IPGP 10-Q Quarterly Report March 31, 2023

IPG PHOTONICS CORP

10-Qs and 10-Ks

10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on April 7, 2025
DEF 14A	Filed on May 9, 2024
DEF 14A	Filed on April 13, 2023
DEF 14A	Filed on April 6, 2022
DEF 14A	Filed on April 9, 2021
DEF 14A	Filed on April 7, 2020
DEF 14A	Filed on April 5, 2019
DEF 14A	Filed on April 10, 2018
DEF 14A	Filed on April 5, 2017
DEF 14A	Filed on April 5, 2016
DEF 14A	Filed on April 7, 2015
DEF 14A	Filed on April 15, 2014
DEF 14A	Filed on April 15, 2013
DEF 14A	Filed on April 16, 2012
DEF 14A	Filed on April 14, 2011
DEF 14A	Filed on April 15, 2010

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2023

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

For the transition period from to .

Commission File Number 001-33155

IPG PHOTONICS CORP ORATION

(Exact name of registrant as specified in its charter)


Delaware			04-3444218
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification Number)

377 Simarano Drive , Marlborough , Massachusetts			01752
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: ( 508 ) 373-1100

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	IPGP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

Large Accelerated Filer

☑

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 1, 2023, there were 47,305,582 shares of the registrant's common stock outstanding.

TABLE OF CONTENTS



Part I. Financial Information			1
Item 1. Unaudited Interim Financial Statements			1
Condensed Consolidated Balance Sheets: March 3 1 , 202 3 and December 31, 20 2 2			1
Condensed Consolidated Statements of Income: Three Months Ended March 3 1 , 202 3 and 202 2			2
Condensed Consolidated Statements of Comprehensive Income: Three Months Ended March 3 1 , 202 3 and 202 2			3
Condensed Consolidated Statements of Cash Flows: Three Months Ended Ma rch 3 1 , 202 3 and 202 2			4
Condensed Consolidated Statements of Equity: Three Months Ended March 31 , 202 3 and 20 2 2			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			27
Part II. Other Information			28
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			29
Item 4. Mine Safety Disclosures			29
Item 5. Other Information			29
Item 6. Exhibits			29
Signatures			30

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. UNAUDITED INTERIM FINANCIAL STATEMENTS

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,		December 31,
	2023		2022
	(In thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	521,137	$	698,209
Short-term investments	548,473		479,374
Accounts receivable, net	236,575		211,347
Inventories	506,149		509,363
Prepaid income taxes	47,054		40,934
Prepaid expenses and other current assets	56,199		47,047

Total current assets	1,915,587		1,986,274
Deferred income taxes, net	59,089		75,152
Goodwill	38,388		38,325
Intangible assets, net	32,104		34,120
Property, plant and equipment, net	594,273		580,561
Other assets	31,715		28,848
Total assets	$	2,671,156	$	2,743,280
LIABILITIES AND EQUITY
Current liabilities:


Current portion of long-term debt	$	15,734	$	16,031
Accounts payable	40,902		46,233
Accrued expenses and other current liabilities	189,786		202,764

Income taxes payable	3,100		9,618
Total current liabilities	249,522		274,646
Other long-term liabilities and deferred income taxes	83,109		83,274

Total liabilities	332,631		357,920

Commitments and contingencies (Note 11)
IPG Photonics Corporation equity:
Common stock, $ 0.0001 par value, 175,000,000 shares authorized; 56,183,735 and 47,305,551 shares issued and outstanding, respectively, at March 31, 2023; 56,017,672 and 48,138,257 shares issued and outstanding, respectively, at December 31, 2022.	6		6
Treasury stock, at cost, 8,878,184 and 7,879,415 shares held at March 31, 2023 and December 31, 2022, respectively.	( 1,051,103 )		( 938,009 )
Additional paid-in capital	957,103		951,371
Retained earnings	2,636,651		2,576,516
Accumulated other comprehensive loss	( 204,132 )		( 204,524 )


Total equity	2,338,525		2,385,360
Total liabilities and equity	$	2,671,156	$	2,743,280

See notes to condensed consolidated financial statements.

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IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended March 31,
	2023		2022
	(In thousands, except per share data)
Net sales	$	347,174	$	369,979
Cost of sales	200,236		198,158
Gross profit	146,938		171,821
Operating expenses:
Sales and marketing	21,088		20,374
Research and development	22,770		33,450
General and administrative	30,128		30,664



Other restructuring charges	181		—
Gain on foreign exchange	( 2,655 )		( 5,810 )
Total operating expenses	71,512		78,678
Operating income	75,426		93,143
Other income (expense), net:
Interest income (expense), net	7,533		( 70 )
Other income (expense), net	331		( 236 )
Total other income (expense)	7,864		( 306 )
Income before provision for income taxes	83,290		92,837
Provision for income taxes	23,155		23,209
Net income	60,135		69,628
Less: net income attributable to non-controlling interests	—		56
Net income attributable to IPG Photonics Corporation common stockholders	$	60,135	$	69,572
Net income attributable to IPG Photonics Corporation per common share:
Basic	$	1.26	$	1.32
Diluted	$	1.26	$	1.31
Weighted average common shares outstanding:
Basic	47,542		52,810
Diluted	47,776		53,100

See notes to condensed consolidated financial statements.

Table of Contents

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Net income	$	60,135	$	69,628
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments and other	481		( 39,326 )

Unrealized (loss) gain on derivatives	( 89 )		213


Total other comprehensive income (loss)	392		( 39,113 )
Comprehensive income	60,527		30,515
Less: comprehensive income attributable to non-controlling interests	—		361
Comprehensive income attributable to IPG Photonics Corporation	$	60,527	$	30,154

See notes to condensed consolidated financial statements.

Table of Contents

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Cash flows from operating activities:
Net income	$	60,135	$	69,628
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	17,889		23,435
Deferred income taxes	16,106		( 3,397 )
Stock-based compensation	9,576		9,994


Unrealized gain on foreign currency transactions	( 1,877 )		( 2,393 )

Other	( 4,244 )		2,368
Provisions for inventory, warranty and bad debt	17,214		16,142
Changes in assets and liabilities that (used) provided cash, net of acquisitions:
Accounts receivable	( 24,642 )		2,621
Inventories	( 8,989 )		( 50,951 )
Prepaid expenses and other assets	( 10,419 )		3,052
Accounts payable	( 4,600 )		( 8,448 )
Accrued expenses and other liabilities	( 19,120 )		( 31,448 )
Income and other taxes payable	( 9,749 )		( 14,180 )

Net cash provided by operating activities	37,280		16,423
Cash flows from investing activities:
Purchases of and deposits on property, plant and equipment	( 33,404 )		( 25,177 )

Proceeds from sales of property, plant and equipment	1,600		428
Purchases of short-term investments	( 343,820 )		( 475,435 )
Proceeds from short-term investments	279,499		505,818
Acquisitions of businesses, net of cash acquired	—		( 2,000 )

Other	107		( 1,164 )
Net cash (used in) provided by investing activities	( 96,018 )		2,470
Cash flows from financing activities:




Principal payments on long-term borrowings	( 298 )		( 964 )
Proceeds from issuance of common stock under employee stock option and purchase plans less payments for taxes related to net share settlement of equity awards	( 3,844 )		( 724 )


Purchase of treasury stock, at cost	( 113,094 )		( 78,757 )


Net cash used in financing activities	( 117,236 )		( 80,445 )
Effect of changes in exchange rates on cash and cash equivalents	( 1,098 )		( 5,036 )
Net decrease in cash and cash equivalents	( 177,072 )		( 66,588 )
Cash and cash equivalents — Beginning of period	698,209		709,105
Cash and cash equivalents — End of period	$	521,137	$	642,517
Supplemental disclosure of cash flow information:
Cash paid for interest	$	525	$	857
Cash paid for income taxes	$	19,203	$	25,423
Non-cash transactions:
Demonstration units transferred from inventory to other assets	$	1,499	$	917
Inventory transferred to machinery and equipment	$	( 554 )	$	780
Changes in accounts payable related to property, plant and equipment	$	1,109	$	( 646 )
Leased assets obtained in exchange for new operating lease liabilities	$	457	$	4,229

See notes to condensed consolidated financial statements.

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IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY


	Three Months Ended March 31,
	Common Stock			Treasury Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Non- controlling Interest		Total Stockholders' Equity
(In thousands, except share data)	Shares	Amount		Shares	Amount
Balance, January 1, 2023	48,138,257	$	6	( 7,879,415 )	$	( 938,009 )	$	951,371	$	2,576,516	$	( 204,524 )	$	—	$	2,385,360
Exercise of stock options and vesting of RSUs and PSUs, net of shares withheld for taxes	166,063	—		—	—		( 3,844 )		—		—		—		( 3,844 )

Purchased common stock	( 998,769 )	—		( 998,769 )	( 113,094 )		—		—		—		—		( 113,094 )
Stock-based compensation	—	—		—	—		9,576		—		—		—		9,576


Net income	—	—		—	—		—		60,135		—		—		60,135
Foreign currency translation adjustments and other	—	—		—	—		—		—		481		—		481

Unrealized loss on derivatives, net of tax	—	—		—	—		—		—		( 89 )		—		( 89 )

Balance, March 31, 2023	47,305,551	$	6	( 8,878,184 )	$	( 1,051,103 )	$	957,103	$	2,636,651	$	( 204,132 )	$	—	$	2,338,525

Balance, January 1, 2022	53,010,265	$	6	( 2,777,981 )	$	( 438,503 )	$	908,423	$	2,466,607	$	( 189,951 )	$	639	$	2,747,221
Exercise of stock options and vesting of RSUs and PSUs, net of shares withheld for taxes	133,316	—		—	—		( 724 )		—		—		—		( 724 )

Purchased common stock	( 601,115 )	—		( 601,115 )	( 78,757 )		—		—		—		—		( 78,757 )
Stock-based compensation	—	—		—	—		9,994		—		—		—		9,994

Net income	—	—		—	—		—		69,572		—		56		69,628
Foreign currency translation adjustments and other	—	—		—	—		—		—		( 39,631 )		305		( 39,326 )
Unrealized gain on derivatives, net of tax	—	—		—	—		—		—		213		—		213

Balance, March 31, 2022	52,542,466	$	6	( 3,379,096 )	$	( 517,260 )	$	917,693	$	2,536,179	$	( 229,369 )	$	1,000	$	2,708,249

See notes to condensed consolidated financial statements.

Table of Contents

IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared by IPG Photonics Corporation, or "IPG", "its" or the "Company". Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements include the Company's accounts and those of its subsidiaries. All intercompany balances have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

In the opinion of the Company's management, the financial information for the interim periods presented reflects all adjustments necessary for a fair presentation of the Company's financial position, results of operations and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year.

Accounts Receivable and Allowance for Doubtful Accounts — The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance is based upon an estimate of expected credit losses over the life of outstanding receivables. The estimate involves an assessment of customer creditworthiness, historical payment experience, an assumption of future expected credit losses, and the age of outstanding receivables.

Activity related to the allowance for doubtful accounts was as follows:


	Three Months Ended March 31,
	2023		2022
Balance, beginning of period	$	2,639	$	2,108
Provision for bad debts, net of (recoveries)	( 209 )		( 146 )
Uncollectable accounts written off	( 50 )		( 1 )
Foreign currency translation	( 17 )		( 24 )
Balance, end of period	$	2,363	$	1,937

Comprehensive Income — Comprehensive income includes charges and credits to equity that are not the result of transactions with stockholders. Included within comprehensive income is the cumulative foreign currency translation adjustment and unrealized gains or losses on derivatives. These adjustments are accumulated within the condensed consolidated statements of comprehensive income.

