Stratasys Annual Report 2015

Plain-text annual report

STRATASYS LTD. FORM 20-F (Annual and Transition Report (foreign private issuer)) Filed 03/21/16 for the Period Ending 12/31/15 Address Telephone 7665 COMMERCE WAY EDEN PRAIRIE, MN 55344 972-8-931-4314 CIK 0001517396 Symbol SSYS SIC Code 3577 - Computer Peripheral Equipment, Not Elsewhere Classified Industry Computer Peripherals Technology 12/31 Sector Fiscal Year http://www.edgar-online.com © Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549FORM 20-F(Mark One)☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report........................................Commission file number: 001-35751STRATASYS LTD. (Exact name of Registrant as specified in its charter)Not Applicable (Translation of Registrant’s name into English)Israel (Jurisdiction of incorporation or Organization)c/o Stratasys, Inc. 2 Holtzman Street,7665 Commerce WayScience ParkEden Prairie,P.O. Box 2496Minnesota 55344Rehovot, Israel76124(Address of Principal Executive Offices)S. Scott Crump, Chairman of Executive Committee Tel: (952) 937-3000 E-mail: scott.crump@stratasys.com 7665 Commerce Way Eden Prairie, Minnesota 55344 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act.Table of ContentsTitle of each class Name of each exchange on which registeredOrdinary Shares, nominal value NIS 0.01 per share NASDAQ Global Seect MarketSecurities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class)Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:52,082,192 Ordinary Shares, NIS 0.01 nominal value, at December 31, 2015.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes ☐ No ☒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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant 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 and post such files).Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting US GAAP ☒Standards as issued Other ☐by the International Accounting Standards Board ☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒Table of ContentsEXPLANATORY NOTEThis annual report on Form 20-F, or this annual report, is being filed by the registrant, Stratasys Ltd., an Israeli company. As described in its previous filings with the Securities andExchange Commission, or the SEC, the registrant (formerly known as Objet Geometries Ltd. and then Objet Ltd.) was party to a merger with Stratasys, Inc., a Delaware corporation, that wascompleted on December 1, 2012, referred to as the Stratasys-Objet merger or the merger. The Stratasys-Objet merger was structured as a reverse merger of Stratasys, Inc. with and into anindirect, wholly owned subsidiary of Objet Ltd., in which Objet Ltd. served as the legal acquirer. For accounting purposes, however, Stratasys, Inc. was treated as the acquiring company, andthe Stratasys-Objet merger is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations.Unless otherwise indicated or the context otherwise requires, references to “Stratasys,” “our company,” “the Company,” “the combined company,” “the registrant,” “we,” “us,” and “our”refer to Stratasys Ltd. (formerly known as Objet Ltd.), and its consolidated subsidiaries. References to “Objet” generally refer to Objet Ltd. and its consolidated subsidiaries prior to theeffective time of the Stratasys-Objet merger on December 1, 2012. We may also use “Objet” to refer to the line of products previously sold by Objet Ltd. and the related current, ongoingoperations that have continued following the Stratasys-Objet merger. References to “Stratasys, Inc.” generally refer to Stratasys, Inc., a Delaware corporation, and its consolidated subsidiariesprior to the effective time of the Stratasys-Objet merger, but sometimes (as the context requires) refer to the current, ongoing operations of our Stratasys, Inc. subsidiary. The historicalfinancial information set forth in this annual report, unless otherwise indicated or the context otherwise requires, reflects the consolidated results of operations and financial position of: (i)Stratasys, Inc. prior to the merger; and (ii) Stratasys Ltd. since the merger.Unless otherwise indicated herein, all numbers and prices in this annual report related to ordinary shares and options of our company that predated the effectiveness of the Stratasys-Objetmerger have been adjusted to reflect the 1-for-8.691 reverse stock split that was effected with respect to all of Objet’s outstanding ordinary shares immediately prior to the effective time of theStratasys-Objet merger.Table of ContentsTABLE OF CONTENTS PageTABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1USE OF TRADE NAMES2CERTAIN ADDITIONAL TERMS AND CONVENTIONS2 PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE.3ITEM 3.KEY INFORMATION.3ITEM 4.INFORMATION ON THE COMPANY.23ITEM 4A. UNRESOLVED STAFF COMMENTS.44ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS.44ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.65ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.86ITEM 8.FINANCIAL INFORMATION.89ITEM 9.THE OFFER AND LISTING.90ITEM 10.ADDITIONAL INFORMATION.91ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.104ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.105 PART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.105ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.105ITEM 15.CONTROLS AND PROCEDURES.105ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT.106ITEM 16B.CODE OF ETHICS.106ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.106ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.107ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.107ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.107ITEM 16G.CORPORATE GOVERNANCE.107ITEM 16H.MINE SAFETY DISCLOSURE.107 PART IIIITEM 17.FINANCIAL STATEMENTS.108ITEM 18.FINANCIAL STATEMENTS.108ITEM 19.EXHIBITS.109SIGNATURES.110Table of ContentsCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSCertain information included or incorporated by reference in this annual report may be deemed to be “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are often characterized by the use offorward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only waythese statements are identified.These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operationsor of financial condition and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will ormay occur in the future.Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions andassessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe tobe appropriate.Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among otherthings:●the extent of our success at introducing new or improved products and solutions that gain market share; ●the extent of growth of the 3D printing market generally; ●impairments of goodwill or other intangible assets in respect of companies that we acquire; ●changes in our overall strategy, such as related to our cost reduction and reorganization activities and our capital expenditures; ●the extent of our success at efficiently and successfully integrating the operations of various companies that we have acquired or may acquire; ●the impact of shifts in prices or margins of the products that we sell or services we provide; ●the impact of competition and new technologies; ●global market, political and economic conditions, and in the countries in which we operate in particular; ●government regulations and approvals; ●litigation and regulatory proceedings; ●infringement of our intellectual property rights by others (including for replication and sale of consumables for use in our systems), or infringement of others’ intellectual propertyrights by us; ●the extent of our success at maintaining our liquidity and financing our operations and capital needs; ●impact of tax regulations on our results of operations and financial condition; ●valuation allowances that we are required to record against our deferred tax assets; and ●any additional factors referred to in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects”, aswell as in this annual report generally.Readers are urged to carefully review and consider the various disclosures made throughout this annual report, which are designed to advise interested parties of the risks and factors thatmay affect our business, financial condition, results of operations and prospects.1Table of ContentsAny forward-looking statements in this annual report are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whetheras a result of new information, future events or otherwise, except as required by law.USE OF TRADE NAMESUnless the context otherwise indicates or requires, “Stratasys,” “For a 3D World,” “Objet,” “PolyJet,” “Connex,” “Eden,” “FDM”, “Fortus,” “Dimension,” “Uprint,” “Mojo,” “FullCure,”“Stratasys Direct Manufacturing,” “Solidscape,” “Solid Concepts,” “GrabCAD,” “MakerBot,” “Thingiverse,” “Replicator,” “RedEyE,” “Harvest Technologies,” “GrabCAD Workbench,”“The 3D Solutions Company ” and all product names and trade names used by us in this annual report are our trademarks and service marks, which may be registered in certain jurisdictions.Although we have omitted the “®” and “TM” trademark designations for such marks in this annual report, all rights to such trademarks and service marks are nevertheless reserved.Furthermore, the “Stratasys” and “Objet” design logos are our property. This annual report contains additional trade names, trademarks and service marks of other companies. We do notintend our use or display of other companies’ tradenames, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.CERTAIN ADDITIONAL TERMS AND CONVENTIONSIn this annual report, unless the context otherwise requires:●references to the “Stratasys-Objet merger” , or the “merger” , refer to the merger consummated on December 1, 2012 whereby Stratasys, Inc., a Delaware corporation, merged with andinto an indirect, wholly-owned Delaware subsidiary of Objet Ltd. (now known as Stratasys Ltd.), an Israeli company, with Stratasys, Inc. surviving the merger and becoming anindirect, wholly-owned subsidiary of Objet (which changed its name to Stratasys Ltd. at that time); ●references to the “Stratasys-Objet merger agreement” refer to the Agreement and Plan of Merger, dated as of April 13, 2012, as amended, by and among Stratasys, Inc.; Objet Ltd.;Seurat Holdings Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Objet (“Holdco”); and Oaktree Merger Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Holdco, pursuant to which the merger was consummated; ●references to the “MakerBot transaction” refer to the merger consummated on August 15, 2013 whereby Cooperation Technology Corporation, a Delaware corporation (now known asBaccio Corporation), or MakerBot, which is the direct parent company of MakerBot Industries, LLC, merged with and into an indirect, wholly-owned subsidiary of Stratasys Ltd., withMakerBot becoming an indirect, wholly-owned subsidiary of Stratasys Ltd.; ●references to the “Solid Concepts acquisition” or “Solid Concepts transaction” refer to the acquisition consummated on July 14, 2014 whereby Stratasys Ltd. acquired Solid ConceptsInc.; ●references to the “Harvest Technologies acquisition” refer to the acquisition consummated on August 1, 2014 whereby Stratasys Ltd. acquired Harvest Technologies Inc. ●references to the “GrabCAD acquisition” refer to the acquisition consummated on September 22, 2014 whereby Stratasys Ltd. acquired GrabCAD. ●references to “ordinary shares”, “our shares” and similar expressions refer to our Ordinary Shares, nominal value NIS 0.01 per share; ●references to “dollars”, “U.S. dollars”, “U.S. $” and “$” are to United States Dollars; ●references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency; ●references to the “articles” or “amended articles” are to our Amended and Restated Articles of Association, which became effective upon the closing of the merger, as subsequentlyamended; ●references to the “Companies Law” are to Israel’s Companies Law, 5759-1999, as amended; ●references to the “Securities Act” are to the Securities Act of 1933, as amended; ●references to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ●references to “NASDAQ” are to the Nasdaq Stock Market; and ●references to the “SEC” are to the United States Securities and Exchange Commission.2Table of ContentsPART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.Not applicable.ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE.Not applicable.ITEM 3. KEY INFORMATION.A. Selected Financial Data.As noted above in the “Explanatory Note” to this annual report, Stratasys, Inc. was treated as the acquiring company in the Stratasys-Objet merger for accounting purposes and theStratasys-Objet merger was accounted for as a reverse acquisition under the acquisition method of accounting for business combinations. As a result, the historical financial statements ofStratasys, Inc. prior to the effective time of the merger on December 1, 2012 became our historical financial statements. The consolidated financial statements included in this annual reportinclude the operations of Stratasys Ltd. (formerly Objet Ltd.) for the years ended December 31, 2015, 2014 and 2013 and for the month ended December 31, 2012 (as the Stratasys-Objetmerger was consummated on December 1, 2012). Therefore, while the balance sheet data presented below reflects the financial position of Stratasys Ltd. as of December 31, 2015, 2014, 2013and 2012, respectively, the consolidated statement of operations data reflects the results of operations of Stratasys Ltd. for the years ended December 31, 2015, 2014 and 2013 and fromDecember 1 through December 31, 2012, and the results of operations of Stratasys, Inc. from January 1 through November 30, 2012. The below selected consolidated financial data reflectsthe consolidated results of operations and financial position of Stratasys, Inc. as of, and for the year ended, December 31, 2011.The historical selected consolidated statement of operations data for the years 2015, 2014 and 2013, and the selected consolidated balance sheet data at December 31, 2015 and 2014 havebeen derived from our audited consolidated financial statements set forth elsewhere in this annual report. The selected consolidated statements of operations data for 2012 and 2011, and theselected consolidated balance sheet data as of December 31, 2013, 2012 and 2011, have been derived from our previously reported audited consolidated financial statements, which are notincluded in this annual report. The selected financial data should be read in conjunction with our consolidated financial statements and accompanying notes and “Operating and FinancialReview and Prospects” appearing in Item 5 of this annual report, and are qualified entirely by reference to such consolidated financial statements. Our historical results set forth herein are notnecessarily indicative of our future results.3Table of ContentsYear Ended December 31, 2015 2014 2013 2012 2011(U.S. $ in thousands, except per share data)Statement of Operations Data:Net sales$695,995$750,129$484,403$215,244$155,894Gross profit102,172362,394226,173109,91182,404Research and development expense, net122,36082,27052,31019,65914,360Selling, general and administrative expense434,619351,993 202,04073,13039,038Goodwill impairment942,408 102,470---Change in fair value of obligations in connection with acquisitions (23,671)(26,150) 754--Operating income (loss)(1,373,544)(148,189)(28,931)17,12229,006Net income (loss)(1,373,511)(119,470)(26,907)8,82320,626Net income (loss) attributable to Stratasys Ltd.(1,372,835)(119,420)(26,954)8,49120,626Net income (loss) per basic share(26.66)(2.39) (0.64)0.390.98Net income (loss) per basic share attributable to Stratasys Ltd.(26.64)(2.39)(0.64) 0.370.98Weighted average basic shares outstanding51,59250,01942,079 22,81221,133Net income (loss) per diluted share(26.66) (2.39)(0.68)0.37 0.95Net income (loss) per diluted share attributable to Stratasys Ltd.(26.64)(2.39)(0.68)0.360.95Weighted average diluted shares outstanding51,59250,01942,09923,77621,653Balance Sheet Data:Working capital*$374,346$546,062$714,404$230,929 $64,086Total assets*1,414,3562,899,1072,782,2211,731,513221,770Equity$1,188,801$2,531,239$2,499,787$1,572,156$183,311*We adopted a new accounting guidance which requires classification of deferred tax assets and liabilities as noncurrent on the balance sheet on a prospective basis. All deferred taxes areclassified as non-current on the balance sheet as of December 31, 2015. Prior periods were not retrospectively adjusted. See Note 1 to our audited financial statements included in Item 18 ofthis annual report for further information.In addition to the audited consolidated financial data presented above, we also present below unaudited pro forma combined statement of operations data for our company for the yearended December 31, 2012 that give effect to the Stratasys-Objet merger as if it had been completed on January 1, 2012. This data has been prepared consistent with SEC Regulation S-X,Article 11.Year EndedDecember 31, 2012Pro Forma(U.S. $ in thousands, except per share data)Statement of Operations Data:Net sales$359,054Gross profit163,923Research and development expense36,923Selling, general and administrative expense141,232Operating loss (14,232)Net loss(21,515)Net loss attributable to Stratasys Ltd.(21,577)Net loss per basic share(0.58)Net loss per basic share attributable to Stratasys Ltd.(0.58)Weighted average basic shares outstanding36,987Net loss per diluted share(0.58)Net loss per diluted share attributable to Stratasys Ltd.(0.58)Weighted average diluted shares outstanding36,987B. Capitalization and Indebtedness.Not applicable.4Table of ContentsC. Reasons for the Offer and Use of Proceeds.Not applicable.D. Risk Factors.You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. The risks described below are not the only risksfacing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any ofthese risks actually occurs , our business, financial condition and results of operations could suffer and the price of our shares could decline.Risks related to our business and financial conditionWe may not be able to introduce new 3D printers, high-performance systems and consumables acceptable to customers or to improve the technology, software or consumables used inour current systems in response to changing technology and end-user needs.We derive most of our revenues from the sale of additive manufacturing systems and related consumables. The markets in which we operate are subject to rapid and substantial innovationand technological change, mainly driven by technological advances and end-user requirements and preferences, as well as the emergence of new standards and practices. Our ability tocompete in these markets depends, in large part, on our success in enhancing our existing products and developing new additive manufacturing systems and new consumables that will addressthe increasingly sophisticated and varied needs of prospective end-users, and respond to technological advances and industry standards and practices on a cost-effective and timely basis orotherwise gain market acceptance.Even if we successfully enhance our existing systems or create new systems, it is likely that new systems and technologies that we develop will eventually supplant our existing systems orthat our competitors will create systems that will replace our systems. As a result, any of our products may be rendered obsolete or uneconomical by our or others’ technological advances.Our operating results and financial condition may fluctuate.The operating results and financial condition of our company may fluctuate from quarter to quarter and year to year and are likely to continue to vary due to a number of factors, many ofwhich will not be within our control. If our operating results do not meet the guidance that we provide to the market place or the expectations of securities analysts or investors, the marketprice of our ordinary shares will likely decline. Fluctuations in our operating results and financial condition may be due to a number of factors, including those listed below and thoseidentified throughout this “Risk Factors” section:●the degree of market acceptance of our products and services; ●the mix of products and services that we sell during any period; ●long sales cycles; ●changes in our overall strategy, such as related to our cost reduction and reorganization activities and our capital expenditures; ●unforeseen liabilities or difficulties in integrating our acquisitions; ●changes in the amount that that we spend to develop, acquire or license new products, consumables, technologies or businesses; ●changes in the amounts that we spend to promote our products and services; ●changes in the cost of satisfying our warranty obligations and servicing our installed base of systems; ●delays between our expenditures to develop and market new or enhanced systems and consumables and the generation of sales from those products; ●development of new competitive products and services by others; ●difficulty in predicting sales patterns and reorder rates that may result from multi-tier distribution strategy associated with new product categories such as entry level desktop 3Dprinters;5Table of Contents●impairment charges that we may be required to record in respect of our goodwill and/or other long-lived assets; ●litigation or threats of litigation, including intellectual property claims by third parties; ●changes in accounting rules and tax laws; ●valuation allowances that we may be required to record against our deferred tax assets; ●the geographic distribution of our sales; ●our responses to price competition; ●general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; ●changes in interest rates that affect returns on our cash balances and short-term investments; ●changes in dollar-shekel and dollar-Euro exchange rates that affect the value of our net assets, revenues and expenditures from and/or relating to our activities carried out in thosecurrencies; ●failure of a development partner to continue supporting certain product development efforts it is funding; and ●the level of research and development activities by our company.Due to all of the foregoing factors, and the other risks discussed in this annual report, you should not rely on quarter- over -quarter and year-over-year comparisons of our operating resultsas an indicator of our future performance.If demand for our products and services does not grow as expected, our revenues may stagnate or decline and our profitability may be adversely affected.The commercial marketplace for additive manufacturing, which was once dominated by conventional methods that do not involve 3D printing technology, has been undergoing a shifttowards 3D printing. This is true with respect to prototype development, and to some extent, with respect to direct digital manufacturing, or DDM, as an alternative to traditionalmanufacturing. If the commercial marketplace does not continue to transform towards the broader acceptance of 3D printing and DDM as alternatives for prototype development andtraditional manufacturing, or if it adopts 3D printing based on technologies other than the technologies that we use, we may not be able to increase or sustain current or future levels of sales ofour products and related materials and services, and our results of operations may be adversely affected as a result.In 2015, the growth rate in the 3D printing and additive manufacturing industries slowed significantly and our revenues declined relative to the previous year. We experienced lower thanexpected revenues across all regions and most product and service lines. We believe this trend was attributable, in part, to weak investment in capital equipment by customers within keyverticals, as well as difficult macroeconomic conditions in certain global regions. These factors , when combined with excess capacity (and accompanying fixed costs) that we haveexperienced as a result of our significant growth in the years 2013 and 2014, adversely impacted our profitability. To the extent that these trends continue for an extended period of time ormacroeconomic conditions worsen further, that could affect our results of operations in a more significant adverse manner.If additional goodwill or other intangible assets that we have recorded become impaired, we could have to take further significant charges against earnings.As of December 31, 2014 and 2015, the carrying value of all of our goodwill and other intangible assets, was approximately $1,921.4 million and $636.3 million , respectively. Thedecrease of the carrying value of our goodwill and other intangible assets was primarily due to impairment charges of $1,220.9 million recorded during 2015. Under accounting principlesgenerally accepted in the United States of America, or GAAP, we are required to review goodwill for impairment annually and whenever events or changes in circumstances indicate that thecarrying amount of goodwill may not be recoverable. During 2015, we determined that certain indicators of potential impairment existed that required interim goodwill impairment analysis.These indicators included a further significant decline in our market capitalization for a sustained period and weaker than expected operating results of our reporting units for 2015.Accordingly, we updated our cash flow projections and related assumptions based on the indicators set forth above for each of our reporting units and performed the two-step goodwillimpairment tests. Our impairment analysis performed as part of the step two of the goodwill impairment test determined that the carrying amount of goodwill assigned exceeded its impliedfair value for each of the Company’s reporting units. As a result, we recorded non-cash goodwill impairment charges of $942.4 during 2015. The non-cash impairment charges were recordedin order to reduce the carrying amount of goodwill to its implied fair value. For further information see note 7 to our consolidated financial statements.6Table of ContentsAmortized intangible assets are assessed for impairment in the event of an impairment indicator. During 2015, we tested the recoverability of our purchased intangible assets due to certainindicators of impairment including weaker than expected operating results of our reporting units for 2015, reorganization initiatives for our operations, lower forecasted profitability due totechnological and other trends as well as the increased uncertainty in the 3D printing environment. We determined that the carrying values of certain of our intangible assets exceeds theirundiscounted cash flows projections and therefore were not recoverable. For those unrecoverable intangible assets that considered to be impaired, we recorded impairment charges of $260.3million during 2015, in order to reduce the carrying amount of those intangible assets to their estimated fair value. We also reviewed for impairment our indefinite-life intangible, whichconsists of IPR&D projects and recorded impairment charges of $18.2 million, related to those in-process research and development projects in order to reduce the carrying amount of thoseintangible assets to their estimated fair value. For further information see note 8 to our consolidated financial statements.Determining the fair value of our reporting units and intangible assets requires significant judgment, including judgments about the appropriate discount rates, terminal growth rates,weighted average costs of capital and the amount and timing of projected future cash flows. We will continue to monitor the fair value of Stratasys-Objet reporting unit and our intangibleassets to determine whether events and changes in circumstances such as further deterioration in the business climate or operating results, further significant decline in our share price, changesin management’s business strategy or downward changes of the our cash flows projections, warrant further interim impairment testing.Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely affect our financial results anddiminish the impact of the restructuring program that we initiated in 2015.Our business is subject to price competition. Such price competition may adversely affect our ability to maintain the same degree of profitability, especially during periods of decreaseddemand. Decreased demand also adversely impacts the volume of our sales, as occurred in 2015, when our sales declined overall relative to 2014. If our business is not able to offset pricereductions resulting from these pressures, or decreased volume of sales due to contractions in the market, by improved operating efficiencies and reduced expenditures, then our operatingresults will be adversely affected.In 2015, in response to declining sales volume and revenues, we implemented a restructuring program aimed at reducing our costs and improving operating efficiencies. Certain of ouroperating costs, however, are fixed and cannot readily be reduced, which diminishes the positive impact of our restructuring program on our profitability. In particular, prior to this contractionin our sales, we had increased our manufacturing capacity in anticipation of the growth of the 3D printing market over the long term, which is accompanied by increased fixed costs. To theextent that the growth in the market for our products slows further, or the 3D printing market contracts, we may be faced with excess manufacturing capacity and excess related costs thatcannot readily be reduced, which will adversely impact our profitability.To the extent that other companies are successful in developing or marketing consumables for use in our Idea, Design and Production Series systems, our revenues and profits wouldlikely be adversely affected.We sell a substantial portion of the consumables used in our Idea, Design and Production Series systems. We attempt to protect against replication of our proprietary consumables throughpatents and trade secrets and provide that warranties on those systems may be invalid if customers use non-genuine consumables that cause damage to the printer. Other companies havedeveloped and sold, and may continue to develop and sell, consumables that are used with our systems, which may reduce our consumables sales and impair our overall revenues andprofitability.If our product mix shifts too far into lower margin products or our revenues mix shifts significantly towards our AM services business, our profitability could be reduced.Sales of certain of our existing products have higher margins than others. For instance, our high-end systems and related consumables yield a greater gross margin than our entry-levelsystems. As we continue to ship entry-level systems including desktop 3D printers, our sales of those systems have grown. Furthermore, some of those sales may displace sales of our othersystems. If sales of our entry-level desktop 3D printers have the effect of reducing sales of our higher margin products, or if for any other reason, our product mix shifts too far into lowermargin products, and we are not able to sufficiently reduce the engineering, production and other costs associated with those products or substantially increase the sales of those products, ourprofitability could be reduced. A similar negative impact on our gross margins could result due to a significant shift towards revenues generated by our AM parts service business, which weexpanded following our acquisitions of Solid Concepts and Harvest Technologies, and which are characterized by lower margins relative to our products.Until recently , we have experienced rapid and significant growth in our operations and intend to continue to grow over the long term, and if we cannot adequately adapt ourinfrastructure and properly integrate the internal or external sources of our growth in order to generate the intended benefits from it, our results of operations will suffer.Until recently , we have experienced rapid and significant growth in our operations and intend to continue to grow over the long term, both organically and from acquisitions, such as theMakerBot transaction, the Solid Concepts acquisition, the Harvest Technologies acquisition and the GrabCAD acquisition. The continued adaptation of our infrastructure to our growth willrequire, among other things, development of our financial and management controls and management information systems, including our ongoing implementation of a unified enterpriseresource planning system, management of our sales channel, increased capital expenditures, the ability to attract and retain qualified management personnel and the training of new personnel.We cannot be sure that our infrastructure, systems, procedures, business processes and managerial controls will be adequate to support the expected long-term growth in our operations. Anydelays in, or problems associated with, implementing, or transitioning to, new or enhanced systems, procedures, or controls to accommodate and support the requirements of our business andoperations and to effectively and efficiently integrate acquired operations may adversely affect our ability to meet customer requirements, manage our product inventory, and record and reportfinancial and management information on a timely and accurate basis.7Table of ContentsAdditional unforeseen difficulties and expenditures that may result from the integration of a new business or technology include:●difficulty transitioning customers and other business relationships to our company; ●problems unifying management following a transaction; ●the loss of key employees from our existing or acquired businesses; ●diversion of management’s attention to the assimilation of the technology and personnel of acquired businesses or new product or service lines; and ●difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds.These potential negative effects could prevent us from realizing the benefits of an acquisition transaction or other growth opportunity. In that event, our competitive position, revenues,revenue growth, financial condition, results of operations and liquidity could be adversely affected, which could, in turn, adversely affect our share price and shareholder value.The markets in which we participate (especially the lower-end market) are competitive. Our failure to compete successfully could cause our revenues and the demand for our productsto decline.We compete for end-users with a wide variety of producers of systems that create models, prototypes, other 3D objects and end-use parts as well as producers of materials and services forthese systems, including both additive and subtractive manufacturing methodologies, such as metal extrusion, computer-controlled machining and manual modeling techniques. Our principalcompetition currently consists of other manufacturers of systems for prototype development and customized manufacturing processes, including 3D Systems Corporation, EOS GmbH andEnvisionTEC GmbH, and, with respect to our entry-level desktop 3D printers, a multitude of companies such as 3D Systems Corporation, XYZprinting, Tiertime, Ultimaker, and others. Thecompetition with our entry-level desktop 3D printers and our other lower-end products has intensified and was an important factor in the decrease in our sales in 2015. For our broadened AMparts and services business, our chief competitors consist of 3D Systems Corporation, Materialise and many other smaller service providers. In late 2014 HP announced its intention to offer3D printers targeting similar end-users to ours, and in late 2015 Canon made a similar announcement. If these printers become commercially available they may compete directly with some ofour product lines. We may face additional competition in the future from other new entrants into the marketplace, including companies that may have significantly greater resources than wehave that may become new market entrants or may enter through acquisition or strategic or marketing partnerships with current competitors.Some of our current and potential competitors have longer operating histories and more extensive name recognition than we have and may also have greater financial, marketing,manufacturing, distribution and other resources than we have. Current and future competitors may be able to respond more quickly to new or emerging technologies and changes in end-userdemands and to devote greater resources to the development, promotion and sale of their products than we can. Our current and potential competitors may develop and market newtechnologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise). We cannot assure you that we will be ableto maintain or enhance our current competitive position or continue to compete successfully against current and future sources of competition.As part of our growth strategy, we have sought, and will continue to seek, to acquire or to make investments in other businesses, patents, technologies, products or services. Ourfailure to do so successfully (including, if applicable, to finance such acquisitions or investments on favorable terms and to avoid adverse financial consequences) may adversely affectour financial results.As part of our growth strategy, we expect to continue to regularly evaluate acquisitions or investments to expand our suite of products and services. Even if we are able to identify asuitable acquisition or investment, we may not be able to consummate any such transaction if we cannot reach an agreement on favorable terms or if we lack sufficient resources to finance thetransaction on our own and cannot obtain financing at a reasonable cost or if regulatory authorities prevent such transaction from being consummated. If we proceed with a particularacquisition, we may have to use cash, issue new equity securities with dilutive effects on existing shareholders, incur indebtedness, assume contingent liabilities or amortize assets or expensesin a manner that might have a material adverse effect on our financial condition, results of operations or liquidity. Acquisitions will also require us to record certain acquisition-related costsand other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated. In addition, we could alsoface unknown liabilities or write-offs due to our acquisitions, which could result in a significant charge to our earnings in the period in which they occur. We will also may be required torecord goodwill or other long-lived asset impairment charges in the period in which they occur, which could result in a significant charge to our earnings in that period. Further to that risk,during the years ended December 31, 2015 and December 31, 2014, we recorded impairment charges of $1,219.4 million and $ 114.1 million and, respectively, related to our goodwill andintangible assets assigned to companies that we have acquired .8Table of ContentsIf we are not successful in completing the integration of our constituent companies from our recent acquisitions, the benefits of these later transactions may not be fully realized andthe market price of our ordinary shares may be negatively affected.Since the consummation of the Objet-Stratasys merger in December 2012, we have acquired MakerBot, Solid Concepts, Harvest Technologies, GrabCAD and other companies. While webelieve that integration activities have progressed well to date, the ongoing difficulties of coordinating our operations include:●coordinating geographically separate organizations; ●coordinating sales, distribution and marketing functions, including integration and management of our constituent companies’ sales channels; ●consolidating the financial reporting systems and ERP systems of our constituent companies; ●management of a substantially larger organization, with an increased number of employees over large geographic distances; and ●addressing inconsistencies among the companies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships withsuppliers, distributors, customers and employees.As a result of these and other factors, we may not successfully complete the integration of our acquired entities. Furthermore, we may not realize all of the benefits and synergies of theacquired entities in the timeframe anticipated. It is also possible that such continuing integration and coordination arrangements could lead to the loss of members of our senior executiveteam, diversion of the attention of management, or the disruption or interruption of, or the loss of momentum in, our ongoing business, which could adversely affect our business and financialresults. The occurrence of such negative results could adversely affect the market price of our ordinary shares.Our operations, particularly in integrating the operations of our constituent companies, could suffer if we are unable to attract and retain key management or other key employees.Our success depends upon the continued service and performance of our senior management and other key personnel. Our senior executive team is critical to the management of ourbusiness and operations, as well as to the development of our strategy. The loss of the services of any members of our senior executive team could delay or prevent the successfulimplementation of our growth strategy, or our commercialization of new applications for our systems or other products, or could otherwise adversely affect our ability to manage our companyeffectively and carry out our business plan. Members of our senior management team may resign at any time. High demand exists for senior management and other key personnel (includingscientific, technical and sales personnel) in the additive manufacturing, or AM, industry, and there can be no assurance that we will be able to retain such personnel. We experience intensecompetition for qualified personnel. While we intend to continue to provide competitive compensation packages to attract and retain key personnel, some of our competitors for theseemployees have greater resources and more experience, making it difficult for us to compete successfully for key personnel. If we cannot attract and retain sufficiently qualified technicalemployees for our research and development and manufacturing operations, we may be unable to achieve the synergies expected from mergers and acquisitions that we may effect from timeto time, or to develop and commercialize new products or new applications for existing products. Furthermore, possible shortages of key personnel, including engineers, in the regionssurrounding our Minnesota, New York, California, Texas, Boston, New Hampshire or Israeli facilities could require us to pay more to hire and retain key personnel, thereby increasing ourcosts.Defects in new products or in enhancements to our existing products could give rise to product returns or product liability, warranty or other claims that could result in materialexpenses, diversion of management time and attention, and damage to our reputation.Our products are complex and may contain defects or experience failures or unsatisfactory performance due to any number of issues in design, fabrication, packaging, materials, and/oruse within a system. These defects or errors could result in significant warranty, support and repair or replacement costs, cause us to lose market share and divert the attention of ourengineering personnel from our product development efforts to find and correct the issue.9Table of ContentsThis risk of product liability claims may also be greater due to the use of certain hazardous chemicals used in the manufacture of certain of our products. Those hazardous chemicals fallwithin three different categories (with several of the chemicals falling within multiple categories): irritants, harmful chemicals and chemicals dangerous for the environment. In addition, wemay be subject to claims that our 3D printers have been, or may be, used to create parts that are not in compliance with legal requirements or that intellectual property posted by third partieson our Thingiverse and GrabCAD websites infringes the intellectual property rights of others.Any claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, and damage to our reputation, and could cause us tofail to retain existing end-users or to attract new end-users. Although we maintain product liability insurance, such insurance is subject to significant deductibles and there is no guarantee thatsuch insurance will be available or adequate to protect against all such claims, or we may elect to self-insure with respect to certain matters. Costs or payments made in connection withwarranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations.Our AM services business, offering parts used as prototypes, benchmarks and end-use parts in general, and in the case of end-use parts, our sales to customers in the aerospace,medical and automotive industries, in particular, makes us more susceptible to product and other liability claims, which characterize operations in those industries. These activities andour accompanying exposure to claims will increase significantly as a result of our recent acquisitions of Solid Concepts and Harvest Technologies. Any such claims that are notadequately covered by insurance or for which insurance is not available may adversely affect our results of operations and financial condition.As a result of our recent acquisitions of Solid Concepts and Harvest Technologies, and together with RedEye, our preexisting digital manufacturing service business, we expect tosignificantly broaden and increase our production and offering of AM parts, which are used by our customers as prototypes, benchmarks and end-use parts, as part of our branded StratasysDirect Manufacturing, or SDM, service. In particular, we expect to provide these additive manufacturing services to customers in the aerospace, medical and automotive industries. The sale ofend use parts in general, and to customers in the foregoing industries in particular, exposes us to possible claims for property damage and personal injury or death , which may result from theuse of these end-use parts. We may be potentially liable, in significant amounts, if an aircraft, automotive or medical part, component, or accessory or any other aviation, automotive ormedical product that we have sold, produced or repaired fails, or if an aircraft or automobile for which our subsidiaries have provided services or in which their parts are installed crashes andthe cause can be linked to those parts or cannot be determined. Our SDM service carries liability insurance in amounts that we believe are adequate for its risk exposure and commensuratewith industry norms. While we intend to monitor our insurance coverage as our additive manufacturing services business continues to grow, claims may arise in the future, and that insurancecoverage may not be adequate or available to protect our consolidated company in all circumstances. Additionally, we might not be able to maintain adequate insurance coverage for our AMservices business in the future at an acceptable cost. Any liability claim against our AM services business that is not covered by adequate insurance could adversely affect our consolidatedresults of operations and financial condition.If our relationships with suppliers for our products and services, especially with single source suppliers of components of our products, were to terminate or our manufacturingarrangements were to be disrupted, our business could be interrupted.We purchase components and sub-assemblies for our systems, raw materials that are used in our consumables, and AM systems, component parts and raw materials for our StratasysDirect Manufacturing services business, from third-party suppliers, some of whom may compete with us. While there are several potential suppliers of most of these component parts, sub-assemblies and raw materials that we use, we currently choose to use only one or a limited number of suppliers for several of these components and materials. Furthermore, the suppliers ofAM systems and materials used in our SDM parts service may refuse to sell us additional AM systems or component parts and materials for AM systems that our SDM service uses. Ourreliance on a single or limited number of vendors involves a number of risks, including:●potential shortages of some key components; ●product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; ●discontinuation of a product on which we rely; ●potential insolvency of these vendors; and ●reduced control over delivery schedules, manufacturing capabilities, quality and costs.10Table of ContentsIn addition, we require any new supplier to become “qualified” pursuant to our internal procedures. The qualification process involves evaluations of varying durations, which may causeproduction delays if we were required to qualify a new supplier unexpectedly. We generally assemble our systems and parts based on our internal forecasts and the availability of rawmaterials, assemblies, components and finished goods that are supplied to us by third parties, which are subject to various lead times. If certain suppliers were to decide to discontinueproduction of an assembly, component or raw material that we use, the unanticipated change in the availability of supplies, or unanticipated supply limitations, could cause delays in, or lossof, sales, increased production or related costs and consequently reduced margins, and damage to our reputation. If we were unable to find a suitable supplier for a particular component,material or compound, we could be required to modify our existing products or the end-parts that we offer to accommodate substitute components, material or compounds.In particular, we rely on a sole supplier, Ricoh Printing Systems America, Inc., or Ricoh, for the printer heads for our PolyJet 3D printers. Under the terms of our agreement with Ricoh,we purchase printer heads and associated electronic components, and receive a non-transferable, non-exclusive right to assemble, use and sell these purchased products under Ricoh’s patentrights and trade secrets. Due to the risk of a discontinuation of the supply of Ricoh printer heads and other key components of our products, we maintain excess inventory of those printerheads and other components. However, if our forecasts exceed actual orders, we may hold large inventories of slow-moving or unusable parts or raw materials, which could result in inventorywrite offs or write downs and have an adverse effect on our cash flow, profitability and results of operations. See “Item 4. Information on the Company—Business Overview—Manufacturingand Suppliers—Inventory and Suppliers—Ricoh Agreement” for further discussion of this agreement.Discontinuation of operations at our manufacturing sites could prevent us from timely filling customer orders and could lead to unforeseen costs for us.We assemble and test the systems that we sell, and produce consumables for our systems, at single facilities in various locations that are specifically dedicated to separate categories ofsystems and consumables. We similarly rely on a single facility for assembly of the component parts and materials for AM systems that our SDM service uses. Because of our reliance on allof these production facilities, a disruption at any of those facilities could materially damage our ability to supply 3D printers, other systems or consumable materials to the marketplace in atimely manner. Depending on the cause of the disruption, we could also incur significant costs to remedy the disruption and resume product shipments. Such disruptions may be caused by,among other factors, earthquakes, fire, flood and other natural disasters. Accordingly, any such disruption could result in a material adverse effect on our revenue, results of operations andearnings, and could also potentially damage our reputation.A loss of, or reduction in revenues from, a significant number of our resellers and our independent sales agents would impair our ability to sell our products and services and couldreduce our revenues and adversely impact our operating results.We rely heavily on our network of resellers and independent sales agents to sell and (in the case of resellers) to service our products for end-users in their respective geographic regions.These resellers and sales agents may not be as effective in selling our products or servicing our end-users as we are. Further, if a significant number of these resellers and sales agents were toterminate their relationship with us or otherwise fail or refuse to sell our products, we may not be able to find replacements that are as qualified or as successful in a timely manner, if at all. Ifthese resellers and independent sales agents do not perform as anticipated or if we are unable to find qualified and successful replacements, our sales will suffer, which would have an adverseeffect on our revenues and operating results. Additionally, a default by one or more resellers that have a significant receivables balance could have an adverse financial impact on our financialresults.Our business model is predicated in part on building an end-user base that will generate a recurring stream of revenues through the sale of our consumables. If that recurring streamof revenues does not develop as expected, or if our business model changes as the industry evolves, our operating results may be adversely affected.Our business model is dependent in part on our ability to maintain and increase sales of our proprietary consumables as they generate recurring revenues. Existing and future end-users ofour systems may not purchase our consumables at the same rate at which end-users currently purchase those consumables. In addition, our entry-level systems generally use a lower volume ofconsumables relative to our higher end systems. If our current and future end-users purchase a lower volume of our consumables, or if our entry level systems represent an increasingpercentage of our future installed base mix uses less consumables than our current installed base, our recurring revenue stream relative to our total revenues would be reduced, and ouroperating results would be adversely affected.11Table of ContentsGlobal economic, political and social conditions have adversely impacted our sales, and may continue to affect us more significantly in the future.The uncertain direction and relative strength of the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and othermacroeconomic factors all affect spending behavior of potential end-users of our products and services. The prospects for economic growth in some of the regions in which we sell ourproducts remain uncertain, and may cause end-users to further delay or reduce technology purchases. In particular, a portion of our sales are made to customers in countries in Europe, whichhave been and may continue to be affected by significant economic difficulties. These and other macroeconomic factors had an adverse impact on the sales of the products and services of ourconstituent companies following the global financial downturn in late 2008, leading to reduced revenues from sales and longer sales cycles. While we experienced growth in revenues fromsales of our systems and consumables since 2010, that growth was not sustained in 2015, when our sales decreased. We also face risks that may arise from financial difficulties experienced byour end-users, suppliers and distributors, which may be exacerbated by continued uncertainty in the global economy, including:●reduced end-user demand for products and reduced manufacturing activity levels; ●distributors and end-users may be unable to obtain credit financing to finance purchases of our products; ●suppliers may be unable to obtain credit financing to finance purchases of sub-assemblies used to build components of products or purchases of raw materials to produce consumables; ●end-users or distributors may face financial difficulties or may become insolvent, which could lead to our inability to obtain payment for our products; and ●key suppliers of raw materials, finished products or components used in our products and consumables may face financial difficulties or may become insolvent, which could lead todisruption in the supply of systems, consumables or spare parts to our end-users.Our existing and planned international operations currently expose us and will continue to expose us to additional market and operational risks, and failure to manage these risksmay adversely affect our business and operating results.We expect to derive a substantial percentage of our sales from international markets. We derived 41% of our sales in 2015 from countries outside of North America. Accordingly, we facesignificant operational risks from doing business internationally, including:●fluctuations in foreign currency exchange rates; ●potentially longer sales and payment cycles; ●potentially greater difficulties in collecting accounts receivable; ●potentially adverse tax consequences; ●reduced protection of intellectual property rights in certain countries, particularly in Asia and South America; ●difficulties in staffing and managing foreign operations; ●laws and business practices favoring local competition; ●costs and difficulties of customizing products for foreign countries; ●compliance with a wide variety of complex foreign laws, treaties and regulations; ●tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; and ●being subject to the laws, regulations and the court systems of many jurisdictions.Our failure to manage the market and operational risks associated with our international operations effectively could limit the future growth of our business and adversely affect ouroperating results.12Table of ContentsSignificant disruptions of our information technology systems or breaches of our data security could adversely affect our business.A significant invasion, interruption, destruction or breakdown of our information technology systems and/or infrastructure by persons with authorized or unauthorized access couldnegatively impact our business and operations. We could also experience business interruption, information theft and/or reputational damage from cyber attacks, which may compromise oursystems and lead to data leakage either internally or at our third party providers. Our systems have been, and are expected to continue to be, the target of malware and other cyber attacks.Although we have invested in measures to reduce these risks, we cannot assure you that these measures will be successful in preventing compromise and/or disruption of our informationtechnology systems and related data.Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from theexpertise of some of our former employees.We generally enter into non-competition agreements with our employees. These agreements prohibit our employees from competing directly with us or working for our competitors orclients for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work and it may bedifficult for us to restrict our competitors from benefiting from the expertise that our former employees or consultants developed while working for us. For example, Israeli courts haverequired employers seeking to enforce non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limitednumber of material interests of the employer that have been recognized by the courts, such as the secrecy of a company’s confidential commercial information or the protection of itsintellectual property. If we cannot demonstrate that such interests will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former employees orconsultants and our ability to remain competitive may be diminished. In addition in California, where many employees of our SDM parts service are located, non-competition agreements withemployees are generally unenforceable after termination of employment.As a public company with significant operations in several countries, we are subject to regulation and must comply with reporting and other requirements in a number of jurisdictionsand, to the extent that regulatory authorities assert that we are not in compliance, we could be subject to sanctions which, if material, could materially and adversely affect our business.As a public company with significant operations in Israel, the United States and many other countries, we are subject to regulation and must comply with reporting and other requirementsin a number of jurisdictions. In particular, we are subject to the rules and regulations of the SEC and FINRA, which may elect from time to time to review or investigate our operations,various aspects of our financial statements, our disclosure practices and other matters. As such reviews progress, the regulating agencies may determine that we are and have been incompliance with applicable rules, or they may determine to pursue enforcement actions or other sanctions against us for alleged noncompliance. As an example, on March 3, 2016, the SECenforcement division issued a subpoena to us requesting a number of documents in connection with an investigation relating to the valuations and other calculations used by us to assess theimpairment of goodwill and/or intangible assets included in the balance sheet contained in our filings with the SEC. This matter is at a very preliminary stage, and we intend to cooperate fullywith the SEC.Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation could result in fines, criminal penalties and an adverse effect on ourbusiness.We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance withapplicable anti-corruption laws. We are subject, however, to the risk that our affiliated entities or our and our affiliates’ respective officers, directors, employees and agents (includingdistributors of our products) may take action determined to be in violation of such anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of2010, as well as trade sanctions administered by the Office of Foreign Assets Control and the U.S. Department of Commerce. Any violation by any of these persons could result in substantialfines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our results of operations. In addition, actual or allegedviolations could damage our reputation and ability to do business.We own a number of our manufacturing and office facilities, which may limit our ability to move those operations. If we were to move some or all of those operations, we could incurunforeseen charges.We own buildings in Eden Prairie, Minnesota, which we use to conduct our FDM manufacturing and assembly operations, as well as our manufacturing facility in Kiryat Gat, Israel. Weare also in the process of constructing our new office facility in Rehovot, Israel, which we also own. Ownership of these buildings and facilities may adversely affect our ability to move someor all of those operations to other locations that may be more favorable. If we were to move any of those operations to other locations, we may have difficulty selling or leasing the propertythat we vacate. This risk also applies to the facilities that we lease under non-cancellable lease agreements, where we cannot freely vacate the facilities. These limitations on our ability tomove could result in an impairment charge, as occurred in 2015 in respect of some of our leased facilities, which negatively impacted our results of operations, and could, in future periods,once again have an adverse effect on our results of operations.If we do not generate sufficient future taxable income, we may be required to recognize additional deferred tax asset valuation allowances, which would have a further adverse effecton our results of operations. The value of our deferred tax assets depends, in part, on our ability to use them to offset taxable income in future years. If we are unable to generate sufficient future taxable income in theU.S. and certain other jurisdictions, or if there are significant changes in tax laws or the tax rates or the period within which the underlying temporary differences become taxable ordeductible, we could be required to record valuation allowances against our deferred tax assets. Over the course of 2015, we recorded a valuation allowance of $ 152.1 million against ourdeferred tax assets, as it is more likely than not that those deferred tax assets will not be realized in future periods. We will continue to monitor whether the realization of our remainingdeferred tax assets is more likely than not. Such valuation allowance resulted, and any required future valuation allowance would result, in an increase in our effective tax rate, thereby havinga negative impact on our operating results. If, on the other hand, our estimated future taxable income is increased, the valuation allowances for our deferred tax assets may be reduced, therebyimpacting our operating results in a positive manner. These adverse and favorable changes may therefore contribute to the volatility of our consolidated financial results.13Table of ContentsDefault in payment by one or more resellers or customers from which we have large account receivable balances could adversely impact our results of operations and financialcondition.From time to time, our accounts receivable balances have been concentrated with certain resellers or customers. Default by one or more of these resellers or customers could result in asignificant charge against our current reported earnings. We have reviewed our policies that govern credit and collections, and will continue to monitor them in light of current payment statusand economic conditions. In addition, we try to reduce the credit exposures of our accounts receivable by credit limits and credit insurance for many of our customers. However, there can beno assurance that our efforts to identify potential credit risks will be successful. Our inability to timely identify resellers and customers that are credit risks could result in defaults at a timewhen such resellers or customers have high accounts receivable balances with us. Any such default would result in a significant charge against our earnings and adversely affect our results ofoperations and financial condition.We are subject to extensive environmental, health and safety laws and regulations that could have a material adverse effect on our business, financial condition and results ofoperations.Our operations use chemicals and produce waste materials. We are subject to extensive environmental, health and safety laws, regulations and permitting requirements in multiplejurisdictions governing, among other things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electricalproducts, the emission and discharge of hazardous materials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to ourfailure to properly dispose of chemicals and other waste materials and the health and safety of our employees. Under these laws, regulations and requirements, we could also be subject toliability for improper disposal of chemicals and waste materials, including those resulting from the use of our systems and accompanying materials by end-users. These or future laws andregulations could potentially require the expenditure of significant amounts for compliance and/or remediation. If our operations fail to comply with such laws or regulations, we may besubject to fines and other civil, administrative or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities. In addition, we may berequired to pay damages or civil judgments in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances that we generate, use, store,handle, transport, manufacture or dispose of), property damage or contribution claims. Some environmental laws allow for strict, joint and several liabilities for remediation costs, regardlessof fault. We may be identified as a potentially responsible party under such laws. Such developments could have a material adverse effect on our business, financial condition and results ofoperations.We are subject to environmental laws due to the import and export of our products, which could subject us to compliance costs and/or potential liability in the event of non-compliance.The export of our products internationally from our production facilities subjects us to environmental laws and regulations concerning the import and export of chemicals and hazardoussubstances such as the United States Toxic Substances Control Act, or TSCA, and the Registration, Evaluation, Authorization and Restriction of Chemical Substances, or REACH. These lawsand regulations require the testing and registration of some chemicals that we ship along with, or that form a part of, our systems and other products. If we fail to comply with these or similarlaws and regulations, we may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals togain and/or regain compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.We are currently subject to a number of lawsuits. These and any future lawsuits to which we become subject may have a material adverse impact on our capitalization, business andresults of operations.We have been sued by five current or former minority shareholders and former directors of our company who demand that we amend the capitalization table of our company such thatcertain share issuances prior to the Stratasys-Objet merger to certain of our shareholders named as defendants would be cancelled, with a consequent issuance of additional shares to theplaintiffs to account for the subsequent dilution to which they have been subject. The lawsuits, which were brought in an Israeli district court in March 2013, also name as defendants certainof our directors, officers and shareholders who previously held those positions prior to the Stratasys-Objet merger. While the court has dismissed the lawsuit of one of the former directors dueto lack of cause, the other lawsuits are in the midst of pre-trial hearings.14Table of ContentsWe are also subject to four additional lawsuits, styled as class actions of our shareholders, which were initiated in the United States District Courts for the District of Minnesota, theSouthern District of New York, and the Eastern District of New York on February 5, 9, and 20, 2015, and March 25, 2015, and which name the Company and certain of our officers asdefendants. The lawsuits allege violations of the Exchange Act in connection with allegedly false and misleading statements concerning our business and prospects. The plaintiffs seekdamages and an award of reasonable costs and expenses, including attorneys’ fees. On April 15, 2015, the cases were consolidated for all purposes, and on April 24, 2015, the court entered anorder appointing lead plaintiffs and approving their selection of lead counsel for the putative class. On July 1, 2015, lead plaintiffs filed their consolidated complaint. On August 31, 2015, thedefendants moved to dismiss the consolidated complaint for failure to state a claim. The court heard the motion on December 11, 2015, but has not rendered a decision. We intend to mountvigorous defenses to these lawsuits.We can provide no assurance as to the outcome of these or any future matters or actions, and any such matters or actions may result in judgments against us for significant damages and/orthe issuance of options to acquire shares of our capital stock, the exercise of which would result in dilution to our shareholders. Resolution of these matters can be prolonged and costly, andthe ultimate results or judgments are uncertain due to the inherent uncertainty in litigation and other proceedings. Moreover, our potential liabilities are subject to change over time due to newdevelopments, changes in settlement strategy or the impact of evidentiary requirements. Regardless of the outcome, litigation has resulted in the past, and may result in the future, insignificant legal expenses and require significant attention and resources of management. As a result, current and any future litigation could result in losses, damages and expenses that have amaterial adverse effect on our business.We rely on our management information systems for inventory management, distribution, and other key functions. If our information systems fail to adequately perform thesefunctions, or if we experience an interruption in their operation, our business and operating results could be adversely affected.The efficient operation of our business is dependent on our management information systems. We rely on our management information systems: to, among other things, effectivelymanage our accounting and financial functions, including maintaining our internal controls; to manage our manufacturing and supply chain processes; and to maintain our research anddevelopment data. The failure of our management information systems to perform properly could disrupt our business and product development, which may result in decreased sales,increased overhead costs, excess or obsolete inventory, and product shortages, causing our business and operating results to suffer. Although we take steps to secure our managementinformation systems, including our computer systems, intranet and internet sites, email and other telecommunications and data networks, the security measures we have implemented may notbe effective and our systems may be vulnerable to theft, loss, damage and interruption from a number of potential sources and events, including unauthorized access or security breaches,natural or man-made disasters, cyber-attacks, computer viruses, power loss, or other disruptive events. Our reputation, brand, and financial condition could be adversely affected if, as a resultof a significant cyber event or otherwise, our operations are disrupted or shut down; our confidential, proprietary information is stolen or disclosed; we incur costs or are required to pay finesin connection with stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or weotherwise incur significant litigation or other costs.Compliance with disclosure rules regarding “conflict minerals” may require us to incur expenses or modify our products or operations and may also adversely affect the demand forsome of our products and our operating results.As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, in August 2012 the SEC promulgated final rules regarding disclosure of the use of certain minerals(tin, tantalum, tungsten, and gold), and certain of their derivatives, known as “conflict minerals,” which are mined from the Democratic Republic of the Congo and adjoining countries, as wellas procedures regarding a manufacturer’s efforts to prevent the sourcing of such minerals and metals produced from those minerals. As required by these new rules, in 2013, we commenceddue diligence efforts to determine our use of conflict minerals, and we made our initial two annual conflict mineral filings with the SEC (for calendar years 2013 and 2014) on June 2, 2014and June 1, 2015, respectively. The rules require us to make subsequent disclosures no later than May 31 of each following year. A court ruling has overturned part of these SEC rules, bycharacterizing the required identification of products as “DRC conflict free,” having “not been found to be ‘DRC conflict free’” or “DRC conflict undeterminable ” as compelled speech thatviolates the First Amendment in the United States. Nevertheless, the SEC has appealed the court’s ruling, and the conflict minerals disclosures will remain in place for the report that we willneed to submit in 2016 (in respect of the 2015 year). We expect that we will continue to incur additional costs and expenses, which may be significant, in order to comply with these rules.Since our supply chain is complex, ultimately we may not be able to sufficiently verify the origins for any conflict minerals and metals used in our products through the due diligenceprocedures that we implement, which may adversely affect our reputation with our customers, shareholders, and other stakeholders. In such event, we may also face difficulties in satisfyingcustomers who require that all of our products are certified as conflict mineral free. If we are not able to meet such requirements, customers may choose not to purchase our products, whichcould adversely affect our sales and the value of portions of our inventory. Furthermore, there may be only a limited number of suppliers offering conflict free minerals and, as a result, wecannot be sure that we will be able to obtain metals, if necessary, from such suppliers in sufficient quantities or at competitive prices. Any one or a combination of these various factors couldharm our business, reduce market demand for our products, and adversely affect our profit margins, net sales, and overall financial results.15Table of ContentsRisks related to our intellectual propertyAs our patents expire, additional competitors using our technology could enter the market, which could offer competitive printers and consumables, require us to reduce our pricesfor our products and result in lost sales. Competitors’ introduction of lower quality products using our technology could also negatively affect the reputation and image of our products inthe marketplace.Some of our patents have expired and others will expire in coming years. Upon expiration of those patents, our competitors have introduced, and are likely to continue to introduce,products using the technology previously protected by the expired patents, which products may have lower prices than those of our products. To compete, we may need to reduce our pricesfor those products, which would adversely affect our revenues, margins and profitability. Additionally, the expiration of our patents could reduce barriers to entry into AM systems, whichcould result in the reduction of our sales and earnings potential. If competitors using technology previously protected by our expired patents were to introduce products of inferior quality, ourpotential customers may view our products negatively, which would have an adverse effect on our image and reputation and on our ability to compete with systems using other AMtechnologies.If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer.We rely on a combination of patent and trademark laws in the United States and other countries, trade secret protection, confidentiality agreements and other contractual arrangementswith our employees, end-users and others to maintain our competitive position. In particular, our success depends, in part, on our ability, and the ability of our licensors, to obtain patentprotection for our and their products, technologies and inventions, maintain the confidentiality of our and their trade secrets and know-how, operate without infringing upon the proprietaryrights of others and prevent others from infringing upon our and their proprietary rights.Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies, inventions,processes or improvements. We cannot assure you that any of our existing or future patents or other intellectual property rights will not be challenged, invalidated or circumvented, or willotherwise provide us with meaningful protection. Our pending patent applications may not be granted, and we may not be able to obtain foreign patents or pending applications correspondingto our U.S. patents. The laws of certain countries, such as China, may not provide the same level of patent protection and intellectual property right enforcement as in the United States, soeven if we enforce our intellectual property rights or obtain additional patents in China or elsewhere outside of the United States, effective enforcement of such rights may not be effective. Ifour patents and other intellectual property do not adequately protect our technology, our competitors may be able to offer additive manufacturing systems, consumables or other productssimilar to ours. Our competitors may also be able to develop similar technology independently or design around our patents, and we may not be able to detect the unauthorized use of ourproprietary technology or take appropriate steps to prevent such use.If we attempt enforcement of our intellectual property rights, we may be (as we have been in the past) subject or party to claims, negotiations or complex, protracted litigation. Intellectualproperty disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel,and by increasing our costs of doing business. Any of the foregoing could adversely affect our operating results.We may be subject to claims that we are infringing, misappropriating or otherwise violating the intellectual property rights of others.Our products and technology, including the technology that we license from others, may infringe, misappropriate or otherwise violate the intellectual property rights of third parties. Patentapplications in the United States and most other countries are confidential for a period of time until they are published, and the publication of discoveries in scientific or patent literaturetypically lags actual discoveries by several months or more. As a result, the nature of claims contained in unpublished patent filings around the world is unknown to us, and we cannot becertain that we were the first to conceive inventions covered by our patents or patent applications or that we were the first to file patent applications covering such inventions. Furthermore, itis not possible to know in which countries patent holders may choose to extend their filings under the Patent Cooperation Treaty or other mechanisms. In addition, we may be subject tointellectual property infringement claims from individuals, vendors and other companies, including those that have acquired patents in the fields of 3D printing or consumable production forthe sole purpose of asserting claims against us. In addition to patent infringement claims, we may be subject to other intellectual property claims, such as claims that we are infringingtrademarks or misappropriating trade secrets. We may also be subject to claims relating to the content on our websites, including third-party content posted on our Thingiverse.com orGrabCAD.com websites. Any intellectual property claims, regardless of the merit or resolution of such claims could cause us to incur significant costs in responding to, defending andresolving such claims, and may prohibit or otherwise impair our ability to commercialize new or existing products. Resolution of such claims may, among other things, require us to redesigninfringing technology, enter into costly settlement or license agreements on terms that are unfavorable to us, or require us to indemnify our distributors and end-users. Any infringement by usor our licensors of the intellectual property rights of third parties may have a material adverse effect on our business, financial condition and results of operations.16Table of ContentsIf we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us, in particular in developingconsumables that could be used with our printing systems in place of our proprietary consumables.We have devoted substantial resources to the development of our technology, trade secrets, know-how and other unregistered proprietary rights. While we enter into confidentiality andinvention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated, and we may nothave entered into such agreements with all relevant parties. Such agreements may be breached and confidential information may be willfully or unintentionally disclosed, or our competitorsor other parties may learn of the information in some other way. The disclosure to, or independent development by, a competitor of any of our trade secrets, know-how or other technology notprotected by a patent or other intellectual property system could materially reduce or eliminate any competitive advantage that we may have over such competitor.This concern could manifest itself in particular with respect to our proprietary consumables that are used with our systems. Portions of our proprietary consumables may not be affordedpatent protection. Chemical companies or other producers of raw materials used in our consumables may be able to develop consumables that are compatible to a large extent with oursystems, whether independently or in contravention of our trade secret rights and related proprietary and contractual rights. If such consumables are made available to owners of our systems,and are purchased in place of our proprietary consumables, our revenues and profitability would be reduced and we could be forced to reduce prices for our proprietary consumables.Risks related to operations in IsraelOur Israeli headquarters and manufacturing and other significant operations may be adversely affected by political, economic and military instability in Israel.One of our dual corporate headquarters, as well as all of our PolyJet-related system manufacturing and research and development facilities, one of our two PolyJet consumablesmanufacturing facilities, one of our FDM manufacturing facilities, and some of our suppliers, are located in central and southern Israel. In addition, many of our key employees, officers anddirectors are residents of Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, anumber of armed conflicts have taken place between Israel and its neighboring countries. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and itstrading partners could adversely affect our operations and results of operations. During the winter of 2008-2009, in November 2012 and once again in the summer of 2014, Israel has beenengaged in armed conflict with Hamas, a militia group and political party that controls the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict withHezbollah, a Lebanese Islamist Shiite militia group and political party. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas where some ofour manufacturing facilities are located, and negatively affected business conditions in Israel. Any armed conflicts, terrorist activities or political instability in the region, including thoserelated to the recent unrest in Syria, could adversely affect business conditions and could harm our results of operations and could make it more difficult for us to raise capital. Parties withwhom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meetour business partners face to face. In addition, parties with whom we have agreements involving performance in Israel may claim that they are not obligated to perform their commitmentsunder those agreements pursuant to force majeure provisions in such agreements due to the political or security situation in Israel.Furthermore, many of our male employees in Israel, including members of our senior management, are obligated to perform one month, and in some cases longer periods, of annualmilitary reserve duty until they reach the age of 45 (or older, for citizens who hold certain positions in the Israeli armed forces reserves), and, in the event of a military conflict (such as the lastconflict with Hamas), may be called to active duty. In response to increases in terrorist activity from time to time and as a result of the last conflict with Hamas, there have been periods ofsignificant call-ups of military reservists, and some of our Israeli employees have been called up in connection with armed conflicts. It is possible that there will be similar large-scale militaryreserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant number of Israeli employees or of one or more of our key Israeli employees. Suchdisruption could materially adversely affect our business and operations.Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although the Israeli government iscurrently committed to covering the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will bemaintained, or if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by our Israeli operations could have a material adverse effect onour business. Any armed conflicts or political instability in the region would likely negatively affect business conditions generally and could harm our results of operations.17Table of ContentsYour rights and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S.companies.We are organized under Israeli law. The rights and responsibilities of the holders of our ordinary shares are governed by our amended and restated articles of association and Israeli law.These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S.-based corporations. In particular, a shareholder of an Israelicompany has a duty to act in good faith toward the company and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at thegeneral meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions andinterested party transactions requiring shareholder approval. In addition, a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or to appoint orprevent the appointment of a director or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist us in understanding theimplications of these provisions that govern shareholders’ actions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares thatare not typically imposed on shareholders of U.S. corporations.Provisions of Israeli law may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms ofsuch a transaction are favorable to us and our shareholders.Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officersor significant shareholders and regulates other matters that may be relevant to such types of transactions. For example, a merger may not be consummated unless at least 50 days have passedfrom the date on which a merger proposal is filed by each merging company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the shareholdersof both merging companies have approved the merger. In addition, a majority of each class of securities of the target company must approve a merger. Moreover, a tender offer for all of acompany’s issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at least 95% of the issued share capital. Completion of thetender offer also requires approval of a majority of the offerees that do not have a personal interest in the tender offer, unless, following consummation of the tender offer, the acquirer wouldhold at least 98% of the company’s outstanding shares. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six monthsfollowing the completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition, unless the acquirer stipulated in its tender offer that a shareholder thataccepts the offer may not seek such appraisal rights.Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israelexempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli taxlaw allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including a holding period of two years from the date of thetransaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions.Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares hasoccurred.These and other similar provisions could delay, prevent or impede an acquisition of our company or our merger with another company, even if such an acquisition or merger would bebeneficial to us or to our shareholders.Exchange rate fluctuations between the U.S. dollar and the New Israeli Shekel, the Euro, the Yen and other non-U.S. currencies may negatively affect the earnings of our operations.We report our financial results and most of our revenues are recorded in U.S. dollars. However, substantially all of the manufacturing, research and development expenses of our Israelioperations, as well as a portion of the cost of revenues, selling and marketing, and general and administrative expenses of our Israeli operations, are incurred in New Israeli Shekels. As aresult, we are exposed to exchange rate risks that may adversely affect our financial results. If the New Israeli Shekel appreciates against the U.S. dollar or if the value of the New IsraeliShekel declines against the U.S. dollar at a time when the rate of inflation in the cost of Israeli goods and services exceeds the rate of decline in the relative value of the New Israeli Shekel,then the U.S. dollar cost of our operations in Israel would increase and our results of operations would be adversely affected Our Israeli operations also could be adversely affected if we areunable to effectively hedge against currency fluctuations in the future. We cannot predict any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the New IsraeliShekel against the U.S. dollar. The Israeli annual rate of inflation (deflation) amounted to (1.0%), (0.2%) and 1.8% for the years ended December 31, 2015, 2014 and 2013, respectively. Theannual appreciation (devaluation) of the New Israeli Shekel in relation to the U.S. dollar amounted to (0.3%), (12. 0%) and 6.5% for the years ended December 31, 2015, 2014 and 2013,respectively.18Table of ContentsWe also have substantial revenues and expenses that are denominated in non-US currencies other than the New Israeli Shekel, particularly the Euro. Therefore, our operating results andcash flows are also subject to fluctuations due to changes in the relative values of the U.S. dollar and those foreign currencies. These fluctuations could negatively affect our operating resultsand could cause our revenues and net income or loss to vary from quarter to quarter. Furthermore, to the extent that our revenues increase in regions such as Asia Pacific, where our sales aredenominated in U.S. dollars, a strengthening of the dollar against other currencies could make our products less competitive in those foreign markets and collection of receivables moredifficult.From time to time we engage in currency hedging activities. These measures, however, may not adequately protect us from material adverse effects due to the impact of inflation in Israelor from fluctuations in the relative values of the U.S. dollar and other foreign currencies in which we transact business, and may result in a financial loss. For further information, please see“Item 11. Quantitative And Qualitative Disclosures About Market Risk” in this annual report.Calculating our income tax rate is complex and subject to uncertainty. We currently receive Israeli government tax benefits in respect of our Israeli operations. If we do not meetseveral conditions for receipt of those benefits, or if the Israeli government otherwise decides to eliminate those benefits, they may be terminated or reduced, which would impact ourincome tax rate and increase our costs.The computation of income taxes is complex because it is based on the laws of numerous taxing jurisdictions and requires significant judgment on the application of complicated rulesgoverning accounting for tax provisions under GAAP. Income taxes for interim quarters are based on a forecast of our effective tax rate for the year, which includes forward-looking financialprojections. Such financial projections are based on numerous assumptions, including the expectations of profit and loss by jurisdiction. It is difficult to accurately forecast various items thatmake up the projections, and such items may be treated as discrete accounting. Examples of items that could cause variability in our income tax rate include our mix of income by jurisdiction,tax deductions for share option expense, the application of transfer pricing rules, and tax audits. Future events, such as changes in our business and the tax law in the jurisdictions where we dobusiness, could also affect our rate.One important assumption that goes into calculation of our tax rate is the tax benefit that we receive in respect of some of our operations in Israel, referred to as “Approved Enterprise” and“Beneficiary Enterprise”, under the Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law. Based on an evaluation of the relevant factors under theInvestment Law, including the level of foreign (that is, non-Israeli) investment in our company, we have estimated that our effective tax rate to be paid with respect to all Israeli operationsunder these benefit programs is 7% to 12%, based on the current balance of activity between our Rehovot, Israel and Kiryat Gat, Israel facilities and the available level of benefits under thelaw. If we do not meet the requirements for maintaining these benefits, they may be reduced or cancelled and the relevant operations would be subject to Israeli corporate tax at the standardrate, which is currently set at 25% (in 2015 the corporate tax rate was 26.5%). In addition to being subject to the standard corporate tax rate, we would be required to refund any tax benefitsthat we have already received as adjusted by the Israeli consumer price index, plus interest or other monetary penalties. Even if we continue to meet the relevant requirements, the tax benefitsthat our current “Approved Enterprise” and “Beneficiary Enterprise” receive may not be continued in the future at their current levels or at all. If these tax benefits were reduced or eliminated,the amount of taxes that we pay would likely increase, as all of our operations would consequently be subject to corporate tax at the standard rate, which may cause our effective tax rate to bematerially different than our estimates and could adversely affect our results of operations. Additionally, if we increase our activities outside of Israel, for example, via acquisitions, ourincreased activities may not be eligible for inclusion in Israeli tax benefit programs, and that could also adversely affect our effective tax rate and our results of operations.The Israeli government may furthermore independently determine to reduce, phase out or eliminate entirely the benefit programs under the Investment Law, regardless of whether we thenqualify for benefits under those programs at the time, which would also adversely affect our effective tax rate and our results of operations.Certain Israeli government grants that we received for certain of our research and development activities in Israel may restrict our ability to transfer manufacturing operations ortechnology outside of Israel, and failure to satisfy the conditions of those grants with respect to such transfers may require us to obtain a pre-approval from the relevant authorities andpay penalties.Our Israeli-based research and development efforts were and are financed in part, through grants that we received from Israel’s Office of the Chief Scientist of the Ministry of Economy,or OCS. Through 2006, Objet received approximately $1.5 million, which it repaid in its entirety (including interest thereon) by the end of 2007. More recently, we have received additionalfunding of approximately $1.4 million, in the aggregate (as of December 31, 2015), under several R&D programs to support certain research and development projects in Israel. Such fundingis not subject to royalty obligations on our part.19Table of ContentsWe must comply with the requirements of the Israeli Law for the Encouragement of Industrial Research and Development, 1984, and related regulations, or the Research Law, withrespect to those current and past grants. When a company develops knowhow, technology or products using OCS grants, the terms of these grants and the Research Law restrict the transfer ofsuch know-how, and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval of the OCS. Therefore, ifaspects of our technologies are deemed to have been developed with OCS funding, the discretionary approval of an OCS committee would be required for any transfer to third parties outsideof Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies. We may not receive those approvals. Furthermore, the OCS may impose certainconditions on any arrangement under which it permits us to transfer technology or development out of Israel.The transfer of OCS-supported technology or know-how outside of Israel may involve the payment of significant amounts, depending upon the value of the transferred technology orknow-how, the amount of OCS support, the time of completion of the OCS-supported research project and other factors. Furthermore, the consideration available to our shareholders in atransaction involving the transfer outside of Israel of technology or know-how developed with OCS funding (such as a merger or similar transaction) may be reduced by any amounts that weare required to pay to the OCS.It may be difficult to enforce a U.S. judgment against us and our officers and directors in Israel or the United States, or to serve process on our officers and directors.We are organized in Israel. Most of our officers and half of our directors (as of December 31, 2015) reside outside of the United States, and a majority of our assets are located outside ofthe United States. Therefore, a judgment obtained against us or any of our executive officers and directors in the United States, including one based on the civil liability provisions of the U.S.federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for you to effect service of process on these persons inthe United States or to assert U.S. securities law claims in original actions instituted in Israel.Risks related to an investment in our ordinary sharesIf certain of our shareholders sell a substantial number of our ordinary shares, the market price of our ordinary shares could decline.Former MakerBot stockholders and certain MakerBot employees, former Solid Concepts stockholders and option holders, and certain Solid Concepts employees, and certain HarvestTechnologies employees and former stockholders, may resell the ordinary shares that we issued or may issue to them pursuant to the MakerBot transaction, Solid Concepts acquisition orHarvest Technologies acquisition, as applicable, under our Form F-3 registration statement that we filed, which covers the resale of the foregoing groups of shares. Under the terms of theMakerBot and Solid Concepts merger agreements, and the Harvest Technologies stock purchase agreement, we issued at the closing of the transactions on August 15, 2013, July 14, 2014 andAugust 1, 2014, respectively, 3,921,660 ordinary shares, 978,601 ordinary shares and 175,456 ordinary shares (after withholding certain shares for taxes, where applicable), which may besold or may have already been sold, in whole or part, to the public following the closings. Those shares together constituted approximately 10% of our issued and outstanding shares, in theaggregate, as of the closing date of the Harvest Technologies acquisition (following the issuance of the shares in the Harvest Technologies acquisition). During 2015, we have issued since therespective closings, an additional 635,939, 236,400 and 26,614 ordinary shares to the selling shareholders and/or employees pursuant to the MakerBot transaction, Solid Concepts acquisitionor Harvest Technologies acquisition, respectively, which may be subsequently resold without restriction (assuming that the related registration statement that we have filed remains in effect).We may also issue up to an additional, approximately 741,000 ordinary shares and approximately 69,000 (based on our share price as of December 31, 2015) ordinary shares to the sellingshareholders and/or employees in respect of periods through mid-2017 and early 2018 pursuant to the terms of the Solid Concepts merger agreement and Harvest Technologies stock purchaseagreement, respectively, which may be subsequently resold without restriction (assuming that the related registration statement that we have filed remains in effect). Sales of a significantnumber of the foregoing shares in a short period of time could have the effect of depressing the market price of our ordinary shares.The market price of our ordinary shares may be subject to fluctuation, regardless of our operating results and financial condition. As a result, our shareholders could incursubstantial losses.The market price of our ordinary shares since the Stratasys-Objet merger has been subject to substantial fluctuation. During 2015 and the early part of 2016 (through February 29, 2016),our ordinary shares have traded with closing prices that have ranged from $15.24 to $81.05. It is likely that the price of our ordinary shares will continue to be subject to substantial fluctuationregardless of our operating results or financial condition due to a number of factors, including:20Table of Contents●whether we achieve the perceived benefits of the mergers or acquisitions that we consummate as rapidly or to the extent anticipated by financial or industry analysts; ●whether the effects on our business and prospects of the mergers or acquisitions that we consummate are consistent with the expectations of financial or industry analysts; ●variations in our and our competitors’ results of operations and financial condition; ●market acceptance of our products; ●the mix of products that we sell, and related services that we provide, during any period; ●changes in earnings estimates or recommendations by securities analysts; ●development of new competitive systems and services by others; ●our announcements of technological innovations or new products; ●delays between our expenditures to develop and market new or enhanced systems and consumables and the generation of sales from those products; ●developments concerning intellectual property rights; ●changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ●changes in our expenditures to promote our products and services; ●changes in the cost of satisfying our warranty obligations and servicing our installed base of systems; ●success or failure of research and development projects of the combined company or its competitors; ●the general tendency towards volatility in the market prices of shares of technology companies; and ●general market conditions and other factors, including factors unrelated to our operating performance.These factors and any corresponding price fluctuations may materially and adversely affect the market price of our ordinary shares and result in substantial losses being incurred by ourshareholders.Market prices for securities of technology companies historically have been very volatile. The market for these securities has from time to time experienced significant price and volumefluctuations for reasons unrelated to the operating performance of any one company. In the past, following periods of market volatility, public company shareholders have often institutedsecurities class action litigation. Such securities litigation could result in substantial costs and divert the resources and attention of our management from our business.Raising additional capital by issuing securities may cause dilution to our shareholders, and may furthermore be difficult in the current market environment.We may need or desire to raise substantial capital in the future. Our future capital requirements will depend on many factors, including, among others:●the extent to which we acquire or invest in businesses, products or technologies and other strategic relationships; ●our degree of success in capturing a larger portion of additive manufacturing demand; ●the costs of establishing or acquiring sales, marketing and distribution capabilities for our products; ●the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our issued patents and defending intellectual property-related claims; and ●the costs of financing unanticipated working capital requirements and responding to competitive pressures.21Table of ContentsIf we raise funds by issuing equity or convertible debt securities, it will reduce the percentage ownership of our then-existing shareholders, and the holders of such new securities mayhave rights, preferences or privileges senior to those possessed by our then-existing shareholders.The current market price for our ordinary shares, which has declined significantly since its all-time high in periods following the Stratasys-Objet merger, also adversely impacts our abilityto raise funds in the capital markets.We do not anticipate paying any cash dividends in the foreseeable future. Therefore, if our share price does not appreciate, our shareholders may not recognize a return, and couldpotentially suffer a loss, on their investment in our ordinary shares.We intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our ordinary shares will beinvestors’ sole source of a return on their investment for the foreseeable future.Even if we decide to pay dividends on our ordinary shares, we may be restricted from doing so or payment of such dividends may have adverse consequences for our company.Under the Companies Law, dividends may only be paid out of our profits and other surplus funds (as defined in the Companies Law) as of the end of the most recent year or as accruedover a period of the most recent two years, whichever amount is greater, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existingand foreseeable obligations as they become due. In the event that we do not meet the profit and surplus funds criteria, we can seek the approval of an Israeli court in order to distribute adividend. The court may approve our request if it is convinced that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeableobligations as they become due. Due to the acquisition method of accounting utilized for the Stratasys-Objet merger and the MakerBot transaction under GAAP, pursuant to which we weredeemed to have acquired Objet’s assets, we have incurred and will continue to incur significant annual amounts of depreciation and amortization expense in respect of those assets (see note 2to our consolidated financial statements appearing in this annual report for more information on the method of accounting for the MakerBot transaction). We are also subject to the risk ofimpairment charges from time to time to our acquired assets , as occurred in 2015, when we incurred over $ 1.2 billion in impairment charges. These significant annual expenses under GAAPhave reduced, and may continue to reduce or eliminate, our profits and surplus funds as determined under the Companies Law, and, hence, may restrict our ability to pay dividends (absentcourt approval).In general, the payment of dividends may also be subject to Israeli withholding taxes. In addition, because we receive certain benefits under the Israeli law relating to “ApprovedEnterprise” and “Beneficiary Enterprise”, our payment of dividends (out of tax-exempt income) may subject us to certain Israeli taxes to which we would not otherwise be subject. See “Risksrelated to our operations in Israel—The government tax benefits that we currently receive require us to meet several conditions and may be terminated or reduced in the future, which wouldincrease our costs.”We are a foreign private issuer under the rules and regulations of the SEC and are therefore exempt from a number of rules under the Exchange Act and are permitted to file lessinformation with the SEC than a domestic U.S. reporting company, which will reduce the level and amount of disclosure that you receive.As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and proceduralrequirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companieswith securities registered under the Exchange Act; and are not required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information.In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rulesunder the Exchange Act with respect to their purchases and sales of our ordinary shares. Accordingly, you receive less information about our company and trading in our shares by ouraffiliates than you would receive about a domestic U.S. company, and are afforded less protection under the U.S. federal securities laws than you would be afforded in holding securities of adomestic U.S. company.As a foreign private issuer, we are also permitted, and have begun, to follow certain home country corporate governance practices instead of those otherwise required under the ListingRules of the NASDAQ Stock Market for domestic U.S. issuers. We have informed NASDAQ that we follow home country practice in Israel with regard to, among other things, compositionof our board of directors (whereby a majority of the members of our board of directors need not be “independent directors,” as is generally required for domestic U.S. issuers), directornomination procedure and approval of compensation of officers. In addition, we have opted to follow home country law instead of the Listing Rules of the NASDAQ Stock Market thatrequire that a listed company obtain shareholder approval for certain dilutive events, such as the establishment or amendment of certain equity-based compensation plans, an issuance that willresult in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or greater interest in the company, and certain acquisitions of thestock or assets of another company. Following our home country governance practices as opposed to the requirements that would otherwise apply to a United States company listed on TheNASDAQ Global Select Market may provide our shareholders with less protection than they would have as shareholders of a domestic U.S. company.22Table of ContentsOur status as a foreign private issuer is subject to an annual review and test, and will be tested again as of June 30, 2016 (the last business day of our second fiscal quarter of 2016). If welose our status as a foreign private issuer, we will no longer be exempt from such rules. Among other things, beginning on January 1, 2017, we would be required to file periodic reports andfinancial statements on a periodic basis (including both an annual report in respect of 2016 and quarterly reports in respect of each of the quarters of 2017) as if we were a companyincorporated in the U.S., which, among other things, could result in increased compliance and reporting costs to us.If we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as they apply to a foreign private issuer, or if our internalcontrols over financial reporting are not effective, the reliability of our financial statements may be questioned and our share price may suffer.We are subject to the requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, which requires a company that is subject to the reporting requirements of the U.S. securitieslaws to conduct a comprehensive evaluation of its and its subsidiaries’ internal controls over financial reporting. To comply with this statute, we are required to document and test our internalcontrol procedures, and our management is required to assess and issue a report concerning our internal controls over financial reporting, in each case on an annual basis. In addition, ourindependent registered public accounting firm is required to issue an opinion on the effectiveness on our internal control over financial reporting pursuant to Section 404.We have prepared for compliance with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for our management’s report. Thecontinuous process of strengthening our internal controls and complying with Section 404 is complicated and time-consuming. If our business continues to grow internationally, our internalcontrols will become more complex and will require significantly more resources and attention to ensure that they remain effective overall. Over the course of testing our internal controls, ourmanagement may identify material weaknesses, which may not be remedied in a timely manner on an ongoing basis. If our management cannot favorably assess the effectiveness of ourinternal controls over financial reporting, or if our independent registered public accounting firm identifies material weaknesses in our internal controls, investor confidence in our financialresults may weaken, and our share price may suffer.If we are classified as a passive foreign investment company, or PFIC, our U.S. shareholders may suffer adverse tax consequences.Generally, if for any taxable year, after applying certain look-through rules, 75% or more of our gross income is passive income, or at least 50% of the value of our assets are held for theproduction of, or produce, passive income, we may be characterized as a PFIC for U.S. federal income tax purposes. Passive income for this purpose generally includes, among other things,certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. If we are aPFIC, gain realized by a U.S. shareholder on the sale of our ordinary shares may be taxed as ordinary income (rather than as capital gain income), and an interest charge added to the tax.Rules similar to those applicable to the taxation of gains realized on the disposition of our stock would apply to distributions exceeding certain thresholds.Although we do not believe that we were a PFIC in 2015, we cannot assure you that the IRS will agree with that conclusion or that we will not become a PFIC in 2016 or in a subsequentyear. The tests for determining PFIC status are applied annually, and it is difficult to make accurate predictions of our future income and the future value of our assets. U.S. shareholdersshould consult with their own U.S. tax advisors with respect to the U.S. tax consequences of investing in our ordinary shares. For a discussion of how we might be characterized as a PFIC andrelated tax consequences, please see Item 10.E, “Additional Information—Taxation—U.S. Federal Income Tax Considerations—Tax Consequences if We Are a Passive Foreign InvestmentCompany”.ITEM 4. INFORMATION ON THE COMPANY.A. History and Development of the CompanyOur legal and commercial name is Stratasys Ltd., and we are the product of the 2012 merger of two leading additive manufacturing companies, Stratasys, Inc. and Objet Ltd. Stratasys,Inc. was incorporated in Delaware in 1989, and Objet Ltd. was incorporated in Israel in 1998, under the name Objet Geometries Ltd., which was changed in 2011 to Objet Ltd. On December1, 2012, the two companies completed the Stratasys-Objet merger, pursuant to which Stratasys, Inc. became an indirect, wholly-owned subsidiary of Objet Ltd., and Objet Ltd. changed itsname to Stratasys Ltd. Also, as part of that transaction, the ordinary shares of Stratasys Ltd. were listed on the NASDAQ Global Select Market under the trading symbol “SSYS”, in place ofthe listing of the common stock of Stratasys, Inc., which had also traded under that symbol. On August 15, 2013 we acquired Cooperation Technology Corporation, or MakerBot, which wasthe direct parent company of MakerBot Industries, LLC, a leader in desktop 3D printing, and which owned and operated Thingiverse.com, a website dedicated to the sharing of user-createddigital design files. The business of MakerBot (including Thingiverse.com) is now operated by a subsidiary of our company. In July 2014 and August 2014, we completed the acquisitions ofSolid Concepts and Harvest Technologies, respectively, two leading providers of additive manufacturing services. Following those last two acquisitions, in 2015, we introduced our brandedStratasys Direct Manufacturing, or SDM, service, which significantly broadened and increased our production and offering of AM parts, which are used by our customers as prototypes,benchmarks and end-use parts.23Table of ContentsWe have dual headquarters. Our registered office and one of our two principal places of business is located at 2 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 76124, Israel, andour telephone number at that office is (+972)-74-745-4314. Our other principal place of business is located at 7665 Commerce Way, Eden Prairie, Minnesota, and our telephone number thereis (952) 937-3000. Our agent in the United States is S. Scott Crump, our Chairman of the Executive Committee, whose address is c/o Stratasys Inc. at the address of our Eden Prairie,Minnesota headquarters. Our World Wide Web address is www.stratasys.com. The information contained on that web site (or on our other web sites, including www.objet.com) is not a partof this annual report. As an Israeli company, we operate under the provisions of Israel’s Companies Law, 5759-1999.In 2015, 2014 and 2013, our capital expenditures amounted to $87.0 million, $62.3 million and $39.7 million, respectively, of which $84.3 million, $60.5 million and $33.3 million,respectively, which was principally related to the purchase of property, plant and equipment. During 2015, our principal property and equipment purchase was our new property in Rehovot,Israel, which we own, and where we are currently constructing a new facility. This new facility, towards which we paid $39.1 million during 2015, will house our new Israeli headquarters,research and development facilities and certain manufacturing activities. Our remaining capital expenditures in 2015 related primarily to manufacturing and engineering developmentequipment, leasehold improvements and computer systems and software applications.Other purchases of property and equipment that we have made over 2014 and 2013 have been mainly for facilities expansion, research and development, manufacturing equipment andinformation technology, primarily for our facilities in the United States, Israel and Germany. These expenditures were financed internally from our working capital.B. Business overviewWe are a leading global provider of 3D printing and additive manufacturing, or AM, solutions for the creation of parts used in the processes of designing and manufacturing products andfor the direct manufacture of end parts. Our solutions include products ranging from entry-level desktop 3D printers to systems for rapid prototyping, or RP, and large production systems fordirect digital manufacturing, or DDM. We also develop, manufacture and sell materials for use with our systems and provide related services offerings. We believe that the range of 3Dprinting consumable materials that we offer, consisting of 14 Fused Deposition Modeling, or FDM, cartridge-based materials, 25 PolyJet cartridge-based materials, five Smooth CurvaturePrinting, or SCP, inkjet-based materials and 158 non-color digital materials, and over 1,500 color variations, as well as our four SolidScape non-toxic thermoplastic modeling materials, is thewidest in the industry. Our services offerings include Stratasys Direct Manufacturing printed parts service as well as our professional services.3D printing, which is also referred to as additive manufacturing, is transforming prototype development manufacturing processes and is displacing (or, in certain cases, complementing)certain segments of traditional, or subtractive, manufacturing methodologies such as metal extrusion, computer-controlled machining and manual modeling techniques. With respect toproduct design and prototype development, 3D printing significantly improves the design process, reduces the time required for product development and facilitates creativity, while keepingthe most or all of the design process in-house. 3D printing also enables the direct manufacture of parts that are subsequently incorporated into a user’s end product. In addition, manufacturersare increasingly using 3D printing systems to produce manufacturing tools and fixtures that aid in their production and assembly processes. While 3D printing has historically been focused ondesign and manufacturing applications, 3D printing is beginning to show signs of broader adoption through simplification, with the growth of entry-level desktop 3D printers.Our products and services are used in different applications by customers in a broad array of industries, including aerospace, automotive, consumer electronics, consumer goods, medicalprocesses and medical devices, education, dental, jewelry and more. Our customers range from individuals and smaller businesses to large, global enterprises, and we include a number ofFortune 100 companies among our customers.24Table of ContentsWe offer a broad range of systems, consumables and services for 3D printing and additive manufacturing. Our wide range of solutions, based on our proprietary 3D printing technologiesand materials, enhance the ability of designers, engineers and manufacturers to:●visualize and communicate product ideas and designs;●verify the form, fit and function of prototypes;●manufacture tools, jigs, fixtures, casts and injection molds used in the process of manufacturing end-products;●manufacture customized and short-run end-products more efficiently and with greater agility; and●produce objects that could not otherwise be manufactured through subtractive manufacturing methodologies.The primary focus of our 3D printing solutions has been for use for prototyping, tooling and manufacturing, and within the vertical markets of auto, aero, medical, dental, jewelry andeducation. Our product portfolio consists of five series of 3D printing systems and the consumables used in those systems. These series are the MakerBot desktop series, the Idea Series, theDesign Series, the Production Series and the Dental Series. Collectively, this portfolio offers a variety of performance options for our customers, depending on their desired application, aswell as on the nature and size of the designs, prototypes or end-products they seek to produce. Our wide range of systems allows us to offer our customers systems at a number of differentprice points, depending on the features that our customers desire.As of December 31, 2015, we have sold approximately 146,024 systems globally, including approximately 98,579 sold by MakerBot , on a pro-forma combined basis . We benefit fromrecurring revenues from the sale of resin and plastic consumables and related services. We provide products and services to our global customer base throughout our offices in North Americaand internationally, including: Frankfurt, Germany; Hong Kong; Mexico; São Paulo, Brazil; Shanghai, China; St. Gallen, Switzerland; and Tokyo, Japan, as well as through our worldwidenetwork of more than 200 agents and resellers. Additionally, through the MakerBot transaction, we have added an online sales channel. We have more than 2,700 employees and hold morethan 800 granted patents or pending patent applications worldwide.Industry overviewHistorically, prototype development and customized manufacturing have been performed by traditional methods using metal extrusion, computer-controlled machining and manualmodeling techniques, in which blocks of material are carved or milled into specific objects. These subtractive manufacturing methodologies have numerous limitations. They often requirespecialist technicians and can be time- and labor-intensive. The time intensity of traditional modeling can leave little room for design error or subsequent redesign without meaningfullyimpacting a product’s time-to-market and development cost. As a result, prototypes have traditionally been created only at selected milestones late in the design process, which preventsdesigners from truly visualizing and verifying the design of an object in the preliminary design stage. The inability to iterate a design rapidly hinders collaboration among design teammembers and other stakeholders and reduces the ability to optimize a design, as time-to-market and optimization become necessary trade-offs in the design process.3D printing addresses the inherent limitations of traditional modeling technologies through its combination of functionality, quality, ease of use, speed and cost. 3D printing can besignificantly more efficient and effective than traditional model-making techniques for use across the design process, from concept modeling and design review and validation, to fit andfunction prototyping, pattern making and tooling, to direct manufacturing of repeatable, cost-effective parts, short-run parts and customized end products. Introducing 3D modeling earlier inthe design process to evaluate fit, form and function can result in faster time-to-market and lower product development costs.For customized manufacturing, 3D printers eliminate the need for complex manufacturing set-ups and reduce the cost and lead-time associated with conventional tooling. DDM involvesthe use of 3D production systems for the direct manufacture of parts that are subsequently incorporated into the user’s end product or manufacturing process. DDM is particularly attractive inapplications that require short-run or low-volume parts or rapid turn-around, and for which tooling would not be appropriate due to small volumes. DDM also enables the production ofobjects that have been topologically designed, or designed on the basis of a computerized determination of where to place the key components of the object and how to connect them, aprocess that is generally unavailable using conventional subtractive manufacturing methodologies.The first commercial 3D printers were introduced in the early 1990s, and since the early 2000s, 3D printing technology has evolved significantly in terms of price, variety and quality ofmaterials, accuracy, ability to create complex objects, ease of use and suitability for office environments. 3D printing is already replacing traditional prototype development methodologiesacross various industries such as architecture, automotive, aerospace and defense, electronics, medical, footwear, toys, educational institutions, government and entertainment, underscoring itspotential suitability for an even broader range of industries. Additionally, 3D printing has created new applications for model-making in certain new market categories, such as: education,where institutions are increasingly incorporating 3D printing into their engineering and design course programs; dental and orthodontic applications, where 3D printed models are being usedas replacements for traditional stone models, implants and surgical guides and for crowns and bridges for casting; and jewelry, where 3D printers are being used to produce custom-designedpieces of jewelry. Furthermore, 3D printing is being used in many industries for the direct digital manufacturing of end-use parts.25Table of ContentsDesktop 3D printer usage has shown rapid growth, with the introduction and adoption of affordable entry-level 3D printers and increased availability of content. These entry-level desktopprinters are driving substantially increased market adoption by professional designers, education institutes, as well as by domestic users. We expect that the adoption of 3D printing willcontinue to increase over the next several years, in terms of design applications, on the one hand, and DDM applications, on the other hand. We believe that the expansion of the market willbe spurred by increased proliferation of 3D content and 3D authoring tools (3D computer-aided-design, or CAD, and other simplified 3D authoring tools), as well as increased availability of3D scanners. We also believe that increased adoption of 3D printing will be facilitated by continued improvements in 3D printing technology and greater affordability of entry-level systems.We have taken an active role in the facilitation of the growth of the 3D printing market via our strategic partnerships and alliances in bringing intuitive, design-to-3D print solutions to themarket, such as through our GrabCAD community, which provides engineers and designers a resource for CAD models helping them communicate ideas and share designs. We also believethat the increasing adoption of 3D printing in manufacturing processes serves as an important source of growth in the 3D printing industry.Stratasys solutionsRange of solutionsWe provide an integrated solutions offering that includes compatible products and services that are designed to meet our customer needs in an efficient manner, consisting of a broad rangeof systems, consumables and services for additive manufacturing. Our solutions address our customers’ needs for 3D printing, including printing systems, a compatible scanner, consumables,software, paid parts, strategic consulting and professional services, and 3D content.Our solutions allow our end-users to print 3D objects that enhance their ability to visualize, verify and communicate product designs, thereby improving the design process and reducingtime-to-market. Our systems create visual aids for concept modeling and functional prototyping to test fit, form and function, permitting rapid evaluation of product designs. Usingpresentation models developed with our systems, designers and engineers can typically conduct design reviews and identify potential design flaws and improvements before incurringsignificant costs due to re-tooling and re-work, allowing them to optimize a design rapidly and cost-effectively.Our systems also aid in the communication of ideas otherwise communicated in abstract or 2D media. For example, a model produced with our systems may be used as a sales tool, as amodel or part display or simply for use in conducting a focus group. It may also be used for collaboration in the product design and manufacturing cycles at multiple locations more quickly,enabling visualization, touch and feel, which can be critical to the product evaluation or sales process.Our solutions also empower our end-users to engage in DDM via the use of our systems for the quick and efficient direct manufacture of parts that are subsequently incorporated into theuser’s manufacturing processes or end product. For instance, our solutions enable the production of manufacturing tools, jigs, fixtures, casts and injection molds that aid in the customer’sproduction and assembly process. DDM is also particularly attractive in applications that require short-run or low-volume parts that require rapid turn-around, and for which tooling would notbe appropriate due to small volumes, such as dental and jewelry applications. Our solutions also enable the production of objects that generally could not otherwise be manufactured throughsubtractive manufacturing methodologies.Our solutions offering is characterized by the following distinguishing qualities:●material properties of printed objects, such as heat resistance, toughness, brittleness, elongation-to-break, color and flexibility;●quality of printed objects measured by, among other things, resolution, accuracy and surface quality;●multiple production-grade modeling materials;●reliability of printing systems;●speed of printing, including a one-step automated modeling process;●customer service;●ability to be used in an office environment;●ease of use; and●automatic, hands-free support removal.26Table of ContentsRange of technologies and differentiating factorsOur solutions are driven by our proprietary technologies, brought together through the combination of our constituent companies, each of which was a leader in the 3D printing industry.We hold more than 800 granted or pending patents internationally, and our 3D printing systems utilize our patented FDM® and inkjet-based PolyJet™ technologies to enable the productionof prototypes, tools used for production and manufactured goods directly from 3D CAD files or other 3D content. We believe that our broad range of product and service offerings is afunction of our 3D printing technology leadership.A key attribute of our FDM ® 3D printing technology is its ability to use a variety of production grade thermoplastic building materials that feature surface resolution, chemical and heatresistance, color, and mechanical properties necessary for production of functional prototypes and parts for a variety of industries with specific demands and requirements. Use of thesematerials also enables the production of highly durable end parts as well as objects with soluble cores for the manufacture of hollow parts, the manufacture of which were previouslydependent on slower and more expensive subtractive manufacturing technologies.We believe that this technology is differentiated by a number of factors that make it appropriate for 3D printing and DDM. These factors include:●the ability to use FDM ® systems in an office environment due to the absence of hazardous emissions;●the relative absence of post-production processing;●minimal material waste;●better processing and build repeatability;●ease of use, with minimal system set up requirements;●no need for costly replacement lasers and laser parts; and●a high degree of precision and reliability.We believe that our inkjet-based 3D printing technology is primarily differentiated from other competing technologies in its ability to scale and deliver high-resolution and multi-material,multi-color 3D printing. Our easy-to-use, high-speed PolyJet™ 3D printers create high-resolution, smooth surface finish models that have the look, feel and functionality of the final designedproduct. We offer a wide variety of office-friendly resin consumables, including rigid and flexible (rubber-like) materials and bio-compatible materials for medical applications. Using ourPolyJet™ Matrix technology, our solutions also offer the only 3D printing systems that deposit multiple materials simultaneously. This enables users, in a single build process, to print partsand assemblies made of multiple materials that each retain their distinct mechanical and physical properties. For example, users can print objects with both rigid and flexible portions in asingle build, or mix different base colors in order to achieve desired color tone. The PolyJet™ Matrix technology also enables on-demand mixing of a wide variety of resins to create a widerange of pre-defined digital materials, which are composite materials with modified physical or mechanical and color properties that result from the combination of multiple materials. Thewide range of colors in which objects can be printed (over 1,500, as noted below) is another one of the key differentiating attributes for our 3D printers.Our PolyJet inkjet-based 3D printing technology is also currently distinguished by its ability to offer transparent material printing in an office environment system. Transparency is adesired feature in the design and engineering phases of product development and is applicable in automotive, consumer products and consumer electronics. The main applications are lightingcomponents, tubing and piping, package optimization, and fluid analysis.We also offer Smooth Curvature Printing, or SCP, thermoplastic ink-jetting technology through our Solidscape brand to produce wax-like patterns for lost-wax casting, investment castingand mold making applications. The SCP printer creates solid 3D parts through an additive, layer-by-layer process, using our SCP thermoplastic ink-jetting technology and high-precisionmilling of each layer. The parts produced are extremely high resolution with very precise details and fine surface finish, making our SCP systems well-suited for DDM.We offer 14 FDM cartridge-based materials, 25 PolyJet cartridge-based materials, five SCP inkjet-based materials and 158 non-color digital materials, and over 1,500 color variations forour 3D printers, which we believe is the widest range of materials in the industry.CustomersWe have a diverse set of customers worldwide, with no single customer or group of affiliated customers nor any individual sales agent or group of affiliated sales agents accounting formore than 10% of our sales in 2015, 2014 or 2013. Our solutions are used across a wide array of applications in a variety of different industries.27Table of ContentsOur competitive strengthsWe believe that the following are our key competitive strengths:●Differentiated product offerings with superior model quality. Our portfolio of 3D printing systems is differentiated through a combination of superior printing qualities, accuracy, printspeed, the ability to print a range of materials with varying levels of strength, chemical and heat resistance, color and mechanical properties, the ability to print multiple materialssimultaneously and suitability for office environments. Our offering spans the spectrum from entry-level desktop printers to high-end solutions for complex operations. Our FDM-basedsystems enable highly precise printing of 14 different durable thermoplastic materials, enabling a wide range of DDM applications with little or no post-production processing. Our PolyJetinkjet-based systems jet ultra-thin layers of material that enable significant accuracy, high resolution and smooth finish to printed models. For use with these systems we offer a widevariety of office-friendly resin consumables, including rigid, flexible (rubber-like), transparent and color materials. We believe that we offer the only printing system that utilizes thesimultaneous jetting of three materials to enable end-users to print models with rigid, flexible and color materials, in virtually unlimited combinations, in a single build. Our SolidScapeSCP thermoplastic ink-jetting technology offers high-precision milling of each printed layer, enabling extremely high resolution with precise details and fine surface finish. We also offerthe only multi-color, multi-material 3D printing system in the market. ●Integrated solutions offering/ecosystem. We provide an integrated solutions offering that includes compatible products and services that are designed to meet the full gamut of ourclients’ needs in an efficient manner, consisting of a broad range of systems, consumables and services, including:●3D printers●Materials●Professional services●Parts on demand●Vertical applications●Strategic consulting●Partnerships and alliances●Enhanced collaboration among industry professionals, via our GrabCAD community, which provides engineers and designers a resource for CAD models and helps themcommunicate ideas and share designs.