UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

COHERENT, INC.

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:

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

Common Stock, $.01 par value

Common Stock Purchase Rights

(Title of Class)

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

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 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. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes  ý    No  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, 2005, 31,303,762 shares of common stock were outstanding.  The aggregate market value of the voting shares (based on the closing price reported by the NASDAQ National Market System on April 1, 2005) of Coherent, Inc., held by nonaffiliates was $771,907,983.  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.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Annual Report on Form 10-K/A (“Form 10-K/A”) is being filed as Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005 filed with the Securities and Exchange Commission for the purposes of including information that was to be incorporated by reference from the Registrant’s definitive proxy statement pursuant to Regulation 14A of the Securities and Exchange Act of 1934 and to correct a typographical error in Note 17, “Segment Information” in the Notes to the Consolidated Financial Statements.  The typographical error was the transposition of the amount of sales in fiscal 2005 to unaffiliated customers in Europe, other and Asia-Pacific, other under the Geographic Information subheading of Note 17.  The corrected amounts are set forth in this Form 10-K/A.  The Registrant will not file its proxy statement within 120 days of its fiscal year ended October 1, 2005 and is therefore amending and restating the following items contained herein in their entirety.

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PART I.

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

•                  net sales;

•                  results of operations;

•                  gross profits;

•                  research and development projects and expenses;

•                  selling, general and administrative expenses;

•                  warranty reserves;

•                  legal proceedings;

•                  claims against third parties for infringement of our proprietary rights;

•                  liquidity and sufficiency of existing cash, cash equivalents and short-term investments for near-term requirements;

•                  development and acquisition of new technology and intellectual property;

•                  write-downs for excess or obsolete inventory;

•                  competitors and competitive pressures;

•                  growth of applications for our products and increase of market share;

•                  obtain components and materials in a timely manner;

•                  identify alternative sources of supply for components;

•                  achieve adequate manufacturing yields;

•                  impact of recent acquisitions;

•                  leverage of power and energy management products into our next generation products;

•                  compliance with environmental regulations;

•                  participation in the bio-agent detection market;

•                  leveraging of our technology portfolio and application engineering;

•                  optimize our leadership position in existing markets;

•                  collaborative customer and industry relationships;

•                  enhancing our market position through our existing technology, as well as developing new technologies;

•                  emphasis on supply chain management;

•                  use of financial market instruments;

•                  simplifications of our foreign legal structure and reduction of our presences in certain countries; and

•                  focus on long-term improvement of return on invested capital.

In addition, we include forward-looking statements under the “Our Strategy” and “Future Trends” sections set forth below in “Business.”

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,” 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.

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ITEM 1.  BUSINESS

GENERAL

Business Overview

Our fiscal year ends on the Saturday closest to September 30.  Fiscal years 2005, 2004 and 2003 ended on October 1, October 2 and September 27, respectively.  Fiscal year 2004 included 53 weeks, whereas fiscal years 2005 and 2003 included 52 weeks.  For convenience, we use September 30 as our fiscal year-end dates throughout this Annual Report in order to correspond to the accompanying consolidated financial statements.

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 and market lasers, precision optics 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 have two operating segments: Electro-Optics and Lambda Physik, both of which work with customers to provide cost-effective photonics-based solutions.  Our Electro-Optics segment focuses on markets such as semiconductor and related manufacturing, graphic arts and display, materials processing, Original Equipment Manufacturer (“OEM”) laser components and instrumentation, and scientific research and government programs.  Coherent Lambda Physik GmbH (“Lambda Physik”), our wholly-owned subsidiary with headquarters located in Göttingen, Germany, focuses on markets using lasers for the production of thin-film transistors (“TFT”) used in flat panel displays, ink jet printers, medical OEMs, automotive, environmental research, scientific research, materials processing and micro-machining applications.

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, as soon as reasonably practicable after we file them electronically with or furnish them to 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.

INDUSTRY BACKGROUND

The word “laser” is an acronym for “light amplification by stimulated emission of radiation.”  A laser emits an intense beam of light with some unique and highly useful properties.  Most important, a laser is orders of magnitude higher in brightness than any lamp.  This means that the beam can be focused to a very small and intense spot, useful for applications requiring very high power densities for cutting and other materials processing procedures.  The laser’s high spatial resolution is also useful for microscopic imaging and inspection applications.  Laser light can also be very monochromatic–all the beam energy is confined to a narrow wavelength band, which can be important in biomedical and other medical-related applications.  Some lasers also produce highly polarized outputs while other lasers have unique phase properties that can be used to create ultrafast outputa series of pulses with pulse durations as short as 100 femtoseconds (i.e., 10-¹³ seconds)

There are many types of lasers and one way of classifying them is by the material 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 product line characterized by lasers targeted at growth opportunities and key technology applications.  In all cases, we aim to be the supplier of first choice by offering a high-value combination of superior technical performance and high reliability.

Photonics is now taking its place alongside electronics as a critical enabling technology for the twenty-first century.  In the field of photonics, the laser is the undisputed workhorse.  Consequently, the role of the laser is incredibly far-reaching in an ever more diverse set of 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 also new applications where the laser is the enabling tool that makes the work possible.

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Key laser applications include: microtechnologies and nanotechnology; semiconductor inspection; microlithography; measurement, test and repair of electronic circuits; medical and biotechnology; consumer electronics; industrial process and quality control; materials processing; imaging and printing; graphic arts display; and research and development.  In particular, ultraviolet (“UV”) lasers are profiting from the trend towards miniaturization, which is a driver of innovation and growth in many markets.  The short wavelength of lasers that emit light in the UV spectral region make it possible to produce 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:

•            Leverage our technology portfolio and application engineering to lead the proliferation of photonics into broader markets – We will continue to identify opportunities in which our technology portfolio and application engineering can be used to offer innovative solutions and gain access to new markets.

•            Optimize our leadership position in existing markets – There are a number of markets where we have historically been at the forefront of technological development and product deployment and from which we have derived a substantial portion of our revenues.  We plan to optimize our financial returns from these markets.

•            Maintain and develop additional strong collaborative customer and industry relationships – We believe that the Coherent brand name and reputation for product quality, technical performance and customer satisfaction will help us to further develop our loyal customer base.  We plan to maintain our current customer relationships and develop new ones with customers that are industry leaders and work together with these customers to design and develop innovative product systems and solutions as they develop new technologies.

•            Develop and acquire new technologies and market share – We will continue to enhance our market position through our existing technologies and develop new technologies through our internal research and development efforts, as well as through the acquisition of additional complementary technologies, intellectual property, manufacturing processes and product offerings.

•            Emphasize supply chain management – We will continue to focus on operational efficiency through an emphasis on supply chain management with the explicit intent of improving gross margins and increasing inventory turns.

•            Focus on long-term improvement of Return on Invested Capital – We will continue to focus on long-term improvement of return on invested capital.

APPLICATIONS

Our products address a broad range of applications that we group into the following markets: microelectronics, graphic arts and display, materials processing, OEM components and instrumentation, and scientific research and government programs.

Microelectronics

The use of semiconductors has expanded beyond computer systems to a wide array of applications including telecommunications and data communication systems, automotive products, consumer goods, medical products, household appliances, industrial automation and control systems.  In response to market demands and expectations, semiconductor manufacturers are continually seeking to improve their process and design technologies in order to manufacture smaller, more powerful and more reliable devices at a lower cost per function.  The market for lasers is expanding because they deliver advances in all these areas.

We support four major segments of the microelectronics industry: semiconductor front-end manufacturing, back-end fabrication through state-of the-art PCB (printed circuit board) manufacturing, flat panel displays (“FPDs”), and emerging technologies.

Microelectronics—Front-end manufacturing

The term “front-end manufacturing” refers to the production of semiconductor wafers containing a large number of circuits.

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Photomask manufacturing

These circuits are created by a process called microlithography, which relies on a high-resolution photomask made of quartz and chrome.  The mask, which is conceptually similar to a negative in photography, is used in lithography systems to make numerous copies of the pattern image on semiconductor wafers.  Our Innova® Sabre™ ion lasers, NovaTex™ excimer lasers, and Rega™ ultrafast lasers are all used in the fabrication, inspection and repair of these masks.