Table of Contents

IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

Total components of accumulated other comprehensive loss were as follows:


	Foreign currency translation adjustments and other		Unrealized gain (loss) on derivatives, net of tax		Total
Balance, January 1, 2023	$	( 204,676 )	$	152	$	( 204,524 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments and other, net of tax expense of $ 35	481		—		481
Unrealized loss on derivatives, net of tax benefit of $ 26	—		( 89 )		( 89 )
Total other comprehensive income (loss)	481		( 89 )		392
Balance, March 31, 2023	$	( 204,195 )	$	63	$	( 204,132 )

Balance, January 1, 2022	$	( 189,767 )	$	( 184 )	$	( 189,951 )
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments and other, net of tax expense of $ 44	( 39,631 )		—		( 39,631 )
Unrealized gain on derivatives, net of tax expense of $ 66	—		213		213
Total other comprehensive (loss) income	( 39,631 )		213		( 39,418 )
Balance, March 31, 2022	$	( 229,398 )	$	29	$	( 229,369 )

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Sales are derived from products for different applications: fiber lasers, diode lasers, systems and accessories for materials processing; fiber lasers, diodes and amplifiers for advanced applications; and fiber lasers, systems and fibers for medical applications.

The following tables represent a disaggregation of revenue from contracts with customers:


	Three Months Ended March 31,
	2023		2022
Sales by Application
Materials processing	$	312,969	$	338,963
Other applications	34,205		31,016
Total	$	347,174	$	369,979




Sales by Product
High Power Continuous Wave ("CW") Lasers	$	154,034	$	167,691
Medium Power CW Lasers	13,839		23,668
Pulsed Lasers	56,147		66,932
Quasi-Continuous Wave ("QCW") Lasers	11,282		12,780
Laser and Non-Laser Systems	41,384		34,597
Other Revenue including Amplifiers, Service, Parts, Accessories and Change in Deferred Revenue	70,488		64,311
Total	$	347,174	$	369,979

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)


	Three Months Ended March 31,
	2023		2022
Sales by Geography
North America	$	76,080	$	77,225
Europe:
Germany	19,833		27,417
Other Europe	80,420		80,000
Asia:
China	101,287		129,748
Japan	21,618		12,886
Other	43,654		38,675
Rest of World	4,282		4,028
Total	$	347,174	$	369,979




Timing of Revenue Recognition
Goods and services transferred at a point in time	$	333,125	$	355,415
Goods and services transferred over time	14,049		14,564
Total	$	347,174	$	369,979

One of the Company's customers accounted for 16 % and 14 % of the Company's net accounts receivable as of March 31, 2023 and December 31, 2022, respectively.

The Company enters into contracts to sell lasers and spare parts, for which revenue is generally recognized upon shipment or delivery, depending on the terms of the contract. The Company also provides installation services and extended warranties. The Company frequently receives consideration from a customer prior to transferring goods to the customer under the terms of a sales contract. The Company records customer deposits related to these prepayments, which represent a contract liability. The Company also records deferred revenue related to installation services when consideration is received before the services have been performed. The standalone selling price for installation services is determined based on the estimated number of days of service technician time required for installation at standard service rates. The Company recognizes customer deposits and deferred revenue as net sales after control of the goods or services has been transferred to the customer and all revenue recognition criteria are met. The Company bills customers for extended warranties upon entering into the agreement with the customer, resulting in deferred revenue that is recognized over the period of the extended warranty contract. The Company recognizes revenue over time on contracts for the sale of large scale materials processing systems. The timing of customer payments on these contracts generally differs from the timing of revenue recognized. If revenue recognized exceeds customer payments, a contract asset is recorded and if customer payments exceed revenue recognized, a contract liability is recorded. Contract assets are included within prepaid expense and other current assets on the condensed consolidated balance sheets. Contract liabilities are included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. Certain deferred revenues related to extended warranties in excess of one year from the balance sheet date are included within other long-term liabilities and deferred income taxes on the condensed consolidated balance sheets.

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

The following table reflects the changes in the Company's contract assets and liabilities for the three months ended March 31, 2023 and 2022:


	March 31,		January 1,				March 31,		January 1,
	2023		2023		Change		2022		2022		Change

Contract assets
Contract assets	$	13,806	$	8,620	$	5,186	$	9,842	$	9,345	$	497
Contract liabilities
Contract liabilities - current	82,903		80,068		2,835		94,418		89,659		4,759
Contract liabilities - long-term	3,020		3,142		( 122 )		2,770		2,691		79

During the three months ended March 31, 2023 and 2022 the Company recognized revenue of $ 29,012 and $ 21,024 , respectively, that was included in contract liabilities at the beginning of each period.

The following table represents the Company's remaining performance obligations from contracts that are recognized over time as of March 31, 2023:


	Remaining Performance Obligations
	2023 (a)		2024		2025		2026		2027		Thereafter		Total
Revenue expected to be recognized for extended warranty agreements	$	2,656	$	1,570	$	1,017	$	668	$	280	$	29	$	6,220
Revenue to be earned over time from contracts to sell large scale materials processing systems	22,309		5,667		—		—		—		—		27,976
Total	$	24,965	$	7,237	$	1,017	$	668	$	280	$	29	$	34,196

(a) For the nine-month period beginning April 1, 2023.

3. FAIR VALUE MEASUREMENTS

The Company's financial instruments consist of cash equivalents, short-term investments, accounts receivable, accounts payable, drawings on revolving lines of credit, long-term debt and interest rate swaps.

The valuation techniques used to measure fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company classifies its financial instruments according to the prescribed criteria.

The fair value of money market fund deposits, term deposits, accounts receivable, accounts payable and drawings on revolving lines of credit is reasonably close to their carrying amounts due to the short maturity of most of these instruments or as a result of the competitive market interest rates, which have been negotiated. The fair value of the Company's commercial paper, corporate bonds, U.S. Treasury and agency obligations and term deposits are based on level 2 inputs.

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

The following table presents fair value information related to the Company's assets and liabilities measured at amortized cost on the condensed consolidated balance sheets with the exception of the interest rate swap, which are measured at fair value:


	Fair Value Measurements at March 31, 2023
	Total		Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market fund deposits	$	117,102	$	117,102	$	—	$	—
Commercial paper	74,846		—		74,846		—
Term deposits	27,061		—		27,061		—


Short-term investments:
Commercial paper	397,022		—		397,022		—
Corporate bonds	76,530		—		76,530		—
U.S. Treasury and agency obligations	71,432		—		71,432		—

Term deposits	3,009		—		3,009		—

Other assets:


Interest rate swap	83		—		83		—
Total assets	$	767,085	$	117,102	$	649,983	$	—
Liabilities
Term debt	$	15,734	$	—	$	15,734	$	—



Total liabilities	$	15,734	$	—	$	15,734	$	—
























	Fair Value Measurements at December 31, 2022
	Total		Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market fund deposits	$	195,654	$	195,654	$	—	$	—
Commercial paper	94,661		—		94,661		—
Term deposits	68,827		—		68,827		—
Corporate bonds	1,497		—		1,497		—

Short-term investments:
Commercial paper	363,991		—		363,991		—
Corporate bonds	65,022		—		65,022		—
U.S. Treasury and agency obligations	39,611		—		39,611		—

Term deposits	10,113		—		10,113		—

Other assets:


Interest rate swaps	198		—		198		—
Total assets	$	839,574	$	195,654	$	643,920	$	—
Liabilities
Term debt	$	16,031	$	—	$	16,031	$	—


Total liabilities	$	16,031	$	—	$	16,031	$	—

Short-term investments consist of liquid investments with original maturities of greater than three months but less than one year and are recorded at amortized cost. There were no impairments for the investments considered held-to-maturity during the quarters ended March 31, 2023 and 2022. There were no current expected credit loss allowances for the investments considered held-to-maturity at March 31, 2023 and 2022. The Company holds highly-rated held-to-maturity instruments that are within one year of maturity.

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

The following table presents the effective maturity dates of debt investments, which are held-to-maturity:


	March 31, 2023				December 31, 2022
	Book Value		Fair Value		Book Value		Fair Value
Investment maturity

Less than 1 year	$	548,473	$	547,993	$	479,374	$	478,737

The Company entered into an interest rate swap that is designated as a cash flow hedge associated with a long-term note issued during the second quarter of 2016 that will terminate with the long-term note in May 2023. The fair value at March 31, 2023 for the interest rate swap considered pricing models whose inputs are observable for the securities held by the Company.

At March 31, 2023 and December 31, 2022, the Company's long-term note is a variable rate note. The carrying value of the note approximates the estimated fair value of $ 15,734 and $ 16,031 , respectively. The long-term note was reported at amortized cost on the condensed consolidated balance sheets and was classified within Level 2 of the fair value hierarchy.

4. INVENTORIES

Inventories consist of the following:


	March 31,		December 31,
	2023		2022
Components and raw materials	$	308,357	$	322,506
Work-in-process	39,603		18,911
Finished goods	158,189		167,946
Total	$	506,149	$	509,363

The Company recorded inventory provisions totaling $ 12,096 and $ 10,781 for the three months ended March 31, 2023 and 2022, respectively. These provisions relate to the recoverability of the value of inventories due to technological changes and excess quantities. These provisions are reported as a reduction to components and raw materials, work-in-process and finished goods.

5. RESTRUCTURING

In the fourth quarter of 2022, the Company implemented a restructuring program at its Russian subsidiary. The program resulted in personnel-related restructuring charges of $ 181 for the three months ended March 31, 2023. All personnel-related restructuring charges are expected to be paid within 12 months. There was no restructuring related activity for the three months ended March 31, 2022.

The restructuring accrual was included in accrued expenses and other current liabilities in the Company's condensed consolidated balance sheets. Activity related to the restructuring accrual was as follows:


	Three Months Ended March 31,
	2023
Balance, beginning of period	$	4,869
Charges	181
Cash payments	( 1,758 )
Foreign exchange adjustment	( 367 )
Balance, end of period	$	2,925

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

6. GOODWILL AND INTANGIBLES

The following table sets forth the changes in the carrying amount of goodwill:


	Three Months Ended March 31,
	2023		2022
Balance, beginning of period	$	38,325	$	38,609
Goodwill arising from business combinations	—		1,000


Foreign exchange adjustment	63		132

Balance, end of period	$	38,388	$	39,741

Intangible assets, subject to amortization, consisted of the following:


	March 31, 2023							December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Lives
Customer relationships	$	48,186	$	( 22,816 )	$	25,370	11 years	$	48,155	$	( 21,734 )	$	26,421	11 years
Technology, trademark and trade name	30,222		( 23,892 )		6,330		7 years	30,360		( 23,189 )		7,171		7 years
Production know-how	9,133		( 8,919 )		214		7 years	9,109		( 8,818 )		291		7 years
Patents	8,034		( 7,844 )		190		8 years	8,034		( 7,797 )		237		8 years
Total	$	95,575	$	( 63,471 )	$	32,104		$	95,658	$	( 61,538 )	$	34,120

Amortization expense for the three months ended March 31, 2023 and 2022 was $ 2,021 and $ 3,021 , respectively. The estimated future amortization expense for intangibles for the remainder of 2023 and subsequent years is as follows:


2023 (a)		2024		2025		2026		2027		Thereafter		Total
$	5,873	$	5,554	$	4,977	$	4,216	$	4,004	$	7,480	$	32,104

(a) For the nine-month period beginning April 1, 2023.