●Proprietary technology platforms with multidisciplinary technological expertise. We believe that our proprietary 3D FDM and 3D inkjet-based PolyJet printing engines offer endusers the versatility and differentiated features necessary for a wide variety of current and potential applications. We combine our proprietary hardware platforms, featuring widely-deployed inkjet printer heads or easy-to-use extrusion heads with integrated software and 39 proprietary materials to develop and produce leading 3D printing systems. This allows us tooffer a spectrum of 3D printers and printing systems of varying features, capacities and price points, and to migrate the advanced features of our high-end products to our entry-levelproducts with greater efficiency. Our 3D printing solutions integrate innovations in a wide range of scientific disciplines, such as physics, chemistry, and mechanical and electricalengineering, as well as software development. We have made significant investments in developing and integrating technologies into our hardware platform, software and proprietaryconsumables. We believe that we have a strong base of technology know-how. Our patent portfolio consists of more than 800 granted or pending patents internationally. We believe thatwe have a culture of innovation, and we expect to continue to enhance our solutions both to further drive market adoption of 3D printing and to broaden our market reach. ●Leading Direct Manufacturing Business. Our newly branded Stratasys Direct Manufacturing service business, which comprises our legacy RedEye parts business combined with therecently acquired Solid Concepts and Harvest Technologies, is one of the largest and leading AM parts service providers globally. This unit’s knowledge of and experience in AM,including materials and systems know-how, and AM end-use parts production is expected to enhance our DDM offering suite. This unit offers a wide array of underlying printingtechnologies and materials. Furthermore, Stratasys Direct Manufacturing enables us to offer a broader solution to our customers, catering to more of their 3D printing needs, whether bysupply of 3D printers or of 3D printed parts. We believe this offering creates better customer intimacy and a competitive advantage for Stratasys. ●Large and growing installed base. Our differentiated offerings have led to a large and growing installed base. As of December 31, 2015, we have sold approximately 146,024 systemsglobally, including approximately 98,579 sold by MakerBot , on a pro-forma combined basis . The significant installed base has resulted in greater distribution reach and enhancedopportunities for cross selling, given the significantly broadened and complementary product offerings. It furthermore presents us with an opportunity to generate recurring revenues fromsales of consumables to the installed base. ●Leading position in desktop 3D printing. With the acquisition of MakerBot, we have expanded our solutions for 3D printing, encompassing accessible desktop 3D printers and materialsand leading content creation and sharing solutions. We believe that this category is poised for significant growth driven by broader adoption of 3D printing and an increase the in numberof applications where 3D printing is used. We believe our installed base, brand awareness and portfolio of solutions in this category positions us well to capitalize on the continued growthof this category.28Table of Contents●Diverse, global customer base. We have a broad customer base, ranging from global market leading brands to small businesses and professionals and individuals. Our end-users includecompanies across a wide range of industries and applications, including automotive, aerospace, architecture, consumer products, educational institutions, defense, medical analysis,medical systems, electronics, and heavy equipment. ●Extensive global reach. With more than 200 channel partners around the world, we are well positioned to leverage the extensive geographic reach of our marketing and sales organizationto serve customers and grow awareness of 3D printing for RP and DDM. The merger between Stratasys and Objet has already resulted in greater distribution reach and enhancedopportunities for cross selling into our combined company’s installed base, given the significantly broadened and complementary product offerings the merger produced. In addition,through the MakerBot transaction we have added an online sales channel. ●Readily accessible technology for customers. Some of our 3D printing systems may be accessed through PTC and Adobe computerized design solutions, which enable wider adoption ofour 3D printing solutions by designers and manufacturers in a simplified and more accessible manner.Our growth strategyThe key elements of our strategy for growth include the following:●Identifying new vertical applications for our proprietary 3D printing technologies. We believe that the proliferation of 3D content, advancements in AM technology platforms and theintroduction of improved materials will continue to drive growth in 3D printing. We intend to invest in the identification of new applications (especially DDM applications) for which ourproprietary printing technologies and materials are appropriate. In addition, we seek relevant niche applications where AM can provide substantial value, and develop a comprehensivesolution to address these opportunities. We also intend to encourage existing and potential customers to identify new applications in part by increasing awareness of the features of ourtechnology and product offerings. ●Increasing adoption of AM manufacturing solutions . We believe that the adoption of 3D printing for manufacturing applications can be accelerated through working intimately withour customers and the 3D printing ecosystem, to reduce the complexity of using our solutions. We are investing in developing professional services capabilities to enhance our customers’ability to use our solutions. In addition, we collaborate with strategic partners in our ecosystem to streamline the integration of 3D printing solutions into the business processes of ourcustomers. ●Driving further adoption through desktop systems. We expect to drive market adoption through increased sales of our desktop systems. These systems are expected to penetrate a broadand largely untapped addressable market, targeting small design teams within large organizations, small and medium-sized businesses, educational institutes and individuals. We expect toleverage our growing Thingiverse community to accelerate adoption. We expect to incorporate certain additional features of our high-end series of printers into our entry-level series overtime. ●Leveraging our global reach to expand the customer base and further penetrate existing customers. We have a network of more than 200 resellers and selling agents around theworld and various online channels. We will seek to increase the penetration of our existing customer base by enabling customers to streamline purchasing processes and by increasingcross-selling into our installed base. We intend to reach new customers and increase sales to existing customers by providing access to new solutions that address customers’ specificneeds. These solutions include those offered by our Stratasys Direct Manufacturing service. As part of this strategy we intend to grow awareness of 3D printing solutions for RP and DDMand to develop industry specific sales channels as part of our effort to commercialize a broader range of new DDM applications. Additionally, we expect to significantly expand our onlinepresence and leverage our sales channel to the broader public. ●Maintaining and extending our technology lead. Our multidisciplinary technological leadership, as evidenced by our more than 800 granted or pending patents internationally, underpinsour proprietary hardware, integrated software and range of 3D printing materials, which consist of range of 39 PolyJet/FDM cartridge-based materials, five SCP inkjet-based materials and158 non-color digital materials, and over 1,500 color variations. We will seek to extend our technological capabilities by continuing to invest in our R&D efforts, which focus onenhancing our 3D PolyJet and FDM printing technologies as well as developing new innovative solutions for 3D printing. In addition, we will continue developing consumables that offeran even broader array of physical, mechanical and aesthetic properties, thereby broadening user applications. We believe that by enhancing our AM technological capabilities and bydeveloping and introducing new materials for our 3D printing and production systems, we will be able to increase both the size of, and our share of, the 3D printing marketplace.29Table of Contents●Continuing servicing our installed base. Today our company has the largest AM solutions installed base in the industry. We consider the relationship with our customers to be avaluable asset, as reflected in our customer satisfaction surveys. We plan to continue nurturing these relationships to enhance the intimacy with our customers, which will allow us toaddress their needs better through innovative and holistic prototyping and manufacturing solutions of printers and materials, AM printed parts service and advanced professionalservices. ●Growing through complementary acquisitions. We intend to selectively pursue acquisitions to expand our product offerings, go to market and overall growth and marketpenetration. Accordingly, we may consider acquisitions and investments in order to effect and accelerate our other growth strategies. ●Strategic consulting. We help customers to develop their 3D printing and additive manufacturing vision and strategies, and assist them in implementation. ●Integrated solutions offering. Due in major part to a series of acquisitions, we have in place an offering of solutions that includes a complete gamut of compatible systems,consumables and services (parts on-demand, professional services and strategic consulting) that are designed to meet our clients’ needs in an integrated, complete manner. We intend toleverage that as a basis for generating additional sales and revenues from existing customers and attracting new customers. ●Enhanced collaboration. Our GrabCAD community, which fosters collaboration among engineers and designers and helps them to communicate ideas and share designs, enhancesthe likelihood that we can draw from these new collaborations and enhance awareness, and, as a result, sales, of our integrated solutions.Products and servicesOur productsOur product portfolio consists of five series of 3D printing systems and the consumables used by those systems. Our product series comprise the MakerBot desktop series, the Idea Series,the Design Series, the Production Series and the Dental Series. Collectively, this portfolio of products offers a broad range of performance options for users, depending on their desiredapplication, as well as on the nature and size of the designs, prototypes or end-products they seek to produce. Our products are available at a variety of different price points and include entry-level desktop 3D printers, a range of systems for RP, and large production systems for DDM. We also offer a range of 3D printing materials consisting of 14 FDM cartridge-based materials,25 PolyJet cartridge-based materials, five SCP, inkjet-based materials and 158 non-color digital materials, and over 1,500 color variations. The performance of our different systems varies interms of capabilities, which are related to the following features:●print speed;●resolution;●materials;●resin cartridge capacity and filament spool size;●maximum model (or tray) size; and●duty cycle, or the number of parts that a printer can produce over a given period of time without requiring maintenance.Our systems also integrate our software and are supported by services that we provide to our customers, both directly and through our reseller channel.Printing systemsOur 3D printing systems are described below:Design Series: Our Design Series includes the Dimension and Objet brands. The Dimension brand features our FDM technology and the Objet brand features our PolyJet technology. Thetechnology available in this series makes it well suited for all aspects of RP, from design visualization and communication to form and fit verification to model building for functional testing.This series also offers a variety of products that provide customers with a broad range of choices of features such as printing capacity, production speed and price. The Dimension product lineallows users to create parts in ABSplus plastic. This material enables production of parts with the strength required for true form, fit and functional testing. The Connex Systems are our mostadvanced PolyJet-based printer line featuring the highest capacity and offering the broadest set of features, including the ability to jet three materials simultaneously, with rigid, flexible andcolor characteristics, in virtually unlimited combinations, in a single build. These systems are most fit for manufacturing processes such as jigs and fixtures, injection molding and toolingapplications.Production Series: The Production Series includes our Fortus, PolyJet and Solidscape brands, all of which are typically used for DDM applications. 3D Production Systems driven byPolyJet technology work by jetting state-of-the-art photopolymer materials in ultra-thin layers onto a build tray, layer by layer, until the part is complete. The intuitive Objet Studio softwaremanages the process. And, with multi-material 3D production systems, you can combine different material properties in the same part, in a single print – gaining ultimate versatility. Ourproven FDM technology is the foundation for the Fortus 3D Production Systems. Durable, production-grade thermoplastic is heated in an extrusion head and deposited in thin layers on amodeling base. The part is built, layer upon layer, with exactness from the bottom up. Insight software provides advanced control over build parameters. When the part is complete, thesoluble or breakaway support material is removed, leaving an accurate, durable part that’s environmentally stable. We also offer our Solidscape line of 3D printers for DDM applications. Thisline of products combines patent-protected, SCP thermoplastic ink-jetting technology and high-precision milling of each layer, with our proprietary graphical front-end ModelWorks software.Objects created with these systems feature extremely high pattern resolution and accuracy and are used primarily for jewelry products and dental applications.30Table of ContentsMakerBot Replicator series: Our MakerBot Replicator series represents our desktop 3D printers, compact, and professional-grade 3D printers. Our desktop and compact 3D printers areaffordable, and designed for easy, desktop use and are typically used by individuals operating alone or within an enterprise. Our larger, professional 3D printer has a large build volume idealfor industrial prototypes, models and products. We acquired MakerBot in August 2013 to enhance our desktop offerings. In addition to the Replicator 3D printer series, our MakerBotportfolio includes the Digitizer, which is a 3D scanner that allows customers to scan an object and convert it into a digital file that can subsequently be printed.Idea Series: The Idea Series includes our lower capacity, affordable set of 3D printers for professional use. This series comprises the MoJo and uPrint product families, both of which areFDM-based. These products are designed for easy use in an office environment and produce professional grade parts using our ABS line of thermoplastics.Dental Series : Each Dental Series 3D printer runs on one of two patented, industry-leading technologies to build models, dental appliances and casting wax-ups in-house, directly fromdigital files. Our PolyJet technology enables the production of surgical guides, fitting models, veneer try-ins and orthodontic appliances from materials specially engineered for dentalapplications. Our wax-deposition-modeling, or WDM, technology drives 3D printers that enable the production of crowns, bridges and partial dentures.Consumable materialsWe sell a broad range of 3D printing materials, consisting of 14 FDM cartridge-based materials, 25 PolyJet cartridge-based materials, five SCP inkjet-based materials and 158 non-colordigital materials, and over 1,500 color variations for use in our 3D printers and production systems. The sale of these materials provides us with a recurring revenue stream from users of our3D printers and production systems.The materials we sell are described below:FDM-based materialsThe modeling and support filament used in the FDM-based 3D printers and production systems features a wide variety of production grade thermoplastic materials. We continue todevelop filament modeling materials that meet our customers’ needs for increased speed, strength, accuracy, surface resolution, chemical and heat resistance, color, and mechanical properties.These materials are processed into our proprietary filament form, which is then utilized by our FDM systems. Our spool-based system has proven to be a significant advantage for ourproducts, because it allows the user to quickly change material by simply mounting the lightweight spool and feeding the desired filament into the FDM devices that are office friendly.Currently, we have a variety of build materials in multiple colors commercially available for use with our FDM technology.Each material has specific characteristics that make it appropriate for various applications. The ability to use different materials allows the user to match the material to the end useapplication, whether it is a pattern for tooling, a concept model, a functional prototype, a manufacturing tool, or a DDM end use part.PolyJet-based materialsOur resin consumables, which consist of our PolyJet family of proprietary acrylic-based photopolymer materials, are designed for use with our PolyJet printing systems and enable usersof those products to create highly accurate, finely detailed 3D models and parts for a wide range of prototype development and customized manufacturing applications. The wide variety ofresins within the PolyJet family is characterized by transparent, colored, or opaque visual properties and flexible, rigid or other physical properties. Support materials that are used togetherwith the model materials enable the 3D printing of models with a wide array of complex geometries. Our PolyJet materials are produced in-house and are specially designed for our printingsystems.We have invested significant research and development efforts in optimizing our PolyJet materials for use with inkjet technology. These efforts are reflected in the properties of thesematerials, which enable them to be packaged, stored, combined and readily cured upon printing. Our PolyJet materials are packaged in cartridges for safe handling and are suitable for use inoffice environments. The polymerized materials can also be machined, drilled, chrome-plated or painted in most cases.31Table of ContentsSCP inkjet-based materialsOur Solidscape 3D materials are non-toxic thermoplastic materials featuring excellent lost wax casting qualities, including fast melt out, no ash or residue, and no thermal expansion.Currently, we have three modeling materials commercially available for use with our Solidscape technology. These include materials formulated specifically for particular industries, such as athermalpolyester formula developed to help retail jewelers and manufacturers meet the demand for finished goods using less precious materials and a thermalpolyester material formulated todeliver high casting yields for dental applications.Integrated softwareWe offer suites of integrated software with our various 3D printing systems; each is designed to make the process of creating high-quality, highly detailed and accurate models moreefficient. Our software supports commonly used 3D file formats and converts three-dimensional CAD databases into the appropriate code to operate our 3D printing systems. Our softwarealso provides a wide range of features, including automatic support generation, part scaling, positioning and nesting, as well as geometric editing capabilities.Our different software suites are specifically designed for our different 3D printing systems and their different applications. Accordingly, certain software focuses on increasing buildspeed and improving the design engineer’s control and efficiency over the entire build process. Other software suites offer simple “click & build” preparation and print tray editing, andprovide easy, accurate job timing estimation and full job control, including queue management. Similarly, we offer software that allows users to make adjustments to 3D printing properties.For example, for our Connex line of 3D printers, our software enables users to change the color and material mix in the printing process, allowing users to quickly modify the properties of themodel being printed.The software designed for our PolyJet inkjet-based 3D printers enables users to work in parallel and send jobs from any network computer to the server. Jobs enter the queue eitheraccording to the parameters configured by the system administrator, or in chronological order. The queue is therefore easily managed, as each user has access to his or her jobs and theadministrator can set and adjust parameters and access permissions. In configurations of multiple printing systems on the network, each user automatically receives the parameters of theselected system, such as tray size, loaded materials, and queue status, helping ensure easy, error-free tray setup.Online CommunityThingiverse.comThingiverse is our online community for sharing downloadable, digital 3D designs. The Thingiverse platform enables users to share and customize their digital designs. We believe thatThingiverse is the largest repository of free 3D printable content available to consumers. Thingiverse includes more than 1 million public designs available for downloading. We have hadmore than one million uploads and more than 200 million downloads of designs via this platform.GrabCAD CommunityWe operate the GrabCAD Community for mechanical engineers and designers, where members can upload and download free CAD models, post and answer mechanical engineeringquestions, and participate in design challenges. This community had more than 2.7 million members at the end of 2015. The GrabCAD community provides engineers and designers aresource for CAD models helping them communicate ideas and share designs. As of December 31, 2015, there were 1.18 million CAD files available on, and there had been approximately3.5 million downloads from, the GrabCAD community.32Table of ContentsOur servicesSupport services and warrantyCustomer supportOur customer support department provides on-site system installation, basic and advanced operation training, a full range of maintenance and repair services and remote technical supportto users of our products. We provide support to our customers directly and through our resellers, ensuring that support and parts may be readily obtained worldwide. We also offer training toour customers, particularly on our high-performance systems. Our support network consists of the following:●More than 500 trained, Stratasys-certified engineers providing worldwide, on-site installation, training and support. ●Direct support engineers through our company. ●Indirect support engineers through certified partners, including third-party service organizations or selected resellers who provide support for our systems. ●Phone and direct on-site company support in eight languages, and resellers indirect support in local languages. ●Service logistics in key regional centers. ●Training facilities and resources in regional centers. ●Computerized management system and knowledge distribution platform to ensure high-quality support for our customers, including secure remote access to a customer servicedatabase containing service history and technical documentation to aid in troubleshooting and repairing systems. ●Support, tools and up-to-date information to our direct customer and distribution channels from our product support engineering team.Our goal is to ensure maximum uptime and productivity for our AM systems. In order to do so, we regularly update the technical documentation related to our systems, offer extensivetraining courses for operators and promote proactive knowledge sharing designed to help users maximize the value of their equipment and to expand the applications for which they employour 3D printing and production systems.We offer services on a time and materials basis as well as through a number of post-warranty maintenance contracts with varying levels of support and pricing, as described below under“Extended support programs.”Customer support is represented on cross-functional product development teams within our company to ensure that products are designed for serviceability and to provide our internaldesign and engineering departments with feedback on field issues. Failure analysis, corrective action, and continuation engineering efforts are driven by data collected in the field. Ongoingcustomer support initiatives include development of advanced diagnostic and troubleshooting techniques and comprehensive preventative maintenance programs, an expanded training andcertification program for Stratasys and Stratasys partners’ technical personnel, and improved communication between the field and the factory.Basic warrantyOur printing systems are sold with warranties that range from 90 days to one year from installation, depending upon the product line and geographic location. Warranties are generallyaccompanied by on-site maintenance support. Receipt of maintenance and repair services after the warranty period is subject to the terms of our extended support programs, to the extentpurchased by the end-user, as described below.Extended support programsRecognizing that our end-users have varying support needs, we offer a range of support programs that enable our end-users to continue to receive maintenance services beyond the initialwarranty period. These support programs contain varying degrees of the support services described above and are priced accordingly.LeasingWe offer our customers the option to lease or rent 3D printers and 3D production systems. We also offer a ‘Try Before You Buy’ program, which provides businesses the ability to try outa 3D printer prior to deciding whether or not it’s the right fit for their company. The potential purchasers of a 3D printer receive customer support from our company during the trial period.33Table of ContentsProfessional Services and Strategic ConsultingStrategic ConsultingStratasys Strategic Consulting is designed to help customers build their 3D printing and additive manufacturing vision and strategy, support implementation and optimize 3D printingworkflows. For many companies, the rapid growth and development of 3D printing has created a gap in corporate knowledge, understanding and strategic ownership. Stratasys StrategicConsulting spans the entire supply chain, from raw materials to retail, developing new products, services and business models. Working with the world’s biggest brands, we empowerorganizations to transform the way they imagine, design and make things using 3D printing.We combine our expert consulting and thought leadership with a unique set of software tools and methodologies. We help organizations build a 3D strategy that will address the needs oftheir customers, adding significant value to the business and the bottom line. This generally occurs via three steps:1. Opportunity Analysis & Identification . We gain a clear understanding of our customers’ strategic imperatives and what external drivers are influencing an organization. We consider theglobal mega-trends impacting the product portfolio and help conceptualize products and services to be delivered using 3D printing.2. Solution Identification . In order to find the most appropriate technology solution, we consider a wide range of factors, including materials feasibility, production economics, scalability,environmental impact and return on investment, or ROI. Many of our 3D printed business concepts can then be tested using the unparalleled capacity of our own production facility.3. Strategy Development . Our strategic plans consider the most appropriate capital investment or out-sourcing models, or the technology development roadmap needed to launch a future3D printed product to the market. We help to identify potential shortfalls in current technologies, highlighting areas for collaborative research and development.Professional ServicesWhen organizations bring additive manufacturing into their facilities, Stratasys Professional Services helps to build a smooth, unified workflow with existing manufacturing resources andpractices. Stratasys Professional Services were built to help customers navigate the additive manufacturing ecosystem and ensure that they are maximizing the systems and solutions to theirfullest potential. Each customer is unique and requires a different tailor-made solution. Each engagement starts with an assessment process to perfectly match the right solution to thecustomer. Our approach is modular and can be adapted to any size manufacturer, bringing additive manufacturing into Product Lifecycle Management - from Concept through Manufacturing.Stratasys Direct Manufacturing paid-parts serviceStratasys Direct Manufacturing was formed on January 1, 2015 from our three AM service companies – RedEye (formerly a business unit of Stratasys, Inc.) and newly acquired HarvestTechnologies and Solid Concepts – and is a provider of 3D printing and custom AM services. Stratasys Direct Manufacturing offers AM capabilities encompassing a wide range oftechnologies allowing for plastic and metal parts for rapid prototyping and production processes. Our Stratasys Direct Manufacturing paid-parts service produces prototypes and end-use partsfor customers from a customer-provided CAD file. This allows the customer to benefit from our process-related knowhow, capitalize on the variety of materials and machine types availablethrough our service center, and take advantage of additional capacity using the latest in proven RP and DDM technologies and processes. Our Stratasys Direct Manufacturing businessoperates a website service, www.stratasysdirect.com, which enables our customers to obtain quotes and order parts around the clock, seven days a week.Marketing, sales and distributionMarketingOur marketing strategies are focused on increasing awareness of our key solutions and services, strengthening our leadership brand positions, accelerating and supporting sales growth,and increasing customer loyalty. We initiate marketing programs and campaigns to drive demand and lead generation throughout the countries in which we and our resellers and agentsoperate. We are also investing in programs to support our strategic account and select vertical industry sales efforts.We use a variety of inbound and outbound marketing methods to reach potential customers. Examples of inbound methods include digital marketing demand and lead generation programsincluding blogs, social media, search marketing (Search Engine Optimization and Pay-Per-Click advertising), lead nurturing with, webinars, white papers etc. Outbound channel examplesinclude digital and print communication programs, press relations, direct mail and e-mail campaigns, tradeshows, newsletters, industry associations and referrals. In addition, we have builtand maintain on-site product and technology demonstration capabilities in certain regional offices across the world.We measure and analyze the success of various marketing initiatives and strive to identify current and future customer needs. Based on our analysis, we create and update our productroadmaps and individual marketing plans to help optimize distribution while helping ensure a smooth process of release, ramp-up and sales of our products.34Table of ContentsSales distribution methodsOur sales organization sells, distributes and provides follow-up support services with respect to our AM systems and related consumables, through a worldwide sales and marketinginfrastructure. We generally use three methods for distribution and support: (i) sales to resellers who purchase and resell our products and through whom follow-up support and maintenanceservices and replacement parts are provided to end-users; (ii) sales of systems that are arranged by a network of independent sales agents worldwide, pursuant to which we sell directly to end-users, pay commissions to such agents, and directly handle the sale of consumables and provision of follow-up support services; and (iii) direct sales of systems or services to end-userswithout the involvement of any intermediaries, for which all aspects of our sales and follow-up services are handled exclusively by our company. In certain instances, the same individual orcompany can serve as a reseller with respect to certain of our products while acting as an independent sales agent for other products. Our resellers and independent sales agents are overseenby regional managers and operate on a non-exclusive basis, although we believe that most do not sell competing AM systems.Almost all of the reseller and independent sales agent locations that distribute our products have our AM systems available for tradeshows, product demonstrations, and other promotionalactivities. Additionally, many of them enjoy a long-term presence and offer third-party 3D CAD software packages in their respective territories, enabling them to cross-sell our systems tocustomers who purchase those other products.In addition to our direct and indirect seller network, we also offer our MakerBot Replicator series and related consumables and services through our online and retail channels.Geographical structure of sales organizationThe primary sales organization for our 3D printers and production systems including related consumables, materials and services is divided into groups based on the followinggeographical regions: North America; Europe and Middle East; Asia Pacific; and Latin America. This structure allows us to align our sales and marketing resources with our diverse customerbase. Our sales organization in each region provides sales support to the network of independent reseller and sales agent locations throughout the particular region. We also operate sales andservice centers in various locations throughout North America and internationally, including: Frankfurt, Germany; Hong Kong; Mexico; São Paulo, Brazil; Shanghai, China; St. Gallen,Switzerland; and Tokyo, Japan.Manufacturing and suppliersManufacturingThe manufacturing process for our 3D printing and production FDM and PolyJet systems consists of assembling those systems using both off-the-shelf and customized componentsmanufactured specifically for us, and producing and packaging the consumables products to be used by those systems. Our core competencies include FDM and PolyJet printing systemsassembly, systems integration, software installation and resin and filament manufacturing, all of which are done internally at our facilities. We currently operate on a build-to-forecast basisand obtain all parts used in the FDM and PolyJet systems manufacturing process from either distributors of standard electrical or mechanical parts or custom fabricators of our proprietarydesigns. Our manufacturers and suppliers are periodically assessed by us based on their on-time performance and quality.We purchase major component parts for our FDM and PolyJet systems from various suppliers, subcontractors and other sources, and assemble them in our U.S. and Israeli facilities. Ourproduction floors have been organized using demand-flow techniques, or DFT, in order to achieve efficiency, quality and balance of our production lines. As capacity constraints arise,because of our use of DFT, we can avoid the requirements of reconfiguring our production floor.Computer-based Material Requirements Planning, or MRP, is used for reordering to better ensure on-time delivery of parts and raw materials. Operators and assemblers are trained onassembly and test procedures including Assembly Requirement Documents, which originate in engineering. In the manufacturing processes for our FDM and PolyJet systems, we employ aQuality Management System, or QMS, that meets international quality standards including ISO 9001:2008 and ISO 13485:2003, which relates to medical devices. We also outsource themanufacture of main subassemblies up to fully assembled systems ready for integration.The system assembly process for our FDM and PolyJet systems includes semi-automated functional tests of key subassemblies. Key functional characteristics are verified through thesetests, and the results are stored in a statistical database.Upon completion of the assembly of our 3D printing and production FDM and PolyJet systems, we perform a complete power up and final quality tests to help ensure the quality of thoseproducts before shipment to customers. The final quality tests must be run error-free before the FDM and PolyJet systems can be cleared for shipment. We maintain a history log of all FDMand PolyJet products that shows revision level configuration and a complete history during the manufacturing and test process. All identified issues on the FDM and PolyJet systems duringthe manufacturing process are logged, tracked and used to make continuous production process improvements. The commonality of designs among our different FDM and PolyJet productfamilies eases the transition to manufacturing new designs.35Table of ContentsOur filament production uses Factory Physics® techniques to manage critical buffers of time, capacity and inventory to ensure product availability. We also use the “5S” method (Sort,Set-in-order, Shine, Standardize and Sustain) as part of our lean manufacturing initiatives to improve organization and efficiency.Inventory and suppliersWe maintain an inventory of parts to facilitate the timely assembly of products required by our production plan. While most components are available from multiple suppliers, certaincomponents used in our systems and consumables are only available from single or limited sources. In particular, the printer heads for our PolyJet 3D printing systems are supplied by a solesupplier, Ricoh. We consider our single and limited-source suppliers (including Ricoh) to be reliable, but the loss of one of these suppliers could result in the delay of the manufacture anddelivery of the relevant components (and, ultimately, of our products). This type of delay could require us to find and re-qualify the component supplied by one or more new vendors.Although we consider our relationships with our suppliers to be good, we continue to develop risk management plans for these critical suppliers. In order to hedge against the risk of adiscontinuation of the supply of our inkjet printer heads in particular, we maintain a reasonable supply of excess inventory of printer heads.Ricoh AgreementWe purchase the printer heads for our inkjet 3D printing systems from Ricoh pursuant to an OEM Purchase and License Agreement with Ricoh, effective as of May 5, 2011, or the RicohAgreement. The current Ricoh Agreement replaced our original agreement with Ricoh that had been entered into in June 2000 and amended on various occasions subsequently, and whichexpired upon the effectiveness of the new Ricoh Agreement.Under the Ricoh Agreement, we place orders for print heads and associated electronic components, or the Ricoh Products. Together with provision of these items, Ricoh provides us witha non-transferable, non-exclusive right to assemble, use and sell the Ricoh Products under Ricoh’s patent rights and trade secrets.Pricing under the Ricoh Agreement depends on the quantity of Ricoh Products that we purchase during any given month, and to the extent that we commit to a certain annual minimumprior to an upcoming year, we receive a set, discounted price for all Ricoh Products ordered during that upcoming year.The Ricoh Agreement runs for an initial term of five years and automatically renews for additional one-year periods thereafter unless either party provides the other six months’ advancewritten notice of termination prior to the end of the then-current term. The Ricoh Agreement may be cancelled by either party if (i) the other party substantially breaches any materialprovision of the agreement and has not cured such breach within 30 days of receipt of written notice thereof, or (ii) upon the occurrence of certain bankruptcy events, and may furthermore becancelled by Ricoh if we fail to cure a breach of an undisputed payment obligation within thirty (30) days of the breach.At any time during the term of the Ricoh Agreement, Ricoh may discontinue the manufacture and supply of a print head model, so long as it provides us with at least eighteen (18)months’ prior written notice of such discontinuance and honors all of our purchase orders for the subject print head model within the notice period. During the period of five years from theearlier of either the termination of the Ricoh Agreement or the date of discontinuance of the manufacture of Ricoh Products (that is, following the 18-month notice period described in theprevious sentence), we are entitled to purchase additional Ricoh Products for the sole purpose of providing replacements for the installed base of Ricoh Products, including one final purchaseorder that we may place in the final year of such five-year period and that must be filled by Ricoh within twelve months of when it is placed.The Ricoh Agreement may not be assigned by either party without the other party’s prior written consent, which may not be unreasonably withheld.Research and developmentWe maintain an ongoing program of research and development, or R&D, to develop new systems and materials and to enhance our existing product lines, as well as to improve andexpand the capabilities of our systems and related software and materials. This includes significant technology platform developments for our FDM, PolyJet and SCP technologies, our AMsystems, including our integrated software, and our family of proprietary acrylic-based photopolymer materials for PolyJet printing and family of proprietary thermoplastic materials for FDMprinting. Our research aims to develop improved and more affordable products. Our engineering development efforts also focus on customer requested enhancements, and development ofnew modeling processes, software and user applications. In particular, we have devoted significant time and resources to the development of a universally compatible and user-friendlysoftware system.36Table of ContentsOur R&D department is divided into groups based on scientific disciplines and product lines. We are committed to designing products using the principles of Six Sigma. We continue tostandardize our product platforms, leveraging each new design so that it will result in multiple product offerings that are developed faster and at reduced expense.We invest a significant amount of our resources in R&D, because we believe that superior technology is a key to maintaining a leading market position. Our net R&D expenses wereapproximately $122.4 million, $82.3 million and $52.3 million in the years ended December 31, 2015, 2014 and 2013, respectively.Our consumable materials development and production operations for our FDM and PolyJet systems are located at our facilities in Eden Prairie, MN, and Kiryat Gat, Israel. Thedevelopment and production facility for our Solidscape operations are located in Merrimack, New Hampshire, whereas the facilities for our MakerBot operations are located in variouslocations in NY. We regard the consumable materials formulation and manufacturing process as a trade secret and hold patent claims related to these products. We purchase and formulate rawmaterials for our consumables production from various polymer resin and thermoplastic materials suppliers with different levels of processing and value-add applied to the raw materials.Intellectual propertyWe consider our proprietary technology to be important to the development, manufacture, and sale of our products and seek to protect such technology through a combination of patents,trade secrets, and confidentiality agreements and other contractual arrangements with our employees, consultants, customers and others. All patents and patent applications for rapidprototyping processes and apparatuses associated with our technology were assigned to us by those inventors. The principal granted patents relate to our FDM systems, our PolyJet andPolyJet Matrix technologies, our 3D printing processes and our consumables, certain of which have already expired and certain of which have expiration dates ranging from 2016 to 2035.We are also a party to various licenses and other arrangements that allow us to practice and improve our technology under a broad range of patents, patent applications and otherintellectual property, including a cross-license agreement with 3D Systems Corporation under which each party licensed certain patents of the other party, and an assignment of rights to usrelated to UV polymer-based U.S. patents, which underlie certain technologies that compete with ours.In addition, we own certain registered trademarks and make use of a number of additional registered and unregistered trademarks, including “Stratasys,” “For a 3D World,” “Objet,”“PolyJet,” “Connex,” “Eden,” “FDM”, “Fortus,” “Dimension,” “Uprint,” “Mojo,” “FullCure,” “Stratasys Direct Manufacturing,” “Solidscape,” “Solid Concepts,” “GrabCAD,” “MakerBot,”“Thingiverse,” “Replicator,” “RedEyE,” “Harvest Technologies,” “GrabCAD Workbench” and “The 3D Solutions Company . ”We believe that, while our patents provide us with a competitive advantage, our success depends primarily on our marketing, business development, applications know-how and ongoingresearch and development efforts. Accordingly, we believe that the expiration of any single patent, or the failure of any of single patent application to result in an issued patent, would not bematerial to our business or financial position. In any event, there can be no assurance that our patents or other intellectual property rights will afford us a meaningful competitive advantage.Please see the risk factor related to the expiration of our patents in “Item 3.D Risk Factors— Risks related to our intellectual property.”CompetitionOur principal competitors consist of other developers of additive manufacturing systems as well as other companies that use FDM and inkjet-based technologies to compete in additivemanufacturing. A variety of additive manufacturing technologies compete with our proprietary technologies, including:●Stereolithography;●Selective Laser Sintering;●Powder Binding; and●Digital Light Projection.The companies that use these technologies to compete with us include 3D Systems Corporation, EOS GmbH and EnvisionTEC GmbH.37Table of ContentsThese technologies, which compete for additive manufacturing users, possess various competitive advantages and disadvantages relative to one another within the key categories uponwhich competition centers, including resolution, accuracy, surface quality, variety and properties of the materials they use and produce, capacity, speed, color, transparency, the ability to printmultiple materials and others. Due to these multiple categories, end-users usually make purchasing decisions as to which technology to choose based on the characteristics that they valuemost. This decision is often application specific. The competitive environment that has developed is therefore intense and dynamic, as players often position their technologies to capturedemand in various verticals simultaneously.For our entry-level and lower-end systems and materials, we face competition from a variety of sources, including FDM, SLA and DLP companies such as 3D Systems Corporation, XYZPrinting and Ultimaker. The competing offerings in the lower-end categories vary based on cost, printer and part quality, support materials, speed, ease of use, software ecosystem andreliability.We are positioned to compete in our industry mainly on the following bases, which we view as competitive strengths:●material properties of printed objects, such as heat resistance, toughness, brittleness, elongation-to-break, color and flexibility; ●quality of printed objects measured by, among other things, resolution, accuracy and surface quality; ●multiple production-grade modeling materials; ●reliability of printing systems; ●speed of printing, including a one-step automated modeling process; ●customer service; ●ability to be used in an office environment; ●ease of use; and ●automatic, hands-free support removal.We offer a wide range of systems with varying features, capacities and price points. We believe that this enables us to compete with the other additive manufacturing technologies for awide range of customers with a variety of applications and goals for their additive manufacturing.We also compete with companies that use traditional prototype development and customized manufacturing technologies, and expect future competition to arise from the development ofnew technologies or techniques.SeasonalityHistorically, our results of operations have been subject to seasonal factors. Stronger demand for our products has historically occurred in our fourth quarter primarily due to ourcustomers’ capital expenditure budget cycles and our sales compensation incentive programs. Our first and third quarters have historically been our weakest quarters for overall unit demand.Although the first quarter has had higher volumes in recent years from the successful introduction of new products, it is typically a slow quarter for capital expenditures in general. The thirdquarter is typically when we see our largest volume of educational related sales, which normally qualify for special discounts as part of our long-term penetration strategy.We furthermore experience seasonality within individual fiscal quarters, as a substantial percentage of our system sales often occur within the last month of each fiscal quarter. This trendhas the potential to expose our quarterly or annual operating results to the risk of unexpected, decreased revenues in the case of our inability to build systems, consummate sales and recognizethe accompanying revenues prior to the end of a given quarter.Global operationsWe have offices in Brazil, China, Germany, Hong Kong, Israel, Japan, Korea, Mexico, Switzerland, the United Kingdom and the United States, and organize our operations by geographicregion, focusing upon the following key regions: North America; Europe; Asia Pacific; and Latin America. Our products are distributed in each of these regions, as well as in other parts of theworld. Our customers are dispersed geographically, and we are not reliant on any single country or region for most of our product sales and services revenues, although 59% of our 2015 saleswere made in North America and our SDM printed parts services are based in the United States and therefore reliant on United States customers. A breakdown of our consolidated revenuesby geographic markets and by categories of operations (that is, products and services) for the years ended December 31, 2015, 2014 and 2013 is provided in “Item 5.A Operating andFinancial Review and Prospects—Operating Results.”In maintaining global operations, our business is exposed to risks inherent in such operations, including currency fluctuations, market conditions, and inflation in the primary locations inwhich our operating expenditures are incurred. Information on currency exchange risk, market risk, and inflationary risk appears elsewhere in this annual report in “Item 3.D Risk Factors”and in “Item 11. Quantitative and Qualitative Disclosure About Market Risk— Foreign Currency Exchange Risk.”38Table of ContentsEmployeesThe total number of our full-time equivalent employees, and the distribution of our employees (i) geographically and (ii) within the divisions of our company, in each case as of December31, 2015, 2014 and 2013, are set forth in this annual report in “Item 6.D Directors, Senior Management and Employees— Employees”.Government regulationWe are subject to various local, state and federal laws, regulations and agencies that affect businesses generally. These include:●regulations promulgated by federal and state environmental and health agencies; ●foreign environmental regulations, as described under “Environmental matters” immediately below; ●the federal Occupational Safety and Health Administration; ●the U.S. Foreign Corrupt Practices Act; ●laws pertaining to the hiring, treatment, safety and discharge of employees; ●export control regulations for U.S. made products; and ●CE regulations for the European market.Environmental mattersWe are subject to various environmental, health and safety laws, regulations and permitting requirements, including those governing the emission and discharge of hazardous materialsinto ground, air or water; noise emissions; the generation, storage, use, management and disposal of hazardous waste; the import, export and registration of chemicals; the cleanup ofcontaminated sites; and the health and safety of our employees. Based on information currently available to us, we do not expect environmental costs and contingencies to have a materialadverse effect on our operations. The operation of our facilities, however, entails risks in these areas. Significant expenditures could be required in the future to comply with environmental orhealth and safety laws, regulations or requirements.Under such laws and regulations, we are required to obtain environmental permits from governmental authorities for certain operations. In particular, in Israel, where we assemble ourinkjet-based PolyJet 3D printing systems and manufacture our resin consumables, businesses storing or using certain hazardous materials, including materials necessary for our Israelimanufacturing process, are required, pursuant to the Israeli Dangerous Substances Law 5753-1993, to obtain a toxin permit from the Ministry of Environmental Protection. Our two toxinpermits will remain in effect until November 2016 and February 2017, respectively.In the European marketplace, electrical and electronic equipment is required to comply with the Directive on Waste Electrical and Electronic Equipment, which aims to prevent waste byencouraging reuse and recycling, and the Directive on Restriction of Use of Certain Hazardous Substances, which restricts the use of six hazardous substances in electrical and electronicproducts. Our products and certain components of such products “put on the market” in the European Union (EU) (whether or not manufactured in the EU) are subject to these directives.Additionally, we are required to comply with certain laws, regulations and directives, including TSCA in the United States and REACH in the EU, governing chemicals. These and similarlaws and regulations require the testing and registration of certain chemicals that we use and ship.Israeli Tax Considerations and Government ProgramsTax regulations also have a material impact on our business, particularly in Israel where we are organized and have one of our headquarters. The following is a summary of certain aspectsof the current tax structure applicable to companies in Israel, with special reference to its effect on us (and our operations, in particular). The following also contains a discussion of the Israeligovernment programs benefiting us. To the extent that the discussion is based on new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure youthat the tax authorities or the courts will accept the views expressed in this discussion. This discussion does not address all of the Israeli tax provisions that may be relevant to our Company.For a discussion of the Israeli tax consequences related to ownership of our capital stock, please see “Israeli Taxation Considerations” in Item 10.E below.General Corporate Tax Structure in IsraelGenerally, Israeli companies are subject to corporate tax on their taxable income. As of 2016, the corporate tax rate is 25% (in 2014 and 2015, the corporate tax rate was 26.5%). However,the effective tax rate payable by a company that derives income from an “Approved Enterprise”, a “Beneficiary Enterprise” or a “Preferred Enterprise”, as further discussed below, may beconsiderably lower. See “Law for the Encouragement of Capital Investments” in this Item below. Capital gains derived by an Israeli company are generally subject to the prevailing regularcorporate tax rate.39Table of ContentsBesides being subject to the general corporate tax rules in Israel, we have also, from time to time, applied for and received certain grants and tax benefits from, and participate in,programs sponsored by the Government of Israel, described below.Law for the Encouragement of Capital InvestmentsThe Law for the Encouragement of Capital Investments, 5719-1959, to which we refer as the Investment Law, provides certain incentives for capital investments in a production facility(or other eligible assets). Generally, an investment program that is implemented in accordance with the provisions of the Investment Law, which may be either an “Approved Enterprise”, a“Beneficiary Enterprise” or a “Preferred Enterprise”, is entitled to benefits as discussed below. These benefits may include cash grants from the Israeli government and tax benefits, basedupon, among other things, the location of the facility in which the investment and manufacture activity are made. In order to qualify for these incentives, an Approved Enterprise, aBeneficiary Enterprise or a Preferred Enterprise is required to comply with the requirements of the Investment Law.The Investment Law has been amended several times over the recent years, with the two most significant changes effective as of April 1, 2005, to which we refer as the 2005 Amendment,and as of January 1, 2011, to which we refer as the 2011 Amendment. Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior toits revision by the 2005 Amendment, remain in force, but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendmentintroduced new benefits instead of the benefits granted in accordance with the provisions of the Investment Law prior to the 2011 Amendment, yet companies entitled to benefits under theInvestment Law as in effect up to January 1, 2011, were entitled to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to foregosuch benefits and elect for the benefits of the 2011 Amendment.The following discussion is a summary of the Investment Law prior to its amendments as well as the relevant changes contained in the new legislations.Tax benefits for Approved Enterprises approved before April 1, 2005 .Under the Investment Law prior to the 2005 Amendment, a company that wished to receive benefits on its investment program that is implemented in accordance with the provisions ofthe Investment Law, to which we refer as an “Approved Enterprise”, had to receive an approval from the Investment Center of the Israeli Ministry of Economy (formerly known as theMinistry of Industry, Trade and Labor), to which we refer as the Investment Center. Each certificate of approval for an Approved Enterprise relates to a specific investment program,delineated both by the financial scope of the investment, including sources of funds, and by the physical characteristics of the facility or other assets.An Approved Enterprise may elect to forego any entitlement to the cash grants otherwise available under the Investment Law and, instead, participate in an alternative benefits program.We have chosen to receive the benefits through the alternative benefits program. Under the alternative benefits program, a company’s undistributed income derived from an ApprovedEnterprise will be exempt from corporate tax for a period of between two and ten years from the first year of taxable income, depending on the geographic location within Israel of theApproved Enterprise, and a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in the company in eachyear, as detailed below. The benefits commence on the date in which that taxable income is first earned. The benefits period under Approved Enterprise status is limited to 12 years from theyear in which the production commenced (as determined by the Investment Center), or 14 years from the year of receipt of the approval as an Approved Enterprise, whichever ends earlier. Ifa company has more than one Approved Enterprise program or if only a portion of its capital investments are approved, its effective tax rate is the result of a weighted combination of theapplicable rates. The tax benefits available under any certificate of approval relate only to taxable income attributable to the specific program and are contingent upon meeting the criteria setout in the certificate of approval. Income derived from activity that is not integral to the activity of the Approved Enterprise will not enjoy tax benefits. Our entitlement to the above benefits issubject to fulfillment of certain conditions, according to the law and related regulations.A company that has an Approved Enterprise program is eligible for further tax benefits if it qualifies as a Foreign Investors’ Company, to which we refer as an FIC. An FIC eligible forbenefits is essentially a company with a level of foreign investment, as defined in the Investment Law, of more than 25%. The level of foreign investment is measured as the percentage ofrights in the company (in terms of shares, rights to profits, voting and appointment of directors), and of combined share and loan capital, that are owned, directly or indirectly, by persons whoare not residents of Israel. The determination as to whether or not a company qualifies as an FIC is made on an annual basis. An FIC that has an Approved Enterprise program will be eligiblefor an extension of the period during which it is entitled to tax benefits under its Approved Enterprise status (so that the benefits period may be up to ten years) and for further tax benefits ifthe level of foreign investment exceeds 49%. If a company that has an Approved Enterprise program is a wholly owned subsidiary of another company, then the percentage of foreigninvestments is determined based on the percentage of foreign investment in the parent company.40Table of ContentsThe corporate tax rates and related levels of foreign investments with respect to an FIC that has an Approved Enterprise program are set forth in the following table:CorporatePercentage of non-Israeli ownership Tax RateOver 25% but less than 49% 25%49% or more but less than 74%20%74% or more but less than 90%15%90% or more10%A company that has elected to participate in the alternative benefits program and that subsequently pays a dividend out of the income derived from the portion of its facilities that havebeen granted Approved Enterprise status during the tax exemption period will be subject to tax in respect of the amount of dividend distributed (grossed up to reflect such pre-tax income thatit would have had to earn in order to distribute the dividend) at the corporate tax rate that would have been otherwise applicable if such income had not been tax-exempted under thealternative benefits program. This rate generally ranges from 10% to 25%, depending on the level of foreign investment in the company in each year, as explained above.In addition, dividends paid out of income attributed to an Approved Enterprise (or out of dividends received from a company whose income is attributed to an Approved Enterprise) aregenerally subject to withholding tax at the rate of 15%, or at a lower rate provided under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel TaxAuthority allowing for a reduced tax rate). The 15% tax rate is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up to 12years thereafter. After this period, the withholding tax is applied at a rate of up to 30%, or at the lower rate under an applicable tax treaty (subject to the receipt in advance of a valid certificatefrom the Israel Tax Authority allowing for a reduced tax rate). In the case of an FIC, the 12-year limitation on reduced withholding tax on dividends does not apply.The Investment Law also provides that an Approved Enterprise is entitled to accelerated depreciation on its property and equipment that are included in an approved investment programin the first five years of using the equipment. This benefit is an incentive granted by the Israeli government regardless of whether the alternative benefits program is elected.The benefits available to an Approved Enterprise are subject to the continued fulfillment of conditions stipulated in the Investment Law and its regulations and the criteria in the specificcertificate of approval, as described above. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, adjusted to the Israeli consumer price indexand interest, or other monetary penalty.We have received the requisite approval, including a final approval, for all of our Approved Enterprise investment programs, in accordance with the Investment Law. The above-describedbenefits that accompany these investment programs and our Beneficiary Enterprise investment programs (for which accompanying benefits are described below) have had the effect, bothhistorically and in 2013, 2014 and 2015, of reducing our (and before the Stratasys-Objet merger, Objet’s) effective consolidated tax rates considerably lower than the statutory Israelicorporate tax rate of 25.0% in 2013 and 26.5% in 2014 and 2015.Tax benefits under the 2005 Amendment that became effective on April 1, 2005.The 2005 Amendment applies to new investment programs and investment programs commencing after 2004, and does not apply to investment programs approved prior to April 1, 2005.The 2005 Amendment provides that terms and benefits included in any certificate of approval that was granted before the 2005 Amendment became effective (April 1, 2005) will remainsubject to the provisions of the Investment Law as in effect on the date of such approval. Pursuant to the 2005 Amendment, the Investment Center will continue to grant Approved Enterprisestatus to qualifying investments. However, the 2005 Amendment limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facilityas an Approved Enterprise.An enterprise that qualifies under the new provisions is referred to as a “Beneficiary Enterprise”, rather than “Approved Enterprise”. The 2005 Amendment provides that the approval ofthe Investment Center is required only for Approved Enterprises that receive cash grants. As a result, a company is no longer required to obtain the advance approval of the Investment Centerin order to receive the tax benefits previously available under the alternative benefits program. Rather, a company may claim the tax benefits offered by the Investment Law directly in its taxreturns, provided that its facilities meet the criteria for tax benefits set forth in the 2005 Amendment. A company that has a Beneficiary Enterprise may, at its discretion, approach the IsraelTax Authority for a pre-ruling confirming that it is in compliance with the provisions of the Investment Law.41Table of ContentsTax benefits are available under the 2005 Amendment to production facilities (or other eligible facilities) which are generally required to derive more than 25% of their business incomefrom export to specific markets with a population of at least 14 million in 2012 (such export criteria will further be increased in the future by 1.4% per annum). In order to receive the taxbenefits, the 2005 Amendment states that a company must make an investment which meets certain conditions set forth in the amendment for tax benefits and which exceeds a minimumamount specified in the Investment Law. Such investment entitles a company to receive a Beneficiary Enterprise status with respect to the investment, and may be made over a period of nomore than three years ending in the year in which the company chose to have the tax benefits apply to the Beneficiary Enterprise. Where a company requests to have the tax benefits apply toan expansion of existing facilities, only the expansion will be considered to be a Beneficiary Enterprise and the company’s effective tax rate will be the weighted average of the applicablerates. In such case, the minimum investment required in order to qualify as a Beneficiary Enterprise must exceed a certain percentage of the value of the company’s production assets beforethe expansion.The extent of the tax benefits available under the 2005 Amendment to qualifying income of a Beneficiary Enterprise depends on, among other things, the geographic location within Israelof the Beneficiary Enterprise. Such tax benefits include an exemption from corporate tax on undistributed income for a period of between two to ten years, depending on the geographiclocation of the Beneficiary Enterprise within Israel, and a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreigninvestment in the company in each year, as explained above.Dividends paid out of income attributed to a Beneficiary Enterprise will be treated similarly to payment of dividends by an Approved Enterprise under the alternative benefits program.Therefore, dividends paid out of income attributed to a Beneficiary Enterprise (or out of dividends received from a company whose income is attributed to a Beneficiary Enterprise) aregenerally subject to withholding tax at the rate of 15% or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the IsraelTax Authority allowing for a reduced tax rate). The reduced rate of 15% is limited to dividends and distributions out of income attributed to a Beneficiary Enterprise during the benefits periodand actually paid at any time up to 12 years thereafter except with respect to an FIC, in which case the 12-year limit does not apply.Furthermore, a company qualifying for tax benefits under the 2005 Amendment, which pays a dividend out of income attributed to its Beneficiary Enterprise during the tax exemptionperiod, will be subject to tax in respect of the amount of the dividend distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) atthe corporate tax rate which would have otherwise been applicable.As of December 31, 2015, we had accumulated tax-exempt income of approximately $156 million that is attributable to our various Approved and Beneficiary Enterprise programs. Ifsuch tax exempt income were to be distributed, it would be taxed at the reduced corporate tax rate applicable to such income, which would have amounted to approximately $15.6 million oftax liability as of December 31, 2015.The benefits available to a Beneficiary Enterprise are subject to the continued fulfillment of conditions stipulated in the Investment Law and its regulations. If a company does not meetthese conditions, it would be required to refund the amount of tax benefits, as adjusted by the Israeli consumer price index and interest, or other monetary penalty.Tax benefits under the 2011 Amendment that became effective on January 1, 2011.The 2011 Amendment canceled the availability of the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and, instead, introduced new benefits forincome generated by a “Preferred Company” through its Preferred Enterprise (as such terms are defined in the Investment Law) as of January 1, 2011. A Preferred Company is defined aseither (i) a company incorporated in Israel which is not wholly owned by a governmental entity, or (ii) a limited partnership that: (a) was registered under the Israeli Partnerships Ordinanceand; (b) all of its limited partners are companies incorporated in Israel, but not all of them are governmental entities; which has, among other things, Preferred Enterprise status and iscontrolled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company was entitled to a reduced corporate tax rate of 15% with respect to its preferred income attributedto its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise was located in a certain development zone, in which case the rate was 10%. Such corporate tax rate was reduced to12.5% and 7%, respectively, in 2013 and was increased to 16% and 9%, respectively, in 2014 and thereafter. Income derived by a Preferred Company from a ‘Special Preferred Enterprise’ (assuch term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or to 5% if the Special Preferred Enterprise is located ina certain development zone.Dividends paid out of income attributed to a Preferred Enterprise are generally subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in anapplicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israelicompany, no tax is required to be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lowerrate as may be provided in an applicable tax treaty will apply).42Table of ContentsThe 2011 Amendment also provided transitional provisions to address companies already enjoying current benefits under the Investment Law. These transitional provisions provide,among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011:(i) the terms and benefits included in any certificate of approval that was granted to an Approved Enterprise, which chose to receive grants, before the 2011 Amendment became effective, willremain subject to the provisions of the Investment Law as in effect on the date of such approval, and subject to certain conditions;. (ii) the terms and benefits included in any certificate ofapproval that was granted to an Approved Enterprise, that had participated in an alternative benefits program, before the 2011 Amendment became effective will remain subject to theprovisions of the Investment Law as in effect on the date of such approval, provided that certain conditions are met ; and (iii) a Beneficiary Enterprise can elect to continue to benefit from thebenefits provided to it before the 2011 Amendment came into effect, provided that certain conditions are met.We have examined the possible effect, if any, of these provisions of the 2011 Amendment on our financial statements and have decided, at this time, not to opt to apply the new benefitsunder the 2011 Amendment.C. Organizational Structure.Our corporate structure includes Stratasys Ltd., our Israeli parent company, and the following main active wholly-owned subsidiary entities: Stratasys, Inc., a Delaware corporation, whichwas formerly a publicly held company and which became our indirect, wholly-owned subsidiary as a result of the Stratasys-Objet merger; Baccio Corporation (formerly known asCooperation Technology Corporation), to which we refer as MakerBot, a Delaware corporation which is the direct parent company of MakerBot Industries, LLC, which we acquired inAugust 2013; Stratasys Direct, Inc. (our service bureau business unit), a California corporation; GrabCAD, Inc., a Delaware corporation; Stratasys AP Limited, a Hong Kong limitedcompany, which together with several other subsidiaries (including Stratasys Japan Co. Ltd., our Japanese subsidiary), carries out most of our operations in the Asia Pacific region; andStratasys GMBH, a German limited liability company, which together with other subsidiaries (including Stratasys Schweiz AG (Stratasys Switzerland Ltd.), our Swiss subsidiary) carries outour European operations. We also formed Stratasys Latin America Representacao De Equipamentos Ltd., a Brazilian subsidiary, which has commenced our Brazilian operations. Please seethe list of subsidiaries appended to this annual report as Exhibit 8 for a complete list of our subsidiaries as of the date of this annual report.D. Property, Plants and Equipment.We have dual headquarters, in Eden Prairie, Minnesota and Rehovot, Israel. Our Eden Prairie, Minnesota headquarters (near Minneapolis ) comprises executive offices and productionfacilities presently encompassing approximately 377,090 square feet, of which we own 295,544 square feet, in four buildings. These four buildings serve the following respective purposes:system assembly, inventory storage, operations and sales support; manufacturing for one of our Stratasys Direct Manufacturing paid parts service locations; research and development,filament manufacturing, and administrative, marketing and sales activities; and expansion of our production capacity for systems and consumables. Our Rehovot, Israel headquarters, whichwe lease pursuant to a lease agreement with a term of five years that expires on December 31, 2016, comprise approximately 115,942 square feet of space. Our lease payments, for thesefacilities are approximately $2.4 million annually. These facilities house our Israeli administrative headquarters, our research and development facilities, and certain manufacturing activities.At the expiration of the lease agreement for our current Rehovot, Israel headquarters, we will be moving into new facilities in Rehovot, where we purchased the real property in 2015 and arecurrently constructing facilities with approximately 121,033 square feet that will house all of the same functions as at our current Rehovot facilities.During 2015, we also terminated our lease of certain facilities in the United States , which comprised an aggregate of approximately 167,000 square feet, which termination was part of ourrestructuring and cost reduction initiative. Those facilities had served as manufacturing facilities and office space.As of December 31, 2015, we leased office space (except with respect to our Eden Prairie headquarters facilities and our Kiryat Gat, Israel facilities, where we own the property) forvarious purposes, as set forth in the table below. Unless otherwise stated, all of our facilities are fully utilized. We have no material tangible fixed assets apart from the properties describedbelow.43Table of ContentsLocation: Primary Usage: Area (Sq. Feet)North America:Eden Prairie, MinnesotaU.S. headquarters377,090Brooklyn, New YorkLocal headquarters and warehouses226,830Valencia, CaliforniaLocal headquarters and warehouses71,286San Diego, CAFacilities56,383River Falls, WisconsinOffice space40,998Belton, TexasLocal headquarters and warehouses 40,000Merrimack, New Hampshire Facilities, including manufacturing35,643Austin, Texas Factory33,178Billerica, MassachusettsOffice space22,323Other facilities in North America:Office space, stores and warehouses136,327 Europe and the Middle East:Kiryat Gat, IsraelFactory and laboratories285,070Rehovot, IsraelIsraeli headquarters115,942Rheinmünster, GermanyEMEA headquarters53,992Swiss officeOffice space205Other facilities in EMEA:EMEA headquarters and office space31,533 Asia Pacific:Hong KongOffice space23,475Other facilities in Asia Pacific:Office space54,150 Other countries:Office space9,773ITEM 4A. UNRESOLVED STAFF COMMENTS.None.ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notesincluded in this annual report. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes incircumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in“Cautionary Note Regarding Forward-Looking Statements” and in Item 3.D “Key Information – Risk Factors”, above.A. Operating Results.OverviewWe are a leading global provider of additive manufacturing, or AM, solutions for the creation of parts used in the processes of designing and manufacturing products and for the directmanufacture of end parts.We have been at the forefront of 3D printing innovation for more than 25 years. We offer a broad mix of technologies, deep industry expertise and the most flexible implementationoptions to meet our customers’ needs. We offer complete solutions for 3D printing, including printing systems, consumables, paid parts and professional services, and 3D content.Our 3D printers include systems ranging from entry-level desktop 3D printers to systems for rapid prototyping, or RP, and large production systems for direct digital manufacturing, orDDM. We also develop, manufacture and sell materials for use with our systems and provide related services offerings. We offer a powerful range of additive manufacturing materials,including clear, rubberlike and biocompatible photopolymers, and tough high-performance thermoplastics. We believe that the range of 3D printing consumable materials that we offer,consisting of 14 Fused Deposition Modeling, or FDM, cartridge-based materials, 25 Polyjet cartridge-based materials, five Smooth Curvature Printing, or SCP, inkjet-based materials and 158non-color digital materials, and over 1,500 color variations, is the widest in the industry. Our service offerings include Stratasys Direct Manufacturing, or SDM, printed parts services whichoffers AM capabilities encompassing a wide range of technologies allowing for plastic and metal parts for rapid prototyping and production processes, as well as related professional services.44Table of ContentsWe conduct our business globally and provide products and services to our global customer base through our main operational facilities which are located in Israel, the United States,Germany and Hong Kong as well through our offices in China, Italy, Brazil, India, Japan, Korea and Singapore. Our extensive global reach is well-positioned through a network of more than200 resellers and selling agents around the world and an online channel. We have more than 2,700 employees and hold more than 800 granted or pending additive manufacturing patentsglobally.We may make investments in strategic acquisitions, strategic alliances, property, plant and equipment, new technologies, process improvements, information technology, research anddevelopment projects, and human resource activities that we believe will help us pursue our product and solutions strategies and support future growth.2015 Financial HighlightsGoodwill and Other Intangible Assets Impairment ChargesWe review goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. During 2015, wedetermined that certain indicators of potential impairment existed that required interim goodwill impairment analysis. These indicators included a further significant decline in our marketcapitalization for a sustained period and weaker than expected operating results of our reporting units for 2015. These indicators along with certain reorganization initiatives for theCompany’s operations and the increased uncertainty in the 3D printing environment resulted in changes of the Company’s near-term cash flows projections. The lower near-term cash flowsprojections reflected changes in assumptions related to organic revenue growth rates, negative effect of exchange rate differences, costs and operating structure, the expected timing ofsynergies resulted from acquisitions and the timing of utilization of strategic opportunities in light of the overall weakness in the uncertain 3D printing marketplace. Accordingly, we updatedour cash flow projections and related assumptions based on the indicators set forth above for each of our reporting units and performed the two-step goodwill impairment tests. Ourimpairment analysis performed as part of the step two of the goodwill impairment test determined that the carrying amount of goodwill assigned exceeded its implied fair value for each of theCompany’s reporting units. As a result, we recorded non-cash goodwill impairment charges of $942.4 million during 2015. The non-cash impairment charges were recorded in order to reducethe carrying amount of goodwill to its implied fair value. For further information see note 7 to our consolidated financial statements.In addition, during 2015, we tested the recoverability of our purchased intangible assets due to certain indicators of impairment including weaker than expected operating results of ourreporting units for 2015, reorganization initiatives for our operations, lower forecasted profitability due to technological and other trends as well as the increased uncertainty in the 3D printingenvironment. We assessed the recoverability of our definite-life intangibles assets based on their projected undiscounted future cash flows expected to result from each intangible asset. Basedon the results of the recoverability assessment, we determined that the carrying values of certain of our intangible assets exceeds their undiscounted cash flows projections and therefore werenot recoverable. For those unrecoverable intangible assets that considered to be impaired, we recorded impairment charges of $260.3 million during 2015, in order to reduce the carryingamount of those intangible assets to their estimated fair value. We also reviewed for impairment our indefinite-life intangible, which consists of IPR&D projects and recorded impairmentcharges of $18.2 million, related to those in-process research and development projects in order to reduce the carrying amount of those intangible assets to their estimated fair value. Forfurther information see note 8 to our consolidated financial statements.Determining the fair value of our reporting units and intangible assets requires significant judgment, including judgments about the appropriate discount rates, terminal growth rates,weighted average costs of capital and the amount and timing of projected future cash flows. We will continue to monitor the fair value of Stratasys-Objet reporting unit and intangible assets todetermine whether events and changes in circumstances such as further deterioration in the business climate or operating results, further significant decline in our share price, changes inmanagement’s business strategy or downward changes of the our cash flows projections, warrant further interim impairment testing.On March 3, 2016, the SEC enforcement division issued a subpoena to us requesting a number of documents in connection with an investigation relating to the valuations and othercalculations used by us to assess the impairment of goodwill and/or intangible assets included in the balance sheet contained in our filings with the SEC. This matter is at a very preliminarystage, and we intend to cooperate fully with the SEC.Restructuring planIn April 2015, we initiated certain restructuring actions that are intended to focus efforts on adjusting our cost and operating structure to better align with the current market environment,improving and iterating products , developing new 3D printing solutions and expanding our presence in the market. These restructuring actions included a reduction in our global workforce,consolidation of certain facilities, closing of three retail stores and other actions designed to streamline our operating structure and better align with the current market environment.During 2015 we incurred restructuring charges of $ 26.2 million, including a $ 10.4 million charge related to workforce reductions and a $ 15.8 million charge related to facilitiesconsolidation (primarily MakerBot facilities) and impairments of associated long-lived assets. $9.9 million, $1.5 million and $14.8 million of these restructuring charges were included in costof sales, research and development, net and selling, general and administrative expenses, respectively.45Table of Contents2015 AcquisitionsOn July 1, 2015 we acquired 100% of the outstanding shares of RTC Rapid Technologies GmbH , or RTC , which has been a key channel partner in Germany. This acquisition is expectedto increase our presence in Germany, Switzerland and Austria, and should enable us to offer the full suite of Stratasys 3D printing solutions and services to the installed base of RTC as well aswork with its regional resellers to further capitalize on growth opportunities in selected verticals in the region.On February 10, 2015, we acquired certain assets and assumed certain liabilities of Intelligent CAD/CAM Technology Ltd., a Hong Kong company. This acquisition is expected to enableus to expand our operations in the Chinese market.Stratasys Direct ManufacturingOn January 1, 2015, we formed Stratasys Direct Manufacturing, or SDM, a paid-parts service from our three AM service companies – (i) Solid Concepts and (ii) Harvest Technologieswhich we acquired during the third quarter of 2014 and (iii) RedEye, our preexisting digital manufacturing service business. SDM is a provider of 3D printing and custom AM services,offering AM capabilities encompassing a wide range of technologies allowing for plastic and metal parts for rapid prototyping and production processes.We believe that the acquisitions of Solid Concepts and Harvest, combined with our RedEye service, created a leading strategic platform to meet a broad range of customers’ additivemanufacturing needs and provide us with opportunities to leverage our direct manufacturing services capabilities. These acquisitions have also enabled us to enhance our expertise in partsproduction, as well as materials and systems know-how. We believe that the integration of the three companies enables us to provide our customers with broad offerings that provide a varietyof technologies and custom manufacturing solutions, and supports our expansion into end-use-parts production and vertical market applications.Key measures of our performanceRevenuesOur consolidated revenues result primarily from sales of (i) our products, which include both our AM systems and related consumable materials, (ii) provision of related services and (iii)our direct manufacturing service. We effect sales and deliver services principally through the following channels:●sales to resellers, who purchase and resell our products and who provide support services for our printing systems; ●sales of systems that are marketed by independent sales agents, pursuant to which we sell directly to end-users, pay commissions to such agents, and directly handle the sale ofconsumables and provision of support services; and ●sales of systems (and all related products and services) as well as our direct manufacturing solutions service that we effect and/or provide to our customers directly.There is overlap among the channels as some independent sales agents for our higher-end products also serve as distributors of our other products. Besides the above methods of productdistribution, we also sell products directly through an online store and through additional retail sales channels.46Table of ContentsProduct revenuesProduct revenues are influenced by a number of factors, including, among other things, (i) the adoption rate of our products, (ii) end-user product design application and manufacturingactivity, and (iii) the capital expenditure budgets of end-users and potential end-users, all of which may be significantly influenced by macroeconomic factors. Purchases of our 3D printingand production systems, especially our higher-end, higher-priced systems, typically involve longer sales cycles.Product revenues also depend upon the volume of consumables that we sell. Sales of our consumable materials are linked to the number of AM systems that are installed and activeworldwide. Sales of consumables are also driven by system usage, which is generally a function of the size of the particular system and the level of design and/or manufacturing activity andbudget of the particular end-user. Larger systems generally use greater amounts of consumables due to their greater capacity and the higher levels of design and production.Services revenuesServices revenues derive from (i) our direct manufacturing parts services that provide a variety of technologies and custom manufacturing solutions; (ii) installation, training, maintenanceand warranty; and (iii) other service contracts. In addition, in connection with direct sales, we generally charge separately for installation and training. Additional services revenues aregenerated from services contracts most often entered into directly with end-users subsequent to the expiration of the initial warranty period.Costs of revenuesOur costs of revenues consist of costs of products and costs of services. Costs of products consist primarily of components and subassemblies purchased for the manufacture of our AMsystems and raw materials, such as thermoplastic and photopolymer materials, for the manufacture of our consumables, as well as any royalties paid with respect to sales of certain of thoseconsumables. Costs of products also include manufacturing and manufacturing-related labor costs, indirect production costs and amortization expense related mainly to developed technologyassets acquired as part of our business combinations.Our costs of services revenues consist primarily of costs of our service personnel, material and other production costs of our direct manufacturing service business and installation costswhich include engineers dedicated to on-site training and support and travel costs of these engineers. Both costs of products and costs of services include related facilities costs.Our most significant components of cost of revenues are costs of materials used for our printers, wages and related benefits costs, which together accounted for approximately 85 % ourtotal direct cost of sales . Cost of sales during the year ended December 31, 2015 included impairment charges of certain of our long-lived assets which amounted to approximately $197.8million. An additional significant item of our cost of revenues is the amortization expense that we incur in connection with developed technology assets acquired as part of our businesscombinations. This amortization expense varies based on the timing and type of acquisitions, and was $ 51 million, $ 56 million and $55 million for the years ended December 31, 2015, 2014and 2013, respectively.At December 31, 2015, a hypothetical 10% rise in commodity prices for raw materials would cause an approximate $ 21 million increase in cost of revenues in our Consolidated Statementof Income and Comprehensive Income. As to wages and related benefits, a 10% increase in wages due to wage inflation would cause an approximate $ 2 million increase in cost of revenuesin our Consolidated Statement of Income and Comprehensive Income. During 2015, we did not notice particular trends that changed, or were expected to change in the near future, theabsolute or relative significance of the components of our costs of revenues in a material manner. We also believe that inflation has not had a material effect on our operations or on ourfinancial condition during the three most recent fiscal years.Currently, we do not foresee a significant change in either the raw materials used for production or wage inflation that would materially impact our business. For further information,please see “Item 11. Quantitative And Qualitative Disclosures About Market Risk” in this annual report.Gross profitThe gross profit and gross margin for our products are influenced by a number of factors. The most important of these is the mix of our products sold. Specifically, the gross margins onour high-end Production series and Design series of AM systems, as well as on our consumables, are typically higher than the gross margins on our Idea series and MakerBot desktop printers.Accordingly, an increase in the percentage of sales of our entry-level products could cause our profit margins to decrease. Furthermore, we believe that as our worldwide installed base of AMsystems increases, subsequent sales of our proprietary consumables will also increase. We will also seek to reduce our costs of revenues by improving our ability to use less costly componentsand increasing engineering efficiencies in the production of our lower-priced systems. In addition, we will also seek to achieve lower material costs and leverage our overall capabilities in ourdirect manufacturing service business.47Table of ContentsProducts gross margins are also impacted by the mix of revenues generated from sales to resellers as opposed to sales that are facilitated by independent sales agents. We rely principallyupon a reseller network that is divided based on geographical areas. In addition to our reseller network, we have a significant number of independent selling agents who focus exclusively onselling our lower priced systems.Service gross margins are influenced mainly by the volume of revenues generated from our direct manufacturing service business as well as the ratio of service engineers to our installedbase in a given geographic area, as that ratio impacts travel costs and efficiency of our service engineers.Operating expensesOur operating expenses consist of (i) research and development expenses, (ii) selling, general and administrative expenses, (iii) goodwill impairment charges and (iv) changes in fair valueof obligations in connection with acquisitions.Research and development expensesOur research and development activities consist of projects aimed at developing new printing systems and materials and projects aimed at enhancing our existing product lines. We alsoseek to develop disruptive technologies and other process improvement solutions in the additive manufacturing ecosystem. Our research and development expenses consist primarily ofemployee compensation and employee-related personnel expenses, materials, laboratory supplies, costs for related software, and costs for facilities and equipment. Expenditures for research,development and engineering of products and manufacturing processes are expensed as incurred. Our investments in research and development are essential to our future growth and ourability to remain competitive in the AM market. We work closely with existing and potential customers, distribution channels and major resellers, who provide significant feedback forproducts development and innovation.We are also entitled to reimbursements from certain government funding plans and from other collaborative agreements. These reimbursements are recognized as a reduction of expensesas the related cost is incurred. We are not required to pay royalties on sales of products developed using our government funding.Selling, general and administrative expensesOur selling, general and administrative expenses include employee compensation and employee-related expenses for marketing, sales and other sales-support employees, and formanagerial and administrative personnel, including executive officers, accounting, legal, information technology and human resources. This category of expenses also covers commissions,advertising and promotions expenses, related facilities costs, integration and other post-merger related costs, professional service fees, impairment charges of certain of our intangible assets,as well as the amortization expenses related to acquired assets as part of our business combinations.Commissions consist of sales-based commissions to independent sales agents and internal sales personnel. Commission rates vary, depending on the geographic location of the agent andon the achievement of certain performance targets. Our advertising and promotion expenses consist primarily of media advertising costs, trade and consumer marketing expenses and publicrelations expenses.Facilities costs that are included in our selling, general and administrative expenses include a portion of the occupancy costs for our facilities in countries where sales, marketing andadministrative personnel are located. Professional service fees for accounting and legal services and reserves for specific legal proceedings referred to elsewhere in this annual report are alsoincluded in selling, general and administrative expenses.48Table of ContentsGoodwill impairmentGoodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiablenet assets acquired. Goodwill is not amortized but rather is tested for impairment annually at the reporting unit level, or whenever events or circumstances present an indication of impairment.We apply the Financial Accounting Standards Board, or FASB, guidance of testing goodwill for impairment. During 2015, we determined that certain indicators of potential impairment thatrequired goodwill impairment analysis for all of our reporting units existed. Accordingly, we performed a quantitative two-step assessment for goodwill impairment for each of our reportingunits. As a result, we recorded a non-cash impairment charge of $942.4 million during 2015. The non-cash impairment charges were recorded in order to reduce the carrying amount ofgoodwill to its estimated fair value. Refer to Note 7 to our audited financial statements included in Item 18 of this annual report for further information.Determining the fair value of our reporting units requires significant judgment, including judgments about the appropriate discount rates, terminal growth rates, weighted average costs ofcapital and the amount and timing of projected future cash flows. Projected future cash flows are based on the our most recent budgets, forecasts and strategic plans as well as certain growthrate assumptions for periods subsequent to the current strategic plans period. Failure to execute our strategic plans for our reporting units could negatively impact the fair value of ourreporting units, and increase the risk of an additional goodwill impairment in the future. We will continue to monitor the fair value our Stratasys-Objet reporting unit to determine whetherevents and changes in circumstances such as further deterioration in the business climate or operating results, further significant decline in our share price, changes in management’s businessstrategy or downward changes of our cash flows projections, warrant further interim impairment testing.Change in fair value of obligations in connection with acquisitionsAs part of the Solid Concepts transactions we recognized a deferred payments obligation. This obligation was recognized as part of the consideration transferred and it is re-measured atfair-value in each reporting period. The fair value of this obligation was measured using specific valuation models, which were based on unobservable inputs. Changes in fair value of theseobligations are presented in our operating expenses in a separate line item. The deferred payments for the Solid Concepts transaction are recognized as liabilities at fair value in ourconsolidated balance sheets and are classified under short-term and long-term obligations in connection with acquisitions. The fair value is determined based on the closing market price of ourordinary shares at the applicable date, adjusted to reflect a discount for lack of marketability for the applicable periods. The discount for lack of marketability was calculated based on thehistorical volatility of our share price and thus represents a Level 3 measurement within the fair value hierarchy. Refer to Note 2 and Note 3 to our audited financial statements included inItem 18 of this annual report for further information.Income TaxesThe provision for income tax is calculated based on our assumptions as to our entitlement to various benefits under the applicable tax laws and tax rates in the jurisdictions in which weoperate. We are subject to income taxes in Israel, the U.S. other foreign jurisdictions. A significant portion of our income after the Stratasys-Objet December 1, 2012 merger date is taxed inIsrael. We have realized and expect to continue to realize significant tax savings based on the determination that some of our industrial projects that have been granted “Approved Enterprise”and “Beneficiary Enterprise” status, which provides certain benefits, including tax exemptions for undistributed income and reduced tax rates. Income not eligible for Approved Enterpriseand Beneficiary Enterprise benefits is taxed at the regular corporate rates, which were 26.5% in 2015 and 2014 and 25% in 2013. We are also a Foreign Investors Company, or FIC, as definedby the Israeli Investment Law. FICs are entitled to further reductions in the tax rate normally applicable to Approved Enterprises and Beneficiary Enterprises, depending on the level offoreign ownership. In addition, we are an “Industrial Company” as defined by the Israeli Law for the Encouragement of Industry (Taxation), 1969, and, as such, are entitled to certain taxbenefits.Our entitlement to the above benefits is subject to our fulfilling the conditions stipulated by the Investment Law and regulations. Should we fail to meet such requirements in the future,income attributable to our Approved Enterprise and Beneficiary Enterprise programs could be subject to the statutory Israeli corporate tax rate and we could be required to refund a portion ofthe tax benefits already received with respect to such programs.Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the carrying amount and tax bases ofassets and liabilities under the applicable tax laws, and on effective tax rates in effect when the deferred taxes are expected to be settled or realized. Deferred taxes for each jurisdiction arepresented as a net asset or liability, net of any valuation allowances. Significant judgment required in determining any valuation allowance recorded against deferred tax assets. In assessingthe need for a valuation allowance, we considered all available evidence, including past operating results, the most recent projections for taxable income, and prudent and feasible tax planningstrategies. We reassess our valuation allowance periodically and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly.In addition, our effective tax rate is also impacted by the geographical mix of income and non-taxable items.49Table of ContentsCritical Accounting Policies and EstimatesWe have prepared our consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America. This hasrequired us to make estimates, judgments, and assumptions that affected the amounts we reported. Note 1 to our consolidated financial statements included in Item 18 of this annual reportcontains the significant accounting principles that we used to prepare our consolidated financial statements.We have identified critical accounting policies that required us to make assumptions about matters that were uncertain at the time of our estimates. Had we used different estimates andassumptions, the amounts we recorded could have been significantly different. Additionally, if we had used different assumptions or different conditions existed, our financial condition orresults of operations could have been materially different. For additional information regarding our accounting policies and estimates please refer to Note 1 to our consolidated financialstatements included in Item 18 of this annual report.Results of OperationsWe are providing within this section a supplemental discussion that compares historical statement of operations data in accordance with accounting principles generally accepted in theUnited State of America, or GAAP, for the years ended December 31, 2015, 2014 and 2013. Refer to note 2 to our consolidated financial statements included in Item 18 of this annual reportfor certain pro forma information for the Solid Concepts transaction and MakerBot transaction.The following table sets forth, certain financial data derived from our U.S. GAAP financial statements presented as percentages of our net sales for the periods indicated:Year ended December 31, 201520142013Net sales 100.0% 100.0% 100.0%Cost of sales85.3%51.7%53.3%Gross profit14.7%48.3%46.7%Research and development, net17.6%11.0%10.9%Selling, general and administrative62.4%46.9%41.7%Goodwill impairment135.4%13.7%0.0%Change in fair value of obligations in connection with acquisitions-3.4%-3.5%0.2%Operating loss-197.3%-19.8%-6.0%Financial expense, net-1.5%-0.9%-0.1%Loss before income taxes-198.8%-20.7%-6.1%Income taxes-1.5%-4.7%-0.5%Net loss attributable to Stratasys Ltd.-197.2%-15.9%-5.6%50Table of ContentsDiscussion of Results of OperationsNet SalesNet sales of our products and services for the last three years, as well as the percentage change from year to year, were as follows:Year Ended December 31, % Change% Change2015201420132015-20142014-2013U.S. $ in thousandsProducts $ 503,946 $ 612,138 $ 414,853 -17.7% 47.6%Services192,049137,99169,55039.2%98.4%$695,995$750,129$484,403-7.2%54.9%Net sales in 2015 were $696.0 million as compared to net sales of $750.1 million in 2014, representing a decrease of 7.2%. Our revenues for 2015 were lower than expected across allregions and most product and service lines. We believe that the current slowdown is primarily due to a continuation of the challenging AM environment, driven primarily by weak investmentin capital equipment by customers within key verticals. Net sales were also negatively impacted by foreign currency exchange fluctuations. Net sales decreased by approximately 3.5% on aconstant currency basis when using prior period’s exchange rates.Product Revenues2015 Compared to 2014Revenues derived from products (including AM systems, consumable materials and other products) decreased by $108.2 million in 2015, or 17.7%, as compared to 2014. The decrease inproducts net sales was primarily driven by a decrease in MakerBot revenues, overall market weakness and a negative impact from foreign currency exchange fluctuations, which werepartially offset by an increase in our sales of consumables offerings which increased by 5.1% as compared to 2014.The decrease in systems and other products revenue reflects lower sales across all product lines, primarily our MakerBot desktop systems and our Connex design-series systems.The number of systems shipped during 2015 decreased to 24,363 units as compared to 45,843 units shipped in 2014. The decrease in the number of systems shipped was primarily due to adecrease in MakerBot unit sales.Consumables revenues increased in 2015 by 5.1% as compared to 2014. The increase in consumables revenues, despite overall market weakness, was primarily due to the favorable effectof our growing installed base of systems and high performance consumable materials offerings for use in new applications, offset by the unfavorable impact of foreign currency exchangefluctuations.2014 Compared to 2013Revenues derived from products increased by $197.3 million in 2014, or 47.6%, as compared to 2013. The number of systems shipped increased to 45,843 units as compared to 19,317units shipped in 2013. The increase in both revenue and number of units shipped primarily reflected an organic growth in our products sales of $130.8 million in 2014, or 31.5% as comparedto 2013, as well as the inclusion of a full year of MakerBot revenues which contributed $66.5 million to the increase of our product revenues.Consumables revenues increased in 2014 by 32.5% as compared to 2013. The increase was driven by acceleration in customer usage and our growing installed base of systems. Inparticular, the strong sales of our Production series and high-end Design series systems in prior periods contributed to strong consumables sales growth given their relatively higherconsumable utilization rates.Services Revenues2015 Compared to 2014Services revenues (including SDM, maintenance and other services) increased by $54.1 million in 2015, or 39.2%, as compared to 2014. The increase in services revenues was primarilyattributable to the increase in our SDM revenues, which increased by $40.0 million or 73.7% as compared to 2014 primarily due to the inclusion for the full year of Solid Concepts andHarvest revenues after their respective transaction dates.Services revenues also increased organically from maintenance contracts and service parts, reflecting our growing installed base of systems.51Table of Contents2014 Compared to 2013Services revenues increased by $68.4 million in 2014, or 98.4%, as compared to 2013. The increase in services revenues was primarily attributable to the increase in our SDM servicesrevenues, which increased by $41.0 or 250.2% as compared to 2013, due to the inclusion of Solid Concepts and Harvest revenues after their respective transaction dates.Revenues by RegionRevenues and the percentage of net sales by region for the last three years, as well as the percentage change, were as follows:Year Ended December 31, 2015 2014 2013 2015-2014 2014-2013 U.S. $ in% of netU.S. $ in% of netU.S. $ in% of netthousands salesthousands salesthousands salesChange in %Change in %North America$ 413,01759.3%$ 405,88054.1%$ 262,61454.2%1.8 %54.6%EMEA148,16921.3%183,46224.4%126,21426.1%-19.2%45.4%Asia Pacific122,25717.6%150,47520.1%90,02318.6%-18.8%67.2%Other12,5521.8%10,3121.4%5,5521.1%23.6%85.7%$695,995100.0%$750,129100.0%$484,403100.0%-7.2%54.9%2015 Compared to 2014Net sales in the North America region increased by $7.1 million, or 1.8 % to $413.0 million in 2015 as compared to $405.9 million in 2014. The increase was driven primarily by anincrease in services revenues, due to the inclusion of a full year of SDM revenues in 2015 as well as an increase of our consumables offerings net sales, partially offset by lower net sales ofour systems.Net sales in the EMEA region decreased by $35.3 million, or 19.2%, to $148.2 million in 2015 as compared to $183.5 million in 2014. This decrease was due primarily to lower sales ofour systems. In local currencies terms, net sales of the EMEA region in 2015 decreased by 6.3% as compared to 2014. Net sales in the EMEA region were negatively impacted byapproximately $23.8 million primarily due to the devaluation of the Euro against the U.S. dollar, on a constant currency basis when using prior period’s exchange rates.Net sales in the Asia Pacific region decreased by $28.2 million, or 18.8%, to $122.3 million in 2015 as compared to $150.5 million in 2014. This decrease was due primarily to lower salesof our systems, partially offset by an increase of our consumables offerings net sales.2014 Compared to 2013Net sales in all regions increased in 2014 as compared to 2013 and reflected strong sales growth across all product lines as well as the inclusion of a full year of MakerBot revenues in2014 and Solid Concepts and Harvest revenues commencing on their respective transaction dates.52Table of ContentsGross ProfitGross profit for our products and services for the last three years, as well as the percentage change from year to year, was as follows:Year Ended December 31,2015201420132015-20142014-2013 U.S. $ in thousandsChange in %Change in %Gross profit attributable to: Products$ 37,725$ 309,300$ 201,426-87.8%53.6%Services64,44753,09424,74721.4%114.5%$102,172$362,394$226,173-71.8%60.2%Gross profit as a percentage of net sales for our products and services for the last three years, as well as the percentage change from year to year, was as follows:Year Ended December 31, 2015201420132015-20142014-2013 Change in % Change in %Gross profit as a percentage of revenues from:Products7.5%50.5%48.6%-85.2%4.1%Services33.6%38.5%35.6%-12.8%8.1%Total gross profit14.7%48.3%46.7%-69.6%3.5%2015 Compared to 2014Gross profit attributable to products sales decreased by $271.6 million, or 87.8%, to $37.7 million in 2015 as compared to $309.3 million in 2014. Gross profit attributable to productssales as a percentage of revenues decreased to 7.5% in 2015 as compared to 50.5% in 2014. The decrease in gross profit attributable to products sales was primarily due to impairment chargesof $191.4 million related to certain of our developed technology intangible assets in 2015, as compared to $11.6 million in 2014. The decrease in gross profit was also attributable to adecrease in products net sales, as discussed above, as well as changes in product mix that favored relatively lower-margin systems net sales.Gross profit attributable to services revenues increased by $11.4 million, or 21.4%, to $64.4 million in 2015 as compared to $53.1 million in 2014. Gross profit from services as apercentage of services revenues in 2015 decreased to 33.6% as compared to 38.5% in 2014. The changes in gross profit from services revenues primarily reflect the inclusion for a full year ofSolid Concepts and Harvest Technologies operations in 2015, which resulted in an increase of $10.1 million in 2015 as compared to 2014.2014 Compared to 2013Gross profit attributable to products sales increased by $107.9 million, or 53.6%, to $309.3 million in 2014 as compared with $201.4 million in 2013. The increase was attributable to salesgrowth discussed above. Gross profit attributable to products sales as a percentage of revenues increased to 50.5% in 2014 as compared to 48.6% in 2013, mainly due to product mix sales thatfavored our higher-margin Production series and high-end Design series systems, as well as flat intangible asset amortization expenses.Gross profit attributable to services revenues increased by $28.3 million, or 114.5%, to $53.1 million in 2014 as compared with $24.7 million in 2013. The increase was attributableprimarily to sales growth discussed above, as well as the inclusion of Solid Concepts and Harvest Technologies operations. Gross profit from services as a percentage of services revenues in2014 increased to 38.5% from 35.6% in 2013 mainly due to changes in mix of services and economies of scale.53Table of ContentsOperating ExpensesThe amount of each type of operating expense for the last three years, as well as the percentage change between such annual periods, and total operating expenses as a percentage of ourtotal sales in each such annual period, was as follows:Year Ended December 31,2015 20142013 2015-20142014-2013U.S. $ in thousandsChange in % Change in %Research and development, net$ 122,360$ 82,270 $ 52,31048.7%57.3%Selling, general & administrative434,619351,993202,04023.5%74.2%Goodwill impairment942,408102,470-819.7%N/AChange in fair value of obligations in connection with acquisitions(23,671)(26,150)754-9.5%-3568.2%$1,475,716$510,583$255,104189.0%100.1%2015 Compared to 2014Research and development expenses, net increased by $40.1 million, or 48.7%, in 2015 as compared to 2014. The increase was primarily due to the inclusion of a full year of GrabCadoperations, following the acquisition of GrabCad in September, 2014, which added $ 8.1 million and an increase in headcount to support new research and development initiat i ves, as well asimpairment charges of $18.2 million related to certain of our in-process research and development projects in 2015 as compared to $3.0 million in 2014.Research and development expense, net as a percentage of sales increased to 17.6% in 2015 as compared to 11.0% in 2014. This increase reflects our intention to continue to invest inresearch and development in order to bring a broad range of hardware, materials and software solutions to create a leading 3D printing ecosystem.Selling, general and administrative expenses in 2015 amounted to $434.6 million, compared to $352.0 million in 2014. Selling, general and administrative expenses in 2015 as apercentage of net sales were 62.4% as compared to 46.9% in 2014. The increase of our selling, general and administrative expenses was primarily attributed to impairment charges related tointangible assets of $68.9 million, certain reorganization and other related charges, as well as strategic and marketing activities, including branding and IT related costs.During the year ended December 31, 2015, we recorded goodwill impairment charges of $942.4 million related to all of our reporting units. During 2015, we determined that certainindicators of potential impairment that required an interim goodwill impairment analysis for all of our reporting units existed. These indicators included a further significant decline in theCompany’s market capitalization for a sustained period and weaker than expected operating results of its reporting units for 2015, which resulted in changes to the Company’s near-term cashflows projections, which reflect, among other things, the increased uncertainty in the 3D printing environment. Accordingly, we performed a quantitative two-step assessment for goodwillimpairment for each of our reporting units. As part of the two-step impairment test, we performed calculation for the implied fair value of goodwill of our reporting units and determined thatthe carrying amount of goodwill assigned to certain of our reporting units exceeded its fair value. As a result, we recorded a non-cash impairment charge of $942.4 million, in order to reducethe carrying amount of goodwill to its implied fair value. We will continue to monitor our reporting units to determine whether events and circumstances warrant further interim impairmenttesting. For further information, refer to note 7 to our consolidated financial statements included in Item 18 of this annual report.During the year ended December 31, 2015, we recorded a gain of $23.7 million, compared to a gain of $26.2 million for the year ended December 31, 2014, due to the revaluation ofobligations in connection with acquisitions. The gain recorded during the year ended December 31, 2015 was due to the downward revaluation of the deferred payments liability in connectionwith the Solid Concepts transaction which was mainly attributable to changes in our share price. For further information, see note 2 to our consolidated financial statements included in Item18 of this annual report.2014 Compared to 2013Research and development expenses, net increased by $30.0 million, or 57.3%, during 2014 as compared to 2013. The increase was primarily due to the inclusion of a full year ofMakerBot operations, which resulted in an increase of $15.2 million in our research and development expenses and due to an increase in headcount to support new research and developmentinitiatives. Research and development expense as a percentage of sales increased to 11.0% in 2014 as compared to 10.8% in 2013.Selling, general and administrative expenses increased by 74.2% in 2014 as compared to 2013. The increase in our selling, general and administrative expenses was primarily attributableto the inclusion of Solid Concepts operating results together with related merger, retention and other integration expense of $38.9 million, the inclusion of a full year of MakerBot operationsof $30.0 million and an increase in amortization of acquired intangible assets of $7.9 million. The additional increase of our selling, general and administrative expenses was attributed tovarious strategic and marketing activities, other acquisitions related expenses.During the year ended December 31, 2014, we recorded a goodwill impairment charge of $102.5 million related to our MakerBot reporting unit. The main factors for this non-cash andnon-tax deductible expense were a slower growth of MakerBot product and service revenues, challenges associated with the introduction and scaling of its new product platform, changes intiming of implementation of certain initiatives and changes in MakerBot’s distribution model.54Table of ContentsDuring 2014, we recorded a gain of $26.2 million due to changes in fair value of obligations in connection with acquisitions. The gain recorded during the year ended December 31, 2014was due to the downward revaluations of deferred payments liability in connection with the Solid Concepts transaction and the earn-out liability in connection with the MakerBot transactionwhich amounted to $7.9 million and $18.3 million, respectively.Operating LossOperating loss and operating loss as a percentage of our total net sales for the last three years, as well as the percentage change in operating income between those years, were as follows:Year Ended December 31, 2015 201420132015-20142014-2013U.S. $ in thousands Change in % Change in %Operating loss$ (1,373,544)$ (148,189)$ (28,931)827%412%Percentage of sales-197.3%-19.8%-6.0%2015 Compared to 2014Operating loss for the year ended December 31, 2015 was $1,374 million as compared to an operating loss of $148.2 million for the year ended December 31, 2014. The increase inoperating loss was primarily attributable to goodwill and other intangible assets impairment charges of $1,221 million.2014 Compared to 2013Operating loss for the year ended December 31, 2014 was $148.2 million as compared to an operating loss of $28.9 million for the year ended December 31, 2013. The increase inoperating loss was primarily attributable to goodwill and other intangible assets impairment charges of $117.1 million and higher merger, retention and integration expenses, mainly due to theSolid Concepts transaction.Financial expense, net2015 Compared to 2014Financial expenses, net, which were primarily comprised of foreign currencies effects and interest expense, net, amounted to $10.3 million for the year ended December 31, 2015,compared to a financial expense, net of $6.5 million for the year ended December 31, 2014. The increase in financial expense, net was primarily due to costs related to the termination of ourrevolving credit facility during September 2015 in an amount of $2.7 million, as well as foreign currency translation losses due to changes in the rate of exchange between the U.S. dollar andthe local currencies in the markets in which we operate (primarily the Euro).2014 Compared to 2013Financial expenses, net, which comprised of mainly foreign currencies effects and interest expense, net, amounted to $6.5 million for the year ended December 31, 2014, compared to afinancial expense, net of $0.5 million for the year ended December 31, 2013. The increase is mainly due to foreign currency translation losses.55Table of ContentsIncome TaxesIncome taxes and income taxes as a percentage of net income before taxes for the last three years, as well as the percentage change in income taxes between those years, were as follows:Year Ended December 3 1, 2015 2014 2013 2015-2014 2014-2013U.S. $ in thousandsChange in %Change in %Income taxes$ (10,320)$ (35,248)$ (2,474)-70.7%1324.5%As a percent ofloss before income taxes0.7%22.8%8.4%-96.7%170.7%2015 Compared to 2014Our effective tax rate for the year ended December 31, 2015 was 0.7% as compared to 22.8% tax rate for the year ended December 31, 2014. Our effective tax rate has varied significantlydue to the changes in the mix of income (loss) between the U.S. and Israel.Our effective tax rate for the year ended December 31, 2015, was impacted by goodwill impairment of $942.4 million, as described in note 7 to our consolidated financial statementsincluded in Item 18 of this annual report, which is non-tax deductible, and therefore had a significant impact on the effective tax rate for that period. In addition, the impairment of certainintangible assets and tax deductible goodwill, as described in note 8 to our consolidated financial statements, resulted in a reversal of related deferred tax liabilities amounting to $ 116.5million for the year ended December 31, 2015. We also recorded a valuation allowance of $ 152.1 million against deferred tax assets in respect of deferred tax assets as it is more likely thannot that those deferred tax assets will not be realized in the near-term. We will continue to monitor whether the realization of our remaining deferred tax assets is more likely than not.In addition, during 2015, we adjusted our estimate of long-term tax rates in Israel. As a result, we recorded $ 4.2 million of income taxes and deferred tax liabilities associated with theamortization of the intangible assets.2014 Compared to 2013Favorable factors that impacted our effective tax rate for the year ended December 31, 2014 included income of $18.3 million attributable to the change in fair value of our earn-out, whilea goodwill impairment charge of approximately $102.5 million had an unfavorable effect on our effective tax rate. Both of the foregoing were not tax deductible, and therefore had asignificant impact on our effective tax rate for the year ended December 31, 2014. In addition, during the third quarter of 2014, we adjusted our estimate of long-term tax rates in Israel. As aresult, we recorded an approximately $3.2 million in our income tax expense and an increase in our deferred tax liabilities associated with the amortization of the intangible assets.In future periods, our effective tax rate is expected to fluctuate as a result of various factors, including changes in the products and geographical distribution of our income, changes invaluation allowance, significant non-tax deductible items, the effect of any mergers and acquisitions, and the effects of statutes of limitations and provisions for uncertain tax positions. Weexpect that the tax rate in future years will be higher than 2015, as a result of the product mix projected for these years and the changes of the Israeli incentives regime we currently benefitfrom.56Table of ContentsNet Loss and Net Loss Per Share Attributable to Stratasys Ltd.Net loss and net loss as a percentage of our total revenues for the last three years, as well as the percentage change in net income between those years, were as follows:Year Ended December 31, 2015201420132015-20142014-2013U.S. $ in thousandsChange in %Change in %Net loss attributable to Stratasys Ltd. $ (1,372,835) $ (119,420) $ (26,954) 1049.6% 343.1%Percentage of Sales-197.2%-15.9%-5.6%Diluted net loss$(26.64)$(2.39)$(0.68)1016.0%251.1%2015 Compared to 2014Net loss attributable to Stratasys Ltd. for the year ended December 31, 2015 was $1,373 million as compared to $119.4 million for the year ended December 31, 2014. This increase of thenet loss attributable to Stratasys Ltd was due to the factors that were previously discussed, primarily the increase in goodwill and other intangible assets impairment charges and the decreasein net sales.Diluted loss per share for the years ended December 31, 2015 and 2014 was $26.64 and $2.39, respectively. The weighted average fully diluted share count for the year ended December31, 2015 was 51.6 million, compared to 50.0 million for the year ended December 31, 2014. In computing our loss per share for the year ended December 31, 2015, we adjusted the net lossattributable to Stratasys Ltd. by $1.8 million due to excess redemption amount of redeemable non-controlling interest.2014 Compared to 2013Net loss attributable to Stratasys Ltd. for the year ended December 31, 2014 was $119.4 million as compared to $27.0 million for the year ended December 31, 2013. Diluted loss pershare for the years ended December 31, 2014 and 2013 was $2.39 and $0.68, respectively.Non-GAAP Financial MeasuresThe following non-GAAP data, which excludes the categories of expenses described below, are non-GAAP financial measures. Our management believes that these non-GAAP financialmeasures are useful information for investors and shareholders of our company in gauging our results of operations (x) on an ongoing basis after excluding merger and acquisition relatedexpense, reorganization-related charges, and (y) excluding non-cash charges such as share-based compensation, amortization of intangible assets, impairment charges of goodwill and otherlong-lived assets and non-recurring changes of non-cash valuation allowance on deferred tax assets that either do not reflect actual cash outlays that impact our liquidity and our financialcondition or have a non-recurring impact on the income statement, as assessed by management. These non-GAAP financial measures are presented to permit investors to more fullyunderstand how management assesses our performance. The limitations of using these non-GAAP financial measures as performance measures are that they provide a view of our results ofoperations without including all events during a period, such as the effects of impairment charges, non-cash compensation and other charges, and