Semiconductor inspection, metrology, testing and wafer yield management

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 0.1 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™, Vitesse™, and Verdi™ lasers are used to detect defects in semiconductor chips and printed circuit boards.  Our Innova iLine™ argon ion laser is used to inspect patterned wafers and our Vector™ laser is used to repair defects that may occur in the photomask or semiconductor device.

The semiconductor fabrication process typically creates numerous patterned layers on each wafer device.  Laser-based systems have been developed to measure the characteristics of metal or opaque layers in order to determine the functionality and conformance of these devices.  Our Vitesse laser generates an ultrafast laser light pulse that produces a localized temperature rise in the materials, which generates a sound wave, a portion of which is reflected back to the surface.  By measuring the returning echoes, the laser system can detect layer thickness, adhesion and composition.

Microelectronics—Semiconductor assembly, testing & advanced packaging

Wafer scribing and singulation

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 circuits.  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 dielectrics and thinner silicon.  Our AVIA™ lasers are providing fast economic methods of cutting and scribing these wafers while delivering higher yields than traditional mechanical methods.

Microvia 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™ carbon-dioxide (“CO₂”) lasers are being used in this application.  The ability of these pulsed lasers to operate at very high repetition rates translates into faster drilling speeds and increased throughput in many materials processing applications.

Other applications also merit mention here.  For instance, the high density of the latest circuit boards is reaching the limits of conventional technologies, causing wider adoption of laser direct-write methods.  Our Paladin™ laser is used for this application.  Our lasers are also being increasingly used to trim (selectively cut) components in order to finely adjust their performance.  Our Vector and Prisma lasers are used for this purpose.

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Microelectronics—Flat panel display manufacturing

The high-volume consumer market is driving the production of flat panel displays in applications such as digital cameras, personal digital assistants (“PDAs”), mobile telephones, car navigation systems, laptop computers and television monitors.  There are several types of established and emerging FPDs 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 a higher process speed, better yield, lower cost and/or superior display brightness and resolution.

ELA and SLS

Several display types require a high-density pattern of silicon TFTs.  If this silicon is polycrystalline, the performance is greatly enhanced.  In the past, these polysilicon layers could only be produced on expensive thermal glass at high temperatures.  However, excimer-based processes, such as excimer laser annealing (“ELA”) and sequential lateral solidification (“SLS”), 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 SLS because they are the only industrial-grade excimers with the high pulse energy these methods require.  The current state-of-the-art product for this application is our Lambda SX-C™ laser.

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

Microelectronics—Emerging technologies

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.

Solar cell technology is one area that is seeing increased interest.  Historically, this has been a niche energy source because it could not compete with the low cost of other energy sources, most notably fossil fuels.  But today’s higher fuel costs have led to heightened interest in solar panels.  Our lasers, such as AVIA™ and Prisma, are already being used in the production of solar panels for scribing and isolation purposes.

The hydrogen cell is another emerging technology currently attracting attention.  Originally used in spacecrafts, this could provide a clean alternative power source for automobiles if performance, capacity and cost issues can be successfully addressed.  Laser micromachining is likely to play a key role here and our AVIA™, Prisma and Diamond™ lasers are already being used in this area.

Graphic arts and display

Historically, the printing industry has depended upon silver-halide films and chemicals to engrave printing plates.  This chemical engraving process requires several time-consuming steps.  In recent years, we have worked closely with professionals in the printing industry to design semiconductor and diode-pumped lasers for alternative “computer-to-plate” processes.  As a result, our Compass™ lasers and some of our semiconductor lasers are now widely used for computer-to-plate printing, an environmentally friendly process that saves production time by writing directly to plates.  These applications benefit from the high slope efficiency and high-temperature performance that characterize our semiconductor lasers.

There are numerous other applications in the graphic arts and display markets where our lasers are now playing key roles.  For instance, in the area of printing, our Diamond K and G series lasers are used in the engraving of Anilox rollers for flexo-plate and screen-printing and our CUBE™ violet lasers are used in the imaging of offset plates for computer-to-plate printing

In a completely different part of this market, our Innova ion lasers, AZURE, and Paladin DPSS (diode-pumped solid-state) lasers are used to write data on master disks that are used to mass-produce compact discs and digital videodiscs for consumer use.

One of our lasers that have proved particularly successful in this applications segment is the Sapphire^TM 460.  It is now used for several graphic arts applications, including photo finishing, film writing and the emerging area of laser projection used for cinema and television.  In some of these applications, the Sapphire 460 is displacing air-cooled ion lasers.  This solid-state laser is preferred over these legacy gas lasers because it is 90% smaller, consumes 98% less power and dissipates 98% less heat.

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Materials processing

Lasers are widely accepted today as part of many important manufacturing applications.  While many laser companies have developed high-power lasers for the increasingly competitive area of metal processing, we have chosen to concentrate our efforts on developing compact, low-to-medium power lasers specifically for the growing area of nonmetals processing, precision micromachining and laser marking.

Micromachining and cutting

This area includes such applications as the cutting and joining of plastics using both our Diamond™ and 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 have seen a return to strength in 2005.  These 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.

At the opposite end of the size and wavelength spectrum, our AVIA ultraviolet lasers are now being used extensively for micromachining a wide range of materials (and in a wide range of industries) including silicon, glass and plastics.  These technically important materials are being laser processed to produce medical devices, micro-electromechanical systems (“MEMS”) and in flat panel display and semiconductor manufacturing.  Silicon and glass are also cut and scribed using our Diamond™ lasers, sometimes in a novel process that combines the heat of the laser with cold-water spray to produce exceptionally high edge quality and strength.

Laser marking and coding

Laser marking and coding are generally considered part of the precision materials processing applications segment and we are also a leading supplier in this area.  Applications are growing rapidly in several areas of this segment where the laser is displacing ink-jet coding due to both aesthetic and environmental pressures.  The optimum choice of laser depends on both the material being marked, whether it is a surface mark (engraved) or a sub-surface mark, and the specific economics of the application.  We now provide lasers for all-important marking applications.  Our fiscal 2005 acquisition of TuiLaser has served to significantly expand our product offering and market share in marking and coding.  A notable example is the use of our solid-state Prisma lasers to create high-quality, gray-scale images for ID cards.

Many marking applications rely on a (scanned) moving laser spot to directly “write” an alphanumeric mark or barcode.  Another method is to use the large cross-section beam from an excimer laser to image a photomask of the intended mark.  Our LPXPro™ excimer lasers provide the perfect solution for these photomask applications because of their high-duty-cycle operation and exceptional reliability.

Excimer-based processes

The unique properties of excimer lasers have enabled a diverse range of material transformation applications.  Examples include drilling and ablating materials to create stents and disposable drug delivery catheters for the medical marketplace.  Frequently, our excimer lasers are also used to mark these same products.  Other materials processing applications for our excimer lasers include stripping thin wires in disk drives, cleaning bare semiconductor wafers and writing fiber Bragg gratings for optical telecommunications and sensing purposes.

Low-friction surfaces for “greener” diesel engines

A particularly interesting and environmentally friendly application is the use of our excimer lasers to treat the cylinder liners in high-performance diesel engines.  Since its development in 2002, this process has proved so successful that it is now used by a major European automobile manufacturer for several production models.  This process delivers a unique surface finish that lowers friction, increases fuel efficiency, and lowers emissions.

OEM components and instrumentation

Instrumentation is one of our more mature commercial applications.  Representative applications within this market include flow cytometry, high-throughput screening for pharmaceutical discovery, genomic and proteomic analyses, Raman spectroscopy, forensics, veterinary science and bio-threat detection.  Specifically, our Sapphire, Compass and CUBE lasers are used in several bio-instrumentation applications including DNA sequencing, flow cytometry and drug discovery.  Our Innova ion lasers serve bio-instrument manufacturers for applications such as cell sorting, DNA and protein sequencing,

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as well as drug and clinical screening.

We also support the laser-based instrumentation market with a range of laser-related components, including diode lasers for optical pumping, optics, optical coatings and harmonic generation modules.  Some of our OEM component business is also to other, less integrated laser manufacturers participating in OEM markets such as materials processing, scientific, and medical.