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

7. OTHER LIABILITIES

Accrued expenses and other current liabilities consist of the following:


	March 31,		December 31,
	2023		2022
Contract liabilities	$	82,903	$	80,068
Accrued compensation	60,311		78,251
Current portion of accrued warranty	28,813		28,504

Short-term lease liabilities	5,037		5,234
Other	12,722		10,707
Total	$	189,786	$	202,764

Other long-term liabilities and deferred income taxes consist of the following:


	March 31,		December 31,
	2023		2022
Accrued warranty	$	25,026	$	24,358
Transition tax related to 2017 U.S. tax reform act	19,874		19,874
Long-term lease liabilities	15,869		16,787
Unrealized tax benefits	15,805		15,841
Deferred income taxes	1,477		1,469
Other	5,058		4,945
Total	$	83,109	$	83,274

8. PRODUCT WARRANTIES

The Company typically provides one to five years parts and service warranties on lasers, laser and non-laser systems, and amplifiers. Most of the Company's sales offices provide support to customers in their respective geographic areas. Warranty reserves have generally been sufficient to cover product warranty repair and replacement costs.

Activity related to the warranty accrual was as follows:


	Three Months Ended March 31,
	2023		2022
Balance, beginning of period	$	52,862	$	49,864
Provision for warranty accrual	4,375		5,071
Warranty claims	( 3,798 )		( 3,707 )
Foreign currency translation	400		( 882 )
Balance, end of period	$	53,839	$	50,346

Accrued warranty reported in the accompanying condensed consolidated financial statements as of March 31, 2023 and December 31, 2022 consist of $ 28,813 and $ 28,504 in accrued expenses and other current liabilities, respectively, and $ 25,026 and $ 24,358 in other long-term liabilities and deferred income taxes, respectively.

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

9. FINANCING ARRANGEMENTS

The Company's borrowings under existing financing arrangement consists of the following:


	March 31,		December 31,
	2023		2022








Current portion of long-term debt	$	15,734	$	16,031

Term Debt:

At March 31, 2023, the Company has an unsecured long-term note with an outstanding principal balance of $ 15,734 , all of which is current. The interest on this unsecured long-term note is variable at 1.20 % above LIBOR and is fixed using an interest rate swap at 2.85 % per annum. The unsecured long-term note matures in May 2023, at which time the outstanding principal balance will be $ 15,438 .

Revolving Line of Credit Facilities:

The Company maintains a $ 75,000 U.S. revolving line of credit and a € 50,000 ($ 54,385 ) line-of-credit in Germany, both of which are available to certain foreign subsidiaries and allow for borrowings in the local currencies of those subsidiaries. The Company also maintains a € 1,500 ($ 1,632 ) Italian overdraft facility. At March 31, 2023 and December 31, 2022, there were no amounts drawn on the U.S. line-of-credit, and there were $ 2,460 and $ 2,396 , respectively, of guarantees issued against the facility, which reduce the amount of the facility available to draw. At March 31, 2023 and December 31, 2022, there were no amounts drawn on the euro line-of-credit, and there were $ 1,663 and $ 1,737 , respectively, of guarantees issued against those facilities, which reduce the amount available to draw. At March 31, 2023 and December 31, 2022, there were no amounts drawn on the euro overdraft facility. After providing for the guarantees used, the total unused lines-of-credit and overdraft facilities are $ 126,894 at March 31, 2023.

10. DERIVATIVE FINANCIAL INSTRUMENTS

The Company's only outstanding derivative financial instrument is an interest rate swap that is classified as a cash flow hedge of its variable rate debt. The fair value amounts in the condensed consolidated balance sheets were:


	March 31,		December 31,
	2023		2022
Notional amounts (1)	$	15,734	$	16,031
Fair values:
Other assets	$	83	$	198

(1) Notional amounts represent the gross contract/notional amount of the derivatives outstanding.

The derivative gains and losses in the condensed consolidated financial statements related to the Company's current and previous interest rate swap contracts were as follows:


	Three Months Ended March 31,
	2023		2022
Effective portion recognized in other comprehensive income, pretax:
Interest rate swap	$	( 115 )	$	279

11. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in legal disputes and other proceedings in the ordinary course of its business. These matters may include allegations of infringement of intellectual property, commercial disputes and employment matters. As of March 31, 2023 and through the filing date of these condensed consolidated financial statements, the Company is aware of no ongoing legal proceedings that management estimates could have a material effect on the Company's Consolidated Financial Statements.

The Company has submitted a limited number of voluntary self-disclosures regarding compliance with export control laws and regulations to the Bureau of Industry and Security of the U.S. Department of Commerce. In October 2021, the U.S.

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

Department of Justice ("DOJ") advised the Company it was conducting an investigation into certain shipments of equipment. The Company believes the DOJ's investigation has concluded however other agencies of the Federal government continue an investigation regarding our export practices. At this time, the Company is not able to conclude whether it is probable that the Federal government will assert a claim or assessment against the Company, nor can the Company estimate expenses that the Company may incur as a result of the investigation.

12. INCOME TAXES

The effective tax rates were 27.8 % and 25.0 % for the three months ended March 31, 2023 and 2022, respectively. There was a net discrete tax detriment of $ 1,972 for the three months ended March 31, 2023 and a net discrete tax benefit of $ 252 for the three months ended March 31, 2022. The detriment in 2023 relates primarily to the tax impact from tax deductions for stock-based compensation that were less than the compensation expense recognized for books. There was a similar detriment for stock-based compensation in 2022 but in that year, this item was offset by reductions in tax liability as a result of changes in position agreed to with tax authorities for prior year audits.

The Company accounts for its uncertain tax positions in accordance with the accounting standards for income taxes. The Company classifies interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes. The following is a summary of the activity of the Company’s unrecognized tax benefits for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
	2023		2022
Balance, beginning of period	$	15,841	$	19,209
Change in prior period positions	42		( 249 )
Additions for tax positions in current period	—		500
Foreign currency translation	( 78 )		( 541 )
Balance, end of period	$	15,805	$	18,919

The liability for uncertain tax benefits is included in other long-term liabilities and deferred income taxes at March 31, 2023 and December 31, 2022. Substantially all of the liability for uncertain tax benefits related to various federal, state and foreign income tax matters would benefit the Company's effective tax rate, if recognized.

13. NET INCOME ATTRIBUTABLE TO IPG PHOTONICS CORPORATION PER COMMON SHARE

The following table sets forth the computation of diluted net income attributable to IPG Photonics Corporation per common share following the treasury stock method:


	Three Months Ended March 31,
	2023		2022
Net income attributable to IPG Photonics Corporation common stockholders	$	60,135	$	69,572


Basic weighted average common shares	47,542,071		52,809,654
Dilutive effect of common stock equivalents	234,050		289,885
Diluted weighted average common shares	47,776,121		53,099,539
Basic net income attributable to IPG Photonics Corporation per common share	$	1.26	$	1.32


Diluted net income attributable to IPG Photonics Corporation per common share	$	1.26	$	1.31

The computation of diluted weighted average common shares excludes common stock equivalents including non-qualified stock options, performance stock units ("PSUs"), restricted stock units ("RSUs") and employee stock purchase plan

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IPG PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share data)

("ESPP") because the effect of including them would be anti-dilutive. The weighted average anti-dilutive shares outstanding for the three months ended March 31, 2023 and 2022 were as follows:


	Three Months Ended March 31,
	2023	2022
Non-qualified stock options	543,408	472,699
Restricted stock units	346,729	205,272
Performance stock units	30,860	31,560

Total weighed average anti-dilutive shares outstanding	920,997	709,531

For the three months ended March 31, 2023, the Company repurchased 998,769 shares of common stock under a $ 300,000 purchase plan approved by the Board of Directors in August 2022 at a weighted average price of $ 112.29 per share in the open market. The impact on the reduction of weighted average shares for the three months ended March 31, 2023 was 661,816 shares. As of March 31, 2023, the Company has completed all of the repurchases under this authorization.

14. SUBSEQUENT EVENTS

On May 2, 2023, the Company announced that its Board of Directors has authorized the purchase of up to $ 200,000 of IPG common stock. Share repurchases may be made periodically in open-market transactions, and are subject to market conditions, legal requirements and other factors. The share repurchase program authorization does not obligate the Company to repurchase any dollar amount or number of its shares, and repurchases may be commenced or suspended from time to time without prior notice.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements."

Overview

We develop, manufacture and sell high-performance fiber lasers and diode lasers that are used for diverse applications, primarily in materials processing. We also manufacture and sell complementary products used with our lasers including optical delivery cables, fiber couplers, beam switches, optical processing heads, in-line sensors and chillers. In addition, we offer laser-based and non-laser based systems for certain markets and applications. Our portfolio of laser solutions is used in materials processing, medical and advanced applications. We sell our products globally to original equipment manufacturers ("OEMs"), system integrators and end users. We market our products internationally, primarily through our direct sales force. Our major manufacturing facilities are located in the United States, Germany, Russi a and Belarus. We have sales and service offices and applications laboratories worldwide.

We are vertically integrated such that we design and manufacture most of the key components used in our finished products, from semiconductor diodes to optical fiber preforms, finished fiber lasers and complementary products. Our vertically integrated operations allow us to reduce manufacturing costs, control quality, rapidly develop and integrate advanced products and protect our proprietary technology.

Factors and Trends That Affect Our Operations and Financial Results

In reading our financial statements, you should be aware of the following factors and trends that our management believes are important in understanding our financial performance.

Russia-Ukraine Conflict. The Russia-Ukraine conflict and the sanctions imposed in response to this crisis have significantly curtailed our ability to use our manufacturing operations in Russia to supply other IPG operations outside of Russia. The conflict and the risk of additional sanctions has also increased the levels of uncertainty and risks facing the Company due to our manufacturing operations in Belarus. Since the start of the conflict, we have been executing on plans to reduce our reliance on our Russia and Belarus operations by adding capacity in other countries, increasing inventories worldwide and qualifying third-party suppliers. In 2022, we began hiring and training additional employees, expanding capacity for increased production, and running additional shifts in the U.S. and Germany and adding additional manufacturing capacity in Italy and Poland.

In October 2022, the European Union introduced new sanctions that restrict our ability to ship and receive components from our factory in Russia to the E.U. beginning in January 2023. We believe the contingency measures outlined above that we have already put in place mitigate substantially all the effects of the recent sanctions on our ability to supply finished products to customers. If we have not fully mitigated the effect of these and other trade restrictions, or if new sanctions are adopted, our ability to supply finished products to customers could be impacted. Although we believe our contingency plans mitigate the risk of our ability to supply customers with finished product, these plans require additional investments in facilities outside of Russia and Belarus in the near term as well as additional ongoing operating costs, primarily associated with the higher cost of labor outside of Russia and Belarus. While we have sufficient financial resources to make these investments and expenditures, our gross margins and financial results have been and will be adversely impacted by increased operating costs associated with these transitions. Over time, we intend to mitigate some of these increases by producing components in countries with lower labor costs than the United States and Germany, with ongoing product expense reduction initiatives, higher productivity from automation, improved yields and product specifications. We are also continuing to review our operations in Russia and Belarus. For additional information regarding the risks and potential impacts of the Russia-Ukraine conflict, see “ Risk Factors – The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations ” in Item 1A of Part II of Form 10-K for the year ended December 31, 2022.

