What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-22 compared with 2020-02-24 · 13 added, 91 removed, 29 unchanged (78% of the section changed)

5 unchanged sentences

The graph does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any other filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference into such filing.

The following graph presents the cumulative shareholder returns for our Common Stock compared with the S&P 500 Index, the S&P 1500 Composite 1500 / Electronic Equipment Instruments & Components Index, and the Russell 3000 Index.

The following graph presents the cumulative shareholder returns for our Common Stock compared with the S&P 500 Index and the S&P 1500 Composite 1500 / Electronic Equipment Instruments & Components Index.

We include the S&P 500 Index because we became a member of this index in 2018.

We include the Russell 3000 Index and the S&P Composite 1500 / Electronic Equipment Instruments & Components Index because outstanding performance stock units awarded to executive officers use these indexes when comparing total shareholder return.

Additionally, we include the S&P Composite 1500 / Electronic Equipment Instruments & Components Index due to being an index member, industry similarities, our internal use to monitor executive compensation, and the fact that it contains several direct competitors.

We include the S&P Composite 1500 / Electronic Equipment Instruments & Components Index because outstanding performance stock units awarded to executive officers use this index when comparing total shareholder return and due to our being an index member, industry similarities, our internal use to monitor executive compensation, and the fact that it contains several direct competitors.

Base Period 5-Year Cumulative Total Return

3 unchanged sentences

S&P 1500 Composite / Electronic Equipment Instruments & Components Index $ 100.00 $ 129.69 $ 168.06 $ 144.95 $ 195.01 $ 241.56

Russell 3000 Index $ 100.00 $ 98.53 $ 108.79 $ 129.30 $ 120.26 $ 154.58

The above graph represents and compares the value, through December 31, 2019, of a hypothetical investment of $100 made at the closing price on December 31, 2014 in each of (i) our common stock, (ii) S&P 500 Index, (iii) the S&P 1500 Composite / Electronic Equipment Instruments & Components Index, and (iv) the Russell 3000 Index, in each case assuming the reinvestment of dividends.

The above graph represents and compares the value, through December 31, 2020, of a hypothetical investment of $100 made at the closing price on December 31, 2015 in each of (i) our common stock, (ii) S&P 500 Index, and (iii) the S&P 1500 Composite / Electronic Equipment Instruments & Components Index, in each case assuming the reinvestment of dividends.

The stock price performance shown in this graph is not necessarily indicative of, and not is intended to suggest, future stock price performance.

8 unchanged sentences

The following table shows repurchases of our common stock in the fiscal quarter ended December 31, 2020:

Date Total Number of

Shares (or Units)

Average Price

Paid per Share

Total Number of

Shares (or Units)

Purchased as Part

Announced Plans

Maximum Number

(or Approximate

Dollar Value) of

Shares (or Units)

that May Yet Be

Purchased Under

Date 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

October 1, 2020 — October 31, 2020 63 (1), (2), (3) $ 195.33 — $ 246,386

5 unchanged sentences

For the fourth quarter of 2020, the Company withheld 661 shares at an average price of $190.74.

(2) On February 12, 2019, we announced that our Board of Directors authorized a new anti-dilutive stock repurchase program (the "2019 Program").

Under the 2019 Program, we are authorized to repurchase shares of common stock in an amount not to exceed the lesser of (a) the number of shares issued to employees and directors under the Company's various employee and director equity compensation and employee stock purchase plans from January 1, 2019 through December 31, 2020 and (b) $125 million, exclusive of any fees, commissions or other expenses.

Share repurchases may be made periodically in open-market transactions using the Company's working capital, and are subject to market conditions, legal requirements and other factors.

The 2019 Program authorization does not obligate us to repurchase any dollar amount or number of our shares, and repurchases may be commenced or suspended from time to time without prior notice.

We repurchased 105,262 shares in the fourth quarter of 2019 under the 2019 Program.

Information Regarding Equity Compensation Plans

The following table sets forth information with respect to securities authorized for issuance under our equity compensation plans as of December 31, 2019:

Plan Category Number of Securities

to be Issued upon

Options, RSUs and PSUs

Weighted-Average

Exercise Price of

Options, RSUs and PSUs

Number of Securities

Remaining Available for

Future Issuance under

Equity Compensation

(Excluding Securities

Reflected in Column (a))

Equity Compensation Plans Approved by Security Holders 1

2,249,122 $ 117.96 3,508,130

Equity Compensation Plans Not Approved by Security Holders

Total 2,249,122 3,508,130

1 As of December 31, 2019, there were 3,172,643 shares available for future issuance under the 2006 Incentive Compensation Plan and 335,487 shares available for future issuance under the employee stock purchase plan.

SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with, and is qualified by reference to, our consolidated financial statements and related notes and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K.

The data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, is derived from our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

The data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, is derived from our audited consolidated financial statements and related notes not included in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results for any future period.

Year Ended December 31,

2019 2018 2017 2016 2015

(In thousands, except per share data)

Consolidated Statement of Income Data:

Net sales $ 1,314,581 $ 1,459,874 $ 1,408,889 $ 1,006,173 $ 901,265

Cost of sales 708,372 659,606 611,978 453,933 409,388

Gross profit 606,209 800,268 796,911 552,240 491,877

Operating expenses:

Sales and marketing 77,745 57,815 49,801 38,393 31,868

Research and development 129,997 122,769 100,870 78,552 63,334

General and administrative 107,597 102,429 80,668 66,486 57,192

Goodwill impairment 37,120 — — — —

Impairment of long-lived assets and other restructuring charges 7,130 — — — —

Loss (gain) on foreign exchange 12,827 (6,150) 14,460 4,496 (2,560)

Total operating expenses 372,416 276,863 245,799 187,927 149,834

Operating income 233,793 523,405 551,112 364,313 342,043

Interest income (expense), net 14,238 9,057 737 1304 (301)

Other income (expense), net 345 1,933 22 948 (125)

Income before provision for income taxes 248,376 534,395 551,871 366,565 341,617

Provision for income taxes 68,115 130,226 204,283 105,849 99,590

Net income 180,261 404,169 347,588 260,716 242,027

Net income (loss) attributable to non-controlling interests 27 142 (26) (36) (127)

Net income attributable to IPG Photonics Corporation 180,234 404,027 347,614 260,752 242,154

Net income attributable to common shareholders $ 180,234 $ 404,027 $ 347,614 $ 260,752 $ 242,154

Net income per share:

Basic $ 3.40 $ 7.55 $ 6.50 $ 4.91 $ 4.60

Diluted $ 3.35 $ 7.38 $ 6.36 $ 4.85 $ 4.53

Weighted-average shares outstanding:

Basic 53,061 53,522 53,495 53,068 52,676

Diluted 53,839 54,726 54,699 53,797 53,427

Dividends per common share $ — $ — $ — $ — $ —

As of December 31,

2019 2018 2017 2016 2015

(In thousands)

Consolidated Balance Sheet Data:

Cash and cash equivalents $ 680,070 $ 544,358 $ 909,900 $ 623,855 $ 582,532

Short-term investments 502,546 500,432 206,257 206,779 106584

Working capital, excluding cash and cash equivalents and short-term investments 522,114 514,860 438,950 312,053 271,683

Total assets 2,730,436 2,574,450 2,367,255 1,789,999 1,453,429

Other long-term liabilities 98,121 80,734 100,652 36,365 33,307

Long-term debt, including current portion 41,708 45,378 48,982 40,823 19,667

Non-controlling interests and redeemable non-controlling interests 717 687 — 166 1,137

IPG Photonics Corporation equity 2,401,726 2,205,548 2,022,322 1,557,558 1,259,528

(2) On February 12, 2019, we announced that our Board of Directors authorized the purchase of up to $125 million of IPG common stock (the "February 2019 program") following the completion of our $125 million repurchase program authorized in July 2018.

Under the February 2019 program, we are authorized to repurchase shares of common stock in an amount not to exceed the lesser of (a) the number of shares issued to employees and directors under the Company's various employee and director equity compensation and employee stock purchase plans from January 1, 2019 through December 31, 2020 and (b) $125 million, exclusive of any fees, commissions or other expenses.

There were no shares purchased in the fourth quarter of 2020 under the February 2019 program.

(3) On May 5, 2020, we announced that our Board of Directors authorized the purchase of up to $200 million of IPG common stock (the "May 2020 program"), exclusive of any fees, commissions or other expenses.

The May 2020 program is separate from, and in addition to, the repurchases authorized under the February 2019 program.

There were no shares purchased in the fourth quarter of 2020 under the May 2020 program.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity