increase in depreciation expense related to the estimated fair value of property, plant & equipment over an estimated average life of 5 years. Estimated depreciation expense was allocated 90% to cost of goods sold and 10% to selling, general and administration.

K. To record an estimated increase in amortization expense related to the estimated fair value of certain other identifiable intangible assets acquired from the acquisition, primarily consisting of customer lists and technology amortized over an estimated average life of 10 years.

L. To record one-year of expense relating to the deferred financing costs incurred with the long-term debt borrowings.

M. To record income tax expense (benefit) of the pro-forma adjustments based upon statutory rates in effect during the period presented.