Sales to third-parties in Russia were approximately 3% of our revenue in the first quarter of 2023 and for the full year ended December 31, 2022. Our Russian subsidiary has historically supplied finished goods for our China market. Sanctions have limited our ability to provide components to Russia for the completion of finished lasers. Although our Russian operation has built safety stock in anticipation of this situation, we are also producing more finished lasers for China at other IPG locations. The total value of product shipped to the Chinese market from Russia was approximately $4.6 million for the three months ended March 31, 2023 and $62 million for the full year ended December 31, 2022.

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Given the sanctions introduced by the European Union in October 2022, which imposed further restrictions on our Russian operations, we evaluated the recoverability of certain assets located in Russia during the fourth quarter of 2022 and incurred impairment charges that reduced the value of fixed assets, inventory and other current assets. We also incurred restructuring charges in 2022. At March 31, 2023, we had working capital excluding cash and cash equivalents of $22.2 million in Russia of which $22.4 million is inventory. We had $67.5 million cash and cash equivalents in Russia. The net asset value of our long lived assets was $2.8 million. In addition to the impairment charges referenced above, the net value of assets in Russia has been reduced by $125.9 million due to the cumulative translation affect of the Russian ruble compared to the U.S. dollar, which is included in the accumulated comprehensive loss component of stockholders' equity. Depending upon the outcome of our review of our Russian operations, the cumulative translation affect of foreign exchange fluctuations that is currently included in accumulated comprehensive loss on our consolidated balance sheets may be charged to our consolidated statements of income.

We continue to manufacture laser cabinets and other mechanical components in Belarus. Trade sanctions to date have not significantly affected our ability to supply these items from Belarus to other manufacturing locations. The value of the long lived assets in Belarus was $37.5 million at March 31, 2023, and we had working capital excluding cash of $5.0 million in Belarus of which $4.5 million is inventory. In addition, we had $4.0 million cash in Belarus.

COVID-19. Global demand trends have been impacted by the ongoing COVID-19 pandemic. While business conditions generally improved from the severe contraction experienced in 2020, it is difficult to predict whether conditions could change if there are additional restrictions imposed as a result of a resurgence in COVID-19 infections. To date, we have been able to accommodate these changes to our business operations and continue to meet customer demand. If guidelines or mandates from relevant authorities becomes more restrictive due to a resurgence of COVID-19 in a particular region, the effect on our operations could be more significant.

Supply Chain . We and our customers are experiencing increased lead times and costs for certain components purchased from third party suppliers; particularly electronic components. We, our customers and our suppliers continue to face constraints related to supply chain and logistics, including availability of capacity, materials, air cargo space, sea containers and higher freight rates. While supply chain and logistics constraints have moderated, they have not yet fully returned to pre-pandemic conditions. Supply chain constraints have not significantly affected our business but they have moderately increased our freight costs, caused us to carry higher levels of safety stock for certain inventory items, increased the cost of certain electronic components and caused delays in recognizing revenue for certain custom processing systems in our Genesis business due to delays in receiving components.

Net sales. Our net sales have historically fluctuated from quarter to quarter. The increase or decrease in sales from a prior quarter can be affected by the timing of orders received from customers, the timing of shipments, the mix of OEM orders and one-time orders for products with large purchase prices, competitive pressures, acquisitions, economic and political conditions in a certain country or region and seasonal factors such as the purchasing patterns and levels of activity throughout the year in the regions where we operate. Net sales can be affected by the time taken to qualify our products for use in new applications in the end markets that we serve. Our sales cycle varies substantially, ranging from a period of a few weeks to as long as one year or more, but is typically several months. The adoption of our products by a new customer or qualification in a new application can lead to an increase in net sales for a period, which may then slow until we penetrate new markets or obtain new customers. Foreign exchange rates also affect our net sales, due to changes in the U.S. dollar value of sales made in foreign currencies.

Our business depends substantially upon capital expenditures by end users, particularly by manufacturers using our products for materials processing, which includes general manufacturing, automotive including electric vehicles ("EV"), other transportation, aerospace, heavy industry, consumer, semiconductor and electronics. Approximately 90% of our revenues for both the first quarter of 2023 and the full 2022 fiscal year were from customers using our products for materials processing. Although applications within materials processing are broad, the capital equipment market in general is cyclical and historically has experienced sudden and severe downturns. For the foreseeable future, our operations will continue to depend upon capital expenditures by end users of materials processing equipment and will be subject to the broader fluctuations of capital equipment spending.

In response to inflation, some global central banks are adopting less accommodative monetary policy and have or expect to increase benchmark interest rates. An increase in interest rates could impact global demand and/or could lead to a recession that may reduce the demand for our products. In addition, an increase in interest rates would increase the cost of equipment financed with leases or debt.

In recent years, our net sales and margins have been negatively impacted by tariffs and trade policy. New tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments.

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We are also susceptible to global or regional disruptions such as political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, natural disasters, macroeconomic concerns and the impact of the COVID-19 outbreak that affect the level of capital expenditures or global commerce. With respect to the COVID-19 outbreak specifically, the possible affect over the longer term remains uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19 or new variants, the extent and effectiveness of containment actions taken, the approval, effectiveness, timing and widespread vaccination of the global population, and the impact of these and other factors on our customer base and general commercial activity.

The average selling prices of our products generally decrease as the products mature. These decreases result from factors such as increased competition, decreased manufacturing costs and increased unit volumes. We may also reduce selling prices in order to penetrate new markets and applications. Furthermore, we may negotiate discounted selling prices from time to time with certain customers that place high unit-volume orders.

The secular shift to fiber laser technology in large materials processing applications, such as cutting applications, had a positive effect on our sales trends in the past such that our sales trends were often better than other capital equipment manufacturers in both positive and negative economic cycles. As the secular shift to fiber laser technology matures in such applications, our sales trends are more susceptible to economic cycles which affect other capital equipment manufacturers broadly and the machine tool and industrial laser industries more specifically.

Gross margin. Our total gross margin in any period can be significantly affected by a number of factors, including net sales, production volumes, competitive factors, product mix, and by other factors such as changes in foreign exchange rates relative to the U.S. dollar, tariffs and shipping costs. Many of these factors are not under our control. The following are examples of factors affecting gross margin:

• As our products mature, we can experience additional competition which tends to decrease average selling prices and affects gross margin;

• Our gross margin can be significantly affected by product mix. Within each of our product categories, the gross margin is generally higher for devices with greater average power. These higher power products often have better performance, more difficult specifications to attain and fewer competing products in the marketplace;

• Higher power lasers also use a greater number of optical components, improving absorption of fixed overhead costs and enabling economies of scale in manufacturing;

• The gross margin for certain specialty products may be higher because there are fewer or sometimes no equivalent competing products;

• Customers that purchase devices in greater unit volumes generally are provided lower prices per device than customers that purchase fewer units. In general, lower selling prices to high unit volume customers reduce gross margin although this may be partially offset by improved absorption of fixed overhead costs associated with larger product volumes, which drive economies of scale;

• Gross margin on systems can be lower than gross margin for our laser, depending on the configuration, volume and competitive forces, among other factors;

• Persistent inflation leading to increases in average manufacturing salaries as well as an increase in the purchase price of components including, but not limited to, electronic components and metal parts could negatively impact gross margin if we are not able to pass those increases on to customers by increasing the selling price of our products; and finally,

• Changes in relative exchange rates between currencies we receive when selling our products and currencies we use to pay our manufacturing expenses.

We expect that some new technologies, products and systems will have returns above our cost of capital but may have gross margins below our corporate average. If we are able to develop opportunities that are significant in size, competitively advantageous or leverage our existing technology base and leadership, our current gross margin levels may not be maintained. Instead, we aim to deliver industry-leading levels of gross margins by growing sales, by taking market share in existing markets, or by developing new applications and markets we address, by reducing the cost of our products and by optimizing the efficiency of our manufacturing operations.

A high proportion of our costs is fixed so costs are generally difficult to adjust or may take time to adjust in response to changes in demand. In addition, our fixed costs increase as we expand our capacity. If we expand capacity faster than is

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required by sales growth, gross margins could be negatively affected. Gross margins generally decline if production volumes are lower as a result of a decrease in sales or a reduction in inventory because the absorption of fixed manufacturing costs will be reduced. Gross margins generally improve when the opposite occurs. If both sales and inventory decrease in the same period, the decline in gross margin may be greater if we cannot reduce fixed costs or choose not to reduce fixed costs to match the decrease in the level of production. If we experience a decline in sales that reduces absorption of our fixed costs, or if we have production issues, our gross margins will be negatively affected.

We also regularly review our inventory for items that are slow-moving, have been rendered obsolete or are determined to be excess. Any provision for such slow-moving, obsolete or excess inventory affects our gross margins. For example, we recorded provisions for slow-moving, obsolete or excess inventory totaling $12.1 million and $10.8 million for the three months ended March 31, 2023 and 2022, respectively.

Selling and general and administrative expenses. In the past, we invested in selling and general and administrative costs in order to support continued growth in the Company. As the secular shift to fiber laser technology matures, our sales growth becomes more susceptible to the cyclical trends typical of capital equipment manufacturers. Accordingly, our future management of and investments in selling and general and administrative expenses will also be influenced by these trends, although we may still invest in selling or general and administrative functions to support certain initiatives even in economic down cycles. Certain general and administrative expenses are not related to the level of sales and may vary quarter to quarter based primarily upon the level of acquisitions, divestitures and litigation.

Research and development expenses. We plan to continue to invest in research and development to improve our existing components and products and develop new components, products, systems and applications technology. We believe that these investments will sustain our position as a leader in the fiber laser industry and will support development of new products that can address new markets and growth opportunities. The amount of research and development expense we incur may vary from period to period.

Goodwill and long-lived assets impairments . We review our intangible assets and property, plant and equipment for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Negative industry or economic trends, including reduced estimates of future cash flows, disruptions to our business, slower growth rates, lack of growth in our relevant business units, differences in the estimated product acceptance rates, or market prices below the carrying value of long-lived assets evaluated for sale could lead to impairment charges against our long-lived assets, including goodwill and other intangible assets. We are evaluating certain U.S.-based assets for sale, including land and buildings. If the estimated sales value of any of these assets is below carrying value, then we may need to record an asset impairment charge when they are classified as held-for-sale. We have long-lived assets in Belarus with a carrying value of $37.5 million. If sanctions increase or if the geopolitical situation changes such that we can no longer use Belarus as a source of supply for our laser cabinets and other mechanical components, we may need to evaluate those assets for impairment, which may result in impairment charges.

Our valuation methodology for assessing impairment requires management to make significant judgments and assumptions based on historical experience and to rely heavily on projections of future operating performance at many points during the analysis. Also, the process of evaluating the potential impairment of goodwill is subjective. We operate in a highly competitive environment and projections of future operating results and cash flows may vary significantly from actual results. If our analysis indicates potential impairment to goodwill in one or more of our reporting units, we may be required to record charges to earnings in our financial statements, which could negatively affect our results of operations.

Foreign exchange. Because we are a U.S.-based company doing business globally, we have both translational and transactional exposure to fluctuations in foreign currency exchange rates. Changes in the relative exchange rate between the U.S. dollar and the foreign currencies in which our subsidiaries operate directly affects our sales, costs and earnings. Differences in the relative exchange rates between where we sell our products and where we incur manufacturing and other operating costs (primarily in the U.S., Germany, Russia and Belarus) also affects our costs and earnings. Certain currencies experiencing significant exchange rate fluctuations like the euro, the Russian ruble, and the Chinese yuan have had and could have an additional significant impact on our sales, costs and earnings. For the quarter ended March 31, 2023, the foreign exchange gain created by depreciation of the Russian ruble and appreciation of the Chinese yuan was partially offset by a foreign exchange loss created by the appreciation of the euro as compared to the U.S. dollar. This is because our European and Russian subsidiaries have certain net assets denominated in U.S. dollars, and our Chinese subsidiary has certain net liabilities denominated in U.S. dollars. Our ability to adjust the foreign currency selling prices of products in response to changes in exchange rates is limited and may not offset the impact of the changes in exchange rates on the translated value of sales or costs. In addition, if we increase the selling price of our products in local currencies, this could have a negative impact on the demand for our products.

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Major customers. While we have historically depended on a few customers for a large percentage of our annual net sales, the composition of this group can change from period to period. Net sales derived from our five largest customers as a percentage of our net sales was 19% for the three months ended March 31, 2023 and 15%, and 19% for the full years 2022 and 2021, respectively. One of our customers accounted for 16% and 14% of our net accounts receivable at March 31, 2023 and December 31, 2022, respectively. We seek to add new customers and to expand our relationships with existing customers. We anticipate that the composition of our significant customers will continue to change. We generally do not enter into agreements with our customers obligating them to purchase a fixed number or large volume of our products. If any of our significant customers substantially reduced their purchases from us, our results would be adversely affected.

Results of Operations for the Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022

Net sales. Net sales decreased by $22.8 million, or 6.2%, to $347.2 million for the three months ended March 31, 2023 from $370.0 million for the three months ended March 31, 2022.

The table below sets forth sales by application:


	Three Months Ended March 31,
	2023				2022				Change
	(In thousands, except for percentages)
Sales by Application			% of Total				% of Total
Materials processing	$	312,969	90.1	%	$	338,963	91.6	%	$	(25,994)	(7.7)	%
Other applications	34,205		9.9	%	31,016		8.4	%	3,189		10.3	%
Total	$	347,174	100.0	%	$	369,979	100.0	%	$	(22,805)	(6.2)	%

The table below sets forth sales by type of product and other revenue:


	Three Months Ended March 31,
	2023				2022				Change
	(In thousands, except for percentages)
Sales by Product			% of Total				% of Total
High Power Continuous Wave ("CW") Lasers	$	154,034	44.4	%	$	167,691	45.3	%	$	(13,657)	(8.1)	%
Medium Power CW Lasers	13,839		4.0	%	23,668		6.4	%	(9,829)		(41.5)	%
Pulsed Lasers	56,147		16.2	%	66,932		18.1	%	(10,785)		(16.1)	%
Quasi-Continuous Wave ("QCW") Lasers	11,282		3.2	%	12,780		3.5	%	(1,498)		(11.7)	%
Laser and Non-Laser Systems	41,384		11.9	%	34,597		9.4	%	6,787		19.6	%
Other Revenue including Amplifiers, Service, Parts, Accessories and Change in Deferred Revenue	70,488		20.3	%	64,311		17.3	%	6,177		9.6	%
Total	$	347,174	100.0	%	$	369,979	100.0	%	$	(22,805)	(6.2)	%

Materials processing

Sales for materials processing applications decreased due to lower sales of high power CW lasers, pulsed lasers, medium power CW lasers and QCW lasers, partially offset by higher sales of laser and non-laser systems and other laser products and services.

• High power CW laser sales decreased due to lower sales for cutting applications, partially offset by an increase in sales for welding applications. Within cutting applications, the decrease in sales was attributable to softer demand in China. The increase in sales of high power CW lasers used in welding applications was driven by higher sales supporting e-mobility applications, including electric vehicles, battery manufacturing and electric motors.

• Medium power CW laser sales decreased due to lower demand for welding and cutting applications.

• Pulsed laser sales, including high power pulsed lasers, decreased due to lower sales for cutting, marking and engraving applications, partially offset by an increase in sales for green pulsed lasers used for solar cell manufacturing and cleaning and stripping applications.

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• QCW laser sales decreased due to lower demand in fine processing for consumer electronics applications.

• Laser and non-laser systems sales increased due to higher demand for LightWELD and increased revenue in laser-based systems.

Other Applications

Sales from other applications increased due to increased demand for lasers used in medical procedures and advanced applications, partially offset by a decrease in telecom sales due to the divestiture of the telecommunications transmission product line in the third quarter of 2022.

Cost of sales and gross margin. Cost of sales increased by $2.0 million, or 1.0%, to $200.2 million for the three months ended March 31, 2023 from $198.2 million for the three months ended March 31, 2022. Our gross margin decreased to 42.3% for the three months ended March 31, 2023 from 46.4% for the three months ended March 31, 2022. The decrease in gross margin was driven by an increase in costs of products sold from inventory, an increase in manufacturing costs, an increase in provisions for excess and obsolete inventory and an increase in shipping costs and tariffs as a percentage of sales, partially offset by higher absorption of manufacturing expenses as a percentage of sales. The strong U.S. dollar has negatively affected gross margin because a disproportionate amount of our manufacturing costs are denominated in U.S. dollars as compared to our sales which are predominantly in foreign currency.

Sales and marketing expense. Sales and marketing expense increased by $0.7 million, or 3.4%, to $21.1 million for the three months ended March 31, 2023 compared with $20.4 million for the three months ended March 31, 2022. The increase is due to personnel and related costs, off set by lower trade fairs and exhibits and lower depreciation and amortization expenses. As a percentage of sales, sales and marketing expense increased to 6.1% from 5.5% for the three months ended March 31, 2023 and 2022, respectively.

Research and development expense. Research and development expense decreased by $10.7 million, or 31.9%, to $22.8 million for the three months ended March 31, 2023, compared to $33.5 million for the three months ended March 31, 2022. Decreases in personnel and related costs, expense for materials used for research and development projects and amortization of production licenses are primarily the result of the divestiture of our telecommunications transmission product line in the third quarter of 2022. Further, depreciation expenses decreases are primarily the result of the Russia long-lived asset impairment in 2022. As a percentage of sales, research and development expense decreased to 6.6% for the three months ended March 31, 2023 from 9.1% for the three months ended March 31, 2022.

General and administrative expense. General and administrative expense decreased by $0.6 million, or 2.0%, to $30.1 million for the three months ended March 31, 2023 from $30.7 million for the three months ended March 31, 2022. This change was primarily a result of lower depreciation expenses which were driven by impairment of Russian long-lived assets and the sale of our corporate aircraft in the fourth quarter of 2022, partially offset by increases in personnel and related costs. As a percentage of sales, general and administrative expense increased to 8.7% from 8.3% for the three months ended March 31, 2023 and 2022, respectively.

Effect of exchange rates on net sales, gross profit and operating expenses. We estimate that, if exchange rates relative to the U.S. dollar had been the same as one year ago, which were on average euro 0.89, Russian ruble 86, Japanese yen 116 and Chinese yuan 6.35, respectively, we estimate that net sales for the three months ended March 31, 2023 would have been $15.3 million higher, gross profit would have been $8.2 million higher and total operating expenses would have been $0.2 million higher.

Other restructuring charges Other restructuring charges of $0.2 million were related to personnel related restructuring charges and other post employment benefits in Russia. Refer to above "Factors and Trends That Affect Our Operations and Financial Results" , section Russia-Ukraine Conflict for further detail .

Gain on foreign exchange. We benefited from a foreign exchange transaction gain of $2.7 million for the three months ended March 31, 2023 as compared to a $5.8 million gain for the three months ended March 31, 2022. Our European and Russian subsidiaries have certain net assets denominated in U.S. dollars, and our Chinese subsidiary has certain net liabilities denominated in U.S. dollars. The foreign exchange gain for the three months ended March 31, 2023 was primarily attributable to gains from the depreciation of Russian ruble and the appreciation of Chinese yuan, partially offset by loss from the appreciation of the euro as compared to the U.S. dollar.

Interest income (expense), net. Interest income, net was $7.5 million for the three months ended March 31, 2023 as compared to interest expense, net of $0.1 million for three months ended March 31, 2022. The change in interest income (expense), net, was due to an increase in yields on cash equivalents and short term investments.

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Provision for income taxes . Provision for income taxes was $23.2 million for the three months ended March 31, 2023 compared to $23.2 million for the three months ended March 31, 2022, representing an effective tax rate of 27.8% and 25.0% for the three months ended March 31, 2023 and 2022, respectively. The increase in the effective tax rate in 2023 was primarily due to the impact of discrete items. Both the 2023 and 2022 discrete items included a detriment related to tax deductions for equity-based compensation that were less than the compensation expense recognized for books. However, the 2022 discrete tax detriment from equity-based compensation was offset by reductions in tax liability as a result of changes in position agreed to with tax authorities for prior year audits.

Net income attributable to IPG Photonics Corporation. Net income attributable to IPG Photonics Corporation decreased by $9.5 million to $60.1 million for the three months ended March 31, 2023 compared to $69.6 million for the three months ended March 31, 2022. Net income attributable to IPG Photonics Corporation as a percentage of our net sales decreased by 1.5 percentage points to 17.3% for the three months ended March 31, 2023 from 18.8% for the three months ended March 31, 2022 due to the factors described above.

Liquidity and Capital Resources

We believe that our existing cash and cash equivalents, short-term investments, our cash flows from operations and our existing lines of credit provide us with the financial flexibility to meet our liquidity and capital needs. We expect to continue making investments in capital expenditures, to assess acquisition opportunities and to repurchase shares of our stock in accordance with our repurchase program. The extent and timing of such expenditures may vary from period to period. Our future long-term capital requirements will depend on many factors including our level of sales, the impact of the economic environment on our growth, the timing and extent of spending to support development efforts, expansion of global sales and marketing activities, government regulation including trade sanctions, the timing and introductions of new products, the need to ensure access to adequate manufacturing capacity and the continuing market acceptance of our products. In the near term, we will incur capital expenditures related to the expansion of capacity outside of Russia because of the reduction in manufacturing activity at our Russian factory due to sanctions.. As of March 31, 2023, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Included in cash and cash equivalents are $67.5 million of cash and cash equivalents located in Russia, and $4.0 million of cash and cash equivalents located in Belarus, as of March 31, 2023. Cash and cash equivalents in Russia are subject to capital controls that prevent repatriation by dividend or distribution of capital. There are currently no restrictions on our ability to use cash and cash equivalents in Russia for operating purposes including converting cash to foreign currency for the payment of goods received from vendors outside of Russia. The Russian operations are self-funding. Approximately 6% of our consolidated working capital including cash, cash equivalents and short-term investments is located in Russia. We are making no new investments in Russia.

The following table presents our principal sources of liquidity:


	March 31,		December 31,
	2023		2022
	(In thousands)
Cash and cash equivalents	$	521,137	$	698,209
Short-term investments	548,473		479,374
Unused credit lines and overdraft facilities	126,894		125,965
Working capital (excluding cash, cash equivalents and short-term investments)	596,455		534,045

Short-term investments at March 31, 2023 consist of liquid investments including commercial paper, corporate bonds, U.S. Treasury and agency obligations and term deposits with original maturities of greater than three months but less than one year. See Note 3, "Fair Value Measurements" in the notes to the condensed consolidated financial statements for further information about our short-term investments.