Flow cytometry

Flow cytometry is a laser-based micro-fluorescence technique for analyzing single cells or populations of cells in a heterogeneous mixture, including blood samples.  Its numerous applications include cell biology, immunology, reproductive biology, oncology and infectious disease such as Acquired Immune Deficiency Syndrome (“AIDS”).  Flow cytometry is both a powerful research method and an indispensable mainstream clinical diagnostic and prognostic tool.  Commercially available instruments typically count cells according to six or more simultaneous discriminating factors at analysis speeds of thousands of cells per second.  Many instruments also have the capability to selectively sort individual cells for subsequent analysis or cell culture.  The recent design trend in flow cytometry is toward more compact, powerful and reliable instruments.  As a result, our Sapphire, Compass and CUBE lasers are the preferred solid-state solutions in the current generation of cutting-edge instrumentation.

DNA sequencing

Laser-based instrumentation revolutionized DNA sequencing, providing automation and data acquisition rates that would be impossible by any other method.  This technology played a key role in the human genome project.  Today, DNA sequencing continues to be a dynamic area as researchers track and analyze specific genes responsible for various diseases.  Our Sapphire, Compass and CUBE lasers are preferred lasers in this market.

Drug Discovery - Genomics and Proteomics

High-speed automation is also essential to the growth of genomics and proteomics, which now enable drug discovery to proceed at very high throughput rates.  Over a million compounds can now be screened in weeks instead of years.  A challenge to manufacturers of analytical devices is to produce instruments of increasing complexity and capability, while at the same time minimizing their size.  This is particularly important where several instruments may be deployed in a single location for parallel processing.  Our Sapphire, Compass and CUBE lasers are used in instrument techniques such as micro-array scanning, lab-on-a-chip and fluorescence correlation spectroscopy.

Raman spectroscopy

Raman spectroscopy is a non-contact technique in which a laser beam is used to interrogate the composition of samples.  This technique can give unique information about constituent components and their precise concentration, as well as information about crystalline forms (polymorphs), which are particularly important in the pharmaceutical industry.  Laser-enabled Raman instruments are useful for process monitoring, environmental monitoring, and biomedical applications.  Our Innova and Compass product lines are widely deployed in Raman applications, both at the commercial and scientific level.  Exciting new research at the university level also suggests that our powerful tunable deep-UV source, the Indigo™, will prove to be a very useful tool in deciphering protein secondary structure.

Bio-agent detection

A number of laser-based techniques for point source and standoff detection of pathogens or other bio-toxins are being explored in the government and private sectors.  Systems of this type could be deployed to guard military facilities, major sporting events or other large gatherings of citizens, as well as vital infrastructure components, such as subways, airports or industrial hubs.  We have a number of laser systems under evaluation for such applications and are well positioned to actively participate in this segment.

Forensics

Lasers have been used in criminal forensics for a number of decades.  Applications include latent fingerprint detection and trace evidence illumination and identification.  In the past, laser usage was often limited to forensics labs due to the physical size and complexities of the lasers.  Portable models seldom generated enough output for use in high ambient light conditions or for large-scale sweeps of the crime scene.  However, now due to recent advances in optical output versus physical size, forensic scientists have the capability to bring an unprecedented level of latent fingerprint and trace evidence detection

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directly to the crime scene.  Our compact solid-state Tracer™ laser system, based on OPS (optically pumped semiconductor) technology, directly addresses the needs of large-scale criminal investigation organizations by providing a superior combination of high brightness and portability to bear on the most difficult forensic analysis.

Medical OEM

We sell a variety of components and lasers to medical laser companies in end-user applications such as ophthalmology, aesthetic, surgical, therapeutic and dentistry.  Innova ion laser tubes and our GEM series CO₂ lasers are widely used in ophthalmic, aesthetic and surgical markets.  Additionally, our Compass and Sapphire series of lasers are used in the retinal scanning market in diagnostic imaging systems.

Our fiscal 2005 acquisition of TuiLaser, a recognized leader of high-reliability excimer lasers for Lasik and PRK refractive surgery methods with the ExiStar^TM excimer laser platform has given us a leading position in this important excimer application segment.

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, diode-pumped solid-state lasers, continuous-wave (“CW”) systems and water-cooled gas lasers.  Many of the innovations and products pioneered in the scientific marketplace have gone on to become commercial successes for both our OEM customers and us.

Our installed base of scientific lasers includes tens of thousands of lasers.  Not surprisingly, these lasers are used in a wide range of applications spanning virtually every branch of science and engineering.  These applications include biology (multiphoton and confocal microscopy), physics (atomic and molecular spectroscopy, atom cooling, non-linear optics, X-ray generation, solid-state and semiconductor studies), chemistry (quantum control, time-resolved and Raman spectroscopy) and engineering (material processing, remote sensing and metrology).

Multi-Photon Excitation (“MPE”) microscopy

MPE microscopy is an imaging method used mainly by biologists to create optical microscopy images of cells and sub-cellular structures and processes.  Importantly, MPE can actually image live samples without damaging these samples, thus enabling the interplay of physiology and structure to be studied at the cellular level.  Related to confocal microscopy, MPE can only be performed using the unique properties of an ultrafast laser.  Because many MPE researchers have limited laser expertise, we now support this market with our Chameleon™ tunable ultrafast laser, which is a hands-free easy to use closed-box laser.

Ultrafast research

Ultrafast lasers generate pulses as short as picoseconds (10-¹² seconds) and tens of femtoseconds (10-¹⁵ seconds).  This pulse generation allows chemical reactions and other processes to be studied at high temporal resolution.  Because of this very short pulse duration, ultrafast lasers also deliver very high peak power, which can be used to generate many exotic effects.  Some of these effects are now finding their way into mainstream applications.  An example of this is the use of ultrafast pulses for cold micromachining.  Our Mira titanium:sapphire (Ti:S) modelocked laser, RegA™ Ti:S high-repetition rate regenerative amplifier, and Mira-OPO synchronously pumped optical parametric oscillator are all examples of ultrafast laser systems used for research applications.  Our Legend™ Ti:S regenerative amplifier, Hidra™ multipass amplifier, and Evolution diode-pumped solid-state pump laser are other examples of ultrafast lasers that support these leading-edge applications with even higher peak powers.

Optical pumping

Several of the lasers that we supply to the research market require optical pumping.  That is to say, they require another laser as their power source, as opposed to power from an electrical outlet.  Examples include our Mira, RegA and 899 lasers.  Our diode-pumped Verdi laser has established itself as the benchmark in reliability as the pump source for these lasers.  Some of our customers are also performing research on new types of lasers and new laser materials.  These investigational laser setups often require optical pumping at green wavelengths and the Verdi is the preferred pump source here as well.

Spectroscopy

Spectroscopy is a scientific field in which processes or materials are studied as a function of wavelength.  Many types of

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spectroscopy require a tunable laser source.  Our MBR and 899 CW tunable lasers provide unsurpassed resolution and stability for high-resolution spectroscopy applications, while our Mira, Mira-OPO and Chameleon lasers are preferred sources for spectroscopy in the ultrafast domain.

Custom high-power applications

Our custom scientific laser group provides unique high-energy ultrafast systems with peak powers up to 50 terrawatts.  These custom products are used for a variety of physics and chemistry applications, including X-ray generation and non-linear optics.  They are also used in conjunction with large accelerators to study high-energy particle physics.  We have also supplied these high-energy lasers for use in generating proton beams for cancer irradiation.

Infrared and far-infrared research

We also support a wide range of research applications in the infrared (“IR”) and far-infrared (“FIR”) domains with both standard and custom waveguide CO₂ lasers and far-infrared lasers.  Research applications for these products include sensing, communications, military programs and terahertz (“THz”) generation.  An example of a standard FIR product is our SIFIR-50, a THz laser system.

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.  This is reflected in our strong microelectronics sales during fiscal 2005.  Moreover, 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 more bandwidth and memory.  Although this market has historically been cyclical in nature, we believe that the future will see a strong and overarching trend of increased adoption of solid-state, CO₂ and excimer lasers as all these lasers enable both next-generation performance improvements and reduced process costs.  In particular, we expect future demands in the advanced packaging market to steadily shift towards the use of ultraviolet laser-based tools, as these are the only commercial technologies capable of providing the high spatial resolution critical for next-generation chip-scale and wafer-level packages.

Graphic arts and display

This is a well-established market for diode lasers with three routes to market for our products – direct diodes applications, diodes within our solid-state systems, and diodes sold into other solid-state laser systems.  The ongoing improvements in diode laser performance are enabling the direct use of diode lasers to gain more acceptance, reducing costs for end users in this applications segment.  We believe this trend will continue to accelerate in 2006, in what will be an increasingly important market for our diode lasers.

Materials processing

The market for low to medium power lasers used in industrial material processing continues to expand, driven by the need for cost-effective manufacturing solutions for cutting, joining, marking and engraving of non-metal materials.  A number of application areas are performing well.  These include marking/coding, flat bed cutting and engraving, and, in Asia, the production of capital equipment for apparel and leather goods manufacture.  Several factors are enabling us to gain market share in the materials process market.  First, we have developed an expanded portfolio of wavelengths, enabling optimum marking solutions for virtually every 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.  In addition, the acquisition of TuiLaser has brought the Prisma family of lasers, which fill an important niche in the power spectrum.  Prisma lasers are the leading choice for coding images in the fast-growing ID card market and these lasers, which complement our existing offerings, will allow us to offer a more complete portfolio of products to our existing laser source customers and OEMs.

Scientific research and government programs

We expect modest growth rates in the scientific research market for fiscal 2006, with applications in ultrashort pulses and in bio-research being the drivers of this anticipated expansion.

OEM components and instrumentation

The instrumentation market is seeing a gradual migration from the use of mature laser technologies, such as water-cooled ion

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lasers, to new technologies, primarily based on solid-state and semiconductors.  Using our unique portfolio of solid-state and semiconductor lasers, and our patented OPS technology, we are able to both assist and stimulate this transition.  Furthermore, this trend is helping in the development of new applications such as security and clinical diagnostics.  These applications are likely to require an increased number of lasers, however, the majority of these activities are still in the research and development stage and we expect only moderate impacts on the laser industry in fiscal 2006, with increases expected in future years. Nevertheless, we anticipate greater future opportunities in microscopy, flow cytometry, lab-on-a-chip and DNA sequencing based on our product enhancements and evolving market developments.

PRODUCTS

We design, manufacture and market lasers, precision optics and related accessories for a diverse group of customers.  The following table shows selected products together with their applications, the markets they serve and the technologies upon which they are based.

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We design, manufacture and market a wide variety of lasers and optical components and instruments, some of which are described below. 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, optics and crystal facilities all maintain an external customer base providing value added solutions.  We direct significant engineering efforts to producing unique solutions targeted for internal consumption.  These investments, once integrated into our broader product portfolio provide our customers with uniquely differentiated solutions and the opportunity to substantially enhance the performance, reliability and capability of the products we offer.

Semiconductor lasers

Semiconductor lasers use the same principles as more conventional types of lasers but miniaturize the entire assembly into a monolithic structure using semiconductor wafer fabrication processes.  The advantages of this type of laser include smaller size, longer life, enhanced reliability and greater efficiency.  We manufacture a wide range of semiconductor laser products with wavelengths ranging from 650nm to 1000nm and output powers ranging from less than 1 W for individual emitters to 60 W for bars, to several hundred watts for stacked bars. These products are available in various forms of complexity including the following: bar diodes on heat sinks, fiber-coupled single emitters and bars, stacked bars and fully integrated modules and microprocessor-controlled units that contain power supplies and active coolers.  Our infrared semiconductor lasers, which are manufactured from proprietary materials grown in our facility in Tampere, Finland, differ from most other lasers in that they contain no aluminum in the active region.  This provides our lasers with longer lifetimes and the ability to operate at broader temperature ranges.

Our OPS laser is a semiconductor chip that is pumped by a semiconductor laser.  A wide range of wavelengths can be achieved by varying the materials used in this device and doubling the frequency of the laser beam.  The OPS is a compact, rugged, high power, single-mode laser.  Our frequency doubled OPS lasers are all solid-state devices operating continuously in the blue region of the optical spectrum and are particularly well suited to the bio-instrumentation and graphic art markets.

Another primary application for our semiconductor lasers is for use in computer-to-plate printing machines.  These machines contain a series of semiconductor lasers that are used to direct the printing of computer images directly to paper without the need for film or developing chemicals.

Our semiconductor lasers are also used in machine-processing applications such as soldering connections on printed circuit boards and welding flat panel displays and in medical applications for the treatment of the wet “classical” form of age-related macular degeneration and hair removal.  They are also used as the pump laser in DPSS laser systems that are manufactured by us and several of our competitors.

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Diode-pumped solid-state 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; repair, test and measurement; computer-to-plate printing; writing data to master disks; entertainment; photo finishing: marking, welding, engraving, cutting and drilling; drug discovery; forensics; laser Doppler velocimetry; bio-agent detection; medical; rapid prototyping; DNA sequencing; flow cytometry; laser pumping and spectroscopy.

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 Japan, the United Kingdom, Germany, Italy, Austria, France, Belgium, the Netherlands and the People’s Republic of China, as well as through independent representatives in other parts of the world.  Foreign sales accounted for 65% of our total net sales in fiscal 2005 and 61% in both fiscal 2004 and fiscal 2003. Sales made to independent representatives and distributors are generally priced in U.S. dollars.  Foreign sales that we make directly to customers are generally 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 2005, 2004 or 2003.

We maintain a customer support and field service staff in major markets within the United States, Europe, Japan 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 one-year 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.

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 2005 were $57.5 million, or 11.1% of net sales compared to $62.7 million, or 12.7% of net sales for fiscal 2004 and $51.0 million, or 12.6% of net sales, for fiscal 2003.  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 and assemblies.  We believe this is essential in order to maintain high quality products and enable rapid development and deployment of new products and technologies.

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 provide customers with 24-hour technical expertise and quality that is ISO certified at our

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principal manufacturing sites.  In June 2003, we transferred our printed circuit board manufacturing activities in Auburn, California, to a global electronics contract manufacturer, Venture, which has factories in North America, Asia and Europe.  We also completed the restructuring of our CO₂ operations, resulting in the consolidation of all CO₂ manufacturing operations at our Bloomfield, Connecticut location.  In fiscal 2004, Lambda Physik consolidated the manufacturing operations of its German subsidiary into its Göttingen facility.

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 both ion and CO₂ laser production, optics fabrication, optics coating and assembly operations, as well as the wafer growth for our 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.  Some of these suppliers are relatively small private companies that may discontinue their operations at any time.  We typically purchase our components and materials through purchase orders and we have no guaranteed supply arrangement with any 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.  Once identified, we would experience further delays from 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.  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, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders.

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

Operations

Our Electro-Optical products are manufactured at sites in Santa Clara and Auburn, California; Portland, Oregon; East Hanover, New Jersey; Bloomfield, Connecticut; Lübeck, Germany; Leicester, England; Glasgow, Scotland; Munich, Germany; and Tampere, Finland.  Our ion lasers, a portion our DPSS lasers (Verdi, Avia and Vitesse), semiconductor lasers, and ultrafast scientific lasers are manufactured in Santa Clara, California and Glasgow, Scotland.  Our CO₂ lasers are manufactured in Bloomfield, Connecticut.  Our optical component products are manufactured at our facilities in Auburn, California and Leicester, England.  Our laser instrumentation products and test and measurement equipment are manufactured in Portland, Oregon.  We manufacture exotic crystals in East Hanover, New Jersey.  We make DPSS lasers at our Santa Clara, California and Lübeck, Germany facilities, including the 315M and 501Q lasers.  Our facility in Tampere, Finland grows the aluminum-free materials that are incorporated into our semiconductor lasers.  We make a range of advanced solid-state lasers used in developing applications including scientific research and semiconductor test equipment in Glasgow, Scotland.  Our excimer laser products are manufactured in Lübeck and Munich, Germany.

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.  We currently hold more than approximately 400 U.S. and foreign patents and we have approximately 75 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 risks attendant to intellectual property rights, see “Risk Factors—Risks Related to our Buisness— “We may not be able to protect our proprietary technology, which could adversely affect our competitive advantage” and “We could become subject to litigation regarding intellectual property rights, which could seriously harm our business” 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

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companies including Newport Corporation; Excel Technology, Inc.; JDS Uniphase Corp.; Rofin-Sinar Technologies, Inc. and Cymer, Inc.; 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 September 30, 2005, our backlog of orders scheduled for shipment (generally within one year) was approximately $194.1 million compared to $154.6 million at September 30, 2004 and $127.7 million at September 30, 2003.  Orders used to compute backlog are generally cancelable without substantial penalties.  Historically, the rate of cancellation experienced by us has not been significant.  Backlog at September 30, 2005 was higher than backlog at September 30, 2004 in both our Electro-Optics and Lambda Physik operating segments.  Backlog at September 30, 2004 was higher than backlog at September 30, 2003 in both our Electro-Optics and Lambda Physik operating segments.

EMPLOYEES

As of September 30, 2005, we had 2,189 full-time employees.  Approximately 365 of our employees are involved in research and development; 1,301 of our employees are involved in operations, manufacturing, service and quality assurance; and 523 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.

ACQUISITIONS

On November 10, 2005, we acquired the assets of privately held Iolon, Inc. of San Jose, California for approximately $4.9 million in cash.  Iolon designs and manufactures optical components including widely tunable lasers and filters.  We intend to utilize the acquired technology in our core portfolio, especially for products in the instrumentation and display markets.

On June 13, 2005, we acquired privately held TuiLaser AG (Munich, Germany), a designer and manufacturer of excimer and advanced solid-state lasers, for approximately $26.0 million (net of cash acquired of $7.7 million).  TuiLaser’s advanced solid-state laser business is included in our Electro-Optics segment while its excimer laser business is included in our Lambda Physik segment.  The operating results of TuiLaser have been included in our consolidated financial statements from the date of acquisition.

In fiscal 2003, we initiated a tender offer to purchase the 5,250,000 (39.62%) outstanding shares of our Lambda Physik subsidiary owned by other shareholders for approximately $10.50 per share.  Through the end of fiscal 2004, we purchased a total of 4,588,500 outstanding shares for approximately $49.0 million, resulting in a total ownership percentage of 95.01%.  During fiscal 2005, we acquired the remaining 661,500 outstanding shares for approximately $11.8 million, resulting in our full ownership of Lambda Physik.

During fiscal 2003, we acquired Molectron Detector, Inc. (“Molectron”) of Portland, Oregon and Positive Light, Inc. (“PLI”) of Los Gatos, California for approximately $11.5 million and $38.9 million in cash, respectively.  Molectron designs and manufactures laser test and measurement equipment used across all photonics-based applications and markets.  The acquisition of Molectron has enabled us to leverage their well-regarded power and energy management products into our next generation products in both the scientific research and commercial markets.  PLI designs and manufactures advanced solid-state lasers for the scientific research and industrial markets.  The acquisition of PLI has enabled us to gain market share in the scientific research and industrial markets through additional product and service offerings.

RESTRUCTURINGS AND CONSOLIDATION

In the first quarter of fiscal 2006, we executed the merger of our wholly owned Lambda Physik Co., Ltd. subsidiary into our Coherent Japan, Inc. subsidiary, with Coherent Japan, Inc. continuing as the surviving corporation.  Coherent Japan, Inc. is a wholly owned subsidiary of Coherent.

In fiscal 2004, our Lambda Physik subsidiary initiated and completed plans to restructure its manufacturing sites in Göttingen, Germany, to optimize operating efficiency.  As a result, we recognized a charge of $1.1 million ($1.0 million net of minority interest) in fiscal 2004 related to these initiatives.

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In fiscal 2003, we undertook several initiatives aimed at both changing business strategy and improving operational efficiencies.  Changes in business strategy included the termination of the activities of our Coherent Telecom Actives Group (“CTAG”).  In order to improve operational efficiencies, we outsourced the production of printed circuit boards, reassessed the planned utilization of certain long-lived assets at various operating sites and consolidated the activities of a foreign subsidiary.  As a direct result of these initiatives, we recognized $31.1 million in restructuring, impairment and other charges in fiscal 2003.  These initiatives are discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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 new and upcoming requirements relating to the materials composition of our products that will apply to specified electronics products put on the market in the European Union as of July 1, 2006 (Restriction of Hazardous Substances in Electrical and Electronic Equipment Directive).  We could face significant costs and liabilities in connection with product take-back legislation.  The European Union has finalized the Waste Electrical and Electronic Equipment Directive, which make producers of electrical goods financially responsible for specified collection, recycling, treatment and disposal of past and future covered products.

SEGMENT INFORMATION

Financial information relating to segment operations for the fiscal years ended September 30, 2005, 2004 and 2003, is set forth in Note 17, “Segment Information” of our Notes to Consolidated Financial Statements.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

Financial information relating to foreign and domestic operations for the fiscal years ended September 30, 2005, 2004 and 2003, is set forth in Note 17, “Segment Information” of our Notes to Consolidated Financial Statements.

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ITEM 1A.  RISK FACTORS

Risks Related to our Business

We may experience quarterly and annual fluctuations in our net sales and operating results in the future, which may result in volatility in our stock price.

Our net sales and operating results may vary significantly from quarter to quarter and from year to year in the future.  A number of factors, many of which are outside of our control, may cause these variations, including:

•                  general economic uncertainties;

•                  fluctuations in demand for, and sales of, our products or prolonged downturns in the industries that we serve;

•                  ability of our suppliers to produce and deliver components and parts, including sole or limited source components, in a timely manner, in the quantity and quality desired and at the prices we have budgeted;

•                  timing or cancellation of customer orders and shipment scheduling;

•                  fluctuations in our product mix;

•                  foreign currency fluctuations;

•                  introductions of new products and product enhancements by our competitors, entry of new competitors into our markets, pricing pressures and other competitive factors;

•                  our ability to develop, introduce, manufacture and ship new and enhanced products in a timely manner without defects;

•                  rate of market acceptance of our new products;

•                  delays or reductions in customer purchases of our products in anticipation of the introduction of new and enhanced products by us or our competitors;

•                  our ability to control expenses;

•                  level of capital spending of our customers;

•                  potential obsolescence of our inventory; and

•                  costs related to acquisitions of technology or businesses.

In addition, we often recognize a substantial portion of our sales in the last month of the quarter.  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 and years may be below public market analysts’ or investors’ expectations, which would likely cause the price of our common 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.  These factors, as well as general economic and political conditions or investors’ concerns regarding the credibility of corporate financial statements and the accounting profession, may have a material adverse affect on the market price of our stock in the future.

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

Concerns about consumer and investor confidence, volatile corporate profits and reduced capital spending, international conflicts, terrorist and military activity, civil unrest and pandemic illness could cause a slowdown in customer orders or cause customer order cancellations.  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 political, social and economic conditions make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities.  In particular, it is difficult to develop and implement strategy, sustainable business models and efficient operations, as well as effectively manage supply chain relationships.  If such conditions persist, our business, financial condition and results of operations could suffer.

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

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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.  Some of these suppliers are relatively small private companies that may discontinue their operations at any time.  We typically purchase our components and materials through purchase orders and we have no guaranteed supply arrangement with any 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.  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, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders.

We rely exclusively on our own production capability to manufacture certain strategic components, optics and optical systems, 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 anticipated declines in the average selling prices of our products and, if we are unable to realize greater sales volumes and lower costs, our operating results may suffer.

Our future success depends on the continued growth of the markets for lasers, laser systems, precision optics 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 industry’s high quality, high priced supplier of laser systems.  We have, in the past, experienced decreases in the average selling prices of some of our products.  We anticipate that as competing products become more widely available, the average selling price of our products may decrease.  If we are unable to offset the anticipated decrease in our average selling prices 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 our products.  Furthermore, as average selling prices of our current products decline, 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 average selling prices 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 average selling prices (“ASPs”), so over time, we have to sell more units to maintain revenue levels.

Over the last three fiscal years, our research and development expenses have been in the range of 11% to 13% 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 effectively transfer production processes, 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.