may not provide a comparable view of ourperformance to other companies in our industry. The presentation of these non-GAAP measures is not meant to be considered in isolation or as an alternative to any measure of financialperformance calculated in accordance with GAAP.57Table of ContentsReconciliation of GAAP and Non-GAAP Results of OperationsYear ended December 31, 2015Non-GAAP GAAPAdjustmentsNon-GAAP(U.S. dollars and shares in thousands,except per share amounts)Gross profit (1) $ 102,172 $ 259,545 $ 361,717Operating income (loss) (1,2)(1,373,544)1,357,577(15,967)Net income (loss) attributable to Stratasys Ltd. (1,2,3)(1,372,835)1,382,7899,954Net income (loss) per diluted share attributableto Stratasys Ltd. (4)$(26.64)$26.83$0.19 (1) Acquired intangible assets amortization expense50,353Impairment charges of other intangible assets191,534Non-cash stock-based compensation expense5,381Reorganization and other related costs10,949Merger and acquisition related expense1,328259,545 (2)Goodwill impairment942,408Acquired intangible assets amortization expense22,436Non-cash stock-based compensation expense24,629Impairment charges of other intangible assets86,937Change in fair value of obligations in connection with acquisitions(23,671)Reorganization and other related costs16,955Merger and acquisition related expense28,3381,098,0321,357,577 (3)Credit facility termination related costs2,705Corresponding tax effect and other tax adjustments22,507$1,382,789 (4)Weighted average number of ordinary shares outstanding- Diluted51,59252,82458Table of ContentsYear ended December 31, 2014Non-GAAPGAAPAdjustmentsNon-GAAP(U.S. dollars and shares in thousands,except per share amounts)Gross profit (1) $ 362,394 $ 76,877 $ 439,271Operating income (loss) (1,2)(148,189)256,452108,263Net income (loss) attributable to Stratasys Ltd. (1,2,3)(119,420)223,049103,629 Net income (loss) per diluted share attributable to Stratasys Ltd. (4)$(2.39)$4.39$2.00 (1) Acquired intangible assets amortization expense56,470Impairment charges of other intangible assets11,636Non-cash stock-based compensation expense4,493Merger and acquisition related expense4,27876,877 Goodwill impairment102,470(2)Acquired intangible assets amortization expense24,952Non-cash stock-based compensation expense25,714Impairment charges of other intangible assets3,000Change in fair value of obligations in connection with acquisitions(26,150)Merger and acquisition related expense49,589179,575256,452 (3)Corresponding tax effect(33,403)$223,049 (4)Weighted average number of ordinary shares outstanding- Diluted50,01951,80559Table of ContentsYear ended December 31, 2013Non-GAAPGAAPAdjustmentsNon-GAAP(U.S. dollars and shares in thousands,except per share amounts)Gross profit (1) $ 226,173 $ 62,717 $ 288,890Operating income (loss) (1,2)(28,931)126,61397,682Net income (loss) attributable to Stratasys Ltd. (1,2,3)(26,954)108,91381,959 Net income (loss) per diluted share attributable to Stratasys Ltd. (4)$(0.68)$2.52$1.84 (1) Acquired intangible assets amortization expense59,343Non-cash stock-based compensation expense2,980Merger and acquisition related expense39462,717 (2)Acquired intangible assets amortization expense17,066Non-cash stock-based compensation expense21,282Change in fair value of obligations in connection with acquisitions9,867Merger and acquisition related expense15,68163,896126,613 (3)Corresponding tax effect(17,575)Depreciation and amortization expense attributable to noncontrolling interest(125)$108,913 (4)Weighted average number of ordinary shares outstanding- Diluted42,09944,511Forward-looking Statements and Factors That May Affect Future Results of OperationSee “Cautionary Note Regarding Forward-looking Statements” at the beginning of this annual report (following the table of contents).Variability of Operating ResultsOur sales and profitability may vary in any given year, and from quarter to quarter, depending on the number and mix of products sold and the average selling price of the products, andare also affected by the seasonality of our business. In addition, due to competition, uncertain market acceptance and other factors, we may be required to reduce prices for our products in thefuture.Our future results will be affected by a number of factors, including our ability to: increase the number of units sold; develop, introduce and deliver new products on a timely basis;accurately anticipate customer demand patterns; and manage future inventory levels in line with anticipated demand. Our results may also be affected by competitive factors, the extent towhich our cost reduction program succeeds, the availability of working capital, results of litigation, the enforcement of intellectual property rights, currency exchange rate fluctuations,commodity prices and economic conditions in the geographic areas in which we operate. Macro factors, such as the extent of growth of the 3D printing market generally, may also impact ouroperating results. There can be no assurance that our historical performance in sales, gross profit and net income (loss) will improve or even continue, or that sales, gross profit and net income(loss) in any particular quarter will improve over those of preceding quarters, including comparable quarters of previous years. See Item 3.D - “Risk Factors” above.Effective Corporate Tax RateSee “Israeli Tax Considerations and Government Programs — General Corporate Tax Structure in Israel” in Item 4.B above for a discussion of the general tax structure in Israel andapplicable corporate tax rates.60Table of ContentsIn 2015, we derived a significant portion of our income from facilities granted Approved or Beneficiary Enterprise status, and therefore our effective tax rate was significantly reducedfrom the historic rate of Stratasys, Inc. See “Israeli Tax Considerations and Government Programs — The Law for the Encouragement of Capital Investments” in Item 4.B above. Income taxexpense in our historical financial statements prior to 2013 related primarily to the income taxes of non-Israeli subsidiaries, as income from Objet Ltd. was included only for the month ofDecember, 2012, subsequent to the Stratasys-Objet merger.In the event we have taxable income in Israel, derived from sources other than Approved or Beneficiary Enterprises, such income would be taxable at the regular Israeli corporate tax ratesdescribed above.As part of the process of preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we operate. This process involves ourestimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. Actual income taxescould vary from these estimates due to future changes in income tax law or results from final tax examinations and reviews.Effects of Government Regulations and Location on our BusinessFor a discussion of the effects of Israeli governmental regulation and our location in Israel on our business, see “Israeli Tax Considerations and Government Programs” in Item 4.B aboveand the “Risks related to operations in Israel” in Item 3.D above.InflationWe believe that inflation has not had a material effect on our operations or on our financial condition during the three most recent fiscal years.Foreign Currency TransactionsSee “Foreign Currency Exchange Risk” in Item 11 below for a discussion of foreign currency transactions.61Table of ContentsB. Liquidity and Capital ResourcesA summary of our statement of cash flows for the three years ended December 31, 2015 is as follows:Year ended December 31,201520142013U.S. $ in thousandsNet loss $ (1,373,511) $ (119,470) $ (26,907)Goodwill and other long-lived assets impairment charges1,231,385117,106-Depreciation and amortization108,395109,42992,436Deferred income taxes(19,129)(53,887)(19,449)Stock-based compensation30,01030,20724,262Change in fair value of obligations in connection withacquisitions(23,671)(26,150)754Foreign currency transactions loss and other non-cash items8,62910,602(4,340)Change in working capital and other items15,982(54,021)(34,727)Net cash provided by (used in) operating and other activities(21,910)13,81632,029Net cash used in investing activities(93,102)(27,439)(226,751)Net cash provided by (used in) financing activities(67,004)44,941474,915Effect of exchange rate changes on cash and cash equivalents(2,533)(3,265)69Net change in cash and cash equivalents(184,549)28,053280,262Cash and cash equivalents, beginning of year442,141414,088133,826Cash and cash equivalents, end of year$257,592$442,141$414,088Our cash and cash equivalents balance decreased to $257.6 million at December 31, 2015 compared to $442.1 million at December 31, 2014. The decrease in cash and cash equivalents in2015 was due to cash flows used in operating activities in an amount of $21.9 million, cash flows used in investing activities of $93.1 million and cash used in financing activities in theamount of $67.0 million.Our cash and cash equivalents balance increased to $442.1 million at December 31, 2014 compared to $414.1 million at December 31, 2013 .Cash flow from operating activitiesWe used $21.9 million of cash for our operating activities during 2015. The net loss of $1,374 million was adjusted due to non-cash impairment charges of goodwill and other long-livedassets of $1,231 million and depreciation and amortization of $108.4 million. Changes in the deferred income taxes negatively affected our cash flow used in operating activities in an amountof $ 19.1 million. Changes in working capital and other items of $ 16.0 million favorably affected our cash flow used in operating activities. Changes in working capital items that favorablyaffected our cash flow used in operating activities were primarily attributable to decrease in accounts receivable of $25.1 million and an increase of $10.1 million of our deferred revenueliabilities. The changes in our inventories balance negatively affected our working capital in $12.4 million. The changes in working capital reflect the improvement in the efficiency of ourworking capital management.We generated cash from operating activities of $13.8 million during 2014. The net loss of $119.5 million was favorably adjusted due to noncash charges for goodwill and other intangibleassets impairment of $117.1 million, depreciation and amortization of $109.4 million and stock-based compensation expense of $30.2 million offset mainly by the changes in the deferredincome taxes of $53.9 million and in working capital items of $54.0 million.We generated cash from operating activities of $32.0 million during 2013. The net loss of $ 26.9 million was favorably adjusted due to noncash charges for depreciation and amortizationof $92.4 million and stock-based compensation expense of $24.3 million offset mainly by the changes in the deferred income taxes of $19.4 million and in working capital items of $ 34.7million.Cash flow from investing activitiesWe used $93.1 million of cash in our investing activities during 2015. Cash was primarily used to purchase property and equipment in an amount of $84.3 million as well as $9.9 millionof cash used for acquisitions.62Table of ContentsProperty, plant and equipment purchases were $84.3 million in 2015. Our principal property and equipment purchases were for our new facility in Rehovot, Israel which is currently underconstruction. The new facility in Rehovot, Israel, which we paid approximately $39.1 million for during 2015, will house the Company’s Israeli headquarters, research and developmentfacilities and certain marketing activities. Other property and equipment purchases were primarily for the enhancement of our manufacturing capabilities of our facilities in the United States.Other cash used in our investing activities included $12.7 million of cash used for acquisitions as well as purchases of intangible assets, partially offset by $4.5 million of cash provided bychanges in investments in short-term bank deposits, net.We used $27.4 million of cash in our investing activities during 2014. We used $151.1 million of cash to fund our acquisitions. In addition, we also used non-cash consideration to fundour acquisitions. For further details, see our supplemental disclosure of cash flow information of our consolidated statement of cash flow and note 2 to our consolidated financial statementsincluded in Item 18 of this annual report. Property, plant and equipment purchases totaled $60.5 million and the net changes in our short-term bank deposits provided $189.8 million of cashfrom investing activities.We used $226.8 million of cash in our investing activities during 2013. The cash used for investing activities in 2013 primarily related to the purchase of short-term bank deposits, whichused cash of $180.3 million, and the purchase of property, plant and equipment of $33.3 million.Cash flow from financing activitiesNet cash used in our financing activities was $67.0 million during 2015. Cash used in financing activities was mainly attributed to net repayment of $50.0 million in connection of thetermination of our credit facility. In addition, $19.9 million of cash were used to finance our payments for obligations in connection with acquisitions and was partially offset by proceeds of$2.9 million from the exercise of stock options.Net cash provided by financing activities was $44.9 million in 2014. Cash provided by financing activities was mainly attributed to our borrowing of $50.0 million under our credit facilityduring 2014, proceeds of $7.9 million from the exercise of stock options and were partially offset by the cash payment of the first earn-out period obligation in connection with MakerBottransaction in the amount of $10.8 million.Net cash provided by financing activities was $474.9 million in 2013. Cash provided by financing activities was mainly attributed to net proceeds of $462.9 million from public offering of5,175,000 of our ordinary shares. Proceed from the exercise of stock options provided cash of $12.5 million to our financing activities.Capital resources and capital expendituresOur total current assets amounted to $547.1 million as of December 31, 2015, of which $258.2 million consisted of cash and cash equivalents and short-term bank deposits. Total currentliabilities amounted to $ 172.7 million as of December 31, 2015. Most of our cash and cash equivalents and short-term bank deposits are held in banks in Israel, Switzerland and the U.S., withonly minor amounts subject to any restrictions on movement of balances within our company and our subsidiaries.Our credit risk of our accounts receivable is limited due to the relatively large number of customers and their wide geographic distribution. In addition, we try to reduce the creditexposures of our accounts receivable by credit limits, credit insurance for many of our customers, ongoing credit evaluation and account monitoring procedures.We believe that we will have adequate cash and cash equivalents to fund our ongoing operations and that these sources of liquidity will be sufficient to satisfy our capital expenditurerequirements for the next twelve months.Revolving credit facilityIn September 2015, we terminated our revolving credit facility. In connection with the termination of the revolving credit facility, we repaid all of our outstanding short-term debtthereunder, in an amount of approximately $175 million. That payment was made from our available cash balances. As a result of the termination of our short-term debt under the revolvingcredit facility, we recorded an additional non-recurring financial expense of $2.7 million which included write-off of unamortized deferred issuance costs and fees paid for certain creditorsand other third parties. The termination of our revolving credit facility was executed as part of our assessment of our policies with respect to our working capital and cash management andwill enable us to reduce our future interest expenses. We expect to have sufficient liquidity to fund our operations and working capital needs following the termination of the revolving creditfacility.63Table of ContentsAcquisitionsAs discussed in note 2 to our condensed consolidated financial statements, we acquired Solid Concepts on July 14, 2014. At the closing, we paid approximately $162 million as part of thepurchase price and other related expenses, of which $60 million was paid in cash and $98 million was paid in our shares; an additional $4 million of the initial purchase price was deferred forsix months and was paid in cash during January 2015. The remaining related payments, including deferred consideration and retention bonus payments, are subject to certain adjustmentsbased on our share price. Subject to certain requirements for cash payments, we retain the discretion to settle any of the amounts payable under the Solid Concepts transaction in our shares,cash or any combination of the two. During July 2015, we issued 236,400 ordinary shares in the amount of $8.2 million and paid cash of $3.7 million to settle the first annual installment ofthe deferred payments and the deferred retention payments. Based on our share price as of December 31, 2015, the total undiscounted amount of the deferred payments consideration andretention bonus amounted to approximately $18.1 million. We believe that our existing cash reserves will be adequate to permit us to make the cash payments if we choose to pay theremaining amount in cash.As part of our business strategy, we plan to consider and, as appropriate, make acquisitions of other businesses, products, product rights or technologies. Our cash reserves and other liquidassets may be inadequate to consummate such acquisitions and it may be necessary for us to issue shares or raise substantial additional funds in the future to complete future transactions.Contractual obligationsFor information concerning our material commitments as of December 31, 2015, see Item 5.F below (“Tabular Disclosure of Contractual Obligations”).C. Research and Development, Patents and Licenses, Etc.For a discussion of our research and development policies, see “Research and Development” and “Regulation— Israeli Tax Considerations and Government Programs – Law for theEncouragement of Capital Investments” in Item 4.B above and the “Risks related to operations in Israel” in Item 3.D above.D. Trend Information.For trend information, see the Risk Factors described in Item 3.D above, the “Overview” and “Operating Results” sections of this Item 5 - “Operating and Financial Review andProspects” and Item 4 - “Information on the Company” above.E. Off-Balance Sheet Arrangements.Except for standard operating leases, we have not engaged in any off-balance sheet arrangements, such as the use of unconsolidated subsidiaries, structured finance, special purposeentities or variable interest entities.We do not believe that our off-balance sheet arrangements and commitments have or are reasonably likely to have a current or future effect on our financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.F. Tabular Disclosure of Contractual Obligations.The following table summarizes our material known contractual obligations and commitments as of December 31, 2015 that we expect to require significant cash outlays in future periods:Payments Due by PeriodLess Than1-33-5More ThanTotal1 YearYearsYears5 YearsU.S. $ in thousands Operating lease obligations (1) $ 60,287 $12,928 $18,172 $12,968 $16,219Purchase obligations (including purchase orders)35,945 35,945---$ 96,232$ 48,873$ 18,172$ 12,968$ 16,219____________________(1) Includes lease obligations for facilities.64Table of ContentsThe total amount of unrecognized tax benefits for uncertain tax positions was $13.9 million as of December 31, 2015. Payment of these obligations would result from settlements withtaxing authorities. Due to the difficulty in determining the timing of resolution of audits, these obligations are not included in the above table.In addition, the Company has obligations in connection with acquisitions, mainly due to the Solid Concepts transaction. For further information refer to Note 2 to our consolidatedfinancial statements included in Item 18 of this annual report.ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.A. Directors and Senior Management.The following table lists the names and ages of our current directors, as well as the names, ages and positions of the current members of our senior management, as of the filing date of thisannual report:Name Age PositionElchanan Jaglom74Chairman of the Board of DirectorsS. Scott Crump62Chairman of the Executive Committee and Chief Innovation OfficerDavid Reis55Chief Executive Officer and DirectorEdward J. Fierko74DirectorIlan Levin50 DirectorJohn J. McEleney53DirectorClifford H. Schwieter 69DirectorZiva Patir65DirectorVictor Leventhal71External Director*Erez Simha53Chief Financial Officer and Chief Operating OfficerJoshua Claman54Chief Business OfficerTal Dilian54Executive V.P., Technology and ProductsAvi Jacoby54Executive V.P., Global Human Resources/TrainingDan Yalon44Executive V.P., Strategy, Business Development and Vertical Solutions*Under the Companies Law, we are required to have two external directors serving on our board of directors. Our board (based on the recommendation of the executive committee thereof)will be nominating a candidate for election as our second external director for a three-year term (to serve alongside Mr. Leventhal, who will also be subject to election) at the 2016 annualgeneral meeting of shareholders. We intend to publish notice and distribute related proxy materials for that shareholder meeting in the near future. The three-year term of Eyal Desheh, ourprior external director, expired on February 25, 2016, and he has decided not to continue in that position for an additional term.Elchanan Jaglom has served as Chairman of the Board of Directors since February 2015. From the Stratasys-Objet merger until February 2015, Mr. Jaglom served as the Chairman of theExecutive Committee of our company. Prior to the Stratasys-Objet merger, he served as Chairman of Object’s board of directors from 2001 until the Stratasys-Objet merger. Mr. Jaglom alsoserved as the Chairman of Diamond Capital Management Ltd., the investment manager of the Diamond Group of investment funds, until January 2, 2014. In parallel to his involvement withthese entities, Mr. Jaglom has been involved in investment management of funds, private equity and venture capital investment since the early 1980s, focusing primarily on early-stagetechnology companies. He is currently a member of the Board of Trustees of the Tel Aviv Museum of Art and the Ben Gurion University of the Negev. He holds a bachelor’s degree ineconomics and statistics from the Hebrew University in Jerusalem and an M.B.A. from New York University.S. Scott Crump has served as Chairman of the Executive Committee of the Board of Directors since February 2015 and as our Chief Innovation Officer since February 2013. Mr. Crumppreviously served as Chairman of the Board of Directors from the Stratasys-Objet merger until February 2015, as Chief Executive Officer, President, Treasurer and a director of Stratasys, Inc.from its inception in 1988 until the Stratasys-Objet merger, and as Chief Financial Officer of Stratasys from February 1990 to May 1997. Mr. Crump was, with Lisa H. Crump, his wife, a co-founder of Stratasys, Inc., and he is the inventor of our FDM technology. During the period from 1982 to 1988, Mr. Crump was a co-founder and Vice President of Sales of IDEA, Inc., whichlater changed its name to SI Technologies, Inc., a leading manufacturer of force, load and pressure transducers. Mr. Crump continued to be a director and shareholder of that company until itssale to Vishay Intertechnologies, Inc. (NYSE: VSH) in April 2005. Mr. Crump holds a B.S. in mechanical engineering from Washington State University.65Table of ContentsDavid Reis has served as our (and, prior to the Stratasys-Objet merger, as Objet’s) Chief Executive Officer since March 2009 and as a director since June 2013. He also served as adirector of Objet from 2003 until the closing of the Stratasys-Objet merger. Previously, he served as Chief Executive Officer and President of NUR Macroprinters Ltd. (NURMF.PK), a wideformat printer manufacturer that was acquired by HP, from February 2006 to March 2008. Prior to joining NUR, Mr. Reis served as the Chief Executive Officer and President of ImageID, anautomatic identification and data capture solution provider, and of Scitex Vision (NASDAQ & TASE: SCIX), a developer and manufacturer of wide-format printers. Mr. Reis holds a B.A. inEconomics and Management from the Technion - Israel Institute of Technology and an M.B.A. from the University of Denver.Edward J. Fierko, who has served as a director of our company since the Stratasys-Objet merger, also served in that capacity for Stratasys, Inc. from February 2002 until the merger. SinceMay 2003, Mr. Fierko has been President of EJF Associates, a consulting firm. From March 2003 to May 2003, Mr. Fierko was Vice President of GE Osmonics, Inc., a manufacturer ofreverse osmosis water filtration devices. From November 1999 through February 2003, he served as President and Chief Operating Officer of Osmonics, and from November 1998 toSeptember 1999 he served as Executive Vice President of Osmonics. From September 1987 to August 1998, Mr. Fierko was President and CEO of Ecowater International, a holding companywith operating companies in the water, waste and special process treatment industry. Prior to that, Mr. Fierko held several management positions over a 23-year career at General ElectricCompany (NYSE: GE). He holds a B.S. in Accounting from La Salle University.Ilan Levin has served as a director of our company since 2000. Mr. Levin was appointed as President and Vice Chairman of the Objet board in February 2011, in which position heremained until the Stratasys-Objet merger. He has been involved in venture capital and private equity investment activity since 1997, acting as a member of the board of directors and as anadvisor for a wide variety of technology-related companies, as well as a director for Vision Sigma Ltd. (TLV: VISN:IT). From 2003 through 2009, he served as Chief Executive Officer ofCellGuide Ltd. He holds a B.A.Sc. from the University of Toronto and an LL.B. from Tel Aviv University.John J. McEleney, who has served as a director of our company since the Stratasys-Objet merger, served as a director of Stratasys, Inc. from 2007 until the Stratasys-Objet merger. He isthe Chief Executive Officer of Onshape Inc. a venture backed start-up company focused on applying modern computing to the 3D product design market. Prior to Onshape he was the ChiefExecutive of Cloud Switch, which was acquired by Verizon. He served as a director of SolidWorks Corporation, a wholly owned subsidiary of Dassault Systemes S.A. (NASDAQ: DASTY),from June 2000 to May 2008, and also served as its Chief Executive Officer from 2001 until June 2007. Mr. McEleney joined SolidWorks in 1996, serving in several capacities, includingChief Operating Officer and Vice President, Americas Sales. Prior to joining SolidWorks, Mr. McEleney held several key management positions at CAD software pioneer Computervisionand at defense contractor Raytheon. Mr. McEleney also serves as a director of Newforma, a privately held software company. He holds a B.S. in Mechanical Engineering from the Universityof Rochester, an M.S. in Manufacturing Engineering from Boston University and an M.B.A. from Northeastern University.Clifford H. Schwieter has been a director of our company since the Stratasys-Objet merger, after having served in that same capacity for Stratasys, Inc. from 1994 until the merger. Since2009, Mr. Schwieter has been the President and a Managing Director of C.H. Schwieter and Associates, LLC, a management and financial consulting firm; he also served in that capacity from1994 to 2002. From 2002 to 2009, Mr. Schwieter was the President and Chief Executive Officer of Concise Logic, Inc., a software development company focused on semiconductor designtools. From July 1992 to March 1994, he served as President, Chief Executive Officer and a director of Centric Engineering Systems, Inc., which was engaged in the development ofmechanical design and analysis software for computing systems ranging from workstations to mainframes and massively parallel networked computing environments. Mr. Schwieter was VicePresident and General Manager of the Electronic Imaging Systems Division of the DuPont Company (NYSE: DD) from 1986 to 1991. From 1971 to 1986, Mr. Schwieter was with theGeneral Electric Company (NYSE: GE), where he served as Vice President of GE’s Calma Company from 1985 to 1986 and was responsible for that subsidiary’s worldwide business in themechanical design and factory automation arena. He was President and Representative Director of GE Industrial Automation, Ltd., a joint venture between GE and C. Itoh & Companylocated in Tokyo, from 1982 to 1985. He holds a B.S. in Industrial Management from the University of Cincinnati.Ziva Patir has served as our director since June 2013, when she was elected as an unclassified director pursuant to an amendment to our amended articles that was adopted in June 2013.Since February 2014, Ms. Patir serves on the board of directors of ELTA Systems Ltd., an Israeli provider of defense products and services. She also serves as a member of the board of Lahavat Tel-Aviv University, the leading provider of executive education in Israel, a position that she has held since 2003, and as member of the board of Kardan Vehicle Ltd., the Israeli licensee ofAvis. Ms. Patir served as the Vice President of Standards, Policy and Sustainability for Better Place, an infrastructure electrical vehicles company providing technology design and service forswitchable battery cars, a position that she held from 2008 until May 2013. From 2008 to 2010, she served as Chair of the Board of the Road Safety Authority (RSA) in Israel. From 1996 to2008, Ms. Patir held the position of Director General of the Standard Institution of Israel (SII). From 1985 to 1996, Ms. Patir served as the Director of the Quality and Certification Division ofSII and held various managerial positions in the Industry and Standardization Divisions from 1976 to 1985. From 2004 to 2008, Ms. Patir served as Vice President of the InternationalOrganization for Standardization (ISO), as well as chair of the Technical Management Board, leading overall management of ISO technical work. ISO is the world’s largest developer andpublisher of international standards. From 1998 to 2000, Ms. Patir was a member of the International Electrotechnical Commission Council Board. Ms. Patir is a Certified Quality Engineerand holds a B.Sc. in Chemistry from Tel-Aviv University and a M.Sc. in Chemistry/Polymer Science from the Weizmann Institute of Science.66Table of ContentsVictor Leventhal serves as an external director of our company. His appointment to that position was effective upon the closing of the Stratasys-Objet merger, on December 1, 2012, andwas ratified by our shareholders in February 2013. Mr. Leventhal has served as a consultant to SolidWorks Corporation, a 3D CAD software company, since 2006. From 2001 to 2006, he wasa Group Executive for Dassault Systemes S.A. (NASDAQ: DASTY), the parent company of SolidWorks, where he served on the Global Management Committee. From 1995 to 2001, Mr.Leventhal was the Chief Operating Officer of SolidWorks, where he was responsible for growing the business from its inception. From 1990 to 1995, Mr. Leventhal was the Chief ExecutiveOfficer of CAD Solutions, LLC, a leading reseller of 2D and 3D CAD products, which he helped grow from a $5 million company to a $32 million company. From 1985 to 1990, he heldnumerous executive positions, including serving as the Executive Vice President of Computerland, the largest computer retailer at the time, where he was responsible for franchisedevelopment, major account sales, marketing, training, purchasing and vendor relations. Prior to that time, he held various administrative, operations, marketing and financial positions at IBMfor 18 years. He has also served on the boards of directors of Solido, a 3D printing company, Graphisoft, an architectural software company, and 3D Express, a startup company in the rapidprototyping industry. Mr. Leventhal received a B.B.A. from the University of Texas.Erez Simha, who joined Objet in November 2011 as its Chief Operations Officer and Chief Financial Officer, has served as our Chief Financial Officer and as our Chief Operating Officer(Israel) (and, since January 2014, the Chief Operating Officer of our entire company) since the Stratasys-Objet merger. Previously, he served as Corporate Vice President and Chief FinancialOfficer of Orbotech Ltd. (NASDAQ GS: ORBK), a developer of automated optical inspection systems and imaging solutions, from July 2009 to March 2011, prior to which he had served inseveral other capacities at Orbotech and its affiliates, including as Corporate Vice President for Finance from September 2008 to June 2009, Vice President of Finance and Operations atOrbotech Pacific Ltd. from April 2007 to August 2008 and Vice President of Finance, Operations and Customer Support at Orbotech S.A. from May 2004 to March 2007. Prior to joiningOrbotech, Mr. Simha served as Chief Financial Officer of Wiseband Communications Ltd., a developer of digital multi carrier power amplifiers for the wireless communications industry,from 2000 to 2004; as the general manager of a private company engaged in the import and distribution of professional and technical equipment for the building and metal industries, from1994 to 2000; and as the controller of Mishkan—Hapoalim Mortgage Bank, from 1990 to 1994. Mr. Simha is a certified public accountant and holds a B.A. in economics and accounting andan M.B.A. from Tel Aviv University.Joshua Claman began serving as our Chief Business Officer in April 2015. Mr. Claman is responsible for overseeing Stratasys’ Global Sales, Channel, Marketing and Serviceorganizations. He formerly served as president of ReachLocal from July 2012 to May 2014 and as a long term executive of Dell from 2002 to 2012. He has extensive experience managinglarge global businesses, and has lived in Japan, Australia and the UK. Mr. Claman is a graduate of the University of Illinois with an MBA from the University of South Carolina, and an AMPfrom Oxford University, UK.Tal Dilian has served as the Executive Vice President of Global Products and Technology of our company since February 2014. He is responsible for the overall product lifecycle,including global R&D and product marketing. Mr. Dilian served as a board member for Objet from 2010 until the Stratasys-Objet merger in December 2012. Previously, Mr. Dilian served asa special advisor to the chairman of Punj Lloyd from 2010 to 2012, and as Chief Security Architect at AGT from 2008 to 2009. Beginning in 2005, Mr. Dilian founded several startupcompanies, including SolarEdge and Vidyo. In 2000, he cofounded and served as CEO of Atidim, a nonprofit institution dedicated to educating disadvantaged youth. Mr. Dilian participatedin the Interdisciplinary Program for Outstanding Students at Tel-Aviv University, where he earned BA, LLB and MBA degrees.Avi Jacoby (Jack) joined our company in November 2013 and has served as the Executive Vice President of Global Human Resources and Training of our company since February 2014.Mr. Jacoby plays a lead role in shaping global organizational culture and the continual development of HR processes and infrastructure. Before joining our company, he held three executivemanagement positions at Better Place, from January 2011 to April 2013. Mr. Jacoby holds a master’s degree in Diplomacy and Security from Tel Aviv University and a bachelor’s degree inArchitecture and Town Construction from the Technion- Israel Institute of Technology, where he was honored with the President’s Award of Distinction.Dan Yalon has served as the Executive Vice President of Strategy, Business Development and Vertical Solutions of our company (previously Objet) since June 2012. Mr. Yalon isresponsible for strategy planning, mergers and acquisitions, strategic alliances, and all corporate business development, as well as developing Stratasys’ long-term vision of dedicated verticalsolutions offering. Previously, Mr. Yalon was Chief Strategy Officer at NICE Systems from November 2007 to February 2012 and was head of Strategy and New Business Initiatives atAmdocs from May 2003 to October 2007. He also served on the board of directors of Alvarion Ltd. (formerly NASDAQ:ALVR) during 2012. Mr. Yalon is a graduate of Harvard BusinessSchool’s executive education Advanced Management Program and holds a dual bachelor’s degree in business and law from the Hebrew University in Jerusalem.67Table of ContentsArrangements for Election of Directors and Members of Management; Family RelationshipsSince the expiration of the initial two year term following the Stratasys-Objet merger on December 1, 2014 and the election of our board of directors at an extraordinary general meeting ofshareholders that was held on February 3, 2015, there are no longer any classifications or arrangements related to the election of our board of directors. Under the amendments to our articlesof association that were adopted at that February 2015 shareholders meeting, our board members are elected at each annual general meeting of shareholders for a one year term (other than ourexternal directors, who are elected every three years for a three year term, in accordance with the Companies Law). For additional information, please see “Election of Directors” in Item 10.B(“Memorandum and Articles of Association”) below. There are also no family relationships among any directors or members of our senior management.B. Compensation.The following table presents all compensation that we paid, or accrued, during the year ended December 31, 2015 to all persons who served as a director or as a member of seniormanagement of our company at any time during the year. The table does not include any amounts that we paid to reimburse any of these persons for costs incurred in providing us withservices during that period.Salaries, Fees, BonusesPension,Commissions, andRetirementRelated Benefits Paidand Other Similar or Accrued (1) Benefits AccruedAll directors and members of senior management as a group, consisting of 15 persons (2) $3,894,021 (3) $221,993____________________(1) Does not include the value attributable to stock option grants. For a discussion of stock option grants to our directors and members of senior management, see below. (2)Comprised of the 14 current directors and senior management members listed in the table under “Directors and Senior Management” in Item 6.A above, and including, in addition, EyalDesheh, who served as an external director during 2015 but whose term has subsequently expired. (3)This compensation amount for the year ended December 31, 2015 excludes an aggregate of $1.0 million of bonuses that were paid in 2015 in respect of services that had beenperformed during the previous year.Pursuant to the Companies Law, the fees payable to our directors and our chief executive officer require approval by (i) the compensation committee of our board, (ii) the board ofdirectors and (iii) our shareholders (in that order). Please see “Compensation Policy and Committee” in Item 6.C (“Board Practices”) below for further information regarding the requirementsunder the Companies Law in connection with the compensation of directors.68Table of ContentsDirector CompensationThe following table sets forth the directors’ fees, salary or other compensation (excluding value attributable to stock option grants and excluding reimbursement for reasonable expensesincurred in connection with services) that was paid in respect of the year ended December 31, 2015 to each of our directors who served during that year:Per Meeting FeeAnnual(In Person/Name of Director Fee/Salary (1) Telephonic)Elchanan Jaglom$ 420,000(2)S. Scott Crump$272,964(3)David Reis$394,441(4)Edward J. Fierko$68,750(5)$1,500/ $250Ilan Levin$317,108(6)John J. McEleney$69,250(7)$1,500/ $250Clifford H. Schweiter$58,500$1,500/ $250Ziva Patir$38,251(8)NIS3,750/ NIS2,250Victor Leventhal$42,658NIS3,750/ NIS2,250Eyal Desheh (9)$49,346NIS3,750/ NIS2,250____________________(1) The amounts reflected in the “Annual Fee/Salary” column for our directors include all per-meeting fees paid to the directors in respect of their participation in meetings of the Boardand committees on which the directors served in 2015 (which fees are identified in the right-hand column of the table). (2)Constitutes salary payable in respect of the consulting and director services provided by an entity affiliated with Mr. Jaglom. Does not include Israeli value added tax, or VAT, that isdue on the salary payable to Mr. Jaglom. (3)Constitutes the aggregate salary payable to Mr. Crump for all of the services that he provides to our company, including in respect of his roles as Chairman of the Executive Committeeand Chief Innovation Officer of our company. Our shareholders have also approved a bonus target of $178,740 for Mr. Crump. Mr. Crump declined his full bonus for the 2014 year(which would have been paid during 2015), as a one-time event, due to our financial results in 2015. (4)Constitutes the aggregate salary (excluding VAT) payable to Mr. Reis for all of the services that he provides to our company, including in respect of his role as Chief Executive Officer. (5)This amount includes a flat fee of $2,500 paid to Mr. Fierko in respect of his service on the Audit Committee of the Board. (6)These amounts exclude other benefits that are provided for by Israeli law or that are customary for senior executives in Israel, including the right to use (and all related fixed andvariable costs in respect of) a leased car that we provide to Mr. Levin. (7)This amount includes a flat fee of $2,500 paid to Mr. McEleney in respect of his service on the Executive Committee of the Board. (8)Does not include VAT that is due on the fees payable to Ms. Patir. (9)Mr. Desheh served as an external director of our company throughout the year ended December 31, 2015. His term has subsequently expired, on February 25, 2016, and he has decidednot to be nominated for re-election.69Table of ContentsDirector/Officer Equity CompensationDuring the year ended December 31, 2015, we granted stock options to purchase an aggregate of 174,615 of our ordinary shares to members of our senior management (and no options toour directors).Members of our senior management are eligible for bonuses each year. The bonuses are payable upon meeting objectives and targets that are set annually by our Chief Executive Officerand approved by our compensation committee and our board of directors, in that order. These same corporate bodies also set the bonus targets for our Chief Executive Officer. In accordancewith a December 2012 amendment to the Companies Law, we have adopted a compensate*on policy that governs the compensation of our directors and senior management and which hasbeen approved by (i) the compensation committee of our board, (ii) the board of directors and (iii) our shareholders (in that order). Please see “Compensation Policy and Committee” in Item6.C (“Board Practices”) below for further information.For a description of the terms of our stock option and share incentive plans, see “Share Ownership - Stock Option and Share Incentive Plans” in Item 6.E below.Office Holder CompensationThe table below outlines the compensation actually paid to our five most highly compensated senior office holders during or with respect to the year ended December 31, 2015, in thedisclosure format of Regulation 21 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970. We refer to the five individuals for whom disclosure is provided herein as our“Covered Executives.”For purposes of the table and the summary below, and in accordance with the above mentioned securities regulations, “compensation” includes base salary, bonuses, equity-basedcompensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.70Table of ContentsSummary Compensation TableInformation Regarding the Covered Executive (1)TotalCompensation,ExcludingName and Principal Base Variable Benefit and Equity-Based Equity-BasedTotalPosition (2)SalaryCompensation (3)Perquisites (4)OtherCompensationCompensation (5)CompensationBre Pettis, Former head of innovation workshop $150,192$2,396,477$—$—$2,546,669$ (51,151)$2,495,518 Erez Simha, CFO & COO$377,708$89,737$46,786$212,317$726,548$1,549,742$2,276,290 Dan Yalon, EVP Business Development and Vertical Solutions$198,090$71,149$49,593$ —$318,832$1,339,145$1,657,977 Scott Crump, Chief Innovation Officer$272,964$—$—$ —$272,964$1,167,939$1,440,903 Tal Dilian, EVP Global Product & Technology$ 287,532$ 71,150$ 28,469$ —$ 387,151$ 971,445$ 1,358,596____________________(1) All amounts reported in the table are in terms of cost to the Company, as recorded in our financial statements.(2)All current executive officers listed in the table are full-time employees or consultants of our company. Cash compensation amounts denominated in currencies other than the U.S.dollar were converted into U.S. dollars at the average conversion rate for 2015.(3)Amounts reported in this column refer to commission, incentive and bonus payments, which were paid with respect to 2015.(4)Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent applicable to theCovered Executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or car allowance, medical insurances and benefits, risk insurances(e.g., life, disability, accident), convalescence pay, payments for social security, tax gross-up payments and other benefits and perquisites consistent with our guidelines.(5)Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2015 with respect to equity-based compensation. Equity-based compensation is determined based on the awards' fair value on their grant date. Assumptions and key variables used in the calculation of such amounts are described in note 11 toour audited consolidated financial statements, which are included in Item 18 of this annual report.C. Board Practices.Board of DirectorsUnder the Companies Law, the management of our business is vested in our board of directors. Our board of directors may exercise all powers and may take all actions that are notspecifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our boardof directors. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we have entered into with him. Allother executive officers are also appointed by our board of directors, subject to the terms of any applicable employment agreements that we may enter into with them.71Table of ContentsUnder our amended articles, our board of directors must consist of at least seven and not more than 11 directors, including at least two external directors required to be elected under theCompanies Law. Following the expiration of the initial two year term following the Stratasys-Objet merger on December 1, 2014 and the adoption by our shareholders of amendments to ourarticles at the extraordinary general meeting of shareholders that was held in February 2015, each of our directors is elected annually, at our annual general meeting of shareholders (other thanour external directors, who are elected for three year terms every three years in accordance with the requirements of the Companies Law). The vote required for the election of each director(other than external directors) is a majority of the voting power represented at the meeting and voting on the election proposal. The current members of our board consist of the Chairman—Elchanan Jaglom, the Chairman of the Executive Committee—S. Scott Crump, Edward J. Fierko, Ilan Levin, John J. McEleney, Ziva Patir, David Reis, Clifford H. Schwieter and our externaldirector—Victor Leventhal. For more information, please see “Election of Directors” in Item 10.B (“Memorandum and Articles of Association”) below.Our board of directors may appoint directors to fill vacancies on the board, for a term of office equal to the remaining period of the term of office of the director(s) whose office(s) havebeen vacated. Following their initial three-year term, our external directors may be elected for up to two additional three-year terms under the circumstances described below and potentiallyfor additional incremental three-year terms if additional requirements are met. External directors may be removed from office only under the limited circumstances set forth in the CompaniesLaw. See “—External Directors” in this Item 6.C below.In accordance with the exemption available to foreign private issuers under the NASDAQ Listing Rules, we do not follow the requirements of the NASDAQ rules with regard to theprocess of nominating directors. Instead, we follow Israeli law and practice, in accordance with which our board of directors (based on the recommendation of the executive committeethereof) is authorized to recommend to our shareholders director nominees for election. Under the Companies Law and our amended articles, nominations for directors may also be made byany shareholder holding at least one percent (1%) of our outstanding voting power. However, any such shareholder may make such a nomination only if a written notice of such shareholder’sintent to make such nomination (together with certain documentation required under the Companies Law) has been delivered to our registered Israeli office within seven days after we publishnotice of our upcoming annual general meeting (or within 14 days after we publish a preliminary notification of an upcoming annual general meeting).In addition to its role in making director nominations, under the Companies Law, our board of directors must determine the minimum number of directors who are required to haveaccounting and financial expertise. Under applicable regulations, a director with accounting and financial expertise is a director who, by reason of his or her education, professional experienceand skill, has a high level of proficiency in and understanding of business accounting matters and financial statements. See “—External Directors” in this Item 6.C below. He or she must beable to thoroughly comprehend the financial statements of the company and initiate debate regarding the manner in which financial information is presented. In determining the number ofdirectors required to have such expertise, our board of directors must consider, among other things, the type and size of our company and the scope and complexity of its operations. Ourboard of directors has determined that our company requires one director with such expertise.External DirectorsUnder the Companies Law, the boards of directors of companies whose shares are publicly traded, including companies with shares listed on the NASDAQ Global Select Market, arerequired to include at least two members who qualify as external directors. Victor Leventhal serves as one of our external directors, and he has been nominated by our board of directors forelection for an additional term by our shareholders at our upcoming 2016 annual general meeting of shareholders. The term of Eyal Desheh, who served as an external director of ourcompany, expired on February 25, 2016, and he has decided not to be nominated for re-election at that upcoming shareholder meeting. We intend to nominate a second external director forelection at that upcoming shareholder meeting in the near future.The Companies Law provides that external directors must be elected by a majority vote of the shares present and voting at a shareholders meeting, provided that either:●the majority voted in favor of election includes a majority of the shares held by non-controlling shareholders who do not have a personal interest in the election of the external director(other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions, which we refer to as a disinterestedmajority; or ●the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the election of the director does not exceed twopercent (2%) of the aggregate voting rights in the company.The term “controlling shareholder” is defined in the Companies Law as a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of thecompany or its general manager.72Table of ContentsAfter an initial term of three years, external directors may be reelected to serve in that capacity for up to two additional three-year terms, provided that either (i) his or her service for eachsuch additional term is recommended by one or more shareholders holding at least one percent (1%) of the company’s voting rights and is approved at a shareholders meeting by adisinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rightsin the company; or (ii) his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the same disinterested majorityrequired for the initial election of an external director (as described above). The term of office for external directors for Israeli companies traded on certain foreign stock exchanges, includingthe NASDAQ Global Select Market, may be extended indefinitely in increments of additional three-year terms, in each case provided that the audit committee and the board of directors of thecompany confirm that, in light of the external director’s expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period(s)is beneficial to the company, and provided that the external director is reelected subject to the same shareholder vote requirements as if elected for the first time (as described above). Prior tothe approval of the reelection of the external director at a general shareholders’ meeting, the company’s shareholders must be informed of the term previously served by him or her and of thereasons why the board of directors and audit committee recommended the extension of his or her term.If an external directorship becomes vacant and there are fewer than two external directors on the board of directors at the time, then the board of directors is required under the CompaniesLaw to call a shareholders’ meeting immediately to appoint a replacement external director.Each committee of the board of directors that exercises the powers of the board of directors must include at least one external director, except that the audit committee and compensationcommittee must include all external directors then serving on the board of directors. Under the Companies Law, external directors of a company are prohibited from receiving, directly orindirectly, any compensation from the company other than for their services as external directors pursuant to applicable regulations. Compensation of an external director is determined priorto his or her appointment and may not be changed during his or her term subject to certain exceptions.The Companies Law provides that a person is not qualified to serve as an external director if (i) the person is a relative of the controlling shareholder of the company, or (ii) if that personor his or her relative, partner, employer, another person to whom he or she was directly or indirectly subject, or any entity under the person’s control, has or had, during the two yearspreceding the date of appointment as an external director: (a) any affiliation or other prohibited relationship with the company or, with any person or entity controlling the company of arelative of such person, with any entity controlled by or under common control with the company; or (b) in the case of a company with no controlling shareholder, any affiliation or otherprohibited relationship with a person serving as chairman of the board, chief executive officer, a substantial shareholder or the most senior office holder in the company’s finance department.The term “relative” is defined as a spouse, sibling, parent, grandparent or descendant; spouse’s sibling, parent or descendant; and the spouse of each of the foregoing persons. The termaffiliation and the similar types of prohibited relationships include (subject to certain exemptions):●an employment relationship; ●a business or professional relationship even if not maintained on a regular basis (excluding insignificant relationships); ●control; and ●service as an office holder, excluding service as a director in a private company prior to the first offering of its shares to the public if such director was appointed as a director of theprivate company in order to serve as an external director following the public offering.The term “office holder” is defined under the Companies Law as a director, general manager, chief business manager, deputy general manager, vice general manager, other managerdirectly subordinate to the general manager or any other person assuming the responsibilities of any of these positions, regardless of that person’s title.In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’sresponsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israelistock exchange. A person may furthermore not continue to serve as an external director if he or she received direct or indirect compensation from the company for his or her role as a director.This prohibition does not apply to compensation paid or given in accordance with Companies Law regulations or amounts paid pursuant to indemnification and/or exculpation contracts orcommitments and insurance coverage.73Table of ContentsFollowing the termination of an external director’s service on a board of directors, such former external director and his or her spouse and children may not be provided a direct or indirectbenefit by the company, its controlling shareholder or any entity under its controlling shareholder’s control. This includes engagement as an executive officer or director of the company or acompany controlled by its controlling shareholder or employment by, or provision of services to, any such company for consideration, either directly or indirectly, including through acorporation controlled by the former external director. This restriction extends for a period of two years with regard to the former external director and his or her spouse or child and for oneyear with respect to other relatives of the former external director.If at the time at which an external director is appointed all members of the board of directors not otherwise affiliated with the company are of the same gender, the external director mustbe of the other gender. A director of one company may not be appointed as an external director of another company if a director of the other company is acting as an external director of thefirst company at such time.According to regulations promulgated under the Companies Law, a person may be appointed as an external director only if he or she has professional qualifications or if he or she hasaccounting and financial expertise (each, as defined below). In addition, at least one of the external directors must be determined by our board of directors to have accounting and financialexpertise. However, if at least one of our other directors (i) meets the independence requirements under the Exchange Act, (ii) meets the standards of the NASDAQ Listing Rules formembership on the audit committee and (iii) has accounting and financial expertise as defined under Israeli law, then neither of our external directors is required to possess accounting andfinancial expertise as long as both possess other requisite professional qualifications.A director with accounting and financial expertise is a director who, due to his or her education, experience and skills, possesses an expertise in, and an understanding of, financial andaccounting matters and financial statements, in such a manner which allows him or her to understand the financial statements of the company and initiate a discussion about the presentation offinancial data. A director is deemed to have professional qualifications if he or she has any of (i) an academic degree in economics, business management, accounting, law or public service,(ii) an academic or other degree or has completed other higher education, all in the field of business of the company or relevant for his/her position, or (iii) at least five years of experience aseither a senior managing officer in the company’s line of business with a significant volume of business, a public office or a senior position in the company’s main line of business.Our board of directors has determined that Victor Leventhal possesses professional qualifications as required under the Companies Law. Our board has furthermore determined thatEdward Fierko meets the independence requirements under the Exchange Act, meets the standards of the NASDAQ Listing Rules for membership on the audit committee and has accountingand financial expertise, as defined under Israeli law. Therefore, pursuant to the above-described Companies Law regulations, neither of our external directors is required to possess accountingand financial expertise.Board CommitteesAudit CommitteeUnder the Companies Law, the board of directors of a public company must appoint an audit committee. The audit committee must consist of at least three directors, including all of theexternal directors, one of whom must serve as chairman of the committee. The audit committee may not include the chairman of the board, or any director employed by or otherwise providingservices to the company or to a controlling shareholder or any entity controlled by a controlling shareholder.Under the Companies Law, the audit committee of a publicly traded company must consist of a majority of unaffiliated directors. An “unaffiliated director” is defined as either an externaldirector or as a director who meets the following criteria:●he or she meets the qualifications for being appointed as an external director, except for (i) the requirement that the director be an Israeli resident (which does not apply to companiessuch as ours whose securities have been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and financial expertise or professionalqualifications; and ●he or she has not served as a director of the company for a period exceeding nine consecutive years. For this purpose, a break of less than two years in the service shall not be deemedto interrupt the continuation of the service.The members of our audit committee consist of Victor Leventhal (who will be nominated for an additional term as an external director), and Edward J. Fierko, and, will also include(assuming his election) the nominee to serve as our second external director at our upcoming annual general meeting of shareholders. Our board of directors has determined that each ofMessrs. Leventhal and Fierko meets the independence requirements set forth in the Listing Rules of the NASDAQ Stock Market and in Rule 10A-3 under the Exchange Act, as well as theindependence criteria under the Companies Law.74Table of ContentsOur board of directors has determined that Mr. Fierko qualifies as an audit committee financial expert, as defined under Item 16A of the SEC’s Form 20-F, and has the requisite financialsophistication set forth in the NASDAQ rules and regulations.Our board of directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with the rules of the SEC and the Listing Rules of theNASDAQ Stock Market, as well as the requirements for such committee under the Companies Law, including the following:●oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered publicaccounting firm to the board of directors in accordance with Israeli law; ●recommending the engagement or termination of the person filling the office of our internal auditor; and ●recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors.Our audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internalcontrol and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems ofinternal control over financial reporting. Our audit committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself thatthe accountants are independent of management.Under the Companies Law, our audit committee is responsible for (i) determining whether there are deficiencies in the business management practices of our company, including inconsultation with our internal auditor or the independent auditor, and making recommendations to the board of directors to improve such practices, (ii) determining whether to approve certainrelated party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary) (see “—Approval of related party transactionsunder Israeli Law” below in this Item 6.C), (iii) determining standards and policies for determining whether a transaction with a controlling shareholder or a transaction in which a controllingshareholder has a personal interest is deemed insignificant or not and the approval requirements (including, potentially, the approval of the audit committee) for transactions that are notinsignificant including the types of transactions that are not insignificant, (iv) where the board of directors approves the working plan of the internal auditor, to examine such working planbefore its submission to the board and propose amendments thereto, (v) examining our internal controls and internal auditor’s performance, including whether the internal auditor hassufficient resources and tools to dispose of its responsibilities, (vi) examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to ourboard of directors or shareholders, depending on which of them is considering the appointment of our auditor and (vii) establishing procedures for the handling of employees’ complaints as tothe management of our business and the protection to be provided to such employees. Our audit committee may not approve an action or a related party transaction, or take any other actionrequired under the Companies Law, unless at the time of approval a majority of the committee’s members are present, which majority consists of unaffiliated directors including at least oneexternal director.Executive CommitteeUpon the closing of the Stratasys-Objet merger, our board of directors appointed an executive committee. The roles of this committee are (i) to oversee the implementation of the businessstrategy of our company, subject to board approval for matters outside of the ordinary course of business (as is required under the Companies Law), and (ii) to exercise such other duties as theboard may resolve from time to time. The members of the executive committee consist of Messrs. S. Scott Crump, who serves as chairman of the executive committee, Elchanan Jaglom, JohnMcEleney and Ilan Levin. Mr. David Reis, by virtue of his role as our Chief Executive Officer, serves in an observer capacity on the committee.Compensation Policy and CommitteeUnder a December 2012 amendment to the Companies Law, we have appointed a compensation committee and established a policy regarding the terms of engagement of office holders,or a compensation policy. Such compensation policy was set by our board, after considering the recommendations of our newly-appointed compensation committee, and was approved by ourshareholders in September 2013.75Table of ContentsThe compensation policy serves as the basis for decisions concerning the financial terms of employment or engagement of our office holders, including exculpation, insurance,indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy also relates to certain factors, including advancementof our objectives, our business and our long-term strategy, and creation of appropriate incentives for executives. It also considers, among other things, our risk management, size and thenature of our operations. The compensation policy furthermore considers the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive; ●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her; ●the relationship between the terms offered and the average compensation of the other employees of our company, including those (if any) employed through manpower companies; ●the impact of disparities in salary upon work relationships in our company; ●the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variablecompensation; and ●as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, our company’s performance duringthat period of service, the person’s contribution towards our company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person isleaving our company.The compensation policy also includes the following principles:●the link between variable compensation and long-term performance and measurable criteria; ●the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation; ●the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation wasbased was inaccurate and was required to be restated in our financial statements; and ●the minimum holding or vesting period for variable, equity-based compensation.The compensation policy must also consider appropriate incentives from a long-term perspective and maximum limits for severance compensation.Under the December 2012 amendment to the Companies Law, our compensation committee is responsible for recommending the compensation policy to our board of directors for itsapproval (and subsequent approval by our shareholders) and is charged with duties related to the compensation policy and to the compensation of our office holders as well as functionsrelated to approval of the terms of engagement of office holders, including:●recommending whether our compensation policy should continue in effect, if the then-current policy has a term of greater than three (3) years (approval of the continuation of anexisting compensation policy for a company such as ours must in any case occur every three years); ●recommending to our board periodic updates to the compensation policy; ●assessing implementation of the compensation policy; and ●determining whether the compensation terms of the chief executive officer of our company need not be brought to approval of the shareholders (under special circumstances).The compensation committee must consist of at least three (3) members, including all of our external directors. Each remaining compensation committee member must be a director whosecompensation does not exceed an amount that may be paid to an external director. The compensation committee is subject to the same Companies Law restrictions as the audit committee as to(a) committee membership and (b) who may not be present during committee deliberations (as described under “—Approval of Related Party Transactions Under Israeli Law—FiduciaryDuties of Directors and Executive Officers—Disclosure of Personal Interests of an Office Holder” below). 