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The following table details our line-of-credit facilities and long-term note as of March 31, 2023:

Description

Total Facility/ Note

Interest Rate

Maturity

Security

U.S. Revolving Line of Credit (1)

$75.0 million

BSBY plus 0.8% to 1.2%, depending on our performance

April 2025

Unsecured

Euro Credit Facility (Germany) (2)

Euro 50.0 million
($54.4 million)

ESTR plus 0.8% or Euribor plus 0.65%

July 2023

Unsecured, guaranteed by parent company and German subsidiary

Other Euro Facility (3)

Euro 1.5 million
($1.6 million)

5.60%

June 2023

Common pool of assets of Italian subsidiary

Long-term Unsecured Note (4)

$15.7 million

1.20% above LIBOR, fixed using an interest rate swap at 2.85% per annum

May 2023

Unsecured

(1) This facility is available to certain foreign subsidiaries in their respective local currencies. At March 31, 2023, there were no amounts drawn on this line; however, there were $2.5 million of guarantees issued against the line which reduces total availability.

(2) This facility is also available to certain foreign subsidiaries in their respective local currencies. At March 31, 2023, there were no drawings on this facility; however, there were $1.7 million of guarantees issued against the line which reduces total availability.

(3) At March 31, 2023, there were no drawings.

(4) At maturity, the outstanding note balance will be $15.4 million.

Our largest committed credit lines are with Bank of America N.A. and Deutsche Bank AG in the amounts of $75.0 million and $54.4 million (or €50.0 million as described above), respectively, and neither of them is syndicated. The banks have made amendments of our credit agreements to modify LIBOR and EONIA reference rates as these rates are phased out as borrowing reference rates. We do not plan to amend our long-term unsecured note as it matures prior to the final phase-out of LIBOR.

We are required to meet certain financial covenants associated with our U.S. revolving line of credit and long-term debt facility. These covenants, tested quarterly, include an interest coverage ratio and a funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio. The interest coverage covenant requires that we maintain a trailing twelve-month ratio of EBITDA to interest on all obligations that is at least 3.0:1.0. The funded debt to EBITDA covenant requires that the sum of all indebtedness for borrowed money on a consolidated basis be less than three times our trailing twelve months EBITDA. Funded debt is decreased by our cash and available marketable securities not classified as long-term investments in the U.S.A. in excess of $50 million up to a maximum of $500 million. We were in compliance with all such financial covenants as of and for the three months ended March 31, 2023.

The financial covenants in our loan documents may cause us to not make or to delay investments and actions that we might otherwise undertake because of limits on capital expenditures and amounts that we can borrow or lease. In the event that we do not comply with any one of these covenants, we would be in default under the loan agreement or loan agreements, which may result in acceleration of the debt, cross-defaults on other debt or a reduction in available liquidity, any of which could harm our results of operations and financial condition.

See Note 9, "Financing Arrangements" in the notes to the condensed consolidated financial statements for further information about our facilities and term debt.

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The following table presents cash flow activities:


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Cash provided by operating activities	$	37,280	$	16,423
Cash (used in) provided by investing activities	(96,018)		2,470
Cash used in financing activities	(117,236)		(80,445)

Operating activities. Net cash provided by operating activities increased by $20.9 million to $37.3 million for the three months ended March 31, 2023 from $16.4 million for the three months ended March 31, 2022, primarily due to a decrease in cash used by working capital. Our largest working capital items typically are inventory and accounts receivable. Items such as accounts payable to third parties, prepaid expenses and other current assets and accrued expenses and other liabilities are not as significant as our working capital investment in accounts receivable and inventory because of the amount of value added within IPG due to our vertically integrated structure. Accruals and payables for personnel costs including bonuses and income and other taxes payable are largely dependent on the timing of payments for those items. The increase in cash flow from operating activities in 2023 primarily resulted from:

• a decrease in cash used by inventory, as the company is moderating additions to safety stocks for supply chain disruptions related to third party electronic parts and components internally manufactured by our factory in Russia;

• a decrease in cash used by accrued expenses due to lower bonus payments;

• a decrease in cash used by income and other taxes payable driven by the timing of estimated tax payments made and refunds received from filing tax returns; and

• a decrease in cash used by accounts payable due to timing of payments.

The increases in cash provided by operating activities were partially offset by:

• a decrease in cash provided by net income after adjusting for non-cash operating activities;

• an increase in cash used by accounts receivable due to timing of collection; and

• an increase in cash used by prepaid expenses and other assets.

Investing activities. Net cash used in investing activities was $96.0 million for the three months ended March 31, 2023 as compared to cash provided by investing activities of $2.5 million in 2022. The cash used in investing activities in 2023 related to $64.3 million of net purchases of short-term investments and $33.4 million of cash used for capital expenditures. The cash provided by investing activities in 2022 related to $30.4 million of net proceeds of short-term investments, partially offset by $25.2 million of cash used for property, plant and equipment.

In 2023, we expect to invest approximately $140 million to $160 million in capital expenditures, excluding acquisitions. Capital expenditures include investments in property, facilities and equipment to add capacity worldwide to support anticipated revenue growth, increase vertical integration, increase redundant manufacturing capacity for critical components and enhance research and development capabilities. The timing and extent of any capital expenditures in and between periods can have a significant effect on our cash flow. If we obtain financing for certain projects, our cash expenditures would be reduced in the year of expenditure. Many of the capital expenditure projects that we undertake have long lead times and are difficult to cancel or defer to a later period once a project has been started.

Financing activities. Net cash used in financing activities was $117.2 million for the three months ended March 31, 2023 as compared to net cash used of $80.4 million in 2022. The cash used in financing activities in 2023 primarily related to the purchase of treasury stock of $113.1 million and the net cash outflow of $3.8 million from the issuance of common stock under the employee stock purchase plan and the exercise of stock options net of amounts disbursed in relation to shares withheld to cover employee income taxes due upon the vesting and release of restricted stock units. The cash used in financing activities in 2022 primarily related to the purchase of treasury stock of $78.8 million.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements contained in this Quarterly Report on Form 10-Q except for historical information are forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" or the negative or

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other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our businesses, or other characterizations of future events or circumstances are forward-looking statements.

The forward-looking statements included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties, all of which are difficult or impossible to accurately predict and many of which are beyond our control. As such, our actual results may differ significantly from those expressed in any forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in Item 1, "Business" and Item 1A, "Risk Factors" of Part I of the Form 10-K filed with the SEC for the year ended December 31, 2022 (the "Annual Report") and in Item 1A, "Risk Factors" of Part II of this Quarterly Report. Readers should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to rely on such forward-looking information. We undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Recent Accounting Pronouncements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in the ordinary course of business, which consists primarily of interest rate risk associated with our cash and cash equivalents and our debt and foreign exchange rate risk.

Interest rate risk . Certain interest rates are variable and fluctuate with current market conditions. Our investments have limited exposure to market risk. We maintain a portfolio of cash, cash equivalents and short-term investments consisting primarily of bank deposits, money market funds, certificates of deposit, commercial paper, corporate bonds and U.S treasury and agency obligations. None of these investments have a maturity date in excess of one year. Because of the short-term nature of these instruments, a sudden change in market interest rates would not be expected to have a material impact on our financial condition or results of operations.

We are also exposed to market risk as a result of increases or decreases in the amount of interest expense we must pay on our bank debt and borrowings on our bank credit facilities. Our interest obligations on our long-term debt are fixed by means of an interest rate swap agreement. Although our U.S. revolving line of credit and our euro credit facility have variable rates, we do not believe that a 10% change in market interest rates would have a material impact on our financial position or results of operations.

Exchange rates. Due to our international operations, a significant portion of our net sales, cost of sales and operating expenses are denominated in currencies other than the U.S. dollar, principally the euro, the Russian ruble, and the Chinese yuan. Changes in the exchange rate of the U.S. dollar versus the functional currencies of our subsidiaries affect the translated value and relative level of sales and net income that we report from one period to the next. In addition, our subsidiaries may have assets or liabilities denominated in a currency other than their functional currency which results in foreign exchange transaction gains and losses due to changes in the value of the functional currency versus the currency the assets and liabilities are denominated in. The gain on foreign exchange transactions totaled $2.7 million for the three months ended March 31, 2023 compared to a gain of $5.8 million for the three months ended March 31, 2022. Management attempts to minimize these exposures by partially or fully off-setting foreign currency denominated assets and liabilities at our subsidiaries that operate in different functional currencies. The effectiveness of this strategy can be limited by the volume of underlying transactions at various subsidiaries and by our ability to accelerate or delay inter-company cash settlements. As a result, we are unable to create a perfect offset of the foreign currency denominated assets and liabilities. At March 31, 2023, our material foreign currency exposure is net U.S. dollar denominated assets at subsidiaries where the euro or the Russian ruble is the functional currency and U.S. dollar denominated liabilities where the Chinese yuan is the functional currency. The U.S. dollar denominated assets are comprised of cash, third party receivables and inter-company receivables. The U.S. dollar denominated liabilities are comprised of inter-company payables. A 5% change in the relative exchange rate of the U.S. dollar to the euro as of March 31, 2023 applied to the net U.S. dollar asset balances, would result in a foreign exchange gain of $1.5 million if the U.S. dollar appreciated and a $1.6 million foreign exchange loss if the U.S. dollar depreciated. A 5% change in the relative exchange rate of the U.S. dollar to the Russian ruble as of March 31, 2023 applied to the net U.S. dollar asset balances, would result in a foreign exchange gain of $1.5 million if the U.S. dollar appreciated and a $1.6 million foreign exchange loss if the U.S. dollar depreciated. A 5% change in the relative exchange rate of the U.S. dollar to the Chinese yuan as of March 31, 2023

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applied to the net U.S. dollar liabilities balances, would result in a foreign exchange loss of $2.0 million if the U.S. dollar appreciated and a $2.1 million foreign exchange gain if the U.S. dollar depreciated. Volatility between the U.S. dollar and the currencies to which we are exposed may be increased by the COVID-19 pandemic, sanctions on the Russian government and changes in central bank policy.

In addition, we are exposed to foreign currency translation risk for those subsidiaries whose functional currency is not the U.S. dollar as changes in the value of their functional currency relative to the U.S. dollar affect the translated amounts of our assets and liabilities. Changes in the translated value of assets and liabilities due to changes in functional currency exchange rates relative to the U.S. dollar result in foreign currency translation adjustments that are a component of other comprehensive income or loss.

Foreign currency derivative instruments can also be used to hedge exposures and reduce the risks of certain foreign currency transactions; however, these instruments provide only limited protection and can carry significant cost. We have no foreign currency derivative instruments as of March 31, 2023. We will continue to analyze our exposure to currency exchange rate fluctuations and may engage in financial hedging techniques in the future to attempt to minimize the effect of these potential fluctuations. Exchange rate fluctuations may adversely affect our financial results in the future.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision of our chief executive officer and our chief financial officer, our management has evaluated the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"). Based upon that evaluation, our chief executive officer and our chief financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

Changes in Internal Controls

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 11, "Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially and adversely affect our financial condition, results of operations or cash flows, or cause our actual results to differ materially from those projected in any forward-looking statements. We may also face other risks and uncertainties that are not presently known, are not currently believed to be material, or are not identified in our Annual Report or this Quarterly Report because they are common to all businesses.

Our short-term investment portfolio and certain cash balances could experience a decline in market value or otherwise become illiquid, which could materially and adversely affect our financial results.