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

For fiscal years 2005, 2004 and 2003, 65%, 61% and 61%, respectively, of our net sales were derived from customers outside of the Untied States.  We anticipate that foreign sales 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.  This may cause us to reduce our presence in certain countries, which may negatively affect the overall level of business in such countries.  The majority of our foreign sales occurs through our foreign sales subsidiaries and the remainder of our foreign sales result from exports to foreign distributors, resellers and customers.  Our foreign operations and sales are subject to a number of risks, including:

•                  longer accounts receivable collection periods;

•                  the impact of recessions in economies outside the United States;

•                  unexpected changes in regulatory requirements;

•                  certification requirements;

•                  environmental regulations;

•                  reduced protection for intellectual property rights in some countries;

•                  potentially adverse tax consequences;

•                  political and economic instability; and

•                  preference for locally produced products.

We are also subject to the risks of fluctuating foreign 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.

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.

We could become subject to litigation regarding intellectual property rights, which could seriously harm our business.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights.  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.  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:

•                  stop manufacturing, selling or using our products that use the infringed intellectual property;

•                  obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, although such license may not be available on reasonable terms, or at all; or

•                  redesign the products that use the technology.

If we are forced to take any of these actions, our business may be seriously harmed.  We do not have insurance to cover potential claims of this type.

We may, in the future, initiate claims or litigation against third parties for infringement of our proprietary rights to protect these 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.

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.

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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.

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 those expenses.

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 companies, including Newport Corporation; Excel Technology, Inc.; JDS Uniphase Corp.; Rofin-Sinar Technologies, Inc.; and Cymer, Inc., 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 that have more cash reserves 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 market 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.  As a result of the foregoing factors, we expect that competitive pressures may result in price reductions, reduced margins and loss of market share.

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 technical 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 such yields or product reliability, our business, operating results, financial condition and customer relationships would be adversely affected.  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.  If actual return rates and/or repair and replacement costs differ significantly from our estimates, adjustments to recognize additional cost of sales may be required in future periods.

Our customers may discover defects in our products after the products have been fully deployed and operated under 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:

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•                  loss of customers;

•                  increased costs of product returns and warranty expenses;

•                  damage to our brand reputation;

•                  failure to attract new customers or achieve market acceptance;

•                  diversion of development and engineering resources; and

•                  legal actions by our customers.

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 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, some of our suppliers may need at least six 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 may adversely impact our financial results and operations.

Our manufacturing strategy includes relying heavily on sourcing from contract manufacturers, including some performed at international sites located in Asia.  Our ability to resume internal manufacturing operations for certain products in a timely manner has been 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.  The inability of any contract manufacturer to meet our cost, quality, performance and availability standards could adversely impact our financial condition or results of operations.  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.

The inability to continue to reduce expenses and contain our costs could harm our operating results.

We are continuing efforts to reduce our expense structure.  Additional measures to contain costs and reduce expenses may be undertaken if revenues and market conditions do not continue to improve.  A number of factors could preclude us from successfully bringing costs and expenses in line with our revenues, such as our inability to accurately forecast business activities or deterioration of our revenues.  If we are unable to continue to reduce expenses and contain our costs, this could harm our operating results.

If we fail to manage our growth 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.  We continue to expand the scope of our operations domestically and internationally.  The growth in sales, combined with the challenges of managing geographically-dispersed operations, has placed, and our anticipated growth in future operations will continue to place, a significant strain on our management systems and resources.  The failure to effectively manage our growth could disrupt our business and harm our operating results.

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 we continue to evaluate potential strategic acquisitions of complementary companies, products and technologies.  In the event of any future acquisitions, we could:

•                  issue stock that would dilute our current stockholders’ percentage ownership;

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•                  pay cash;

•                  incur debt;

•                  assume liabilities; or

•                  incur expenses related to in-process research and development, impairment of goodwill and amortization.

These purchases also involve numerous risks, including:

•                  problems combining the acquired operations, technologies or products;

•                  unanticipated costs or liabilities;

•                  diversion of management’s attention from our core businesses;

•                  adverse effects on existing business relationships with suppliers and customers; and

•                  potential loss of key employees, particularly those of the purchased organizations.

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, 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, site and 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.

The adoption of certain environmental regulations will require us to redesign some of our products if we are to continue to be able to sell them in Europe.

The European Union has enacted The Restriction on Hazardous Substances in Electronic Equipment (“ROHS”) and Waste Electrical and Electronic Equipment (“WEEE”) directives that will require us to redesign some of our products if we are to continue selling them in Europe.  We have launched a major program to bring our products into compliance with ROHS and WEEE, but there can be no guarantee that we will be successful.  Failure to comply can result in the inability to sell non-compliant products into Europe, a market currently accounting for approximately one-third of our revenues, which would have a material adverse affect on our business and financial results.

Private companies outside of Europe, most notably in Japan, are undertaking similar “green initiatives.”  Noncompliance would result in similar risks.

If our facilities were to experience catastrophic loss, our operations would be seriously harmed.

Our facilities could be subject to a catastrophic loss from fire, flood, earthquake 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 at any of our 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, Delaware law, our Common Shares Rights Plan 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:

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•                  the ability of our board of directors to alter our bylaws without stockholder approval;

•                  limiting the ability of stockholders to call special meetings;

•                  limiting the ability of our stockholders to act by written consent; and

•                  establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

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.

Our common shares rights agreement permits the holders of rights to purchase shares of our common stock to exercise the stock purchase rights following an acquisition of or merger by us with another corporation or entity, following a sale of 50% or more of our consolidated assets or earning power, or the acquisition by an individual or entity of 20% or more of our common stock.  Our successor or acquirer is required to assume all of our obligations and duties under the common shares rights agreement, including in certain circumstances the issuance of shares of its capital stock upon exercise of the stock purchase rights.  The existence of our common shares rights agreement may have the effect of delaying, deferring or preventing a change of control and, as a consequence, may discourage potential acquirers from making tender offers for our shares.

Changes in tax rates or tax liabilities could affect future results.

As a global company, we are subject to taxation in the United States and various other countries.  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 with differing tax rates, changes in the valuation of our deferred tax assets and liabilities, or changes in the tax laws.  For example, recent U.S. legislation governing taxation of extraterritorial income (“ETI”) repealed certain export subsidies that were prohibited by the World Trade Organization and enacted different tax provisions.  These new tax provisions are not expected to fully offset the loss of the repealed tax provisions and, as a result, our U.S. tax liability may increase.  In addition, we are subject to regular examination of our income tax returns by the Internal Revenue Service and other tax authorities.  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 accruals, which could materially and adversely affect our results of operations.

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

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.  In addition, it has become more difficult and could be more expensive for us to obtain director and officer liability insurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties.  As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business.

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Risks related to our industry

Our market is unpredictable and characterized by rapid technological changes and evolving standards, 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 market is subject to rapid change, it is difficult to predict its potential size or future growth rate.  Our success in generating revenues in this market will depend on, among other things:

•                  maintaining and enhancing our relationships with our customers;

•                  the education of potential end-user customers about the benefits of lasers, laser systems and precision optics; and

•                  our ability to accurately predict and develop our products to meet industry standards.

For our fiscal years ended September 30, 2005, 2004 and 2003, our research and development costs were $57.5 million (11% of net sales), $62.7 million (13% of net sales) and $51.0 million (13% 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.  Our failure to address rapid technological changes in our markets could adversely affect our business and results of operations.

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

Our net sales depend in part 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 will 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 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.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.  PROPERTIES

At September 30, 2005, our primary locations were as follows:

We maintain sales and service offices under varying leases expiring from 2006 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.

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ITEM 3.  LEGAL PROCEEDINGS

Certain claims and lawsuits have been filed or are pending against us.  In the opinion of management, all such matters have been adequately provided for, are without merit, or are of such kind that if disposed of unfavorably, would not have a material adverse effect on our consolidated results of operations or financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

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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 National Market under the symbol “COHR.”  The following table sets forth the high and low closing prices for each quarterly period during the past two fiscal years as reported on the NASDAQ National Market.

The number of stockholders of record as of December 1, 2005 was 1,492.  No cash dividends have been declared or paid since Coherent was founded and we have no present intention to declare or pay cash dividends.  Our agreements with certain financial institutions restrict the payment of dividends on our Common Stock.  See Note 9, “Short-term Borrowings” in our Notes to Consolidated Financial Statements.