As of March 31, 2023, we had approximately $521 million of cash and cash equivalents and $548 million in short-term investments. See Note 3, "Fair Value Measurements" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for further information about our cash equivalents and short-term investments. We currently do not use derivative financial instruments to adjust our investment portfolio risk or income profile. These investments, as well as any cash deposited in bank accounts, are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by unusual events, such as the COVID-19 pandemic, the Eurozone crisis and the U.S. debt ceiling crisis, which affected various sectors of the financial markets and led to global credit and liquidity issues. For example, in March 2023, certain US banks were closed and the Federal Deposit Insurance Corporation (FDIC) was appointed as receiver. While we were not directly impacted by these closures and did not have any deposits with these banks, there can be no assurance that our current or future banks will not face similar risks, and that we would be able to recover in full our deposits in the event of similar closures. We regularly maintain cash balances that are not insured or are in excess of the FDIC’s insurance limit. If the global financial markets continue to experience volatility or deteriorate, our investment portfolio and cash balances may be impacted and some or all of our investments may become illiquid or otherwise experience loss which could adversely impact our financial results and position.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There have been no sales of unregistered securities for the three months ended March 31, 2023.

Issuer Purchases of Equity Securities

The following table reflects issuer purchases of equity securities for the three months ended March 31, 2023:


	Total Number of Shares (or Units) Purchased		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1, 2023 — January 31, 2023	548,645	(2)	$	106.01	548,645	$	53,990
February 1, 2023 — February 28, 2023	344,693	(2)	118.78		344,693	13,048
March 1, 2023 — March 31, 2023	163,595	(1), (2)	124.07		105,431	—






Total	1,056,933		$	112.97	998,769	$	—

(1) In 2012, our Board of Directors approved "withhold to cover" as a tax payment method for vesting of restricted stock awards for certain employees. Pursuant to the "withhold to cover" method, we withheld from such employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. For the three months ended March 31, 2023, a total of 58,164 and shares were withheld at an average price of $124.64.

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(2) On August 2, 2022, we announced that our Board of Directors authorized the purchase of up to $300 million of IPG common stock (the "August 2022 authorization"), exclusive of any fees, commissions or other expenses. Share repurchases under this purchase authorization were made periodically in open-market transactions using our working capital, and were subject to market conditions, legal requirements and other factors. The share purchase program authorizations did not obligate us to repurchase any dollar amount or number of our shares, and repurchases could be commenced or suspended from time to time without prior notice.

We repurchased 998,769 shares in the first quarter of 2023 under the August 2022 authorization. As of March 31, 2023, we completed all of the repurchases under this authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibits


Exhibit No.						Description

3.2						Amended and Restated Bylaws of IPG Photonics Corporation (incorporated by reference to Exhibit 3.2 to IPG Photonics Corporation 's Current Report on Form 8-K filed with the Commission on January 23, 2023 )
31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32						Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350
101.INS						Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema
101.CAL						XBRL Taxonomy Extension Calculation Linkbase
101.LAB						XBRL Taxonomy Extension Label Linkbase
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
101.DEF						XBRL Taxonomy Extension Definition Linkbase
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	IPG PHOTONICS CORPORATION

Date: May 2, 2023	By:	/s/ Eugene A. Scherbakov
		Eugene A. Scherbakov
		Chief Executive Officer (Principal Executive Officer)

Date: May 2, 2023	By:	/s/ Timothy P.V. Mammen
		Timothy P.V. Mammen
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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Part I Financial Informationprint Item 1. Unaudited Interim Financial Statementsprint Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 3. Defaults Upon Senior Securitiesprint Item 4. Mine Safety Disclosuresprint Item 5. Other Informationprint Item 6. Exhibitsprint

Exhibits

3.2 Amended and Restated Bylaws ofIPG Photonics Corporation(incorporated by reference to Exhibit 3.2 toIPG Photonics Corporation's Current Reporton Form 8-K filed with the Commission onJanuary 23, 2023) 31.1 Certification of Chief Executive Officer pursuant to Rule13a-14(a) 31.2 Certification of Chief Financial Officer pursuant to Rule13a-14(a) 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section1350

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Sarah E Feinberg	47	Expertise Relevant to Southwest Airlines’ Business and Strategy • Proven commitment to safety and efficient, scalable operations in highly regulated industries . Ms. Feinberg brings a wealth of experience as a transportation executive and operator, and as a former federal safety regulator, which supports Southwest’s commitment to ensuring the Company’s safe and efficient operations. As Administrator at the Federal Railroad Administration, the safety regulator for the U.S. passenger and freight rail system, Ms. Feinberg focused on enhancing the safety of the rail network after a series of accidents. During her tenure, Ms. Feinberg aggressively enforced safety regulations and oversaw billions of dollars in investments to improve the safety of the rail system. • Extensive transportation operations experience . As CEO and President of the New York City Transit Authority, the largest transit system in North America, Feinberg led a 50,000 employee workforce during the COVID-19 pandemic and New York City’s recovery from the pandemic. • Extensive experience in regulatory and government affairs . Ms. Feinberg served as Senior Advisor to the White House Chief of Staff from November 2008 through July 2010 and Special Assistant to President Barack Obama, who later nominated Ms. Feinberg to fill the role of Administrator of the Federal Railroad Administration. • Strong knowledge of the transportation industry . As Chief of Staff at the U.S. Department of Transportation during the Obama administration, Ms. Feinberg oversaw and advised on a broad range of initiatives across the aviation and broader transportation sector. Ms. Feinberg most recently founded Feinberg Strategies, LLC, a strategic business consulting practice focused on the technology and transportation sectors. She also brings corporate governance experience, having served on the boards of multiple transportation service providers.
Robert L Fornaro	72	ROBERT E. JORDAN Age: 64 \| Chief Executive Officer, President, and Vice Chairman of the Board
Robert E Jordan	64	ROBERT E. JORDAN Age: 64 \| Chief Executive Officer, President, and Vice Chairman of the Board
Rakesh Gangwal Co	58	The independent Directors of the Board select the Chair of the Board annually and review whether the role of Chair of the Board should be combined with the office of CEO and whether the role should be held by an independent Director. The Board appointed Rakesh Gangwal as independent Chair of the Board, effective November 1, 2024, succeeding Gary C. Kelly, who previously served as the Company’s Executive Chairman and retired effective November 1, 2024.
Pierre R Breber	60	Expertise Relevant to Southwest Airlines’ Business and Strategy • Proven track record of leading company turnaround . As the Chief Financial Officer of Chevron Corporation, a multinational energy corporation (“Chevron”), Mr. Breber led Chevron’s strategy to “win back” investors, resulting in stock prices rising after a decade of underperformance. Mr. Breber boosted investor confidence in the energy sector and maintained Chevron’s sector-leading valuation and reputation by instilling capital discipline and championing a lower carbon strategy. Mr. Breber also oversaw the growth of Chevron’s global trading and shipping operations and worldwide refining, marketing, and chemicals businesses, effectuating double digit returns on capital employed. • Deep financial experience , leading global and multi-national businesses with annual after-tax profits greater than $1 billion for 8 years. Mr. Breber guided well-timed, value additive acquisitions at Chevron, including the completion of over $20 billion in highly accretive bolt on acquisitions with Noble Energy Inc. and PDC Energy Inc. and signing a $60 billion deal to acquire Hess Corporation and transform Chevron’s long term growth portfolio. Mr. Breber also encouraged the acquisition of Renewable Energy Group (“REG”) in 2022 when growth stocks fell, accelerating progress in renewable fuels at a price 10% below REG’s prior secondary offering. • Commitment to balanced energy transition . Mr. Breber has been steadfast in his support of capital and carbon efficient growth in both traditional and new energy sources – understanding that perpetual dividend growth requires profitable businesses now and in the future. As investor focus on environmental prudence grew during his tenure at Chevron, Mr. Breber helped steer an approach that balanced returns to shareholders with positioning the company into new energy businesses where it had competitive advantages.	PACCAR INC
Patricia A Watson	59	Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience implementing new technology initiatives , with a track record of developing modernization plans and overseeing IT transformations at large, complex financial services and transportation/logistics companies. Ms. Watson served as Chief Information Officer at NCR Corporation, a commerce technology solutions company, as NCR Corporation completed a spin-off transaction into two independent, publicly traded companies. Ms. Watson then served as EVP, Chief Information and Technology Officer at NCR Atleos, a financial services company focused on manufacturing, technology and servicing/logistics for the world’s largest independent ATM network and over 600,000 ATM’s for financial institutions. Ms. Watson had responsibility for defining the technology strategy for all aspects of technology from cybersecurity, data and analytics, infrastructure operations, corporate systems, and product software engineering. • Strong cybersecurity and risk management knowledge . Ms. Watson brings a wealth of knowledge in technology-related risk management and cybersecurity oversight to our Board, as companies experience heightened legislative and regulatory focus on cybersecurity and Southwest continues to invest in technology infrastructure and cybersecurity. • Accomplished logistics and aircraft background . Prior to her corporate career, Ms. Watson served in the U.S. Air Force where she served in various roles, including as a contracting and acquisition officer, delivering aircraft technology systems, Flight Commander, and as a director of operations.
Lisa M Atherton	50	Expertise Relevant to Southwest Airlines’ Business and Strategy • Executive leadership and operational expertise , including in the commercial and defense aviation industry as CEO, and formerly COO, of Bell, a subsidiary of Textron, Inc. (“TXT”) and leading global supplier of innovative products for defense and commercial helicopter customers, and as a member of the Corporate Leadership Team of TXT. In these roles, Ms. Atherton has overseen strategic direction and the overall management of business development efforts, including leading complex business segments through a rebranding and the successful integration of a major military training segment acquisition. • Extensive aerospace and aviation experience, including in M&A and strategic planning , having overseen approximately $3.5 billion worth of aviation contracts, consisting of a mix of military, parapublic and commercial contracts, as President and CEO of Bell and approximately $1.5 billion worth of military and defense contracts as President and CEO at Textron Systems, a leading developer of crewed and uncrewed military ground vehicles, with a focus on aircraft systems. She has also presided over synergistic acquisitions to strategically expand the company’s portfolio of military-grade product and services offerings. These experiences enable Ms. Atherton to share valuable insights as Southwest executes on its strategic transformational plan. • Valuable perspective on governmental regulation and contracting , with over 20 years of experience interacting with regulators acquired through her roles in the private sector at the Textron and Bell suite of businesses and eight years of service at Air Combat Command’s Directorate of Requirements, where she helped to shape the budget and operational requirements and needs for the Combat Air Forces.
Gregg A Saretsky	74	Expertise Relevant to Southwest Airlines’ Business and Strategy • Deep airline experience, with over 40 years of aviation leadership experience and industry knowledge. Mr. Saretsky steered WestJet Airlines Ltd. (“WestJet”) as its President and Chief Executive Officer. He served Alaska Air Group, Inc. in commercial and operational roles, overseeing the marketing and operations functions of the airline. Additionally, Mr. Saretsky previously served Canadian Airlines International Ltd. in various executive roles. Mr. Saretsky currently serves as a director at IndiGo, India’s largest airline and low-cost carrier. • Proven record of overseeing airline transformation . Mr. Saretsky led the evolution of WestJet from providing a one-dimensional product offering to having a modern commercial strategy, generating a total shareholder return of more than 100% during his eight-year tenure as Chief Executive Officer. • Accomplished leader of company expansion . Under Mr. Saretsky’s leadership, WestJet’s fleet doubled in size and stock price. Mr. Saretsky oversaw the launch of WestJet Encore, the airline’s first code-share partnerships, a rewards program, and service to Europe and brings relevant insight to the Board as Southwest implements its transformational initiatives, including global partnerships.
Douglas H Brooks	72	Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience leading transformational corporate strategy . During his tenure as Chairman of the Board, President and CEO of Brinker International, Inc., a multinational portfolio of restaurants, Mr. Brooks led the company’s portfolio optimization efforts through the sale of its interests in Big Bowl Asian Kitchen, Corner Bakery Café, Rockfish Seafood Grill, Romano’s Macaroni Grill, and On the Border Mexican Grill & Cantina brands to focus its efforts on its two core assets, Chili’s Grill & Bar and Maggiano’s Little Italy. Over the course of his tenure as COO and subsequently CEO, Brinker delivered shareholder returns in excess of 185%. • Decisive leader with well-honed operational planning judgment. Mr. Brooks’ career is exemplified by a consistent pattern of business enhancement, with a focus on growing shareholder value. As CEO, Mr. Brooks led Brinker in stabilizing its balance sheet following the 2008 financial crisis by paying down debt and paring back costs and then returned significant capital to shareholders through share buyback programs and a 30% increase to the dividend. • Accomplished public company director . In his capacity as a director of AutoZone, Inc., the leading retailer and a leading distributor of automotive replacement parts and accessories in the U.S., Mr. Brooks oversaw both business transformations and crucial strategic transitions, including share repurchase programs, international expansion and the successful execution of a CEO succession plan. Over the course of his tenure as director, AutoZone delivered a total shareholder return of over 450%, and, between 2017 and 2022, its revenues increased by over 50%, from $10.8 billion to $16.25 billion. As a director of Clubcorp Holdings, Mr. Brooks oversaw the company’s strategic review that led to the company being taken private by Apollo in a $1.1 billion transaction.
David P Hess	69	Expertise Relevant to Southwest Airlines’ Business and Strategy • Seasoned executive with over four decades of aerospace background . Under Mr. Hess’ leadership, Hamilton Sundstrand, a manufacturer of aerospace and industrial products, became the largest systems supplier of Boeing’s 787 aircraft. As President of Pratt & Whitney, an aerospace manufacturer, Mr. Hess expanded the company’s reach and influence, including through achieving sole-source position on key aircraft models and acquiring a majority share in International Aero Engines, an important partner. • Effective leader of strategic transformations. At Arconic (now Howmet Aerospace, Inc.), a metals manufacturing business that serves the aerospace market, among others, Mr. Hess stepped in as interim CEO while the company, recently having split off from Alcoa, underwent a significant business transformation and leadership transition. In this role, he led the company through the initial stages of a business and management transition that eventually culminated in its further separation into Howmet Aerospace, specializing in engineered products and forgings, and Arconic, specializing in building materials and construction systems. • Extensive boardroom experience at aerospace, defense, and industrial materials companies. Mr. Hess has served as a board member of companies like Woodward, Inc., a global leader in the design, manufacture, and service of energy conversion and control solutions for aerospace and industrial equipment; Allegheny Technologies, a manufacturer of industrial metals; and Arconic, where, as CEO, he oversaw the company’s transition after a major split-off transaction and helped set the stage for further transformational transactions. Mr. Hess leverages his boardroom experience in the aerospace industry to provide insights on Southwest’s strategy and operations.	ALLEGHENY TECHNOLOGIES INC
David J Grissen	67	Expertise Relevant to Southwest Airlines’ Business and Strategy • Expertise in successful brand management . As former Group President of Marriott International, Inc., a global operator, franchisor, and licensor of hotel, residential, and timeshare properties (“Marriott”), Mr. Grissen is a seasoned hospitality executive with extensive experience leading a global franchise and growing a storied brand. Mr. Grissen led all functions for Marriott’s brands in the Americas and for the Ritz-Carlton and EDITION brands globally, including strategy, revenue management, sales and marketing, operations, food and beverage, technology, development and human resources. • Strong finance experience . Mr. Grissen served in several senior finance positions during his 36-year career at Marriott, culminating in the Senior Vice President of Finance & Business Development. Mr. Grissen oversaw major activities including the due diligence of the Ritz-Carlton and Renaissance acquisitions. As Group President of Marriott, he provided P&L leadership for the Americas with about 80% of the company’s fee income. • Proven track record of spearheading company growth , leading the expansion of Marriott’s Americas organization from 2,928 hotels to 5,640 properties, with another 1,800 hotels in the pipeline during his tenure. Mr. Grissen managed hotels representing approximately two-thirds of Marriott’s fee revenue and a workforce of 160,000 people, developing new leaders and driving performance at Marriott hotels across the region.
David Cush	65	Expertise Relevant to Southwest Airlines’ Business and Strategy • Extensive airline industry expertise , with over 30 years of experience in the aviation industry. Mr. Cush has held leadership roles in many aspects of the airline business, including operations, finance, marketing, and sales – most recently serving as Chief Executive Officer of Virgin America, Inc. (“Virgin America”). Mr. Cush previously worked at American Airlines Group Inc. for over 20 years, where he was responsible for worldwide sales activity and oversaw the reorganization of the airline’s St. Louis Hub. • Track record of leading companies through dynamic events . Joining just after the airline’s inaugural flight, Mr. Cush led Virgin America to realize its first annual profit and oversaw its successful initial public offering. Mr. Cush guided Virgin America through the turmoil of the financial crisis and a subsequent period of rapid growth. As Chief Executive Officer, Mr. Cush also played a key role in negotiating Virgin America’s nearly $4 billion acquisition by Alaska Air Group Inc. at an 80% premium to Virgin America’s share price. Mr. Cush ushered Service King Collision Repair Centers, Inc., a national operator of auto body collision repair facilities, through the COVID-19 pandemic in his role as Chief Executive Officer, ultimately assisting in the company’s merger with Crash Champions. • Accomplished public company executive and board member . Mr. Cush brings a well-versed leadership presence to our Board, having served as chief executive officer and chief operating officer across multiple companies and on public company boards for over 12 years.
Christopher P Reynolds	54	Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience overseeing business development, strategy, compliance, and risk management functions . At Toyota Motor North America (“TMNA”), the operating subsidiary of global automotive manufacturer Toyota Motor Corporation, in Canada, Mexico and the United States, Mr. Reynolds successfully navigated significant challenges, including the Great Recession, a major recall crisis, natural disasters in Japan, and the COVID-19 pandemic. He oversaw crucial North American functions, including strategy, business development, human resources, information technology, legal, diversity and inclusion, sustainability, regulatory affairs, and research and development. Mr. Reynolds also has extensive crisis management experience, having played a key role in Toyota’s 2010 unintended acceleration recall crisis, preparing the CEO for U.S. Congressional testimony, and contributing to subsequent organizational restructurings. • Deep operational and safety experience in the transportation industry. Mr. Reynolds’ leadership guides the delivery of quality cars to the market while ensuring safety, efficiency, innovation, and strategic investments across TMNA, which produces and sells approximately 1.8 million vehicles annually. He led teams that established Toyota’s new vehicle and component platforms in North America, including the 2019 opening of Toyota’s second assembly plant in Mexico, the 2020 opening of Toyota’s joint venture plant with Mazda in Alabama, and the establishment of Toyota’s first battery plant currently under construction in North Carolina. He also spearheaded strategic partnerships to accomplish Toyota’s carbon neutrality and mobility goals, including investments in EV charging infrastructure, hydrogen fuel cell technologies and VTOL commuter aviation. Mr. Reynolds spearheaded a strategic partnership to reduce TMNA’s carbon footprint and advance sustainable transportation solutions through the development of the innovative “Tri-gen” hydrogen-based energy production system. • Commitment to sound governance and excellence in human capital management. Mr. Reynolds’ leadership in the human resources function at TMNA provided him with significant insight into how an employee-driven, value-based company delivers excellent results, which enables him to contribute to the Board’s oversight of Southwest’s Culture that relies on active employee involvement. As Vice-Chair of the board of AT&T Performing Arts Center in Dallas and oncoming board member of the Communities Foundation of Texas, Mr. Reynolds continues to support Toyota’s engagement in the communities in which it operates. He brings a valuable perspective to the Company’s Diversity, Equity, and Inclusion efforts from his former roles as Chief Diversity Officer at TMNA and chair of the diversity committee of a top international law firm.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Robert E. Jordan Chief Executive Officer & President		2024		798,958		—		7,012,553		2,108,600		—		642,273		10,562,384
		2023		700,000		—		4,105,004		4,096,504		—		405,791		9,307,298
		2022		676,875		195,720		3,626,960		782,880		—		51,525		5,333,960
Tammy Romo* Executive Vice President & Chief Financial Officer		2024		594,729		—		2,745,038		987,206		—		236,226		4,563,199
		2023		536,700		—		1,975,185		2,748,910		—		368,773		5,629,568
		2022		534,737		101,292		1,691,178		405,166		—		48,730		2,781,103
Andrew M. Watterson Chief Operating Officer		2024		642,292		—		3,300,035		1,210,460		—		311,696		5,464,483
		2023		575,000		—		2,232,006		1,892,268		—		315,611		5,014,885
		2022		538,754		110,535		1,450,188		442,140		—		47,694		2,589,311
Linda B. Rutherford* Chief Administration Officer		2024		539,583		—		2,200,024		726,908		—		52,652		3,519,167
Ryan C. Green* Executive Vice President & Chief Transformation Officer		2024		505,417		—		2,080,045		749,758		—		74,577		3,409,797
Gary C. Kelly** Former Executive Chairman of the Board		2024		475,000		—		3,800,035		1,523,800		—		448,229		6,247,064
		2023		475,000		—		3,800,011		4,337,688		—		446,279		9,058,978
		2022		509,375		132,810		3,624,972		531,240		141,026		129,780		5,069,203
Mark R. Shaw*** Former Executive Vice President & Chief Legal & Regulatory Officer and Corporate Secretary		2024		538,417		—		2,200,024		816,407		—		197,853		3,752,701
		2023		494,400		—		1,845,634		1,637,786		—		203,436		4,181,256
		2022		492,600		82,941		1,619,613		331,763		—		46,659		2,573,576

Customer name	Ticker
Medtronic plc	MDT
Thermo Fisher Scientific Inc.	TMO

Owner	Position	Direct Shares	Indirect Shares
GANGWAL RAKESH	-	2,304,410	0
Jordan Robert E	-	231,266	12,014
Watterson Andrew M	-	197,956	0
KELLY GARY C	-	175,978	67,973
KELLY GARY C	-	146,410	368,106
Rutherford Linda B.	-	132,112	1,674
Green Ryan C.	-	86,816	0
BIGGINS J VERONICA	-	66,388	0
Rutherford Linda B.	-	60,555	1,614
Green Ryan C.	-	26,361	0
Van Eaton William Jason	-	23,796	0
Hess David P	-	23,156	0
Cush C. David	-	19,011	0
Reynolds Christopher P.	-	18,914	0
SARETSKY GREGG A	-	14,881	0
Grissen David	-	9,429	0
Feinberg Sarah	-	7,311	268
Atherton Lisa M	-	6,122	118
SOLTAU JILL A.	-	5,690	0
Blunt Roy	-	5,095	0
Breber Pierre R	-	4,011	44,000
Watson Patricia A	-	3,964	1,280
Elliott Investment Management L.P.	-	0	59,912,600

IPGP 10-Q Quarter ended March 31, 2023

Exhibits