ITEM 6.  SELECTED FINANCIAL DATA

The following selected consolidated financial data for each of the last five fiscal years have been derived from our audited financial statements.  The following selected consolidated financial data reflects our former Medical segment as discontinued operations.  See Note 3, “Discontinued Operations” in our Notes to Consolidated Financial Statements.

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

(1)   Includes a $5.8 million after-tax charge for write-offs of inventory and open purchase commitments in our Lambda Physik segment.  Also includes a $1.6 million after-tax charge for the write-off of purchased in-process research and development (IPR&D) associated with the acquisitions of DEOS and MicroLas.

(2)   Includes a $79.2 million after-tax impairment charge on our Lumenis common stock; a $6.7 million after-tax asset impairment charge resulting primarily from a decision to cease most of our activities related to the telecom passives

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component market; a $3.0 million tax benefit relating to a refund of prior year taxes; a $1.0 million after-tax gain on sale of real estate; a $0.7 million after-tax and minority interest royalty revenues; and a $0.7 million after-tax and minority interest non-recurring favorable inventory adjustment.

(3)   Includes a $10.2 million impairment charge on our Lumenis common stock; a $9.2 million after-tax charge related to the termination of activities in our Telecom-Actives group; a $7.9 million after-tax charge for the write-down of manufacturing facilities and equipment to net realizable value due to excess capacity and consolidation of operations; a $6.3 million charge for the write-off of purchased IPR&D associated with our acquisition of Positive Light, Inc and step acquisition of Lambda Physik; a $5.6 million valuation allowance against Lambda Physik’s deferred tax assets; a $2.7 million after-tax impairment charge to write down our Lincoln, California facility to net realizable value; a $2.3 million after-tax charge to write down our loan to Picometrix, Inc. (“Picometrix”) to net realizable value; a $1.8 million, net of minority interest, impairment charge to write off goodwill associated with Lambda Physik’s lithography business; severance costs at Lambda Physik of $1.3 million, after-tax and net of minority interest; a $1.0 million after-tax charge related to early lease termination costs associated with our Santa Clara, California facility; a $2.1 million tax benefit relating to a refund of prior years’ taxes; a customer contract settlement fee of $2.0 million, after-tax and net of minority interest received by Lambda Physik; and a gain of $1.5 million related to the sale of 5.2 million shares of Lumenis, Ltd.

(4)   Fiscal 2004 included 53 weeks, whereas all other fiscal years presented included 52 weeks.  Includes $3.9 million of net sales from Picometrix, which was consolidated under Financial Accounting Standards Board Interpretation No. 46R; additionally, Picometrix’s net income of $0.5 million was eliminated through minority interest.  Fiscal 2004 also includes a $0.6 million after-tax gain on the sale of certain technology and a $2.0 million after-tax recovery on the sale of a previously impaired note receivable.

(5)   Includes a $4.1 million after-tax charge related to excess inventories as a result of the accelerated decommissioning of lithography lasers in Lambda Physik, a $2.7 million (net of minority interest of $0.1 million) after-tax charge associated with our decision to discontinue future product development and investments in the semiconductor lithography market within our Lambda Physik operating segment and a charge of $1.6 million for IPR&D related to our purchase of TuiLaser.  Fiscal 2005 also includes tax benefits of $1.4 million for increased use of export tax incentives and research and development (“R&D”) tax credits, $9.6 million for the reversal of a deferred tax valuation allowance related to our Lambda Physik segment and $0.5 million related to federal tax law changes enacted during fiscal 2005.

(6)   See Note 2, “Significant Accounting Policies” in our Notes to Consolidated Financial Statements for an explanation of the determination of the number of shares used in computing income (loss) per share.

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

The following discussion 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 risk 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.  See “Special Note Regarding Forward Looking Statements” at the beginning of this Annual Report.

KEY PERFORMANCE INDICATORS

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

Definitions and analysis of these performance indicators are as follows:

Bookings

Bookings represent orders expected to be shipped within 12 months.  Bookings are generally cancelable by our customers without substantial penalty and, historically, we have not experienced a significant rate of cancellation.  Bookings for a period are calculated by adding current period net sales to the increase or decrease in ending backlog during the period.

In our Electro-Optics segment, fiscal 2005 bookings decreased 0.2% from fiscal 2004.  Decreases in current year bookings, compared to fiscal 2004, in the scientific and government programs, microelectronics and OEM components and instrumentation markets were offset by increases in the graphic arts and display and materials processing markets.  Fiscal 2004 bookings increased 26.6% from fiscal 2003, with increases in the microelectronics, scientific and government programs, OEM components and instrumentation and materials processing markets, partially offset by decreases in the graphic arts and display market.

Bookings in the scientific and government programs market decreased in fiscal 2005, but remained solid.  Within the research market, our Chameleon product line continues to do well with record bookings in the fourth quarter of fiscal 2005, fueled by the release of the Chameleon Ultra early in the fourth quarter.  The Chameleon Ultra is the highest performing laser for power and wavelength tenability in its class. These performance characteristics are critically important for applications like biological imaging as they influence detection resolution and sensitivity.  On a geographical basis, the European and U.S. markets were slower, while the Asian market was stronger, particularly among the Pacific rim countries.

Although microelectronics bookings decreased from fiscal 2004, they still continue to be strong as a direct result of our prior investment decisions. Today, a significant portion of our revenue is derived from sales to customers investing in emerging manufacturing technologies.  This has allowed us to withstand recent downturns in capacity-driven demand.  Our advanced packaging market experienced strong demand for ultraviolet lasers used in direct imaging of printed circuit boards and orders for lasers used in silicon drilling for the semiconductor back-end and glass cutting for flat panel displays also increased.  During the third quarter of fiscal 2005, we launched a number of new products at LASER 2005 in Munich including our new AVIA 355-20^ä.  It is the first all-solid-state Q-switched laser to offer 20W of 355nm ultraviolet output at 100 kHz.  The

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combination of high power and high pulse rate translates directly into higher processing speeds for microelectronics applications such as via drilling, processing low-k dielectrics, large-area solar cell scribing and chip singulation.  In the TFT annealing market, our excimer lasers remain the industry standard, but could soon be joined by our high-power solid-state green lasers.  The interest in green lasers has increased due to the depth of penetration (i.e. more of the bulk amorphous material is converted to the performance-enhancing crystalline structure), the smaller footprint and reduced power consumption of solid-state lasers as well as the potential for much longer operating lifetimes. The use of green light also relaxes demand on optical components, such as mirrors and lenses, when compared to ultraviolet light.  All of these lead to reduced manufacturing costs for flat panel producers.

Bookings in the OEM components and instrumentation market decreased from the prior year due primarily to delays in new product releases by a few customers.  On the product front, we introduced the Compass 115M^ä, a low power, continuous wave, 532nm laser optimized for OEM applications in bioinstrumentation and inspection.  This laser enables a new generation of economical instrumentation at lower power levels than our prior Compass models, but with a 30% cost reduction over these earlier models. Typical applications in bioinstrumentation for the Compass 115M include flow-cytometry, confocal microscopy and spectroscopy.

Bookings in the graphic arts and display market increased significantly, with most of the increase occurring in the fourth quarter.  The significant upswing was due, in large part, to an annual purchase of a recently released product platform.  The new device architecture is a multiple element semiconductor laser, which facilitates rapid exposure of high volume printing plates.  We view this platform as transformational and envision future versions playing a role in other markets including microelectronics, instrumentation and materials processing.

Bookings in the materials processing market increased year-over-year as photonic applications continue to drive capabilities and yield improvements.  Demand was strongest for technologies used in marking and engraving for product identification, lot coding and consumer safety.  The geographic distribution of orders was more balanced in fiscal 2005.  The Asian market, particularly China, had a very strong first half of fiscal 2005.  The growth cooled in the second half due to credit tightening and trade quotas on Chinese textile exports.  The U.S. and European markets picked up in the second half as manufacturers sought to right size their capacity models.  We continue to view the materials processing market as one of the highest growth areas over the next decade.

In our Lambda Physik segment, fiscal 2005 bookings increased 25.9% from fiscal 2004.  Bookings increased primarily in the industrial and scientific and medical markets.  Fiscal 2004 bookings increased 39.1% from fiscal 2003, with bookings increases in the industrial and scientific and medical markets partially offset by decreases in the lithography market.

Fiscal 2005 industrial bookings increased due to higher service business and solid orders in the TFT market.  We continue to make advances in the TFT market with the introduction of the new LSX series.  The first laser in the series, the LSX315C, provides substantial optical performance improvement over its predecessor in terms of pulse-to-pulse stability and timing. Additionally, tube lifetime and serviceability have been improved.  During the third fiscal quarter of 2005, we introduced the new COMPexPro^ä 1000 excimer laser, which combines the economy of a mid-sized laser platform with the high repetition rate and long lifetime previously available only from high-end products.  The high repetition rate of this new laser enables increased process speed for a number of micromachining, drilling, direct write and inspection applications such as drilling ink jet nozzles and inspecting semiconductor photomasks.  We continue to drive significantly lower cost of ownership for our customers, which is particularly beneficial for those customers running continuous applications that can easily consume several billion pulses per year.

Bookings in the scientific and medical market increased significantly.  Medical OEM orders reached an all-time high and led all segments within our excimer business primarily due to the acquisition of TuiLaser.  Annual purchase contracts from several accounts and new technology platforms were the drivers of growth and we also saw broad geographic participation.  On the scientific side, we are beginning to reap the benefits of the sales force integration we launched earlier in 2005.  We are also experiencing renewed interest from the scientific market stemming from laser-assisted deposition of exotic materials.  While still in a research mode, these techniques could rapidly migrate into the commercial realm.

Net Sales

Net sales include sales of lasers, precision optics, related accessories and service contracts.  Net sales for fiscal 2005 decreased 0.2% in our Electro-Optics segment and increased 26.0% in our Lambda Physik segment from fiscal 2004.  Net sales for fiscal 2004 increased 26.2% in our Electro-Optics segment and 4.6% in our Lambda Physik segment from fiscal 2003.  For a more complete description of the reasons for changes in net sales refer to the “Results of Operations” section of this Annual Report.

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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 in fiscal 2005 increased from 44.2% to 46.9% in our Electro-Optics segment and decreased from 30.9% to 24.0% in our Lambda Physik segment from fiscal 2004.  Gross profit percentage in fiscal 2004 increased from 39.2% to 44.2% in our Electro-Optics segment and increased from 26.2% to 30.9% in our Lambda Physik segment from fiscal 2003.  For a more complete description of the reasons for changes in gross profit refer to the “Results of Operations” section of this Annual Report.

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 from 12.7% in fiscal 2004 to 11.1% in fiscal 2005 and increased from 12.6% in fiscal 2003 to 12.7% in fiscal 2004.  For a more complete description of the reasons for changes in R&D percentage refer to the “Results of Operations” section of this Annual Report.

Net Cash Provided by Continuing Operating Activities

Net cash provided by continuing 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, including tax refunds, over cash paid to our vendors for expenses and inventory purchases to run our business.  This amount represents cash generated by current operations to pay for equipment, technology, and other investing activities, to repay debt, fund acquisitions and for other financing purposes.  We believe this is an important performance indicator since cash generation over the long term is essential to maintaining a healthy business and providing funds to help fuel growth.  We believe generating positive cash from operations is an indication that our products are achieving a high level of customer satisfaction and we are appropriately monitoring our expenses, inventory levels and cash collection efforts.

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.  This indicates how well we are managing our collection of receivables, with lower DSO in receivables resulting in more cash flow available.  The more money we have tied up in receivables, the less money we have available for research and development, acquisitions, expansions, marketing and other activities to grow our business.  Our DSO in receivables for fiscal 2005 decreased 9.3 days from fiscal 2004 to 61.1 days.  The improvement in DSO in receivables is primarily due to improved collections, including the centralization of U.S. credit departments and lower Japanese longer term receivables.

Days Sales Outstanding in Inventories

We calculate DSO in inventories as net inventories at the end of the period divided by net sales of the period and then multiplied by the number of days in the period, using 360 days for years.  This indicates how well we are managing our inventory levels, with lower DSO in inventories resulting in more cash flow available.  The more money we have tied up in inventory, the less money we have available for research and development, acquisitions, expansion, marketing and other activities to grow our business.  Our DSO in inventories for fiscal 2005 decreased 4.6 days from fiscal 2004 to 71.6 days.  The improvement in DSO in inventories is primarily due to a $6.8 million charge for excess Lambda Physik inventories in fiscal 2005 (4.8 days) and better management of inventory levels in relation to sales volumes.

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.  This indicates the extent to which we are expanding or modernizing 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 9.4% in fiscal 2004 to 3.4% in fiscal 2005 and increased from 6.3% in fiscal 2003 to 9.4% in fiscal 2004, primarily due to the purchase of our previously leased facility in Santa Clara, California, in the first quarter of fiscal 2004.  We anticipate that capital spending for fiscal 2006 will be approximately 5% of net sales.

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SIGNIFICANT EVENTS

In December 2004, our Lambda Physik subsidiary decided to discontinue future product development and investments in the semiconductor lithography market.  As a result, during the first quarter of fiscal 2005, we recognized a charge of $3.1 million (net of minority interest of $0.1 million) primarily related to recognizing write-downs of excessive and obsolete inventories, exiting certain purchase commitments and charges related to government grants.  We anticipate this decision will also result in re-deployment of a portion of Lambda’s lithography future R&D dollars into the most promising growth areas of Lambda Physik’s Industrial and Scientific/Medical markets.

On June 3, 2003, we initiated a tender offer to purchase the 5,250,000 (39.62%) outstanding shares of our Lambda Physik subsidiary owned by other shareholders (the minority interest) for approximately $10.50 per share.  Through the end of fiscal 2004, we purchased a total of 4,588,500 outstanding shares for approximately $49.0 million, resulting in a total ownership percentage of 95.01% (inclusive of shares previously owned).  During the second quarter of fiscal 2005, we acquired the remaining 661,500 outstanding shares for approximately $11.8 million, resulting in our full ownership of Lambda Physik.

In fiscal 2005, we recorded a reduction of $11.6 million of valuation allowance on Lambda Physik’s deferred tax assets as we believe that it is more likely than not that we will be able to realize these assets.  In accordance with SFAS No. 109 “Accounting for Income Taxes,” $1.4 million of the reversal was applied against intangible assets, $0.6 million was applied against goodwill recognized from the final step acquisition of Lambda Physik and the remaining $9.6 million was recorded as a tax benefit during the second quarter of fiscal 2005.

On June 13, 2005, we acquired privately held TuiLaser AG (Munich, Germany), a designer and manufacturer of excimer and advanced solid-state lasers, for approximately $26.0 million (net of cash acquired of $7.7 million).  As a result of the acquisition, we expect to increase our product offerings and market share, as well as capitalize on operational synergies.  The operating results of TuiLaser have been included in our consolidated financial statements from the date of acquisition.

On July 8, 2005, our wholly owned Lambda Physik subsidiary completed the sale of its fifty percent joint venture interest in XTREME Technologies GmbH to USHIO, Inc. of Tokyo, Japan for approximately $3.9 million.  We recognized a gain of $1.1 million during the fourth quarter of fiscal 2005 resulting from the sale.  The transaction is in line with our previously communicated decision to discontinue future product development and investments in the semiconductor lithography market.

During the fourth quarter of fiscal 2005, we recognized an after-tax charge of $4.1 million related to excess inventories as a result of the accelerated decommissioning of lithography lasers, following a decision that we will no longer offer lithography service contracts after December 31, 2005.

In September 2005, our Board of Directors authorized a share repurchase program of up to 1.5 million shares of our common stock. These purchases may be made from time to time in both open market and private transactions, as conditions warrant.  The repurchase program is expected to remain in effect through September 30, 2007, unless earlier terminated or completed.  During the year ended September 30, 2005, no purchases were made under this program.

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RESULTS OF OPERATIONS—YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003

Fiscal 2004 included 53 weeks, whereas fiscal 2005 and fiscal 2003 included 52 weeks.

Consolidated Summary

Refer to Item 6 “Selected Financial Data” for a description of significant events that impacted the results of operations for fiscal years 2005, 2004 and 2003.

Net Sales

The following table sets forth, for the periods indicated, the amount of net sales for our operating segments and their relative percentages of total net sales.