76Table of ContentsThe NASDAQ Listing Rules also require that the compensation of the chief executive officer and all other executive officers of our company be determined, or be recommended to theboard for determination, either by a majority of the independent directors, or by a compensation committee consisting solely of independent directors. We have opted to follow home country(that is, Israeli) practice (in keeping with the Companies Law requirements described above) for our compensation committee in lieu of these NASDAQ requirements, given that the two setsof requirements are not identical. See Item 16.G of this annual report (“Corporate Governance”) below.We appointed our compensation committee in mid-2013. The committee currently consists of Victor Leventhal and Ziva Patir, and, will also include our second external director upon(and assuming) his election as an external director at our upcoming annual general shareholder meeting. Once the full three member committee is duly constituted, it will appoint a chairmanof the committee. After the compensation committee recommended approval of our compensation policy, our board of directors approved the policy in August 2013 and our shareholdersapproved it on September 12, 2013.Nominating committeeOur board of directors does not currently have a nominating committee, as director nominations are made in accordance with the terms of our articles, as described in “—Board ofDirectors” above. We rely upon the exemption available to foreign private issuers under the Listing Rules of the NASDAQ Stock Market from the NASDAQ listing requirements related toindependent director oversight of nominations to our board of directors and the adoption of a formal written charter or board resolution addressing the nominations process. Also see Item16.G “Corporate Governance” below.Internal AuditorUnder the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor recommended by the audit committee and nominated by the board ofdirectors. An internal auditor may not be:●a person (or a relative of a person) who holds more than 5% of the company’s outstanding shares or voting rights; ●a person (or a relative of a person) who has the power to appoint a director or the general manager of the company; ●an office holder (including a director) of the company (or a relative thereof); or ●a member of the company’s independent accounting firm, or anyone on his or her behalf.The role of the internal auditor is to examine, among other things, our compliance with applicable law and orderly business procedures. Moshe Cohen of Chaikin Cohen Rubin & Co. hasserved as our internal auditor since his appointment effective upon the Stratasys-Objet merger.Approval of Related Party Transactions Under Israeli LawFiduciary Duties of Directors and Executive OfficersThe Companies Law codifies the fiduciary duties that office holders owe to a company. Each person listed in the table under Item 6.A “Directors and Senior Management” is an officeholder under the Companies Law.An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of care with which a reasonable officeholder in the same position would have acted under the same circumstances. The duty of loyalty requires that an office holder act in good faith and in the best interests of the company. Theduty of care includes a duty to use reasonable means to obtain:●information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and ●all other important information pertaining to these actions.The duty of loyalty requires an office holder to act in good faith and for the benefit of the company, and includes a duty to:●refrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal affairs; ●refrain from any activity that is competitive with the company; ●refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and ●disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.77Table of ContentsDisclosure of Personal Interests of an Office HolderThe Companies Law requires that an office holder promptly disclose to the board of directors any personal interest that he or she may have and all related material information known tohim or her and any documents concerning any existing or proposed transaction with the company. An interested office holder’s disclosure must be made promptly and in any event no laterthan the first meeting of the board of directors at which the transaction is considered. A “personal interest” includes an interest of any person in an act or transaction of a company, including apersonal interest of one’s relative or of a corporate body in which such person or a relative of such person is a 5% or greater shareholder, director or general manager or in which he or she hasthe right to appoint at least one director or the general manager, but excluding a personal interest stemming from one’s ownership of shares in the company. A personal interest furthermoreincludes the personal interest of a person for whom the office holder holds a voting proxy or the interest of the office holder with respect to his or her vote on behalf of the shareholder forwhom he or she holds a proxy even if such shareholder itself has no personal interest in the approval of the matter. An office holder is not, however, obliged to disclose a personal interest if itderives solely from the personal interest of his or her relative in a transaction that is not considered an extraordinary transaction. Under the Companies Law, an “extraordinary transaction” isdefined as any of the following:●a transaction other than in the ordinary course of business; ●a transaction that is not on market terms; or ●a transaction that may have a material impact on a company’s profitability, assets or liabilities.If it is determined that an office holder has a personal interest in a transaction, approval by the board of directors is required for the transaction, unless the company’s articles ofassociation provide for a different method of approval. Further, so long as an office holder has disclosed his or her personal interest in a transaction, the board of directors may approve anaction by the office holder that would otherwise be deemed a breach of duty of loyalty. However, a company may not approve a transaction or action that is adverse to the company’s interestor that is not performed by the office holder in good faith. Approval first by the company’s audit committee and subsequently by the board of directors is required for an extraordinarytransaction with an office holder. Compensation of, or an undertaking to indemnify or insure, an office holder, requires approval by the compensation committee, the board of directors and, incertain cases (for directors, the chief executive officer, and any executive officer whose compensation terms do not conform to the then-existing compensation policy) the shareholders, in thatorder. Compensation of an individual office holder, including the chief executive officer (but excluding a director), that does not conform to the company’s compensation policy may beadopted under special circumstances despite failure to obtain shareholder approval if,following the relevant shareholder vote, the compensation committee followed by the board once againapproves the compensation, based on renewed and specific analysis of relevant factors.Generally, a person who has a personal interest in a matter which is considered at a meeting of the board of directors, the audit committee or compensation committee may not be presentat such a meeting or vote on that matter unless a majority of the board, audit committee or compensation committee (as appropriate) has a personal interest in the matter, or unless thechairman of the board, audit committee or compensation committee (as appropriate) determines that he or she should be present in order to present the transaction that is subject to approval. Ifa majority of the members of the board, audit committee or compensation committee has a personal interest in the approval of a transaction, then all directors may participate in discussions ofthe board of directors, audit committee or compensation committee on such transaction and the voting on approval thereof, but shareholder approval is also required for such transaction.Disclosure of Personal Interests of Controlling ShareholdersPursuant to Israeli law, the disclosure requirements regarding personal interests that apply to directors and executive officers also apply to a controlling shareholder of a public company.In the context of a transaction involving a shareholder of the company, a controlling shareholder also includes any shareholder who holds 25% or more of the voting rights if no othershareholder holds more than 50% of the voting rights. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be a single shareholder andmay be deemed a controlling shareholder for the purpose of approving such transaction. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has apersonal interest, or a transaction with a controlling shareholder or his or her relative, directly or indirectly, require the approval of the audit committee, the board of directors and theshareholders of the company, in that order. In addition, the shareholder approval must fulfill one of the following requirements:●a disinterested majority; or ●the votes of shareholders who have no personal interest in the transaction and who are present and voting, in person, by proxy or by voting deed at the meeting, and who vote againstthe transaction may not represent more than two percent (2%) of the voting rights of the company.78Table of ContentsTo the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every three years, unless the audit committeedetermines that the duration of the transaction is reasonable given the circumstances related thereto.The engagement of a controlling shareholder as an office holder or employee requires the same approvals as are described immediately above, except that the approval of thecompensation committee, rather than the audit committee, is required.Shareholder DutiesPursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or herpower in the company, including, among other things, in voting at the general meeting of shareholders and at class shareholder meetings with respect to the following matters:●an amendment to the company’s articles of association; ●an increase of the company’s authorized share capital; ●a merger; or ●the approval of interested party transactions and acts of office holders that require shareholder approval.In addition, a shareholder also has a general duty to refrain from discriminating against other shareholders.In addition, certain shareholders have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder who knows that it has the power todetermine the outcome of a shareholder vote or a shareholder class vote and any shareholder who has the power to appoint or to prevent the appointment of an office holder of the company orother power towards the company. The Companies Law does not define the substance of this duty of fairness, except to state that the remedies generally available upon a breach of contractwill also apply in the event of a breach of the duty to act with fairness.Exculpation, Insurance and Indemnification of Directors and OfficersUnder the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advancefrom liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is inserted inits articles of association. Our amended articles include such a provision. The company may not exculpate in advance a director from liability arising out of a prohibited dividend ordistribution to shareholders.Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as an office holder,either in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:●financial liability incurred by or imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, ifan undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the boardof directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board ofdirectors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; ●reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authorityauthorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) nofinancial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, itwas imposed with respect to an offense that does not require proof of criminal intent; and ●reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf,or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof ofcriminal intent.79Table of ContentsUnder the Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extentprovided in the company’s articles of association:●a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; ●a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and ●a financial liability imposed on the office holder in favor of a third party.Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:●a breach of fiduciary duty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had areasonable basis to believe that the act would not prejudice the company; ●a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; ●an act or omission committed with intent to derive illegal personal benefit; or ●a fine or forfeit levied against the office holder.Under the Companies Law, exculpation, indemnification and insurance of office holders must be approved by our compensation committee and our board of directors and, with respect todirectors or controlling shareholders, their relatives and third parties in which such controlling shareholders have a personal interest, also by the shareholders. See “—Approval of RelatedParty Transactions Under Israeli Law—Fiduciary Duties of Directors and Executive Officers” above in this Item 6.C.Our amended articles permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law.We have obtained directors and officers liability insurance for the benefit of our office holders and intend to continue to maintain such coverage and pay all premiums thereunder to thefullest extent permitted by the Companies Law. In addition, we have entered into agreements with each of our office holders undertaking to indemnify them to the fullest extent permitted byIsraeli law. Furthermore, until the sixth anniversary of the effective time of the Stratasys-Objet merger, we are covering the directors and officers of Stratasys, Inc. and its subsidiaries withrespect to acts or omissions occurring prior to the effective time of the merger. The limits, terms and conditions of this coverage are at least as favorable as the limits, terms and conditions inthe policy that Stratasys, Inc. maintained up to the effective time of the Stratasys-Objet merger.Directors’ Service ContractsFor a description of service contracts that we have entered into with our directors that provide for benefits upon termination of employment or other service, please see Item 7.B, “RelatedParty Transactions— Employment and Consulting Agreements with Directors and Executive Officers” below.D. EmployeesThe number of our full-time equivalent employees, and the distribution of employees (i) geographically and (ii) within the divisions of our company, in each case as of December 31,2015, 2014 and 2013 are set forth in the two tables below.80Table of ContentsNumber of full-time equivalent employeesby region as of December 31,Region 2015 2014 2013North America1,7882,0641,155Israel 493506 413Europe20912894Asia Pacific219 196145Latin America121212Total2,7212,9061,819 Number of full-time equivalent employeesby function as of December 31,Division201520142013Operations and support9291,178541Research and development543517267Customer service288199216Sales and marketing558600515General and administrative403412280Total2,7212,9061,819During the years covered by the above tables, we did not employ a significant number of temporary employees.The moderate decrease in the size of our workforce in 2015 was due to our implementation of operational efficiencies, which included elimination of excess employees in certain divisionsof our company. The large increase in the size of our workforce in 2014 was primarily due to our acquisition of Solid Concepts, Harvest Technologies, GrabCAD, and other companies.While none of our employees is party to a collective bargaining agreement, certain provisions of the collective bargaining agreements between the Histadrut (General Federation of Laborin Israel) and the Coordination Bureau of Economic Organizations (including the Industrialists’ Associations) are applicable to our employees in Israel by order of the Israel Ministry ofLabor. These provisions primarily concern the length of the workday, minimum daily wages for professional workers, pension fund benefits for all employees, insurance for work-relatedaccidents, procedures for dismissing employees, determination of severance pay and other conditions of employment. We generally provide our employees with benefits and workingconditions beyond the required minimums.We have never experienced any employment-related work stoppages. We believe that our relationship with our employees is good.The employees of our subsidiaries are subject to local labor laws and regulations that vary from country to country.E. Share Ownership.The following table lists, as of February 15, 2016, the number of our ordinary shares owned, and stock options held, by each of our directors and members of our senior management whoserved as such during the year ended December 31, 2015 :81Table of ContentsShares of Stratasys (1) Stratasys stock options (3)Percent ofNumber held (4)Number ofoutstandingExercisesharessharesNotpricebeneficiallybeneficiallyExercisableexercisableperExpirationName owned (2) owned (2) within 60 days within 60 days share dateElchanan Jaglom Chairman of the BoardSee table inItem 7. A“MajorShareholders”below. S. Scott Crump 360,873(5)* 18,000—$25.50 August 29, 2017Chairman of the Executive Committee 10,8007,200$46.87June 18, 201868,74931,251$82.15June 21, 2023 David Reis 237,498*172,436—$6.52December 31, 2017Chief Executive Officer and Director Edward J. Fierko92,925(6)*18,000—$25.50August 29, 2017Director 10,800 7,200$46.87 June 18, 2018 15,1256,875$82.15June 21, 20238,25013,750$103.30August 8, 2020 Ilan Levin144,344*100,062—$7.82December 31, 2017Director24,782—$2.21December 31, 2017 John J. McEleney26,975*3,6007,200$46.87June 18, 2018Director15,1256,875$82.15June 21, 20238,25013,750$103.30August 8, 2020 Clifford H. Schwieter31,437*7,2007,200$46.87June 18, 2018Director15,1256,875$82.15June 21, 20238,25013,750$103.30August 8, 2020 Ziva Patir20,338(7)*20,3389,244$82.15June 21, 2023Director Eyal Desheh16,180*16,1801,079$7.82December 1, 2022Director (8) Victor Leventhal15,957*12,9576,222$74.95December 1, 2022Director Erez Simha******Chief Financial Officer (9) Joshua Claman******Chief Business Officer (9) Tal Dilian******Executive V.P., Technology and Products (9) Avi Jacoby******Executive VP Global Human Resources/ Training (9) Dan Yalon******EVP Strategy, Marketing & BD (9)82Table of Contents____________________* Constitutes less than 1% of our outstanding shares. (1)All of our shares (including shares held by directors and members of senior management) have identical voting rights. (2)In accordance with Rule 13d-3 under the Exchange Act, the number of shares and the percentages shown for individual persons or groups include any ordinary shares underlying stockoptions held by such person or group that were exercisable within 60 days of February 1, 2015 and that are also reflected in the column titled “Stratasys stock options — Number held— Exercisable within 60 days.” Further in keeping with such Rule 13d-3, the computation of percentage ownership is based upon 52,102,594 ordinary shares outstanding at February15, 2016, plus such number of ordinary shares as such person (but not any other person or group) had the right to receive upon the exercise of stock options within 60 days thereof. (3)For a description of Stratasys’ stock option plans, please see “Stock Option and Share Incentive Plans” in this Item below. All options granted under such plans have been grantedwithout payment of any cash consideration therefor by the grantees thereof. (4)Each stock option is exercisable for one ordinary share. (5)Includes 196,294 ordinary shares owned of record by Mr. Crump’s wife. (6)Includes 40,750 ordinary shares held jointly by Mr. Fierko and his wife. (7)Includes 255 ordinary shares held by Ms. Patir’s husband. (8)Mr. Desheh served as an external director of our company throughout the year ended December 31, 2015. His term has subsequently expired, on February 25, 2016, and he has electednot to be nominated for re-election. (9)Because each of Messrs. Simha, Claman, Dilian, Jacoby and Yalon beneficially owns less than 1% of our outstanding ordinary shares and his beneficial ownership has not previouslybeen disclosed to our shareholders or otherwise made public, it is being omitted from this annual report pursuant to an allowance provided by the SEC’s Form 20-F.Stock Option and Share Incentive PlansThe following sets forth certain information with respect to our current stock option and share incentive plans. The following description is only a summary of the plans and is qualified inits entirety by reference to the full text of the plans, which are exhibits to this annual report.Upon the expiration of our stock option and share incentive plans, no further grants may be made thereunder, although any existing awards will continue in full force in accordance withthe terms under which they were granted.Amended and Restated 2004 Omnibus Stock Option and Restricted Stock Incentive PlanOur Amended and Restated 2004 Omnibus Stock Option and Restricted Stock Incentive Plan, or the 2004 Plan, which was adopted by our board of directors on August 15, 2004 andamended and restated by the board of directors on July 9, 2007 and again on May 30, 2011, provides for the grant of options, restricted shares or other share-based awards to our and oursubsidiaries’ respective directors, employees, officers, office holders, subcontractors and consultants. Awards under the 2004 Plan may be granted until August 15, 2014, ten years from thedate on which the 2004 Plan was originally adopted by the board of directors.83Table of ContentsOur 2004 Plan is administered by our board of directors, which shall determine, subject to Israeli law, the grantees of awards and various terms of the grant. The 2004 Plan provides forgranting options in compliance with Section 102 of the Income Tax Ordinance, 1961, to which we refer as the Tax Ordinance.Options granted under the 2004 Plan to Israeli employees have been granted under the capital gains track of Section 102 of the Tax Ordinance. In order to comply with the terms of thecapital gains track, all options that have been granted under the 2004 Plan (grants were not made until the 2006 fiscal year) pursuant and subject to the provisions of Section 102 of the TaxOrdinance, as well as the shares issued upon exercise of these options and other shares received subsequently following any realization of rights with respect to such options, such as a resultof a share dividend or share split, are granted to a trustee for the benefit of the relevant employee, director or officer and are held by the trustee for at least two years after the date of grant.Unless otherwise provided by our board of directors, options granted under the 2004 Plan vest over a four-year period that commences on the date of grant such that 25% vest after oneyear and an additional 6.25% vest at the end of each subsequent three-month period over the following 36 months. Unless a shorter term is set by our board with respect to a specific award,options, other than certain incentive share options, expire 10 years from the grant date. Incentive share options granted to a person holding more than 10% of our voting power expire withinfive years from the date of the grant. All options that have been granted to date under the 2004 Plan expire on December 31, 2017.If we terminate a grantee’s employment or service for cause, all of the grantee’s vested and unvested options expire on the date of termination. If a grantee’s employment or serviceterminates due to death, disability, or retirement, the grantee’s vested options may be exercised by him or her, or by his or her estate (as the case may be), for one year, following the death ordisability, or three months following retirement. If a grantee’s service or other relationship to our company terminates for any other reason, the grantee may exercise his or her vested optionsuntil the 90th day after the date of such termination (or such different period as our board shall prescribe). In addition to the shares reserved under the 2004 Plan, any options granted under the2004 Plan that are terminated or forfeited for any reason without having been exercised, return to the pool under the plan and enlarge the reserved shares under the plan. Shares subject tooptions granted under the 2004 Plan that terminate or are forfeited for any reason without having been exercised will be added to the pool of shares available for awards under our 2012Omnibus Equity Incentive Plan, or the 2012 Plan, and enlarge the reserved shares thereunder.In the event of a merger or consolidation of our company, or sale of all or substantially all of our shares or assets, then without the consent of the option holder, the board may but is notrequired to (i) use its best efforts to cause that any outstanding award shall be assumed or an equivalent award shall be substituted by such successor corporation or (ii) in case the successorcorporation refuses to assume or substitute the award (a) provide the grantee with the option to exercise the award as to all or part of the shares or (b) cancel the option against payment to thegrantee in an amount equal to the fair market value of such shares as reflected under the terms of such merger or sale minus the exercise price per share for each such share. Notwithstandingthe foregoing, the board may upon such event amend or terminate the terms of any award, including conferring the right to purchase any other security or asset that the board shall deem, ingood faith, as appropriate.We will not be making any further awards under the 2004 Plan, as the 2012 Plan has taken its place for future awards. A total of 626,940 ordinary shares are issuable upon exercise ofoutstanding options that are vested and currently exercisable under the 2004 Plan.2012 Omnibus Equity Incentive PlanOur 2012 Omnibus Equity Incentive Plan, which became effective at the effective time of the Stratasys-Objet merger, provides for the grant of options, restricted shares, restricted shareunits and other share-based awards to our and our subsidiaries’ respective directors, employees, officers, consultants, and advisors and to any other person whose services are consideredvaluable to our company or any of our affiliates. Following the approval of the 2012 Plan by the Israeli tax authorities, we will only grant options or other equity incentive awards under the2012 Plan, although previously-granted options and awards will continue to be governed by the 2004 Plan. Under the 2012 Plan, there were 2,500,000 ordinary shares originally reserved forissuance, none of which was granted prior to the effectiveness of the merger. Upon the adoption of an amendment to the 2012 Plan at our extraordinary general meeting of shareholders inFebruary 2013, the reserved pool under the plan consisted of 4,000,000 shares, which was to be automatically increased annually on January 1 (beginning on January 1, 2014) by a number ofordinary shares equal to the lower of (i) 500,000 shares, subject to adjustment due to certain changes as provided under the 2012 Plan, and (ii) a number of shares determined by our board ofdirectors, if so determined prior to the January 1 on which the increase will occur. Pursuant to that provision, on each of January 1, 2014, January 1, 2015 and January 1, 2016, the pool ofshares under the 2012 Plan was automatically increased by 500,000 shares, to 4,500,000 shares, 5,000,000 and 5,500,000 shares total, respectively.The 2012 Plan is administered by our board of directors or by a committee designated by the board, which determines, subject to Israeli law, the grantees of awards and the terms of thegrant, including, exercise prices, vesting schedules, acceleration of vesting and the other matters necessary in the administration of the 2012 Plan. The 2012 Plan enables our company to issueawards under various tax regimes including, without limitation, pursuant to Sections 102 and 3(9) of the Tax Ordinance and Section 422 of U.S. Internal Revenue Code of 1986, to which werefer as the Code.84Table of ContentsSection 102 of the Tax Ordinance allows employees, directors and officers who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment forcompensation in the form of shares or options. Our Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance,which does not provide for similar tax benefits. Section 102 of the Tax Ordinance includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for thebenefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee. Section 102(b)(2) of the Tax Ordinance, the most favorable taxtreatment for grantees, permits the issuance to a trustee under the “capital gains track.” However, under this track we will not be allowed to deduct an expense with respect to the issuance ofthe options or shares. Options granted under the 2012 Plan to U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price for“incentive stock options” must not be less than the fair market value on the date on which an option is granted, or 110% of the fair market value if the option holder holds more than 10% ofour share capital.Under the 2012 Plan, we are expected to grant options to our employees, directors and officers who are not controlling shareholders and are considered Israeli residents, under the capitalgains track. In order to comply with the terms of the capital gains track, all options granted under the 2012 Plan pursuant and subject to the provisions of Section 102 of the Tax Ordinance, aswell as the ordinary shares to be issued upon exercise of these options and other shares received subsequently following any realization of rights with respect to such options, such as sharedividends and share splits, must be granted to a trustee for the benefit of the relevant employee, director or officer and should be held by the trustee for at least two years after the date of thegrant.Awards under the 2012 Plan may be granted until September 16, 2022, ten years from the date on which the 2012 Plan was approved by our shareholders.Options granted under the 2012 Plan generally vest over four years commencing on the date of grant such that 25% vest after one year and an additional 6.25% vest at the end of eachsubsequent three-month period thereafter for 36 months. Options, other than certain incentive share options, that are not exercised within ten years from the grant date expire, unless otherwisedetermined by the board or its designated committee, as applicable. Incentive share options granted to a person holding more than 10% of the combined company’s voting power expire withinfive years from the date of the grant. In case of termination for reasons of death, disability, or retirement, the grantee or his legal successor may exercise options that have vested prior totermination within a period of one year from the date of disability or death, or within three months following retirement. If we terminate a grantee’s employment or service for cause, all of thegrantee’s vested and unvested options will expire on the date of termination. If a grantee’s employment or service is terminated for any other reason, the grantee may exercise his or her vestedoptions within 90 days of the date of termination. Any expired or unvested options return to the pool for reissuance.In the event of a merger or consolidation of our company, or a sale of all, or substantially all, of our shares or assets or other transaction having a similar effect, then without the consent ofthe option holder, the board or its designated committee, as applicable, may but is not required to (i) cause any outstanding award to be assumed or an equivalent award to be substituted bysuch successor corporation or (ii) in case the successor corporation refuses to assume or substitute the award (a) provide the grantee with the option to exercise the award as to all or part of theshares or (b) cancel the options against payment in cash in an amount determined by the board or the committee as fair in the circumstances. Notwithstanding the foregoing, the board or itsdesignated committee may upon such event amend or terminate the terms of any award, including conferring the right to purchase any other security or asset that the board shall deem, in goodfaith, appropriate.Stratasys, Inc. PlansPursuant to the Stratasys-Objet merger agreement, upon the consummation of the Stratasys-Objet merger, each option exercisable for one share of Stratasys, Inc. common stock convertedinto an option to purchase one ordinary share of Stratasys Ltd. Furthermore, we assumed the obligations of Stratasys, Inc. related to the issuance of shares underlying those options under itsthen-existing option plans, consisting of the Stratasys, Inc. 1998 Incentive Stock Option Plan, Stratasys, Inc. 2000 Incentive Stock Option Plan, Stratasys, Inc. 2002 Long-Term Performanceand Incentive Plan, and Stratasys, Inc. 2008 Long-Term Performance and Incentive Plan, which we refer to collectively as the Stratasys, Inc. plans. Each option so assumed pursuant to theStratasys-Objet merger agreement remains governed by the terms and conditions of the relevant grant instrument as well as the Stratasys Inc. plan under which it was granted (withappropriate changes to reflect Stratasys Ltd. as the company whose shares are issuable upon exercise of the option). A total of 148,075 ordinary shares are issuable upon exercise of optionsthat are vested and currently exercisable under the Stratasys, Inc. plans.85Table of ContentsThe following table presents certain option data information for the above-described stock option and share incentive plans as at February 1, 2016:TotalWeightedOrdinaryAverageSharesAggregateAggregateExerciseReservedNumber ofNumber ofPrice offorAwardsShares AvailableAwardsOutstandingPlan Grants Granted out of Reserve for Future Grants Outstanding Options2004 Plan — —None660, 535$11.462012 Plan5,500,0002,301,172 3,198,828 2,097,890$51.87Stratasys, Inc. Plans——None234,875 $40.69Totals5,500,0002,301,1723,198,8282,993,300$39.83On December 3, 2012, we filed a registration statement on Form S-8 to register the issuance of ordinary shares in respect of then-outstanding options to directors, officers, employees andeligible consultants under the 2004 Plan and the Stratasys, Inc. plans. On September 3, 2013, we filed a registration statement on Form S-8 to register the issuance of ordinary sharesunderlying options granted or to be granted under the 2012 Plan.ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.A. Major ShareholdersOwnership by Major ShareholdersThe following table presents the beneficial ownership of our ordinary shares by each person who is known by us to be the beneficial owner of 5% or more of our outstanding ordinaryshares (to whom we refer as our major shareholders), based on the most recent beneficial ownership reports filed with the SEC by such persons on or before February 15, 2016. The datapresented is based on information provided to us, or disclosed in public filings with the SEC, by the major shareholders.Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares for which a person exercises sole or shared voting or investment power, or forwhich a person has or shares the right to receive the economic benefit of ownership of the shares. The table below includes the number of shares underlying options that are exercisable within60 days after February 15, 2015. Shares issuable upon the exercise of such options are deemed to be outstanding for the purpose of computing the ownership percentage of the person, entityor group holding such options, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person, entity or group. The ownership percentagesreflected below are based on 52,102,594 ordinary shares outstanding as of February 15, 2015.Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the shareslisted below have sole investment and voting power with respect to, and the sole right to receive the economic benefit of ownership of, such shares. The shareholders listed below do not haveany different voting rights from any of our other shareholders. We know of no arrangements that would, at a subsequent date, result in a change of control of our company.OptionsTotalOrdinaryExercisableBeneficialPercentageBeneficial Owner Shares within 60 Days Ownership OwnershipRoy J. Zuckerberg 3,234,227(1) —3,234,227 6.2%Elchanan Jaglom3,220,625(2)—3,220,6256.2%Samson Capital LLC 2,699,787(3) — 2,699,787 5.2%PRIMECAP Management Company3,285,000(4)—3,285,0006.3%T. Rowe Price Associates, Inc.2,762,172(5)—2,762,1725.3%____________________(1) Represents shares beneficially owned as of December 31, 2015, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed jointly by Samson Capital,LLC and Roy J. Zuckerberg on February 11, 2016. Consists of 13,602 ordinary shares held by Zuckerberg Investment Partners, LP, 2,699,787 ordinary shares held by Samson Capital,LLC, with respect to which Roy J. Zuckerberg may be deemed to share beneficial ownership and 520,838 ordinary shares held by Hancock LLC, a limited liability company organizedunder the laws of the State of California, with respect to which Roy J. Zuckerberg may be deemed to share beneficial ownership as a result of the Roy J. Zuckerberg Family Trust’s39.4% ownership of the membership interests of Hancock LLC. Mr. Zuckerberg is party to an agreement with respect to the ordinary shares held by Samson Capital, LLC that provideshim with the right to independently make decisions as to voting and disposition of 1,720,649 of those ordinary shares, without having to consult with any other person. The Roy J.Zuckerberg Family Trust is party to an agreement pursuant to which it has the right to independently make decisions as to the voting and disposition of 202,286 of the ordinary sharesheld by Hancock LLC, without having to consult with any other person. Mr. Zuckerberg disclaims beneficial ownership of all of the ordinary shares that may be deemed to bebeneficially owned by him except to the extent of his pecuniary interest therein.86Table of Contents(2) Represents shares beneficially owned as of December 31, 2015, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed by Elchanan Jaglom onFebruary 11, 2016. Consists of (i) 2,699,787 ordinary shares held by Samson Capital, LLC, with respect to which Mr. Jaglom may be deemed to share beneficial ownership and (ii) the520,838 ordinary shares held by Hancock LLC, a California limited liability company of which 61.2% of the membership interests are held by a company (which we refer to as theHancock Member) of which Mr. Jaglom is a director. Mr. Jaglom is party to an agreement with respect to the ordinary shares held by Samson Capital, LLC that provides him with theright to independently make decisions as to voting and disposition of 979,138 of those ordinary shares, without having to consult with any other person. The Hancock Member is partyto an agreement pursuant to which it has the right to independently make decisions as to voting and disposition of 318,552 of the ordinary shares held by Hancock LLC, without havingto consult with any other person. Mr. Jaglom disclaims beneficial ownership of the ordinary shares held by each of Samson Capital, LLC and Hancock LLC except to the extent of hispecuniary interest therein. (3)Represents shares beneficially owned as of December 31, 2015, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed jointly by Samson Capital,LLC and Roy J. Zuckerberg on February 11, 2016. Samson Capital, LLC is a limited liability company organized under the laws of the State of Delaware. The outstanding membershipinterests of Samson Capital, LLC are held by Roy J. Zuckerberg (74.1% interest), Michael Jaglom (18.5% interest) and an entity holding membership interests for the benefit ofElchanan Jaglom and members of his family. Michael Jaglom and Elchanan Jaglom are cousins. Roy J. Zuckerberg and Elchanan Jaglom are the managing members of Samson Capital,LLC and, by virtue of such roles, may be deemed to possess shared power to direct the voting and disposition of, and thus shared beneficial ownership with respect to, the ordinaryshares held by Samson Capital, LLC. Each of Roy J. Zuckerberg and Elchanan Jaglom disclaims beneficial ownership of the ordinary shares held by Samson Capital, LLC except to theextent of his pecuniary interest therein. Please see notes (1) and (2) above regarding arrangements concerning decisions as to voting and disposition of the ordinary shares held by thisshareholder. (4)Represents shares beneficially owned as of December 31, 2015, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed by PRIMECAP ManagementCompany on February 12, 2016. (5)Represents shares beneficially owned as of December 31, 2015, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed by T. Rowe Price Associates,Inc., or Price Associates, on February 9, 2016. Price Associates is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Price Associates does notserve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid withrespect to, and proceeds from the sale of, the ordinary shares held by Price Associates. Not more than 5% of the class of ordinary shares is owned by any one client subject to theinvestment advice of Price Associates.Changes in Percentage Ownership by Major ShareholdersDuring 2014 and 2013, there were decreases in the percentage ownership of each of our pre-existing major shareholders, consisting of Samson Capital, LLC, Roy J. Zuckerberg andElchanan Jaglom. The decreases were due to, in the case of the some of the major shareholders, market sales by the major shareholders themselves. The decreases were also due to ourissuance of a substantial number of additional ordinary shares in various transactions, including the Solid Concepts acquisition and Harvest Technologies acquisition in July 2014 and August2014, respectively, the MakerBot transaction in August 2013, and our follow-on public offering in September 2013. In 2015, the percentage ownership of those shareholders increased, due tomarket purchases of additional ordinary shares by Samson Capital, LLC (which increased the percentage ownership of all three of those shareholders).The percentage ownership of those shareholders decreased during 2013 and 2014, and increased during 2015, as follows: (i) Samson Capital, LLC—from 11.1% to 6.4% to 4.8%, andback up to 5.2%; (ii) Roy J. Zuckerberg—from 12.6% to 7.6% to 5.9%, and back up to 6.2%; and (iii) Elchanan Jaglom—from 12.5% to 7.5% to 5.8%, and back up to 6.2%. In addition, threeadditional shareholders who held more than 5% of our ordinary shares as of the end of 2012-- AGM Holding BV, Philippe J. Setton and FMR LLC— ceased to be major shareholders as of theend of 2013, due to a combination of market sales and issuances of additional ordinary shares by us.During 2014, four new major shareholders— Morgan Stanley, Baillie Gifford & Co, T. Rowe Price Associates, Inc. and Edgewood Management LLC—acquired over 5% of ouroutstanding ordinary shares. During 2015, Morgan Stanley, Baillie Gifford & Co. and Edgewood Management LLC ceased to be major shareholders, as their percentage ownership dropped to1.5%, 4.6% and 0%, respectively. During 2015, a new major shareholder, PRIMECAP Management Company, acquired 6.3% of our outstanding ordinary shares.Record HoldersBased upon a review of the information provided to us by our transfer agent, as of February 15, 2016, there were 114 holders of record of our shares, of which 85 record holders holding52,090,580, or approximately 99.99%, of our outstanding ordinary shares, had registered addresses in the United States. These numbers are not representative of the number of beneficialholders of our shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees. As of the said date, CEDE& Co, the nominee company of the Depository Trust Company (with a registered address in the United States), held of record 50,995,892 ordinary shares on behalf of hundreds firms ofbrokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers.87Table of ContentsB. Related Party Transactions.Except as described below or elsewhere in this annual report, since January 1, 2015, we have had no transaction or loan, nor do we have any presently proposed transaction or loan,involving any related party described in Item 7.B of Form 20-F promulgated by the SEC.Indemnification AgreementsOur amended articles permit us to exculpate, indemnify and insure each of our directors and office holders to the fullest extent permitted by the Companies Law. Effective upon theeffective time of the merger, we entered into indemnification agreements with each of our current directors and other office holders, under which we undertook to indemnify them to thefullest extent permitted by Israeli law, including with respect to liabilities resulting from the merger to the extent that these liabilities are not covered by insurance. We also put into placeDirectors and Officers liability insurance for each of our directors and other office holders upon the effectiveness of the Stratasys-Objet merger.Employment and Consulting Agreements with Directors and Executive OfficersEmployment agreement with David ReisUnder an employment agreement, dated September 15, 2008, that we entered into with our Chief Executive Officer, David Reis, Mr. Reis is entitled to a gross monthly salary of NIS126,600 (approximately $ 32,450 ). Mr. Reis is also entitled to an annual performance bonus subject to the discretion of our board of directors, based on our achievement of specific goals setby the board. On October 9, 2015, our shareholders approved the payment of a cash bonus of $480,645 (approximately NIS 1,885,000) to Mr. Reis in respect of his performance for the yearended December 31, 2014, as determined and approved by the compensation committee of our board of directors and by our board pursuant to the employment agreement. Besides base salaryand bonus, Mr. Reis receives under the agreement other benefits that are provided for by Israeli law or that are customary for senior executives in Israel, including reimbursement forreasonable expenses incurred in connection with his services, and the right to use (and all related fixed and variable costs in respect of) a leased car and cellular telephone. Mr. Reis isfurthermore entitled to company contributions equivalent to 5%, 8.33%, 2.5%, and 7.5% of his gross monthly salary towards certain pension, severance, disability and tax-advantaged savingsfunds (known as a manager’s insurance policy, severance compensation fund, disability insurance, and a study fund, respectively) (Mr. Reis also contributes 5% and 2.5% of his grossmonthly salary towards the manager’s insurance policy and study fund, respectively). The employment engagement is terminable by either party upon six months’ prior written notice, andcontains customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. As required under Israeli law, the terms of Mr. Reis’ engagement withour company were approved by our board of directors and shareholders (while we were still a private company).Mr. Reis has furthermore been granted an aggregate of 591,936 options to purchase ordinary shares, of which 172,436 are currently outstanding, all of which are fully vested and whichhave an exercise price of $6.52 per share, and expire on December 31, 2017. All of the shares underlying the 172,436 options described above are subject to an agreement with our companyunder which they may only be disposed of (subject to minor exceptions involving the payment of taxes) in an orderly fashion, on a pro-rata basis over the course of a five-year periodcommencing in 2012. These restrictions governing the disposition of such shares supplement, and do not replace, any additional applicable restrictions under our share option and incentiveplans.Employment agreement with Ilan LevinPursuant to an employment agreement, dated June 27, 2011, Ilan Levin provides services to us as a full-time employee who leads special corporate executive functions. Under theagreement, Mr. Levin receives a gross monthly salary of NIS 27,000 (approximately $ 6,950 ) and other benefits that are provided for by Israeli law or that are customary for senior executivesin Israel, including reimbursement for reasonable expenses incurred in connection with his services, and the right to use (and all related fixed and variable costs in respect of) a leased car. Theforegoing salary is in addition to and independent of the $19,400 per month plus Israeli value added tax, or VAT, that Mr. Levin is entitled to for continued service as a member of the board.Under the employment agreement, Mr. Levin is furthermore entitled to company contributions equivalent to 5%, 8.33%, 2.5%, and 7.5% of his gross monthly salary towards certainpension, severance, disability and tax-advantaged savings funds (known as a manager’s insurance policy, severance compensation fund, disability insurance, and a study fund, respectively)(Mr. Levin also contributes 5% and 2.5% of his gross monthly salary towards the manager’s insurance policy and study fund, respectively). The employment engagement is terminable byeither party upon three months’ prior written notice, and contains customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. As requiredunder Israeli law, the terms of Mr. Levin’s engagement with our company were approved by our board of directors and shareholders.88Table of ContentsMr. Levin has furthermore been granted an aggregate of 419,344 options to purchase ordinary shares, of which 124,844 are currently outstanding, all of which are fully vested. 100,062 ofsuch options have an exercise price of $7.82 per share and 24,782 of such options have an exercise price of $2.208 per share. All of such options expire on December 31, 2017. All of the124,844 ordinary shares underlying the foregoing options are subject to an agreement between Mr. Levin and our company under which they may only be disposed of (subject to minorexceptions involving the payment of taxes) in an orderly fashion, on a pro rata basis over the course of a five year period commencing in 2012. These restrictions governing the disposition ofthese shares supplement, and do not replace, any additional applicable restrictions under our share option and incentive plans.Consulting arrangement with an entity affiliated with Elchanan JaglomAn entity affiliated with Elchanan Jaglom, the Chairman of the board of directors, has provided consulting and director services to us pursuant to an oral arrangement that was approved byour board of directors and shareholders. The monthly amount payable to that entity under this arrangement is $35,000, plus VAT, currently. The consulting arrangement, which is not recordedin a written agreement, has no set term and may be terminated by either party at will upon written notice.C. Interests of Experts and Counsel.Not required.ITEM 8. FINANCIAL INFORMATION.A. Consolidated Statements and Other Financial Information.The consolidated financial statements and other financial information for our company required by SEC are included in this annual report beginning on page F-1.Export SalesThe following table presents total export sales by Stratasys, Ltd for each of the fiscal years indicated (in thousands): 2015 2014 2013Total Export Sales* $ 280,021 $ 341,395 $ 219,837 as a percentage of Total Sales40.2% 45.5% 45.4%____________________* Export sales, as presented, are defined as sales to customers located outside of North America and Israel (where our dual headquarters are located).Legal ProceedingsWe are a party to various legal proceedings incident to our business. Based upon the status of such cases, as determined with the advice of counsel, we have recorded provisions in ourfinancial statements for amounts (if any) judged to be both quantifiable and probable to be paid. Except as noted below, there are no legal proceedings pending or threatened against us that webelieve are likely to have, or that have had in the recent past, significant effects on our financial condition or profitability.Claims Related to Company EquityOn March 4, 2013, five current or former minority shareholders and former directors of our company filed two lawsuits against our company in an Israeli central district court. Thelawsuits demand that we amend the capitalization table of our company such that certain shares previously issued to Objet shareholders named as defendants would be recognized as beingowned by the plaintiffs with a consequent reduction of the share ownership of the named defendants. The lawsuits also name as defendants Elchanan Jaglom, the Chairman of the board ofdirectors, David Reis, our Chief Executive Officer, various shareholders of ours who were also shareholders of Objet, and, in one of the lawsuits, Ilan Levin, one of our directors. The lawsuitsallege in particular that a series of investments in Objet during 2002 and 2003 was effected at a price per share that was below fair market value, thereby illegally diluting those shareholdersthat did not participate in the investments. The plaintiffs also allege that a portion of the amount invested in those transactions was actually invested by an investor who was already ashareholder of Objet and allegedly acting in concert with Mr. Jaglom, and that the interest of these two shareholders in these transactions was not properly disclosed to the minorityshareholders at the time. The lawsuits furthermore claim that we effectively engaged in backdating the issuance of certain shares, in that shares that Objet reported as having been issued in2006 and 2007 were actually issued at a subsequent date—as late as 2009.89Table of ContentsWe filed our statement of defense in response to these claims in May 2013, denying the claims. The court has dismissed the lawsuit of one of the former directors due to lack of cause. Thesuits are currently at the stage of pre-trial hearings.Securities Law Class ActionsOn February 5, 2015, a lawsuit styled as a class action was commenced in the United States District Courts for the District of Minnesota, naming the Company and certain of our officersand directors as defendants. Similar actions were filed on February 9 and 20, 2015, and on March 25, 2015, in the Southern District of New York, the Eastern District of New York, and theDistrict of Minnesota, respectively. The lawsuits allege violations of the Exchange Act in connection with allegedly false and misleading statements concerning our business and prospects.The plaintiffs seek damages and awards of reasonable costs and expenses, including attorneys’ fees. On April 15, 2015, the cases were consolidated for all purposes, and on April 24, 2015,the court entered an order appointing lead plaintiffs and approving their selection of lead counsel for the putative class. On July 1, 2015, the lead plaintiffs filed their consolidated complaint.On August 31, 2015, the defendants moved to dismiss the consolidated complaint for failure to state a claim. The Court heard the motion on December 11, 2015, but has not rendered adecision. We intend to mount vigorous defenses to these lawsuits.Dividend PolicyWe have never paid cash dividends on our ordinary shares and do not anticipate that we will pay any cash dividends on our ordinary shares in the foreseeable future.We intend to retain our earnings to finance the development of our business. Any future dividend policy will be determined by our board of directors based upon conditions then existing,including our earnings, financial condition, tax position and capital requirements, as well as such economic and other conditions as our board of directors may deem relevant. Pursuant to ourarticles of association, dividends may be declared by our board of directors. Dividends must be paid out of our profits and other surplus funds, as defined in the Companies Law, as of the endof the most recent year or as accrued over a period of the most recent two years, whichever amount is greater, provided that there is no reasonable concern that payment of a dividend willprevent us from satisfying our existing and foreseeable obligations as they become due. In addition, because we have received certain benefits under Israeli law relating to ApprovedEnterprises and Beneficiary Enterprises, our payment of dividends (out of tax-exempt income) may subject us to certain Israeli taxes to which we would not otherwise be subject. We are alsorestricted under our credit agreement with Bank of America from paying dividends. Please see the risk factors captioned “We do not anticipate paying any cash dividends in the foreseeablefuture. Therefore, if our share price does not appreciate, our shareholders may not recognize a return, and could potentially suffer a loss, on their investment in our ordinary shares,” and “Evenif we decide to pay dividends on our ordinary shares, we may be restricted from doing so or payment of such dividends may have adverse consequences for our company” in Item 3.D “RiskFactors—Risks related to an investment in our ordinary shares” above.For a discussion of the applicable rates of withholding tax on dividends paid out of income derived from an Approved Enterprise or a Beneficiary Enterprise, see “Israeli TaxConsiderations and Government Programs — The Law for the Encouragement of Capital Investments” in Item 4.B above.B. Significant Changes.Other than as otherwise described in this annual report, no significant change has occurred in our operations since the date of our consolidated financial statements included in this annualreport.ITEM 9. THE OFFER AND LISTING.A. Listing Details.Since December 3, 2012 (the first trading day after the effective time of the merger), our ordinary shares have traded (and, prior to that time, Stratasys, Inc. common stock was traded) onthe NASDAQ Global Select Market under the trading symbol “SSYS.” The following table sets forth the high and low closing sale prices of our ordinary shares (and for periods preceding themerger, Stratasys, Inc. common stock) for the fiscal periods indicated below, as reported on the NASDAQ Global Select Market.90Table of ContentsPrice RangeHighLowFiscal Period: (U.S. $) (U.S. $)Six most recent months: February 201618.8515.51 January 201624.5615.24 December 201526.7923.48 November 201528.6722.58 October 201531.9025.50 September 201530.6226.17Two most recent full financial years and subsequent periods, by quarter:Fiscal Year Ending December 31, 2016 January 1, 2016 - February 29, 2016 only 24.56 15.24Fiscal Year Ending December 31, 2015 October 1, 2015 - December 31, 201531.9022.58 July 1, 2015 - September 30, 201537.7326.17 April 1, 2015 - June 30, 201561.4334.66 January 1, 2015 - March 31, 201581.0552.78Fiscal Year Ending December 31, 2014 October 1, 2014 - December 31, 2014122.5778.64 July 1, 2014 - September 30, 2014129.2897.13 April 1, 2014 - June 30, 2014113.6388.04 January 1, 2014 - March 31, 2014136.46103.64Five most recent full financial years 201581.0522.58 2014136.4678.64 2013134.7062.50 201280.7530.37 2011 55.43 18.00Our ordinary shares, nominal value NIS 0.01 per share, are registered on the books of our transfer agent, Continental Stock Transfer & Trust Company. There are no transfer restrictionsapart from the requirement that any transfers comply with applicable securities laws and the rules of the NASDAQ Stock Market or any other securities exchange on which our ordinaryshares may be listed in the future.ITEM 10. ADDITIONAL INFORMATION.A. Share Capital.Not applicableB. Memorandum and Articles of Association.Purposes and Objects of the CompanyWe are a public company registered under Israel’s Companies Law as Stratasys Ltd., registration number 51-260769-8. Under our memorandum of association, our purpose includes everylawful purpose.Powers of DirectorsUnder the provisions of the Companies Law and our amended articles, the management of the business of the Company is vested in our board of directors, which may exercise all suchpowers and do all such acts and things as the Company is authorized to exercise and do. For certain approval requirements, disclosure obligations and limitation on participation of membersof our board in board meetings, see “Fiduciary Duties of Officer Holders — Approval of Specified Related Party Transactions with Office Holders Under Israeli Law” in Item 6.C – “BoardPractices” above, and the remainder of this Item 10.B below.91Table of ContentsThe authority of our directors to enter into borrowing arrangements on our behalf is not limited, except to the same degree as any other transaction into which we may enter.Our amended articles do not impose any mandatory retirement or age-limit requirements on our directors, and our directors are not required to own shares in our company in order toqualify to serve as directors.Rights Attached to SharesOur authorized share capital consists of 180,000,000 ordinary shares of a nominal value of NIS 0.01 each. All outstanding ordinary shares are validly issued, fully paid and non-assessable.The rights attached to the ordinary shares are as follows:Dividend Rights. Our board of directors may, in its discretion, declare that a dividend be paid pro rata to the holders of ordinary shares. Dividends must be paid out of our profits and othersurplus funds, as defined in the Companies Law, as of the end of the most recent year or as accrued over a period of two years, whichever is greater, provided that there is no reasonableconcern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. Under the Companies Law, the declaration of a dividend doesnot require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our amended articles provide that our board of directors may declareand distribute dividends without the approval of the shareholders.Rights to Share in the Company’s Profits. Our shareholders have the right to share in our profits distributed as a dividend or via any other permitted distribution. See “Rights Attached toShares — Dividend Rights”, in this Item 10.B above.Rights to Share in Surplus in the Event of Liquidation. In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of ordinaryshares in proportion to the nominal value of their holdings. This right may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares withpreferential rights that may be authorized in the future.Limited Liability. Our company is a limited liability company, and therefore, each shareholder’s liability for our obligations is limited to the payment of the nominal value of the sharesheld by such shareholder, subject to the provisions of the Companies Law.Limitations on Any Existing or Prospective Major Shareholder. See “Board Practices - Approval of Specified Related Party Transactions with Office Holders Under Israeli Law” in Item6.C above.Voting Rights. Holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders. Shareholders may vote at a shareholders’meeting either in person or by proxy. Such voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may beauthorized in the future. There are currently no preferred shares outstanding.The Companies Law imposes certain duties on our shareholders. A shareholder, in exercising his or her rights and performing his or her obligations to our other shareholders and us, mustact in good faith and in an acceptable manner, and avoid abusing his or her powers. This duty is required when voting at general meetings on matters such as changes to our articles ofassociation, increases to our registered capital, mergers and related party transactions. A shareholder also has a general duty to refrain from depriving any other shareholder of his or her rightsas a shareholder. In addition, any controlling shareholder, any shareholder who knows that his or her vote can determine the outcome of a shareholder vote and any shareholder who, under ouramended articles, can appoint or prevent the appointment of an office holder, is required to act fairly towards our company. The Companies Law does not specifically define the duty offairness, but provides that the remedies generally available upon a breach of contract will apply also in the event of a breach of the duty to act with fairness. There is no binding case law thataddresses this subject directly. Any voting agreement among shareholders is also subject to these duties.Election of DirectorsDirectors of our company, other than external directors, are elected each year at our annual general meeting of shareholders by a vote of the holders of a majority of the voting powerrepresented at the meeting. See “Item 6.C Board Practices—Board of Directors” above. Our ordinary shares do not have cumulative voting rights for this purpose. As a result, holders of ourordinary shares that represent more than 50% of the voting power represented at a shareholders’ meeting at which a quorum is present will have the power to elect any or all of our directorswhose positions are being filled at that meeting, subject to the special approval requirements for external directors described under “Board Practices—External Directors” in Item 6.C above.92Table of ContentsIn addition, pursuant to the Companies Law and our amended articles, any shareholder holding at least one percent (1%) of our outstanding voting power may make nominations fordirectors only if a written notice of such shareholder’s intent to make such nomination (together with certain documentation required under the Companies Law) has been delivered to ourregistered Israeli office within seven days after we publish notice of our upcoming annual general meeting (or within 14 days after we publish a preliminary notification of an upcomingannual general meeting).Annual and Extraordinary MeetingsOur board of directors must convene an annual general meeting of shareholders at least once every calendar year, within fifteen months of the last annual general meeting.All meetings other than the annual general meeting of shareholders are referred to as extraordinary general meetings. Our board of directors may call extraordinary general meetingswhenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law and our amended articles provide that our board of directors willbe required to convene an extraordinary general meeting upon the written request of (i) any two of our directors or one-quarter of our board of directors or (ii) one or more shareholdersholding, in the aggregate, either (a) 5% of our outstanding issued shares and 1% of our outstanding voting power or (b) 5% of our outstanding voting power. The chairman of the board ofdirectors presides at each of our general meetings. The chairman of the board of directors will not be entitled to vote at a general meeting in his capacity as chairman.Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders that will be entitled to participate and vote at general meetings are theshareholders of record on a date decided by our board of directors, which may be between four and 40 days prior to the date of the meeting. Furthermore, the Companies Law and ouramended articles require that resolutions regarding the following matters must be passed at a general meeting of our shareholders:●amendments to the amended articles; ●appointment or termination of our auditors; ●appointment of directors and appointment and dismissal of external directors; ●approval of acts and transactions involving related parties, as defined by the Companies Law or pursuant to our amended articles; ●director compensation; ●increases or reductions of our authorized share capital; ●a merger; and ●the exercise of our board of directors’ powers by a general meeting, if the board of directors is unable to exercise its powers and the exercise of any of its powers is required for ourproper management.NoticesThe Companies Law and the amended articles require that a notice of any annual general meeting or extraordinary general meeting be published and provided to shareholders at least 21days prior to the meeting, and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, oran approval of a merger, notice must be published at least 35 days prior to the meeting.QuorumThe quorum required for a general meeting of our shareholders consists of at least two shareholders present in person, by proxy or written ballot who hold or represent between them atleast twenty-five percent (25%) of the total outstanding voting rights. A meeting adjourned for lack of a quorum generally is adjourned to the same day in the following week at the same timeand place, or to a later time/date if so specified in the summons or notice of the meeting. At the reconvened meeting, if the original meeting was convened upon requisition under theCompanies Law, the required quorum consists of one or more shareholders, present in person or by proxy, and holding the number of shares required for making such requisition, and, in anyother reconvened meeting, the quorum that is required is any two shareholders present in person or by proxy (regardless of how many shares they hold).93Table of ContentsAdoption of ResolutionsOur amended articles provide that all resolutions of our shareholders require the approval of a majority of the voting power present and voting at a general meeting, unless otherwiserequired by the Companies Law or by the amended articles. Under the Companies Law and the amended articles, shareholders are not permitted to take action via written consent in lieu of ameeting. Under the Companies Law, each of (i) the approval of an extraordinary transaction with a controlling shareholder and (ii) the terms of employment or other engagement of thecontrolling shareholder of the company or such controlling shareholder’s relative (even if not extraordinary) require, in addition to approval by the compensation committee (in the case ofterms of employment) or audit committee (in the case of some other engagement) and the board of directors, approval by a special majority of the shareholders that fulfills one of thefollowing requirements:●a disinterested majority; or ●the votes of shareholders who have no personal interest in the transaction and who are present and voting, in person, by proxy or by voting deed at the meeting, and who vote againstthe transaction may not represent more than two percent (2%) of the voting rights of the company.Under our amended articles, if the share capital is divided into classes, the alteration of the rights, privileges, preferences or obligations of any class of share capital requires approval by asimple majority of the class so affected (or such other percentage of the relevant class that may be set forth in the governing documents relevant to such class), in addition to the ordinarymajority vote of all classes of shares voting together as a single class at a general meeting, as required under the Companies Law.Further exceptions to the simple majority vote requirement are a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the companypursuant to Section 350 of the Companies Law, which requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by voting deed and votingon the resolution.Israeli law provides that a shareholder of a public company may vote in a meeting and in a class meeting by means of a voting deed in which the shareholder indicates how he or she voteson resolutions relating to the following matters:●appointment or removal of directors; ●approval of transactions with office holders or interested or related parties; ●approval of a merger or any other matter in respect of which there is a provision in the articles of association providing that decisions of the general meeting may also be passed byvoting deed; ●approval of an arrangement or reorganization of the company pursuant to Section 350 of the Israeli Companies Law; and ●other matters which may be prescribed by Israel’s Minister of Justice.The provision allowing the vote by voting deed does not apply if, to the best knowledge of the company at the time of calling the general shareholders’ meeting, a controlling shareholderwill hold on the record date for such shareholders’ meeting, voting power sufficient to determine the outcome of the vote.Changing Rights Attached to SharesThe rights attached to any class of shares, such as voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the shares of thatclass present at a separate class meeting, or otherwise in accordance with the rights attached to such class of shares, as set forth in our amended articles.Limitations on the Rights to Own Securities in Our CompanyNeither our memorandum of association nor our amended articles, nor the laws of the State of Israel, restrict in any way the ownership or voting of shares by non-residents, except withrespect to citizens of countries that are in a state of war with Israel.94Table of ContentsProvisions Restricting Change in Control of Our CompanyFull Tender OfferA person wishing to acquire shares of a public Israeli company and who could as a result hold over 90% of the target company’s issued and outstanding share capital or voting rights isrequired by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company. A person wishing toacquire shares of a public Israeli company and who could as a result hold over 90% of the issued and outstanding share capital or voting rights of a certain class of shares is required to make atender offer to all of the shareholders who hold shares of the relevant class for the purchase of all of the issued and outstanding shares of that class. If the shareholders who do not accept theoffer hold less than 5% of the issued and outstanding share capital and voting rights of the company or of the applicable class, all of the shares that the acquirer offered to purchase will betransferred to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender offer shall have approved it, which condition shall notapply if, following consummation of the tender offer, the acquirer would hold at least 98% of all of the company’s outstanding shares and voting rights (or shares and voting rights of therelevant class)). However, shareholders may, at any time within six months following the completion of the tender offer, petition the court to alter the consideration for the acquisition. Evenshareholders who indicated their acceptance of the tender offer may so petition the court, unless the acquirer stipulated that a shareholder that accepts the offer may not seek appraisal rights).If the shareholders who did not accept the tender offer hold 5% or more of the issued and outstanding share capital or voting rights of the company or of the applicable class, the acquirer maynot acquire shares of the company that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or voting rights or 90% of the shares or voting rightsof the applicable class, from shareholders who accepted the tender offer.Special Tender OfferThe Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer if as a result of the acquisition the purchaser couldbecome a holder of 25% or more of the voting rights in the company, unless one of the exemptions in the Companies Law (as described below) is met. This rule does not apply if there isalready another holder of at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by meansof a tender offer if as a result of the acquisition the purchaser could become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the companywho holds more than 45% of the voting rights in the company, unless one of the exemptions in the Companies Law is met.A special tender offer must be extended to all shareholders of a company but the offeror is not required to purchase shares representing more than 5% of the voting power attached to thecompany’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power attached tothe company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.If a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not makea subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unlessthe purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.MergerThe Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies Law are met, by amajority vote of each party’s shares, and, in the case of the target company, a majority vote of each class of its shares, voted on the proposed merger at a shareholders meeting called with atleast 35 days’ prior notice.For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the votes of shares represented at the shareholders’ meetingthat are held by parties other than the other party to the merger, or by any person (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or more of the votingrights or the right to appoint 25% or more of the directors of the other party, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholderor if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions withcontrolling shareholders (as described above in this annual report under “Item 6.C Board Practices—Approval of Related Party Transactions Under Israeli Law—Disclosure of PersonalInterests of Controlling Shareholders”).If the transaction would have been approved by the shareholders of a merging company but for the separate approval of each class or the exclusion of the votes of certain shareholders asprovided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable,taking into account the value of the parties to the merger and the consideration offered to the shareholders of the company that have petitioned the court to approve the merger.95Table of ContentsUpon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of themerger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger, and may further give instructions to secure the rights of creditors.In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the IsraeliRegistrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.Anti-Takeover Measures Under Israeli LawThe Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred rights,distributions or other matters and shares having preemptive rights. Currently, no preferred shares are authorized under our amended articles. In the future, if we do authorize, create and issue aspecific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise preventour shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an amendmentto our amended articles, which requires the prior approval of the holders of a majority of the voting power present and voting at a general meeting. The convening of the meeting, theshareholders entitled to participate in such meeting, and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Companies Law asdescribed above in this Item 10.B under “Memorandum and Articles of Association—Rights Attached to Shares—Voting Rights.”The foregoing description includes only a summary of certain provisions of the Companies Law and our memorandum of association and articles and is qualified in its entirety byreference to the full text of such documents, which are exhibits to this annual report.C. Material Contracts.We have not entered into any material contract within the two years prior to the date of this annual report, other than contracts entered into in the ordinary course of business, or asotherwise described herein in Item 4.A—”History and Development of the Company”, Item 4.B—”Business Overview”, Item 5.B—”Operating and Financial Review and Prospects—Liquidity and Capital Resources”, Item 6.C – “Board Practices—Director Service Contracts” and Item 7.B - “Related Party Transactions”.D. Exchange Controls.There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the proceeds from the sale of ordinaryshares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain transactions. However, legislation remains in effect pursuant to which currencycontrols can be imposed by administrative action at any time.The ownership or voting of our ordinary shares by non-residents of Israel, except with respect to citizens of countries that are in a state of war with Israel, is not restricted in any way byour memorandum of association or amended articles or by the laws of the State of Israel.E. Taxation.The following is a short summary of certain provisions of the tax environment to which shareholders may be subject. This summary is based on the current provisions of tax law. To theextent that the discussion is based on new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure you that the views expressed in the discussionwill be accepted by the appropriate tax authorities or the courts.The summary does not address all of the tax consequences that may be relevant to all purchasers of our ordinary shares in light of each purchaser’s particular circumstances and specifictax treatment. For example, the summary below does not address the tax treatment of residents of Israel and traders in securities who are subject to specific tax regimes. As individualcircumstances may differ, holders of our ordinary shares should consult their own tax adviser as to the United States, Israeli or other tax consequences of the purchase, ownership anddisposition of ordinary shares. The following is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations. Eachindividual should consult his or her own tax or legal adviser.96Table of ContentsIsraeli Taxation ConsiderationsIsraeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel,including shares of Israeli companies, by both residents and non-residents of Israel unless a specific exemption is available or unless a tax treaty between Israel and the seller’s country ofresidence provides otherwise. The Tax Ordinance distinguishes between “Real Capital Gain” and “Inflationary Surplus”. The Inflationary Surplus is a portion of the total capital gain which isequivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currencyexchange rate, between the date of purchase and the date of sale. The Real Capital Gain is the excess of the total capital gain over the Inflationary Surplus.Israeli resident individualsCapital GainAs of January 1, 2006, the tax rate applicable to Real Capital Gain derived by Israeli individuals from the sale of shares which had been purchased on or after January 1, 2003, whether ornot listed on a stock exchange, is 20%, unless such shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares, inwhich case the gain will generally be taxed at a rate of 25%. Additionally, if such shareholder is considered a “Significant Shareholder” ( i.e., a person who holds, directly or indirectly, aloneor together with another, 10% or more of any of the company’s “means of control” (including, among other things, the right to receive profits of the company, voting rights, the right toreceive the company’s liquidation proceeds and the right to appoint a director)) at the time of sale or at any time during the preceding 12-month period, such gain will be taxed at the rate of25%. Individual shareholders dealing in securities in Israel are taxed at their marginal tax rates applicable to business income (up to 48% in 2015).Notwithstanding the foregoing, pursuant to the Law for Change in the Tax Burden (Legislative Amendments) (Taxes), 2011, the capital gain tax rate applicable to individuals was raisedfrom 20% to 25% from 2012 and onwards (or from 25% to 30% if the selling individual shareholder is a Significant Shareholder at any time during the 12-month period preceding the saleand\or claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares). With respect to assets (not shares that are listed on a stockexchange) purchased on or after January 1, 2003, the portion of the gain generated from the date of acquisition until December 31, 2011 will be subject to the previous capital gains tax rates(20% or 25%) and the portion of the gain generated from January 1, 2012 until the date of sale will be subject to the new tax rates (25% or 30%).Dividend IncomeIsraeli residents who are individuals are generally subject to Israeli income tax for dividends paid on our ordinary shares (other than bonus shares or share dividends) at 25%, or 30% if therecipient of such dividend is a Significant Shareholder, at the time of distribution or at any time during the preceding 12-month period. However, dividends distributed from taxable incomeaccrued during the benefits period of an Approved Enterprise or Beneficiary Enterprise are subject to withholding tax at the rate of 15% (and 20% with respect to Preferred Enterprise), if thedividend is distributed during the tax benefits period under the Investment Law or within 12 years after such period. An average rate will be set in case the dividend is distributed from mixedtypes of income (regular and Approved/ Beneficiary/ Preferred income).Israeli resident corporationsCapital GainUnder current Israeli tax legislation, the tax rate applicable to Real Capital Gain derived by Israeli resident corporations from the sale of shares of an Israeli company is the generalcorporate tax rate. As described in “Israeli Tax Considerations and Government Programs — General Corporate Tax Structure” in Item 4.B above, the corporate tax rate was 26.5% in 2015and from 2016 and onwards is 25%.Dividend IncomeGenerally, Israeli resident corporations are exempt from Israeli corporate tax on the receipt of dividends paid on shares of Israeli resident corporations. However, dividends distributedfrom taxable income accrued during the benefits period of an Approved Enterprise or Beneficiary Enterprise are subject to withholding tax at the rate of 15%, if the dividend is distributedduring the tax benefits period under the Investment Law or within 12 years after that period.97Table of ContentsNon-Israeli ResidentsCapital GainIsraeli capital gains tax is imposed on the disposal of capital assets by a non-Israeli resident if such assets are either (i) located in Israel; (ii) shares or rights to shares in an Israeli residentcompany, or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between Israel and the seller’s country of residence provides otherwise. As mentionedabove, Real Capital Gain is generally subject to tax at the corporate tax rate (26.5% in 2015 and 25% in 2016 and thereafter), if generated by a company, or at the rate of 25% (for any assetother than shares that are listed on a stock exchange - 20% with respect to the portion of the gain generated up to December 31, 2011) or 30% (for any asset other than shares that are listed ona stock exchange - 25% with respect to the portion of the gain generated up to December 31, 2011), if generated by an individual from the sale of assets purchased on or after January 1, 2003.Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate for a corporation and a marginal tax rate of upto 48% for an individual in 2015).Notwithstanding the foregoing, shareholders who are non-Israeli residents (individuals and corporations) are generally exempt from Israeli capital gains tax on any gains derived from thesale, exchange or disposition of shares publicly traded on the Tel Aviv Stock Exchange or on a recognized stock exchange outside of Israel, provided, among other things, that (i) such gainsare not generated through a permanent establishment that the non-Israeli resident maintains in Israel, (ii) the shares were purchased after being listed on a recognized stock exchange and (iii)with respect to shares listed on a recognized stock exchange outside of Israel, such shareholders are not subject to the Israeli Income Tax Law (Inflationary Adjustments) 5745-1985.However, non-Israeli corporations will not be entitled to the foregoing exemptions if Israeli residents (a) have a controlling interest of 25% or more in such non-Israeli corporation, or (b) arethe beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Such exemption is not applicable to a person whosegains from selling or otherwise disposing of the shares are deemed to be business income.In addition, a sale of shares may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under the U.S.-Israel Tax Treaty, to which we referas the U.S.-Israel Treaty, the sale, exchange or disposition of shares of an Israeli company by a shareholder who is a U.S. resident (for purposes of the U.S.-Israel Treaty) holding the shares asa capital asset is exempt from Israeli capital gains tax unless either (i) the shareholder holds, directly or indirectly, shares representing 10% or more of the voting rights during any part of the12-month period preceding such sale, exchange or disposition, (ii) the shareholder, if an individual, has been present in Israel for a period or periods of 183 days or more in the aggregateduring the applicable taxable year; or (iii) the capital gains arising from such sale are attributable to a permanent establishment of the shareholder which is maintained in Israel. In any suchcase, the sale, exchange or disposition of such shares would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Treaty, a U.S. resident would be permitted toclaim a credit for the Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign taxcredits. The U.S.-Israel Treaty does not provide such credit against any U.S. state or local taxes.In some instances where our shareholders may be liable for Israeli tax on the sale of their Ordinary Shares, the payment of the consideration may be subject to the withholding of Israelitax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, intransactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liablefor Israeli tax to sign declarations in forms specified by this authority or obtain a specific exemption from the Israel Tax Authority to confirm their status as non Israeli resident, and, in theabsence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.Dividend IncomeNon-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on ordinary shares at the rate of 25% or 30% (if thedividend recipient is a Significant Shareholder at the time of distribution or at any time during the preceding 12-month period) or 15% if the dividend is distributed from income attributed toour Approved Enterprise or Beneficiary Enterprise (and 20% with respect to Preferred Enterprise). Such dividends are generally subject to Israeli withholding tax at a rate of 25% so long asthe shares are registered with a nominee company (whether the recipient is a Significant Shareholder or not) and 15% if the dividend is distributed from income attributed to an ApprovedEnterprise or a Beneficiary Enterprise (and 20% if the dividend is distributed from income attributed to a Preferred Enterprise), unless a reduced rate is provided under an applicable tax treaty(subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). For example, under the U.S.-Israel Treaty, the maximum rate of taxwithheld in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of the U.S.-Israel Treaty) is 25%. However, generally, the maximum rate ofwithholding tax on dividends, not generated by our Approved Enterprise or Beneficiary Enterprise, that are paid to a U.S. corporation holding at least 10% or more of our outstanding votingcapital from the start of the tax year preceding the distribution of the dividend through (and including) the distribution of the dividend, is 12.5%, provided that no more than 25% of our grossincome for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise orBeneficiary Enterprise are subject to a withholding tax rate of 15% for such U.S. corporation shareholder, provided that the condition related to our gross income for the previous year (as setforth in the previous sentence) is met. If the dividend is attributable partly to income derived from an Approved Enterprise, a Beneficiary Enterprise or Preferred Enterprise, and partly to othersources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividendmay be entitled to a credit or deduction for United States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in the Code.98Table of ContentsA non-Israeli resident who receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel with respect to such income, provided that(i) such income was not generated from business conducted in Israel by the taxpayer, and (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return isrequired to be filed.Excess TaxIndividuals who are subject to tax in Israel are also subject to an additional tax at a rate of 2% on annual income exceeding NIS 810,720 for 2015, which amount is linked to the annualchange in the Israeli consumer price index, including, but not limited to, dividends, interest and capital gain.U.S. Federal Income Tax ConsiderationsSubject to the limitations described in the following paragraphs, the discussion below describes the material U.S. federal income tax consequences to a beneficial owner of our ordinaryshares, referred to in this discussion as a U.S. holder, that is:●an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; ●a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the law of the United States or of anystate or the District of Columbia; ●an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or ●a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to controlall substantial decisions of the trust, or the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.This summary is not a comprehensive description of all of the tax considerations that may be relevant to each person’s decision to purchase, hold or dispose of ordinary shares. Thissummary considers only U.S. holders that hold ordinary shares as capital assets.This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, to which we refer as the Code, current and proposed Treasury regulations, and administrativeand judicial decisions as of the date of this annual report, all of which are subject to change, possibly on a retroactive basis. This discussion does not address all aspects of U.S. federal incometaxation that may be relevant to any particular shareholder based on the shareholder’s individual circumstances. In particular, this discussion does not address the potential application of thealternative minimum tax or the U.S. federal income tax consequences to U.S. holders that are subject to special treatment, including U.S. holders that:●are broker dealers or insurance companies; ●have elected mark-to-market accounting; ●are tax-exempt organizations; ●are financial institutions or financial services entities; ●are partnerships or other entities treated as partnerships for U.S. federal income tax purposes or partners thereof or members therein; ●hold ordinary shares as part of a straddle, hedge, conversion or other integrated transaction with other investments; ●own directly, indirectly or by attribution at least 10% of our voting power; or ●have a functional currency that is not the U.S. dollar.99Table of ContentsIn addition, this discussion does not address any aspect of state, local or non-U.S. tax laws, or the possible application of the U.S. federal estate or gift tax or any state inheritance, estate orgift tax.Material aspects of U.S. federal income tax law relevant to a holder other than a U.S. holder, referred to in this discussion as a non-U.S. holder, are also discussed below.Each prospective investor is advised to consult his or her own tax adviser for the specific tax consequences to that investor of purchasing, holding or disposing of our ordinaryshares.Taxation of Dividends Paid on Ordinary SharesSubject to the discussion below under “Tax Consequences if We Are a Passive Foreign Investment Company,” a U.S. holder will be required to include in gross income as ordinaryincome the gross amount of any distribution paid on ordinary shares, including any Israeli taxes withheld from the amount paid, on the date the distribution is actually or constructivelyreceived, to the extent the distribution is paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes.” In addition, under the PatientProtection and Affordable Care Act, higher income taxpayers must pay an additional 3.8 percent tax on net investment income to the extent certain threshold amounts of income are exceeded.See “New Tax on Investment Income” in this Item below.Dividends that are received by U.S. holders that are individuals, estates or trusts generally will be taxed at the rate applicable to long-term capital gains (a maximum rate of 15% or 20%,in case of taxpayers with annual taxable income which exceeds certain thresholds), provided those dividends meet the requirements of “qualified dividend income.” Dividends that fail to meetthese requirements, and dividends taxable to corporate U.S. holders, are taxed at ordinary income rates. No dividend received by a U.S. holder will be a qualified dividend (1) if the U.S.holder held the ordinary share with respect to which the dividend was paid for less than 61 days during the 121-day period beginning on the date that is 60 days before the ex-dividend datewith respect to the dividend, excluding for this purpose, under the rules of Code Section 246(c), any period during which the U.S. holder has an option to sell, is under a contractual obligationto sell, has made and not closed a short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by holding otherpositions with respect to, the ordinary share (or substantially identical securities); or (2) to the extent that the U.S. holder is under an obligation (pursuant to a short sale or otherwise) to makerelated payments with respect to positions in property substantially similar or related to the ordinary share with respect to which the dividend is paid. If we were to be a “passive foreigninvestment company” (as that term is defined in the Code) for any year, dividends paid on our ordinary shares in that year or in the year following that year would not be qualified dividends.In addition, a non-corporate U.S. holder will be able to take a qualified dividend into account in determining its deductible investment interest (which is generally limited to its net investmentincome) only if it elects to do so, in which case the dividend will be taxed at ordinary income rates. Corporate holders will not be allowed a deduction for dividends received in respect of ourordinary shares.Dividends on our ordinary shares will be foreign source passive income (or in some cases, general category income) for U.S. foreign tax credit purposes. Distributions in excess ofearnings and profits will be applied against and will reduce, on a share-by-share basis, the U.S. holder’s basis in the ordinary shares and, to the extent in excess of that basis, will be treated asgain from the sale or exchange of ordinary shares.The amount of a distribution paid to a U.S. holder in a foreign currency will be the U.S. dollar value of the foreign currency calculated by reference to the spot exchange rate on the daythe U.S. holder receives the distribution. A U.S. holder that receives a foreign currency distribution and converts the foreign currency into U.S. dollars after receipt will have foreign exchangegain or loss based on any appreciation or depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source ordinary income or loss.U.S. holders will have the option of claiming the amount of any Israeli income taxes withheld at source either as a deduction from gross income or as a dollar-for-dollar credit against theirU.S. federal income tax liability. Individuals who do not claim itemized deductions, but instead utilize the standard deduction, may not claim a deduction for the amount of the Israeli incometaxes withheld, but the amount may be claimed as a credit against the individual’s U.S. federal income tax liability. The amount of foreign income taxes that may be claimed as a credit in anyyear is generally subject to complex limitations and restrictions, which must be determined on an individual basis by each shareholder. Those limitations include the provisions described inthe following paragraphs, as well as rules that limit foreign tax credits allowable for a class of income to the U.S. federal income taxes otherwise payable on the net income in that class.100Table of ContentsA U.S. holder will be denied a foreign tax credit for Israeli income tax withheld from dividends received on our ordinary shares:●if the U.S. holder has not held the ordinary shares for at least 16 days of the 30-day period beginning on the date that is 15 days before the ex-dividend date; or ●to the extent that the U.S. holder is under an obligation to make related payments on substantially similar or related property.Any days during which a U.S. holder has substantially diminished its risk of loss on the ordinary shares are not counted toward meeting the 16-day holding period required by the statute.A foreign tax credit for the Israeli tax can be deferred if the U.S. holder enters into certain types of arrangements to defer inclusion of the related dividend in income for tax purposes.Taxation of the Disposition of Ordinary SharesSubject to the discussion below under “Tax Consequences if We Are a Passive Foreign Investment Company,” upon the sale, exchange or other taxable disposition of our ordinary shares,a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the U.S. holder’s basis in the ordinary shares, which is usually the cost to the U.S. holder of theshares, and the amount realized on the disposition. Capital gain from the sale, exchange or other disposition of ordinary shares held more than one year is long-term capital gain and is eligiblefor a reduced rate of taxation in the case of non-corporate taxpayers. Gain or loss recognized by a U.S. holder on the sale, exchange or other disposition of ordinary shares generally will betreated as U.S. source income or loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to limitations.A U.S. holder that uses the cash method of accounting calculates the U.S. dollar value of foreign currency proceeds received on a sale as of the date on which the U.S. holder receives theforeign currency. However, a U.S. holder that uses an accrual method of accounting is required to calculate the value of the proceeds of the sale as of the date of sale and may therefore realizeforeign currency gain or loss on a subsequent disposition of the foreign currency based on any subsequent appreciation or depreciation in the value of the foreign currency against the U.S.dollar. That gain or loss will generally be U.S. source ordinary income or loss.Tax Consequences if We Are a Passive Foreign Investment CompanyWe will be a passive foreign investment company, to which we refer as a PFIC, if 75% or more of our gross income in a taxable year, including our pro rata share of the gross income ofany corporation in which we are considered to own 25% or more of the shares by value (subject to certain exceptions in the case of a U.S. corporation), is passive income. Alternatively, wewill be considered to be a PFIC if at least 50% of our assets in a taxable year, ordinarily determined based on the quarter-end average fair market value of our assets over the taxable year andincluding the pro rata share of the assets of any corporation in which we are considered to own 25% or more of the shares by value (subject to certain exceptions in the case of a U.S.corporation), produce or are held for the production of passive income.If we were a PFIC, and a U.S. holder did not make, as described below, a timely election either to treat us as a qualified electing fund or, if the election is available, to mark our shares tomarket, any excess distributions we pay to a U.S. holder would be taxed in a special way. Excess distributions are amounts paid on shares in a PFIC in any taxable year that exceed 125% ofthe average distributions paid on those shares in the shorter of:●the three previous years; and●the U.S. holder’s holding period for ordinary shares before the present taxable year.Excess distributions must be allocated ratably to each day that a U.S. holder has held our ordinary shares. A U.S. holder would then be required to include amounts allocated to the currenttaxable year and each prior year in which we were not a PFIC (but not before our first taxable year beginning after December 31, 1986) in its gross income as ordinary income for the currentyear. Further, a U.S. holder would be required to pay tax on amounts allocated to each prior taxable year in which we were a PFIC at the highest rate in effect for that year on ordinary income,and the tax for each such year would be subject to an interest charge at the rate applicable to deficiencies for income tax.The entire amount of gain that is realized or treated as realized by a U.S. holder upon the sale or other disposition of ordinary shares (generally whether or not the disposition is a taxabletransaction) will also be treated as an excess distribution and will be subject to tax as described in the preceding paragraph.In some circumstances a U.S. holder’s tax basis in our ordinary shares that were inherited from a deceased person who was a U.S. holder would not equal the fair market value of thoseordinary shares as of the date of the deceased person’s death but would instead be equal to the deceased’s basis, if lower.101Table of ContentsThe special PFIC rules described above will not apply to a U.S. holder if that U.S. holder makes an election to treat us as a qualified electing fund, to which we refer as a QEF, in the firsttaxable year in which the U.S. holder owns ordinary shares, provided we comply with specified reporting requirements. Instead, a U.S. holder who has made such a QEF election is requiredfor each taxable year in which we are a PFIC to include in income a pro rata share of our ordinary earnings as ordinary income and a pro rata share of our net capital gain as long-term capitalgain, subject to a separate election to defer payment of the related tax. If deferred, the taxes will be subject to an interest charge. We would supply U.S. holders with the information needed toreport income and gain under a QEF election if we were classified as a PFIC.The QEF election is made on a shareholder-by-shareholder basis and can be revoked only with the consent of the Internal Revenue Service, to which we refer as the IRS. A shareholdermakes a QEF election by attaching a completed IRS Form 8621, including the PFIC annual information statement, to a timely filed U.S. federal income tax return and by filing a copy of theform with the IRS Service Center in Philadelphia, Pennsylvania. Even if a QEF election is not made, a United States person who is a shareholder in a PFIC must file every year a completedIRS Form 8621 or other form as may be prescribed by the IRS pursuant to recently enacted legislation requiring annual reports with respect to PFICs.A U.S. holder of PFIC shares that are publicly traded may elect to mark the stock to market annually, recognizing as ordinary income or loss each year an amount equal to the differenceas of the close of the taxable year between the fair market value of the PFIC shares and the U.S. holder’s adjusted tax basis in the PFIC shares. Losses would be allowed only to the extent ofnet mark-to-market gain previously included in income by the U.S. holder under the election for prior taxable years. If the mark-to-market election were made, then the rules described above(other than the rules for excess distributions, which would apply to the first year the election is made if we were a PFIC in a prior year and a QEF election were not made for the first year wewere a PFIC) would not apply for periods covered by the election.Although we do not believe that we were a PFIC in 2015, we cannot assure you that the IRS will agree with that conclusion or that we will not become a PFIC in 2016 or in a subsequentyear. The tests for determining PFIC status are applied annually, and it is difficult to make accurate predictions of future income and assets, which are relevant to this determination. U.S.holders who hold ordinary shares during a period when we are a PFIC will be subject to these rules, even if we cease to be a PFIC in later years, subject to specified exceptions for U.S.holders who made a QEF election in the first year they held our ordinary shares and we were a PFIC or if in a later year they made any of certain elections to purge the PFIC taint of ourordinary shares, which elections generally require the payment of tax. U.S. holders are urged to consult their tax advisers about the PFIC rules, including QEF and mark-to-market elections.New Tax on Investment IncomeA U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from the tax, will be subject to a 3.8% tax on the lesser of (1) the U.S.holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which inthe case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. holder’s net investment income generally will include its dividends onour ordinary shares and net gains from dispositions of our ordinary shares, unless those dividends or gains are derived in the ordinary course of the conduct of trade or business (other thantrade or business that consists of certain passive or trading activities). Net investment income, however, may be reduced by deductions properly allocable to that income. A U.S. holder that isan individual, estate or trust is urged to consult its tax adviser regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our ordinary shares.Tax Consequences for Non-U.S. Holders of Ordinary SharesExcept as described in “Information Reporting and Backup Withholding” below, a non-U.S. holder of ordinary shares will not be subject to U.S. federal income or withholding tax on thepayment of dividends on, and the proceeds from the disposition of, ordinary shares, unless:●the income is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and, in the case of a resident of a country that has an incometreaty with the United States, the income is attributable to a U.S. permanent establishment, or, in the case of an individual, a fixed place of business in the United States; ●the non-U.S. holder is an individual who holds the ordinary shares as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition anddoes not qualify for an exemption; or ●the non-U.S. holder is subject to tax under the provisions of U.S. tax law applicable to U.S. expatriates.102Table of ContentsA non-U.S. holder is a beneficial owner of our ordinary shares that is (1) a nonresident alien as to the United States for U.S. federal income tax purposes; (2) a corporation created ororganized in or under the law of a country, or any of its political subdivisions, other than the United States; or (3) an estate or trust that is not a U.S. holder.Information Reporting and Backup WithholdingU.S. holders generally are subject to information reporting requirements for dividends paid in the United States on ordinary shares. Dividends paid in the United States to a U.S. holder onordinary shares are subject to backup withholding at a rate of 28% (for taxable years through 2015) unless the U.S. holder provides IRS Form W-9 or establishes an exemption. U.S. holdersgenerally are subject to information reporting and backup withholding at a rate of 28% on proceeds paid from the disposition of ordinary shares unless the U.S. holder provides IRS Form W-9or establishes an exemption.The Foreign Account Tax Compliance Act, or FATCA, was enacted during 2014. FATCA generally requires foreign financial institutions (FFIs) to identify U.S. account holders andreport them to the IRS or pay a 30% withholding tax. Nonfinancial foreign entities (or NFFEs) are required to report their substantial U.S. owners to withholding agents or pay a 30%withholding tax. FATCA’s objective is to prevent tax evasion by requiring the disclosure of account holder information to the IRS. Because Stratasys is a publicly traded company that is not afinancial institution, FATCA has less impact than the rules discussed above that are still in effect for withholding tax purposes.A non-U.S. holder who effects the sale of his ordinary shares by or through a U.S. office of a broker is subject to both information reporting and backup withholding tax on the payment ofthe proceeds unless he certifies, under penalties of perjury, that he is not a U.S. person or otherwise establishes an exemption. If a non-U.S. holder sells his ordinary shares through a non-U.S.office of a non-U.S. broker and the sales proceeds are paid to the holder outside the United States, then information reporting and backup withholding generally will not apply to that payment.However, information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a non-U.S. holder outside the UnitedStates, if the holder sells his ordinary shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Those information reportingrequirements will not apply, however, if the broker has documentary evidence in its records that the holder is a non-U.S. person and certain other conditions are met, or the holder otherwiseestablishes an exemption.Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. or non-U.S. holder’s U.S. federal income tax liability,and a taxpayer generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed the taxpayer’s U.S. federal income tax liability by filing a refund claimwith the IRS, provided in each case that required information is furnished to the IRS.Information Reporting by Certain U.S. HoldersU.S. citizens and individuals taxable as resident aliens of the United States that own “specified foreign financial assets” with an aggregate value in a taxable year in excess of certainthresholds (as determined under Treasury regulations) and that are required to file a U.S. federal income tax return generally will be required to file an information report with respect to thoseassets with their tax returns. IRS Form 8938 has been issued for that purpose. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions,foreign stocks held directly, and interests in foreign estates, foreign pension plans or foreign deferred compensation plans. Under those rules, our ordinary shares, whether owned directly orthrough a financial institution, estate or pension or deferred compensation plan, would be “specified foreign financial assets.” Under Treasury regulations, the reporting obligation applies tocertain U.S. entities that hold, directly or indirectly, specified foreign financial assets. Penalties can apply if there is a failure to satisfy this reporting obligation. A U.S. Holder is urged toconsult his tax adviser regarding his reporting obligation.F. Dividends and Paying Agents.Not applicable.G. Statement by Experts.Not applicable.103Table of ContentsH. Documents on Display.We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we are required to file reports and other information with the SEC. You mayread and copy these materials, including this annual report and the accompanying exhibits and reports and other information that we have previously filed, at the public reference facilitiesmaintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1(800)-SEC-0330. The SECmaintains an Internet Site at http://www.sec.gov that contains reports and other information that we file electronically. The reports and other information filed by us with the SEC are alsoavailable at our websites, www.stratasys.com and www.objet.com. The web addresses of the SEC and our company have been included as inactive textual references only. Information onthose websites is not part of this annual report. In addition, documents referred to in this annual report may be inspected at the offices of the NASDAQ Global Select Market, 1735 K Street,N.W., Washington, D.C. You can also obtain copies of reports and other information that we file electronically, without charge, by requesting them in writing or by telephone from ourcompany at the following address:Stratasys Ltd. c/o Stratasys, Inc. 7665 Commerce Way Eden Prairie, Minnesota 55344 Attention: Shane Glenn, Vice President of Investor Relations Tel: (952) 937-3000As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principalshareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Actto file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.I. Subsidiary Information.Not Applicable.ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.Market risk is the risk of loss related to changes in market prices, including interest rates and foreign exchange rates, of financial instruments that may adversely impact our consolidatedbalance sheets, statements of operations or cash flows.Foreign Currency Exchange RiskDue to our international operations, currency exchange rates impact our financial performance.The majority of our balance sheet exposure relates to foreign currency assets and liabilities in entities which their functional currency is Euro. Our net Euro balance sheet exposure as ofDecember 31, 2015 was approximately $79.6 million.Our total revenues amounted to $ 696.0 million in 2015, of which approximately 15.9% were denominated in Euros. During 2015, our Euro-denominated revenues exceeded our Euro-denominated expenses. Conversely, our expenses denominated in shekels are higher than our expected shekel-denominated revenues. For those currencies which do not have a sufficientnatural hedge within our operations (such as offsetting revenues and expenses recorded in a given currency, or some other hedge), we may choose to hedge in order to reduce the impact ofcurrency fluctuations on our operating results. In 2015, we entered into hedging transactions to reduce the potential exposure resulting from the strengthening of the U.S. dollar against theEuro and strengthening of the shekel against the U.S. dollar. Our foreign exchange forward contracts in effect as of December 31, 2015 were for the conversion of $74.8 million into Euro and$24.2 million into NIS.The net effect of these risks stemming from currency exchange rate fluctuations on our operating results can be quantified as follows:(i) A change of 10% in the value of the Euro relative to the U.S. dollar in 2015 would have resulted in a change in the U.S. dollar reporting value of our consolidated operating income of$7.4 million for that year, mainly due to revenues earned in Euros.(ii) A change of 10% in the value of the shekel relative to the dollar in the year ended December 31, 2015 would have resulted in a change in the dollar-reported value of our consolidatedoperating income of $ 13.6 million, mainly due to shekel-recorded expenses.104Table of ContentsWe will continue to monitor exposure to currency fluctuations. Instruments that may be used to protect us against future risks may include foreign currency forward and swap contracts.These instruments may be used to selectively manage risks, but there can be no assurance that we will be fully protected against material foreign currency fluctuations. We do not usederivative financial instruments for speculative or trading purposes.Interest Rate RiskOur cash and cash equivalents are held primarily in bank deposits with maturities of less than 90 days, and our short-term bank deposits have maturities of more than 90 days. Both aresubject to limited interest rate risk, with an average interest rate of 1.01%. An immediate 10% change in interest rates would not have a material effect on our financial condition or results ofoperations.ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.Not Applicable.PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES .NoneITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.NoneITEM 15. CONTROLS AND PROCEDURES.(a) Disclosure Controls and Procedures .We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness ofour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2015, the end of the period covered by this annual report.We maintain disclosure controls and procedures designed to ensure that the information required to be disclosed by us in filings and submissions under the Exchange Act, is recorded,processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that information required to be disclosed by us in reports that we file or submit underthe Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regardingrequired disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed andoperated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possiblecontrols and procedures. Based on such evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as ofDecember 31, 2015.(b) Management’s Annual Report on Internal Control Over Financial Reporting.Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonableassurance to our management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periodsare subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making our assessment, our management used the criteriaestablished in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such assessment,management has concluded that, as of December 31, 2015, our internal control over financial reporting is effective based on those criteria.Kesselman & Kesselman, an independent registered public accounting firm in Israel and a member of PricewaterhouseCoopers International Limited, to which we refer as PwC, whichaudited the financial statements included in this annual report containing the disclosure required by this Item 15 has issued an attestation report regarding the effectiveness of our internalcontrol over financial reporting.105Table of Contents(c) Attestation Report of Registered Public Accounting Firm .PwC’s attestation report regarding the effectiveness of our internal control over financial reporting is included in “Item 18—Financial Statements” on page F-3 of this annual report, whichattestation report is incorporated by reference in this Item 15(c).(d) Changes in Internal Control over Financial Reporting.Based on the evaluation conducted by our management, with the participation of our chief executive officer and chief financial officer, pursuant to Rules 13a-15(d) and 15d-15(d)promulgated under the Exchange Act, our management (including such officers) have concluded that there were no changes in our internal control over financial reporting (as such term isdefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this annual report that have materially affected, or that are reasonably likely tomaterially affect, our internal control over financial reporting.ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.Our board of directors has determined that Mr. Edward J. Fierko, who serves on the audit committee of our board of directors, meets the requirements of an “audit committee financialexpert”, as defined in Item 407(d)(5) of SEC Regulation S-K and Item 16A of SEC Form 20-F and is an independent director, as defined in Rule 5600(a)(2) of the NASDAQ Listing Rules.ITEM 16B. CODE OF ETHICS.We have adopted a Code of Business Conduct and Ethics, to which we refer as the code of ethics, that applies to all directors, officers, and employees of our company and its subsidiaries,including our chief executive officer, principal financial officer, principal accounting officer or controller and other persons performing similar functions for us. A copy of the code of ethicshas been posted on our Internet website, http://investors.stratasys.com/governance.cfm and is incorporated herein by reference. The foregoing website has been provided as an inactive textualreference only, and the content of that website is not a part of this annual report.ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.The following table sets forth, for the years ended December 31, 2014 and 2015, the fees billed to us and our subsidiaries by our principal accountant. (1)Year endedDecember 31, 2015 2014Audit fees (2)$972,988$954,580Audit-related fees (3)-304,600Tax fees (4)94,905465,322All other fees (5) 52,500178,143Total$ 1,120,393$ 1,902,645(1) Comprised by fees billed by Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, orKesselman & Kesselman (which served as our principal accountant with respect to the years ended December 31, 2014 and 2015). (2)Audit fees consist of fees for professional services rendered by our principal accountant in connection with the audit of our consolidated annual financial statements and services thatwould normally be provided by our principal accountant in connection with statutory and regulatory filings or engagements.106Table of Contents(3) Audit-related fees are fees for assurance and related services rendered by our principal accountant that are reasonably related to the performance of its audit of our financial statementsand that are not reported under “Audit-fees” above. (4)Tax fees are fees for services rendered by our principal accountant in connection with tax compliance, tax planning and tax advice. (5)All other fees are fees for other consulting services (if any) rendered by our principal accountant to us.ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.None.ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.None.ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.Not applicable.ITEM 16G. CORPORATE GOVERNANCE.The NASDAQ Global Select Market requires companies with securities listed thereon to comply with its corporate governance standards. As a foreign private issuer, we are not requiredto comply with all of the rules that apply to listed domestic U.S. companies. Pursuant to NASDAQ Listing Rule 5615(a)(3), we have notified NASDAQ that with respect to the corporategovernance practices described below, we will instead follow Israeli law and practice and accordingly will not follow the NASDAQ Listing Rules. Except for the differences described below,we do not believe there are any significant differences between our corporate governance practices and those that apply to a U.S. domestic issuer under the NASDAQ Global Select Marketcorporate governance rules.●Quorum for Shareholder Meetings : As permitted under the Companies Law, under a recent amendment adopted to our amended and restated articles of association, the quorumrequired for an ordinary meeting of shareholders consists of at least two shareholders present in person, by proxy or by other voting instrument, who hold at least 25% of the votingpower of our shares (and in an adjourned meeting, with some exceptions, two shareholders, regardless of the voting power associated with their shares), instead of 33 1/3% of theissued share capital required under the NASDAQ Listing Rules. ●Executive Sessions of Independent Directors : Under the Companies Law, our independent directors (as defined under the NASDAQ Listing Rules) do not need to meet regularly insessions at which only they are present, as is required of U.S. domestic issuers under NASDAQ Listing Rule 5605(b)(2). ●Independent Director Oversight of Executive Officer Compensation : As described under Item 6.C (“Board Practices”— “Board of Directors”— “Board Committees”—“Compensation Policy and Committee”), under the Companies Law, the compensation of our executives and other office holders is subject to a compensation policy and to therecommendations of a compensation committee of our board of directors that we have adopted and appointed, respectively. The required composition of that committee and theprocedure for approval of compensation under that Companies Law amendment differ slightly from those under NASDAQ Listing Rule 5605(d), which requires that the compensationof executive officers be recommended or determined solely by independent directors or by a compensation committee of the board consisting solely of independent directors (asdefined under the NASDAQ Listing Rules). While there is significant practical overlap as to who qualifies to serve on the compensation committee under the Companies Law and theNASDAQ Listing Rules, the requirements are not identical, and we comply with the Companies Law requirement. ●Independent Director Oversight of Nominations : Under Israeli law, there is no requirement to have an independent nominating committee or the independent directors of a companyselect (or recommend for selection) director nominees, as is required under NASDAQ Listing Rule 5605(e) for a U.S. domestic issuer. Our board of directors (based on therecommendation of the executive committee thereof) handles this process, as is permitted by our amended articles and the Companies Law. We also need not adopt a formal boardresolution or charter addressing the director nominations process and such related matters as may be required under the U.S. federal securities laws, as NASDAQ requires for a U.S.issuer. ●Shareholder Approval : Pursuant to Israeli law, we seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law, whichare different from, or in addition to, the requirements for seeking shareholder approval under NASDAQ Listing Rule 5635. See “Item 6. Directors, Senior Management and Employees—C. Board Practices — Fiduciary Duties of Office Holders” in this annual report for a description of the some of the transactions requiring shareholder approval under the CompaniesLaw. ●Distribution of Annual and Interim Reports : As opposed to NASDAQ Listing Rule 5250(d), which requires listed issuers to make annual and quarterly reports available toshareholders in one of a number of specific manners, Israeli law does not require us to distribute such reports directly to shareholders, and the generally accepted business practice inIsrael is not to distribute such reports to shareholders but to make such reports available through a public website. In addition, we will make our annual report containing auditedfinancial statements available to our shareholders at our offices (in addition to a public website). We reserve the right to limit our mailing of such report to shareholders to an upon-request basis.ITEM 16H. MINE SAFETY DISCLOSURE.Not applicable.107Table of ContentsPART IIIITEM 17. FINANCIAL STATEMENTS.We have elected to provide financial statements and related information pursuant to Item 18.ITEM 18. FINANCIAL STATEMENTSThe consolidated financial statements and the related notes required by this Item are included in this annual report beginning on page F-1.Index to Consolidated Financial Statements PageReport of Independent Registered Public Accounting FirmF-2Consolidated Balance Sheets at December 31, 2015 and 2014F-3Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2015, 2014 and 2013F-4Consolidated Statements of Changes in Equity for the Years Ended December 31, 2015, 2014 and 2013F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013F-6 to F-7Notes to the Consolidated Financial StatementsF-8 to F-46Index to Financial Statement ScheduleSchedule II-Valuation and Qualifying Accounts and ReservesS-1108Table of ContentsSTRATASYS LTD.CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2015CONTENTS Report of Independent Registered Public Accounting FirmF-2 Consolidated Financial Statements Consolidated Balance SheetsF-3 Consolidated Statements of Operations and Comprehensive LossF-4 Consolidated Statements of Changes in EquityF-5 Consolidated Statements of Cash FlowsF-6 to F-7 Notes to Consolidated Financial StatementsF-8 to F-46Schedule II - Valuation and Qualifying Accounts and ReservesS-1F-1Table of ContentsReport of Independent Registered Public Accounting FirmTo the shareholders of Stratasys Ltd.In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows presentfairly, in all material respects, the financial position of Stratasys Ltd. and its subsidiaries at December 31, 2015 and December 31, 2014, and the results of their operations and their cash flowsfor each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, thefinancial statement schedule listed in the accompanying index, presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidatedfinancial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s managementand Board of Directors are responsible for these financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in the “ Management's Annual Report on Internal Control Over Financial Reporting ” appearing underItem 15. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company’s internal control over financial reporting based onour integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan andperform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting wasmaintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates made by management and Board of Directors, and evaluating the overall financial statement presentation. Our audit ofinternal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in thecircumstances. We believe that our audits provide a reasonable basis for our opinions.As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for the classification of deferred taxes in the consolidated balancesheets due to the adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periodsare subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate./s/ Kesselman & Kesselman Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers International LimitedTel-Aviv , Israel March 21 , 2016F-2Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Balance Sheets(in thousands, except share data) December 31, 2015 2014ASSETS Current assets Cash and cash equivalents$ 257,592$ 442,141 Short-term bank deposits571595 Accounts receivable, net123,215150,806 Inventories123,658123,385 Net investment in sales-type leases11,7048,170 Prepaid expenses8,4697,931 Deferred income taxes-25,697 Other current assets21,86437,903 Total current assets547,073796,628Non-current assets Goodwill383,8531,323,502 Other intangible assets, net252,468597,903 Property, plant and equipment, net201,934157,036 Net investment in sales-type leases - long-term17,78514,822 Deferred income taxes and other non-current assets11,2439,216 Total non-current assets867,2832,102,479Total assets$1,414,356$2,899,107 LIABILITIES AND EQUITY Current liabilities Accounts payable$39,021$37,359 Short-term debt-50,000 Accrued expenses and other current liabilities31,31434,514 Accrued compensation and related benefits34,05242,332 Income taxes payable11,39513,246 Obligations in connection with acquisitions4,63628,092 Deferred revenues52,30945,023 Total current liabilities172,727250,566Non-current liabilities Obligations in connection with acquisitions - long-term4,35426,461 Deferred tax liabilities16,04055,835 Deferred revenues - long-term7,6275,946 Other non-current liabilities22,42825,091 Total non-current liabilities50,449113,333Total liabilities$223,176$363,899 Commitments and contingencies (see note 10) Redeemable non-controlling interests2,3793,969 Equity Ordinary shares, NIS 0.01 nominal value, authorized 180,000 thousands shares; 52,082 thousands shares and 50,923 thousands shares issued and outstanding at December 31, 2015 and 2014, respectively141139 Additional paid-in capital2,605,9572,568,149 Accumulated other comprehensive loss(10,774)(3,647) Accumulated deficit(1,406,706)(33,871) Equity attributable to Stratasys Ltd.1,188,6182,530,770 Non-controlling interests183469 Total equity1,188,8012,531,239Total liabilities and equity$1,414,356$2,899,107The accompanying notes are an integral part of these consolidated financial statements.F-3Table of ContentsSTRATASYS LTD.CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Operations and Comprehensive Loss(in thousands, except share and per share data)Years Ended December 31, 2015 2014 2013Net sales Products$ 503,946$ 612,138$ 414,853 Services192,049137,99169,550 695,995750,129484,403Cost of sales Products466,221302,838213,427 Services127,60284,89744,803 593,823387,735258,230Gross profit102,172362,394226,173 Operating expenses Research and development, net122,36082,27052,310 Selling, general and administrative434,619351,993202,040 Goodwill impairment942,408102,470- Change in fair value of obligations in connection with acquisitions(23,671)(26,150)7541,475,716510,583255,104Operating loss(1,373,544)(148,189)(28,931) Financial expense, net(10,287)(6,529)(450)Loss before income taxes(1,383,831)(154,718)(29,381) Income taxes(10,320)(35,248)(2,474)Net loss(1,373,511)(119,470)(26,907) Net income (loss) attributable to non-controlling interests(676)(50)47Net loss attributable to Stratasys Ltd.$(1,372,835)$(119,420)$(26,954) Net loss per ordinary share attributable to Stratasys Ltd. Basic$(26.64)$(2.39)$(0.64) Diluted$(26.64)$(2.39)$(0.68) Weighted average ordinary shares outstanding Basic51,59250,01942,079 Diluted51,59250,01942,099 Comprehensive LossNet loss$(1,373,511)$(119,470)$(26,907)Other comprehensive income (loss), net of tax: Losses on securities reclassified into earnings-167- Foreign currency translation adjustments(8,263)(4,326)2,036 Unrealized gains (losses) on derivatives designated as cash flow hedge1,136(1,396)153Other comprehensive income (loss), net of tax(7,127)(5,555)2,189Comprehensive loss(1,380,638)(125,025)(24,718) Comprehensive income (loss) attributable to non-controlling interests(676)(50)90Comprehensive loss attributable to Stratasys Ltd.$(1,379,962)$(124,975)$(24,808)The accompanying notes are an integral part of these consolidated financial statements.F-4Table of ContentsSTRATASYS LTD.CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Changes in Equity(in thousands )Years Ended December 31, 2015, 2014, and 2013RetainedAccumulatedAdditionalEarningsOtherEquityOrdinary SharesPaid-In(accumulatedComprehensiveattributable toNon-controllingTotal Number of shares Par Value Capital deficit) Income (Loss) Stratasys Ltd. Interest EquityBalances, January 1, 201338,372$101$1,459,294$112,503$(238)$1,571,660$496$1,572,156Issuance of shares in connection with stock-based compensation plans1,742412,447--12,451-12,451Tax benefit from stock-based compensation plans and warrant--643--643-643Stock-based compensation--24,262--24,262-24,262Issuance of shares in connection with public offering5,17515463,893--463,908-463,908Issuance of shares and options in connection with acquisitions3,92213453,204--453,217-453,217Acquisition of non-controlling interests--(1,546)--(1,546) (586)(2,132)Comprehensive income (loss)--(26,954)2,146(24,808)90(24,718)Balances, December 31, 201349,211$133$2,412,197$85,549$1,908$ 2,499,787$-$ 2,499,787Issuance of shares in connection with stock-based compensation plans55827,904--7,906-7,906Stock-based compensation--30,207--30,207-30,207Issuance of shares and options in connection with acquisitions1,1544117,841--117,845-117,845Non-controlling interests arising from acquisitions------519519Comprehensive loss---(119,420)(5,555)(124,975)(50)(125,025)Balances, December 31, 201450,923$139$2,568,149$(33,871)$(3,647)$2,530,770$469$2,531,239Issuance of shares in connection with stock-based compensation plans260-2,871--2,871-2,871Stock-based compensation--30,010--30,010-30,010Tax deficit from stock-based compensation plans--(1,706)--(1,706)-(1,706)Issuance of shares for settlements of obligations in connection with acquisitions and other related items , net89928,433--8,435-8,435Adjustment to redemption value of redeemable non-controlling interests--(1,800)--(1,800)-(1,800)Comprehensive loss---(1,372,835)(7,127)(1,379,962)(286)(1,380,248)Balances, December 31, 201552,082141 2,605,957 (1,406,706) (10,774)1,188,6181831,188,801 The accompanying notes are an integral part of these consolidated financial statements.F-5Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Cash Flows(in thousands) Years ended December 31, 2015 2014 2013Cash flows from operating activities Net loss$ (1,373,511)$ (119,470)$ (26,907) Adjustments to reconcile net loss to net cash provided by operating activities: Goodwill impairment942,408102,470- Impairment of other long-lived assets288,97714,636- Depreciation and amortization108,395109,42992,436 Stock-based compensation30,01030,20724,262 Foreign currency transaction loss (gain)8,61210,327(1,470) Deferred income taxes(19,129)(53,887)(19,449) Change in fair value of obligations in connection with acquisitions(23,671)(26,150)754 Excess tax benefit from stock options and warrant--(2,817) Other non-cash items17275(53) Change in cash attributable to changes in operating assets and liabilities, net of the impact of acquisitions: Accounts receivable, net25,075(46,717)(32,763) Inventories(12,408)(39,370)(27,102) Net investment in sales-type leases(6,497)(5,078)(4,909) Other current assets and prepaid expenses11,262(10,537)1,222 Other non-current assets(439)1,558(1,625) Accounts payable(1,937)(4,305)(8,519) Other current liabilities(7,464)31,04714,000 Deferred revenues10,14112,66211,601 Other non-current liabilities(1,751)6,71913,368Net cash provided by (used in) operating activities(21,910)13,81632,029 Cash flows from investing activities Purchase of property and equipment(84,299)(60,497)(33,276) Proceeds from maturities of bank deposits and restricted deposits191,741 551,36445,433 Investment in bank deposits and restricted deposits (187,264)(361,571) (225,740) Cash paid for acquisitions, net of cash acquired(9,905)(151,057)(8,758) Acquisition of intangible assets(2,747)(3,087) (4,663) Purchase of long-term investments(250) (3,767)- Proceeds from maturities and sales of marketable securities-1,634- Other investing activities(378)(458)253Net cash used in investing activities(93,102)(27,439)(226,751) Cash flows from financing activities Repayment of short-term debt(175,000)-- Proceeds from short-term debt125,00050,000- Payment of obligations in connection with acquisitions(19,875)(10,795)- Proceeds from exercise of stock options and warrant 2,8717,90612,451 Proceeds from follow-on offering, net of issuance costs--462,872 Excess tax benefit from stock options and warrant--2,817 Acquisition of non-controlling interest-(2,170)- Other financing activities--(3,225)Net cash provided by (used in) financing activities(67,004)44,941474,915 Effect of exchange rate changes on cash and cash equivalents(2,533)(3,265)69 Net change in cash and cash equivalents(184,549)28,053280,262Cash and cash equivalents, beginning of year442,141414,088133,826 Cash and cash equivalents, end of year$257,592$442,141$414,088The accompanying notes are an integral part of these consolidated financial statements.F-6Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Cash Flows(in thousands) Years ended December 31, 2015 2014 2013Supplemental disclosure of cash flow information Cash paid for Income taxes$13,487$6,241$3,300 Cash paid for interest 1,514235- Transfer of inventory to fixed assets8,88610,9336,279 Transfer of fixed assets to inventory3,6613,819316 Fair value of assets acquired, including $509, $6,502 and $3,405 of cash acquired for the years ended December 31, 2015, 2014 and 2013, respectively$12,570$360,595$573,604 Less liabilities assumed(2,156)(22,416)(79,954) Net acquired assets$10,414$338,179$493,650 Cash paid for merger and acquisitions$10,414 $157,559 $12,163 Shares and other consideration- 180,620 481,487 Total consideration paid for merger and acquisitions$ 10,414$ 338,179$ 493,650The accompanying notes are an integral part of these consolidated financial statements.F-7Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1. Nature of Operations and Summary of Significant Accounting Policiesa. Nature of OperationsStratasys Ltd. (collectively with its subsidiaries, the “Company”) is a 3D solutions company, offering additive manufacturing (“AM”) solutions for the creation of parts used in theprocesses of designing and manufacturing products and for the direct manufacture of end parts. The Company’s solutions include products ranging from entry-level desktop 3D printers tosystems for rapid prototyping (“RP”) and large production systems for direct digital manufacturing (“DDM”). The Company also develops, manufactures and sells materials for use with itssystems and provides related service offerings. The Company also provides a variety of custom manufacturing solutions through its direct manufacturing printed parts service as well as 3Dprinting related professional services offerings.The Company has one operating segment, which generates revenues via the sale of its 3D printing systems and related consumables and by providing additive manufacturing solutions.The Company operates mainly through offices in Israel, the United States, Germany, Hong Kong and Japan. Entity-wide disclosures on net sales and property, plant and equipment arepresented in note 13.b. Summary of Significant Accounting PoliciesBasis of PresentationThe consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Stratasys Ltd., its majority-owned subsidiaries and Variable Interest Entity (“VIE”) in which the Company isconsidered the primary beneficiary. All intercompany accounts and transactions, including profits from intercompany sales not yet realized outside the Company, have been eliminated inconsolidation.Functional Currency and Foreign Currency TransactionsA major part of the Company’s operations are carried out by Stratasys Ltd. in Israel and its subsidiaries in the United States. The functional currency of these entities is the U.S. dollar(“dollar” or “$”). The functional currency of other subsidiaries is generally their local currency. The financial statements of those subsidiaries are included in the consolidated financialstatements, based on translation into U.S. dollars. The effects of foreign currency translation adjustments are included in the Company’s shareholders’ equity as a component of accumulatedother comprehensive loss in the accompanying consolidated balance sheets and related periodic movements are summarized as a line item in the Company’s consolidated statements ofcomprehensive loss. Gains and losses arising from foreign currency remeasurements of balances denominated in non-functional currencies are reflected in financial expense, net in theconsolidated statements of operations and comprehensive loss.Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to makeestimates using assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses duringthe reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to theseconsolidated financial statements, the most significant estimates relate to revenue recognition, inventories, fair value of stock-based compensation, obligations in connection with acquisitions,intangible assets and goodwill, uncertain tax positions, valuation allowances and contingent liabilities.Fair Value MeasurementsFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Ahierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the mostobservable inputs be used when available.F-8Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSObservable inputs are inputs that are developed using market data, such as publicly available information about actual events or transactions, and that reflect the assumptions that marketparticipants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data are not available and that are developed using the best information availableabout the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy categorizes into three levels. Level 1 inputs are quoted prices (unadjusted)in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs include inputs other than quoted prices included within Level 1that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The fair value hierarchy gives the highest priority toquoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Categorization within thevaluation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.Cash and Cash EquivalentsAll highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, with maturities of ninety days or less when acquired, are considered tobe cash equivalents.Short-term Bank DepositsShort-term bank deposits are deposits with maturities of more than ninety days and up to one year. Short-term bank deposits are presented at their cost, including accrued interest.Accounts Receivable and Net investment in Sales-Type LeasesAccounts receivable and net investment in sales-type leases are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. The Company estimatesthe collectability of its accounts receivable balances and adjusts its allowance for doubtful accounts accordingly. The Company carries its investment in sales-type leases based on discountingthe minimum lease payments by the interest rate implicit in the lease and less an allowance for doubtful accounts (see also note 5).On a periodic basis, the Company evaluates its accounts receivable and its investment in sales-type leases and establishes an allowance for doubtful accounts based on past write-offs andcollections, current credit conditions and the age of the balances. The Company evaluates a number of factors to assess collectability, including an evaluation of the creditworthiness of thespecific customer, past due amounts, payment history, and current economic conditions.Allowance for doubtful accounts due to the Company’s accounts receivable amounted to $675 thousands and $1,025 thousands as of December 31, 2015 and 2014, respectively.Allowance for doubtful accounts due to the Company’s investment in sales-type leases amounted to $682 thousands and $452 thousands as of December 31, 2015 and 2014, respectively.Accounts are written-off against the allowance when management deems the accounts are no longer collectible. Changes in the allowance for doubtful accounts are recognized in selling,general and administrative expenses.Derivative Instruments and Hedge AccountingThe Company is exposed to global market risks and to the risk that its earnings, cash flows and equity could be adversely impacted by fluctuations in foreign exchange rates. As part of theCompany’s risk management strategy, it uses foreign currency exchange forward contracts to hedge against certain foreign currency exposures. The Company does not enter into derivativetransactions for trading purposes. The Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at their fair value on a trade date basis.Derivatives in a gain position are reported in other current assets in the consolidated balance sheets and derivatives in a loss position are recorded in accrued expenses and other currentliabilities in the consolidated balance sheets, on a gross basis.On the date that the Company enters into a derivative contract, it designates the derivative for accounting purposes, as either a hedging instrument which qualifies for hedge accounting oras a non-hedging instrument which does not qualify for hedge accounting. In order to qualify for hedge accounting, the Company formally documents at the inception of each hedgingrelationship the hedging instrument, the hedged item, the risk management objective and strategy for undertaking each hedging relationship, and the method used to assess hedgeeffectiveness.F-9Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor each hedging instrument that hedges the exposure to variability in expected future cash flows and that is designated and effective as a cash flow hedge, the effective portion of theunrealized gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss in the Company’s shareholders’ equity and is reclassified intoearnings in the same period and in the same line item in which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, isrecognized in financial expense, net. The cash flows associated with these derivatives are reported in the consolidated statements of cash flows consistently with the classification of cashflows from the underlying hedged items that these derivatives are hedging.For non-hedging instruments, the Company records the changes in fair value of derivative instruments in financial expense, net in the consolidated statements of operations andcomprehensive loss. The cash flows associated with these derivatives are reflected as cash flows from operating activities in the consolidated statements of cash flows. Refer to Note 12 forfurther information regarding the Company’s derivative and hedging activities.InventoriesInventories are stated at the lower of cost or net realizable value. Cost is determined mainly using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventorycosts consist of materials, direct labor and overhead. Net realizable value is determined based on estimated selling prices in the ordinary course of business, less reasonably predictable costsof completion, disposal, and transportation. The Company periodically assesses inventory for obsolescence and excess balances and reduces the carrying value by an amount equal to thedifference between its cost and the net realizable value based on assumptions of future demand and historical sales patterns. The Company provided inventory write-downs for obsolescenceand excess inventories in the amounts of $9,824 thousands and $5,370 thousands as of December 31, 2015 and 2014, respectively.Inventories acquired in a business combination are recorded at their estimated fair value less costs of disposal and profit for sales efforts and recognized to cost of sales as that inventory issold.Property, Plant and EquipmentProperty, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or inthe case of leasehold improvements, the shorter of the lease term (including any renewal periods, if appropriate) or the estimated useful life of the asset. Repairs and maintenance are chargedto expense as incurred, while betterments and improvements that extend the useful life or add functionality of property, plant and equipment are capitalized.Depreciation is computed primarily over the following periods: Useful Life in YearsMachinery and equipment5Buildings and improvements25Computer equipment and software 3Office equipment, furniture and fixtures5The Company reviews the carrying amounts of property, plant and equipment for potential impairment when events or changes in circumstances indicate that the carrying amount of anasset may not be recoverable. In evaluating recoverability, the Company groups assets and liabilities at the lowest level such that the identifiable cash flows relating to the group are largelyindependent of the cash flows of other assets and liabilities. The Company then compares the carrying amounts of the assets or asset groups with the related estimated undiscounted futurecash flows. In the event impairment exists, an impairment charge is recorded at the amount by which the carrying amount of the asset or asset group exceeds the fair value. In addition, theremaining depreciation period for the impaired asset would be reassessed and, if necessary, revised. During the year ended December 31, 2015 the Company recorded impairment charges of$10.5 million related to certain of its facilities. Refer to Note 6 for further information.F-10Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSGoodwillGoodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiablenet assets acquired. Goodwill is not amortized but rather is tested for impairment annually at the reporting unit level, or whenever events or circumstances present an indication of impairment.Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.The primary items that generate goodwill include the value of the synergies between the acquired companies and the Company and the acquired assembled workforce, neither of whichqualifies for recognition as an intangible asset.The Company applies the Financial Accounting Standards Board (“FASB”) guidance when testing goodwill for impairment, which permits the Company to make a qualitative assessment,per a reporting unit, of whether goodwill is impaired, or opt to bypass the qualitative assessment and proceed directly to performing the first step of the two-step impairment test. If theCompany performs a qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impairedand the two-step impairment test is unnecessary. However, if the Company concludes otherwise, it is then required to perform the first step of the two-step impairment test.The first step involves comparing the fair value of a reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, theapplicable goodwill is not impaired. If the reporting unit’s carrying amount is determined to be greater than its fair value, the second step must be completed to measure the amount ofimpairment. Step two calculates the implied fair value of goodwill by deducting the fair value of all net identifiable assets, excluding goodwill, of the reporting unit from the fair value of thereporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less thanthe carrying value of the goodwill, an impairment loss equivalent to the difference is recorded.The evaluation of goodwill impairment requires the Company to make assumptions about future cash flows of the reporting unit being evaluated that include, among others, growth inrevenues, margins realized, level of operating expenses and cost of capital. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.During the year ended December 31, 2015 and 2014 the Company recorded impairment charge of $942.4 million and $102.5 million, respectively in order to reduce the carrying amountof goodwill to its implied fair value. For further details refer to note 7.Other Intangible AssetsIntangible assets and their useful lives are as follows: Weighted AverageUseful LifeDeveloped technology4Patents8Trademarks and trade names 9Customer relationships9Capitalized software development costs5In-process research and developmentIndefiniteDefinite life intangible assets are amortized using the straight-line method over their estimated period of useful life, which is determined by identifying the period over which most of thecash flows are expected to be generated. Amortization of acquired developed technology is recorded in cost of sales. Amortization of trade name, customer relationships and non-competeagreement is recorded in selling, general and administrative expenses. The Company capitalizes in-process research and development (“IPR&D”) projects acquired as part of a businesscombination. On successful completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.F-11Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor definite life intangible assets, the Company reviews the carrying amounts for potential impairment when events or changes in circumstances indicate that the carrying amount of anasset may not be recoverable. Examples of such a change in circumstances include a significant decrease in selling price, a significant adverse change in the extent or manner in which an assetis being used, or a significant adverse change in the legal or business climate. In evaluating recoverability, the Company groups assets and liabilities at the lowest level such that theidentifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The Company then compares the carrying amounts of the asset or assetsgroups with the related estimated undiscounted future cash flows. If the definite life intangible asset or assets group are considered to be impaired, an impairment charge is recorded as theamount by which the carrying amount of the asset or assets group exceeds the fair value.Fair value is determined by using an applicable discounted cash flow model. In addition, the remaining amortization period for the impaired asset would be reassessed and, if necessary,revised. During the year ended December 31, 2015 and 2014 the Company recorded impairment charges of $260.3 and $11.6 million, respectively, related to its definite life intangible assets.Refer to Note 8 for further information.Indefinite-life intangible assets are not amortized but rather tested for impairment annually, or whenever events or circumstances present an indication of impairment. The Companyapplies the FASB guidance, which permits the Company to make a qualitative assessment of whether the indefinite-lived intangible asset is impaired, or opt to bypass the qualitativeassessment and proceed directly to determine the indefinite-lived intangible asset’s fair value. If the Company determines, based on the qualitative tests, that it is not more likely than not thatthe indefinite-lived intangible asset is impaired, no further action is required. Otherwise, the Company is required to perform the quantitative impairment test by comparing the fair value ofthe indefinite-life intangible asset to the indefinite-life intangible asset carrying amount. If the indefinite-life intangible asset is considered to be impaired, an impairment charge is recorded asthe amount by which the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2015 and 2014 the Company recorded impairment charges of $18.2 and $3.0million, respectively, related to its indefinite-life intangible assets. Refer to Note 8 for further information.Contingent LiabilitiesCertain conditions, such as legal proceedings, may exist as of the date the financial statements are issued that may result in a loss to the Company, but that will only be resolved when oneor more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in suchproceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought orexpected to be sought. Such assessment inherently involves an exercise of judgment. Legal fees are expensed as incurred.Management applies the FASB guidance when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that loss would be incurredand the amount of the liability can be estimated, then the Company would record an accrued expense in the Company’s financial statements based on its best estimate. Loss contingenciesconsidered to be remote by management are generally not disclosed unless material.Revenue RecognitionThe Company derives revenue from sales of AM systems, consumables, and services. The Company’s AM systems includes software and hardware that function together to provide theessential functionality of the tangible system. The Company recognizes revenue when (1) persuasive evidence of a final agreement exists, (2) delivery has occurred or services have beenrendered, (3) the selling price is fixed or determinable, and (4) collectability is reasonably assured.Revenues from sales to resellers are generally recognized upon shipment and when title and risk of loss have been transferred to the resellers. When products and services are sold to areseller, the reseller is responsible for the installation of the system with the end user client. The Company accounts for such sales on a net basis since it is not the primary obligor in thearrangement with the end user client. Products and services sold directly by the Company to end customers are recognized based on the gross amount as the Company is the primary obligor inthe arrangement, retains inventory risk for physical products, establishes the price for its products, and assumes the credit risk for amounts billed to its customers.F-12Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRevenue from sales-type leases may include systems, other products and maintenance contracts. The Company recognizes revenue from sales-type leases based on the net present value offuture minimum lease payments. Product revenue from sales-type leases is generally recognized at the time of shipment. The portion of lease agreements related to maintenance contracts isdeferred and recognized ratably over the coverage period. Revenue from operating leases is recognized ratably over the lease period.For multiple-element arrangements the Company allocates revenue to all deliverables based on their relative selling prices and recognizes revenue when each element’s revenuerecognition criteria are met. In such circumstances, the Company uses the following hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of selling price (“BESP”).VSOE exists only when the Company sells the deliverable separately and is established based on the price charged in such stand-alone transactions. BESP reflects the Company’s bestestimates of the price at which the Company would have sold the product regularly on a stand-alone basis.Most service revenue is derived from the Company’s direct manufacturing printed parts services and sales of maintenance contracts. The Company’s direct manufacturing service revenueis recognized upon shipment or delivery of the parts, based on the terms of the sales arrangement.The Company provides customers with maintenance under a warranty agreement and defers a portion of the revenue from the related printer at the time of the sale based on the relativeselling price of those services. After the initial warranty period, the Company offers customers optional maintenance contracts ranging generally from one to three years. Deferredmaintenance revenue is recognized ratably, on a straight-line basis, over the period of the service. Unearned revenues are derived mainly from these prepaid maintenance agreements. TheCompany classifies the portion of unearned revenue not expected to be earned in the subsequent 12 months as long-term. The changes in deferred revenues relating to warranty commitmentswere as follows:December 31,December 31, 2015 2014 (U.S. $ in thousands)Balance at beginning of year15,93911,779Revenue deferred in the period 19,413 21,582 Revenue recognized in the period (21,252) (17,422)Balance at end of year$14,100$15,939The Company assesses collectability as part of the revenue recognition process. This assessment includes a number of factors such as an evaluation of the creditworthiness of thecustomer, past due amounts, past payment history, and current economic conditions. If it is determined that collectability cannot be reasonably assured, the Company will defer recognition ofrevenue until collectability is assured.Sales and Value Added TaxesTaxes collected from customers and remitted to governmental authorities are recorded on a net basis (excluded from revenues) in the Company’s consolidated statements of operations andcomprehensive loss.AdvertisingAdvertising costs are expensed as incurred and were approximately $23.5 million, $23.5 million and $13.5 million, for the years ended 2015, 2014 and 2013, respectively.Shipping and handling costsShipping and handling costs are classified as cost of revenues.F-13Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSResearch and Development CostsExpenditures for research, development and engineering of products and manufacturing processes, which consist mainly labor and materials costs are expensed as incurred. Paymentsreceived for collaborative agreements that reimburse the Company for costs actually incurred under joint development projects, are recognized as a reduction from research and developmentexpenses. Government funding for development of approved projects is recognized as a reduction of expenses as the related cost is incurred. The Company is not required to pay royalties onsales of products developed using its government funding.Income TaxesThe Company and its subsidiaries are subject to income taxes in the jurisdictions in which they operate. The Company provision for income taxes is based on statutory income tax rates inthe tax jurisdictions where it operates, permanent differences between financial reporting and tax reporting, and available credits and incentives.Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the carrying amount and tax bases ofassets and liabilities under the applicable tax laws, and on effective tax rates in effect when the deferred taxes are expected to be settled or realized. Deferred taxes for each jurisdiction arepresented as a net asset or liability, net of any valuation allowances.As of December 31, 2015 the Company’s deferred tax liabilities and assets were classified as non-current on the Company’s consolidated balance sheets, following the Company’s earlyadoption, on a prospective basis, of a new Accounting Standard Update (“ASU”) issued by the FASB that requires that all deferred tax assets and liabilities, along with any related valuationallowance, be classified as noncurrent on the consolidated balance sheets. For further information, see below under “Recently Issued Accounting Pronouncements”. As of December 31, 2014,deferred tax liabilities and assets were classified as current or non-current on the Company’s consolidated balance sheets based on the classification of the related asset or liability, oraccording to the expected reversal dates of the specific temporary differences where appropriate.Deferred tax has not been provided on the following items: 1) Taxes that would apply in the event of disposal of investments in foreign subsidiaries, as it is generally the Company’s intention to hold these investments, not to realize them. 2)Dividends distributable from the income of foreign companies as the Company does not expect these companies to distribute dividends in the foreseeable future. If these dividendswere to be paid, the Company would have to pay additional taxes at a rate of up to 25% on the distribution, and the amount would be recorded as an income tax expense in the periodthe dividend is declared. 3)Amounts of tax-exempt income generated from the Company’s current Approved Enterprises (see note 9c ) as the Company intends to permanently reinvest these profits and doesnot intend to distribute dividends from such income. If these dividends were to be paid, the Company would have to pay additional taxes at a rate up to 10% on the distribution, andthe amount would be recorded as an income tax expense in the period the dividend is declared.Valuation AllowancesValuation allowances are provided unless it is more likely than not that all or a portion of the deferred tax asset will be realized. In the determination of the appropriate valuationallowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business results, prior earnings history, carryback andcarryforward and prudent tax strategies that may enhance the likelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balancesheet date are subject to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if the company takes operational or tax positions thatcould impact the future taxable earnings of a subsidiary.F-14Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSUncertain Tax PositionsIn accordance with ASC 740, Accounting for Income Taxes , the Company takes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate thetax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the position will besustained on audit, including resolution of related appeals or litigation processes, if any. The second step is performed only if the tax position meets the more-likely-than-not recognitionthreshold and is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates these tax positionsquarterly and makes adjustments as required. The liabilities relating to uncertain tax positions are classified as current in the consolidated balance sheets to the extent the company anticipatesmaking payments within one year. The Company classifies interest and penalties recognized in the financial statements relating to uncertain tax positions under the provision for income taxes.The Company presents unrecognized tax benefits as a reduction to deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists, when settlement inthis manner is available under the applicable tax law.Stock-Based CompensationThe Company measures and recognizes compensation expense for its equity classified stock-based awards, including stock-based option awards and restricted stock units (“RSUs”) underthe Stratasys Ltd. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”) based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awardson the date of grant using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected share pricevolatility and the expected option term. The computation of expected volatility is based on historical volatility of the Company’s shares. The expected option term is calculated using thesimplified method in accordance with ASC 718, Compensation – Stock Compensation, as adequate historical experience is not available to provide a reasonable estimate . The interest rate forperiods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The Company’s expected dividend rate is zero since the Company doesnot currently pay cash dividends on its shares and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimatesin determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards couldbe materially different. Stock-based compensation expense for RSUs is measured based on the fair value of the Company’s common stock on the date of grant. The fair value of RSUs isdetermined based on the quoted price of the Company’s ordinary shares on the date of the grant. The Company recognizes stock-based compensation cost for option awards and RSUs on astraight-line basis over the employee’s requisite service period (primarily a four-year period), net of estimated forfeitures.Liability classified stock-based awards which are deemed to have a substantive cash settlement feature are accounted for in accordance with ASC 718, Compensation – StockCompensation . These awards are measured at each reporting date, based on their fair value until the awards are settled. Compensation costs for these awards are expensed over the requisiteservice period and adjusted for changes in fair value prorated for the portion of the requisite service period rendered.Earnings per ShareThe Company complies with ASC 260, Earnings per Share, which requires dual presentation of basic and diluted income (loss) per ordinary share attributable to Stratasys Ltd. for allperiods presented. Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders of Stratasys Ltd., including adjustment of redeemable non-controlling interest to its redemption amount, by the weighted average number of ordinary shares (including fully vested RSUs) outstanding for the reporting periods.In computing the Company’s diluted earnings per share, the numerator used in the basic earnings per share computation is adjusted for the dilutive effect, if any, of the Company’sdeferred payments liability revaluation to it fair value, as it may be settled in shares that would result from the assumed issuance of potential common shares. The denominator for dilutedearnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. Potential dilutive sharesoutstanding include the dilutive effect of in-the-money options and unvested restricted stock units (“RSUs”) using the treasury stock method, shares held back from issuance in connectionwith the MakerBot transaction and presumed share settlement of the Company’s deferred payments liability and other retention settlements in connection with the acquisitions.F-15Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRestructuringThe Company recognizes restructuring charges in connection with restructuring initiatives designed to adjust the Company's cost and operating structure to better align with the currentmarket environment and improve efficiencies across the Company. Restructuring charges include employee severance and associated termination costs related to the reduction of workforce,costs related to facilities closures, impairment charges on long-lived assets and contract termination costs.Business CombinationsThe Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-controlling interests in the acquiredbusiness based on their fair values at the acquisition date. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed asincurred. The excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilitiesassumed in the acquired business is recorded as goodwill. The fair value of the consideration transferred may include a combination of cash, equity securities, earn out payments and deferredpayments. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which maybe up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. TheCompany includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of acquisition.The Company records obligations in connection with its business combinations at fair value on the acquisition date. Each reporting period thereafter, the Company revalues earn-outpayments and deferred payments which are classified as liabilities and records the changes in their fair value in the consolidated statements of operations and comprehensive loss.Changes in the fair value of the obligations in connection with its business combinations can result from adjustments to the discount rates, the Company’s shares price, sales andprofitability targets. These fair value measurements represent Level 3 measurements, as they are based on significant inputs not observable in the market. Significant judgment is required indetermining the assumptions utilized as of the acquisition date and for each subsequent measurement period. Accordingly, changes in the assumptions described above could have a materialimpact on the Company’s consolidated results of operations.Redeemable Non-controlling InterestsNon-controlling interests with embedded redemption features, such as put options, whose settlement is not at the Company’s discretion, are considered redeemable non-controllinginterests. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section between liabilities and equity on the Company’sconsolidated balance sheets. Redeemable non-controlling interests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensiveincome or loss or its redemption value. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital.Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist principally of short term bank deposits, cash and cash equivalents, trade receivables,investment in sales-type leases and foreign currency exchange forward contracts. Most of the Company’s cash and cash equivalents are invested in U.S. dollar instruments with major banks inthe U.S., Israel and Europe. Management believes that the credit risk with respect to the financial institutions that hold the Company’s cash, cash equivalents and deposits is low.Concentration of credit risk with respect to accounts receivable is limited due to the relatively large number of customers and their wide geographic distribution. In addition, the Companytries to reduce its credit exposures to its accounts receivable by credit limits, credit insurance, ongoing credit evaluation and account monitoring procedures.ReclassificationsCertain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no net effect on previouslyreported results of operations.F-16Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRecently Issued Accounting PronouncementsIn February, 2016, the FASB issued a new ASU which revise lease accounting guidance. Under the new guidance, lessees will be required to recognize a right-of-use asset and a leaseliability for all leases, other than leases that meet the definition of a short-term lease. The liability and the right-of-use asset arising from the lease will be measured as the present value of thelease payments. The new standard is effective for fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The newstandard must be adopted using a modified retrospective transition approach. The Company is currently evaluating the impact of the adoption of the new lease accounting guidance on itsconsolidated financial statements.In November 2015, the FASB issued an ASU, which provides presentation requirements to classify deferred tax assets and liabilities as noncurrent on the balance sheet. This ASUeliminates the previous requirement for entities to present deferred tax liabilities and assets as current and noncurrent on the balance sheet. The amendments in this ASU are effective forreporting periods beginning after December 15, 2016, with early adoption permitted on a retrospective or prospective basis. The Company has elected to early adopt this ASU in itsconsolidated financial statements on a prospective basis. Other than the changes in balance sheet presentation of deferred income tax assets and liabilities as of December 31, 2015, theadoption of this ASU does not have a material impact on the Company’s consolidated financial statements. Prior periods were not retrospectively adjusted.In September 2015, the FASB issued an ASU, which simplifies the accounting for measurement-period adjustments. This ASU requires that the cumulative impact of a measurementperiod adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. This is a change from the previous requirement that theadjustments be recorded retrospectively. This ASU also requires disclosure regarding the portion of the adjustment recorded in the current period earnings, per line item, that would have beenrecorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective for annual reporting periods(including interim reporting periods within those periods) beginning after December 15, 2015 Early application is permitted and should be applied prospectively. The Company has earlyadopted this ASU. The adoption does not have a material effect on the Company's condensed consolidated financial statements.In July 2015, FASB issued an ASU, which simplifies the guidance on the subsequent measurement of inventory. Under this ASU, inventory will be measured at the “lower of cost and netrealizable value” and options that currently exist for “market value” will be eliminated. This ASU defines net realizable value as the “estimated selling prices in the ordinary course ofbusiness, less reasonably predictable costs of completion, disposal, and transportation”. No other changes were made to the current guidance on inventory measurement. This ASU is effectivefor interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. The Company has early adopted this ASU. Theadoption of this guidance does not have a material impact on the Company's consolidated financial statements.In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede the current revenue recognition guidance. The new revenue recognition standardprovides a unified model to determine when and how revenue is recognized. The core principle of the new revenue recognition standard is that an entity should recognize revenue to depict thetransfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The newrevenue recognition standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permittedfor annual reporting periods beginning after December 15, 2016. This standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effectrecognized as of the date of adoption. The Company is currently evaluating the impact of the adoption of the new revenue recognition standard on its consolidated financial statements.F-17Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 2. Acquisitions and Other Business ActivitiesYear ended December 31, 2015Transaction in ChinaOn February 10, 2015, the Company acquired in consideration for cash certain assets and assumed certain liabilities of Intelligent CAD/CAM Technology Ltd., a Hong Kong company.This acquisition is expected to enable the Company to expand its operations in the Chinese market.Financial information giving effect to this business combination has not been provided as the acquisition is not material.New Facility in IsraelIn April 2015, the Company purchased the rights to land and a new building under construction in Rehovot, Israel (the “new Rehovot Property”) for total consideration of approximately$39 million. The new Rehovot Property includes 11,200 square meters (approximately 121,000 square feet) of new building space under construction and additional building rights for 36,000square meters (approximately 387,500 square feet). The new Rehovot Property will house the Company’s Israeli headquarters, research and development facilities and certain marketingactivities.Restructuring planIn April 2015, the Company initiated certain restructuring actions that are intended to focus efforts on adjusting its cost and operating structure to better align with the current marketenvironment, improving and iterating products, developing new 3D printing solutions and expanding its presence in the market. These restructuring actions included a reduction in theCompany’s global workforce, consolidation of certain facilities, closing of three retail stores and other actions designed to streamline the Company’s operations and better position itself formarket penetration.During 2015 the Company incurred restructuring charges of $ 26.2 million, including $ 10.4 million charges related to workforce reductions and $ 15.8 million charges related to facilitiesconsolidation (primarily MakerBot’s facilities) , impairments of associated long-lived assets and other related costs . $9.9 million, $1.5 million and $14.8 million of these restructuring chargeswere included in cost of sales, research and development, net and selling, general and administrative expenses, respectively.RTC Rapid Technologies TransactionOn July 1, 2015 the Company acquired in consideration for cash 100% of the outstanding shares of RTC Rapid Technologies GmbH (“RTC”), which is a key channel partner in Germany.This acquisition is expected to strengthen the Company’s presence in Germany, Switzerland and Austria, and enable the Company to offer full suite of Stratasys 3D printing solutions andservices to the installed base of RTC.Financial information giving effect to this business combination has not been provided as the acquisition is not material.Termination of Credit FacilityIn September 2015, the Company terminated its $250 million five-year revolving credit facility under the credit agreement, dated November 7, 2013, with Bank of America, N.A., orBofA, as administrative agent and swing line lender, and the other lenders party thereto (the “Revolving Credit Facility”). In connection with the termination of the Revolving Credit Facility,the Company repaid all of its outstanding short-term debt thereunder, in an amount of approximately $175 million. That payment was made from the Company’s available cash balances. As aresult of the termination of its short-term debt under the Revolving Credit Facility, the Company has recorded an additional financial expense of $2.7 million which included write-off ofunamortized deferred issuance costs and fees paid for certain creditors and other third parties. The termination of the Company’s Revolving Credit Facility was executed as part of theCompany’s assessment of its policies with respect to its working capital and cash management and will enable the Company to reduce its future interest expenses.F-18Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYear ended December 31, 2014Solid Concepts TransactionOn July 14, 2014 (the “Solid Concepts transaction date”), the Company completed the acquisition of 100% of the outstanding shares of Solid Concepts Inc. (“Solid Concepts”), anindependent additive manufacturing service bureau for a total consideration of approximately $185.4 million. This transaction has enabled the Company to expand its existing digitalmanufacturing printed parts services and to create a leading strategic platform to meet a broad range of customers’ additive manufacturing needs and provide opportunities to leveragemanufacturing services capabilities.In exchange for 100% of the outstanding shares of Solid Concepts the Company issued 978,601 ordinary shares, paid cash upon closing and was obligated to pay an additional holdbackcash payment deferred for six months which was paid in January 2015. In addition, the Company is obligated to pay additional deferred payments in three separate annual installments afterthe Solid Concepts transaction date (“deferred payments”). Subject to certain requirements for cash payments, the Company retains the discretion to settle the deferred payments in its shares,cash or any combination of the two. The deferred payments are also subject to certain adjustments based on the Company’s share price. The first annual installment of the deferred paymentswas settled during July 2015.The Solid Concepts transaction is reflected in accordance with ASC Topic 805, “Business Combinations”, using the acquisition method of accounting with the Company as the acquirer.The following table summarizes the fair value of the consideration transferred to Solid Concepts stockholders for the Solid Concepts transaction: U.S. $ in thousandsIssuance of ordinary shares$97,869Cash paid upon closing40,130Holdback amount 3,839Deferred payments43,576Total fair value of consideration transferred$185,414The fair value of the ordinary shares issued was determined based on the closing market price of the Company’s ordinary shares on the Solid Concepts transaction date.The deferred payments are recognized as liabilities at fair value in the Company’s consolidated balance sheets and are classified as short-term and long-term obligations in connection withacquisitions. The fair value of the deferred payments was determined based on the closing market price of the Company’s ordinary shares on the Solid Concepts transaction date, adjusted toreflect a discount for lack of marketability for the applicable periods. The discount for lack of marketability was calculated based on the historical volatility of the Company’s share price andthus represents a Level 3 measurement within the fair value hierarchy.During July 2015, the Company issued 118,789 ordinary shares valued at $4.1 million and paid cash of $0.9 million to settle the first annual installment of the deferred payments. As ofDecember 31, 2015 the fair value of the remaining deferred payments was $7.0 million. As of December 31, 2015, the total amount of the remaining deferred payments, which does not reflecta discount for lack of marketability, was approximately $8.1 million, based on the Company’s share price as of that date.The fair value of the deferred payments is primarily linked to the Company’s share price. An increase of 10% in the Company’s share price as of December 31, 2015 would have increasedthe fair value of the remaining deferred payments by $0.7 million.In addition, changes in Level 3 inputs that were used in the fair value calculation might change the fair value of the deferred payments. A decrease of 10% in the Company’s share pricevolatility used in the calculation for discount for lack of marketability as of December 31, 2015 would increase the fair value of the Company’s deferred payments liability by approximately$0.2 million.During the years ended December 31, 2015 and 2014, the Company recorded a gain of $23.7 and $7.9 million, respectively, due to the revaluation of the deferred payments under Changein fair value of obligations in connection with acquisitions in the Company’s consolidated statements of operations and comprehensive loss.Under the terms of the definitive agreement, certain of Solid Concepts’ employees may also qualify for retention-related and other payments of $77.0 million, based on the Company’sshare price as of the Solid Concepts transaction date, of which, $19.6 million was paid in cash upon closing and was expensed as incurred during the third quarter of 2014. The remainingretention payments will be paid in three separate annual installments (“deferred retention payments”). The first annual installment of the deferred retention payments was settled during July2015.F-19Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDuring July 2015, the Company issued 117,611 ordinary shares valued at $4.1 million and paid cash of $2.8 million to settle the first annual installment of the deferred retention payments.Based on the Company’s share price as of December 31, 2015, the total remaining deferred retention payments will amount to approximately $10.0 million.The Company recorded a gain of $0.1 million and an expense of $13.1 million for the years ended December 31, 2015 and 2014, respectively, due to the deferred retention paymentsliability.Subject to certain requirements for cash payments, the Company retains the discretion to settle any of the amounts payable under the definitive agreement in its shares, cash or anycombination of the two. These amounts are also subject to certain adjustments based on the Company’s share price.In addition to the payments described above, The Company incurred approximately $2.9 million of costs related to the Solid Concepts transaction that were expensed during 2014. Thesecosts are included in selling, general and administrative costs in the Company’s consolidated statements of operations and comprehensive income.The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Solid Concepts transaction date. The allocation of the purchase price to assetsacquired and liabilities assumed was as follows:Allocation of PurchasePrice (U.S. $ in thousands)Cash and cash equivalents$3,225Accounts receivable7,995Inventories 2,391Other assets2,962Property, plant and equipment13,952Other intangible assets38,320Goodwill 125,433Total assets acquired194,278Accounts payable3,055Accrued expenses and other current liabilities5,290Total liabilities assumed8,345Non controlling interest519Net assets acquired$185,414The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of intangible assets of $38.3 million, which were mainly related tocustomer relationships. These intangible assets had a weighted average useful life of approximately 6.6 years.The fair values of the customer relationships were estimated using a discounted cash flow method with the application of the multi-period excess earnings method. Under this method, anintangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges.The useful life of the intangible assets for amortization purposes was determined considering the period of expected cash flows used to measure the fair value of the intangible assetsadjusted as appropriate for the entity-specific factors, including legal, regulatory, contractual, competitive, economic or other factors that may limit the useful life of intangible assets.During the year ended December 31, 2015, the Company recorded impairment charges of $12.4 million in order to reduce the carrying amount of intangible assets related to customerrelationships to their estimated fair value. As a result, the weighted average useful of the intangible assets related to customer relationships was changed to 6.0 years. For further informationrefer to note 8.The goodwill recognized as a result of the Solid Concepts transaction is attributable primarily to the strategic and synergistic opportunities in the entry-level portion of the additivemanufacturing spectrum, cross-selling synergies, expanded solutions portfolio, assembled workforce and economies of scale. The related goodwill and intangible assets are deductible for taxpurposes. During the year ended December 31, 2015, the Company recorded an impairment charge in order to reduce the carrying amount of Solid Concepts’ goodwill to its implied fairvalue. As a result, as of December 31, 2015, there were no remaining goodwill balance assigned to Solid Concepts. For further information refer to note 7.F-20Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe unaudited pro forma condensed financial results have been prepared using the acquisition method of accounting and are based on the historical financial information of the Companyand Solid Concepts. The unaudited pro forma condensed financial results have been prepared for illustrative purposes only and do not purport to be indicative of the results of operations thatactually would have resulted had the acquisition of Solid Concepts occurred on January 1, 2013, or of future results of the combined entities. The unaudited pro forma condensed financialinformation does not reflect any operating efficiencies and expected realization of cost savings or synergies associated with the acquisition.Unaudited supplemental pro forma combined results of operations:Year ended December 31, 2014 2013 (U.S. $ in thousands, except per share data)Net sales$785,385 $546,355 Net loss attributable to Stratasys Ltd. (106,924) (36,259)Net loss per ordinary share attributable to Stratasys Ltd.- basic and diluted$(2.12)$(0.84)Adjustments for the unaudited supplemental pro forma combined results of operations are as follows:Year ended December 31, 2014 2013(U.S. $ in thousands)Adjustments due to amortization of intangibles$2,261$6,446Adjustments due to retention bonuses(266) 27,982Adjustments due to expenses related to business combination (26,012) (20,697)Adjustments due to financial expenses related to Solid Concepts debts(406)(440)Taxes related adjustments to the supplemental pro forma10,513(755)$ (13,910)$ 12,536Solid Concepts’ results of operations were included in the Company’s consolidated statements of operations and comprehensive income loss commencing July 14, 2014. Due to the fullintegration of Solid Concepts’ operations to the Company’s direct manufacturing service operations it is impracticable to present the amounts of revenues and earnings of Solid Concepts sincethe acquisition date in the consolidated statements of operations and comprehensive loss for the period commencing July 14, 2014 through December 31, 2014.GrabCAD transactionOn September 22, 2014 the Company acquired 100% of the outstanding shares of GrabCAD Inc. (“GrabCAD”), which operates GrabCAD Workbench, a cloud based 3D computer aided-design (“CAD”) collaboration platform enabling engineering teams to manage, share and view CAD files as well as enhancing collaboration tools and improving accessibility relating to 3DCAD content.GrabCAD is expected to contribute accelerated innovation and increased value to a growing universe of customers seeking to utilize 3D printing solutions in the 3D ecosystem.Under the terms of the definitive agreement with GrabCAD, certain of GrabCAD’s employees may also qualify for certain retention-related payments.F-21Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSHarvest transactionOn August 1, 2014, the Company acquired 100% of the outstanding shares of Harvest Technologies Inc. (“Harvest”), a specialty additive manufacturing service bureau. The considerationwas primarily paid in the Company’s shares and the remaining balance will be paid in cash.This transaction, together with the Solid Concepts transaction is expected to enable the Company to expand its existing digital manufacturing printed parts services and to enhance itsexpertise in parts production, as well as materials and systems knowhow. Under the terms of the definitive agreement with Harvest, certain of Harvest’s employees may also qualify forcertain retention-related payments.Financial information giving effect to this business combination has not been provided as the acquisition is not material.MakerBot Europe transactionOn August 1, 2014 the Company acquired certain assets and liabilities of HAFNER’S BÜRO, which is MakerBot’s reseller in Germany. This acquisition will enable the Company toexpand its desktop 3D printing operations throughout the European market.The Company accounted for this transaction as a business combination. The acquisition consideration was attributed to net assets on the basis of the fair value of assets acquired andliabilities assumed based on an appraisal performed by management, which included a number of factors, including the assistance of independent appraisers.Financial information giving effect to this business combination has not been provided as the acquisition is not material.Interfacial Solutions transactionIn April 2014, the Company acquired certain assets and liabilities of Interfacial Solutions LLC (“Interfacial Solutions”), a privately held provider of thermoplastics research anddevelopment and production services. This transaction is designed to strengthen the Company’s materials research and development skills and enable it to become vertically integrated inmaterial development and manufacturing and also increase materials production space and capacity.The Company accounted for this transaction as a business combination. The acquisition consideration was attributed to net assets on the basis of the fair value of assets acquired andliabilities assumed based on an appraisal performed by management, which included a number of factors, including the assistance of independent appraisers.Financial information giving effect to this business combination has not been provided as the acquisition is not material.Year ended December 31, 2013MakerBot transactionOn August 15, 2013 (the “MakerBot transaction date”) the Company acquired privately held Cooperation Technology Corporation (“MakerBot”) for an aggregate purchase price of$493.7 million (the “MakerBot transaction”) which was calculated based on the Company’s share price as of the MakerBot transaction date.In exchange for 100% of MakerBot’s outstanding capital stock, the Company issued 3.92 million ordinary shares, made tax withholding payments on behalf of certain shareholders in lieuof issuing 115 thousand shares, held back from issuing 655 thousand shares to secure the indemnification rights of Stratasys and issued Stratasys options in exchange for certain MakerBotoptions with a fully diluted equivalent of 73 thousand shares.In addition, 655 thousand shares were held back after the MakerBot transaction date to secure the indemnification rights of the Company against any losses resulting from certain specifiedcauses. During the second quarter of 2015, at the end of the hold-back period, the Company issued approximately 651 thousands shares to MakerBot’s shareholders, following settlements ofcertain indemnification rights.F-22Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe MakerBot transaction is reflected in accordance with ASC Topic 805, “Business Combinations,” using the acquisition method of accounting with the Company as the acquirer. Thetotal consideration transferred to effect the MakerBot transaction is as follows: U.S. $ in thousandsIssuance of ordinary shares to MakerBot stockholders$446,019Tax withholding and other payments on behalf of MakerBot stockholders12,163Exchange of MakerBot stock options for the Company options7,198Earn-out at estimated fair value28,270Total consideration$493,650The $7.2 million fair value of the MakerBot stock options exchanged for Stratasys stock options was attributable to service prior to the MakerBot transaction date and was determinedusing the Stratasys share price on the MakerBot transaction date as an input to the Black-Scholes valuation model to determine the fair value of the options. The following assumptions wereapplied in determining the fair value of the exchanged MakerBot stock options:Risk-free interest rate 0.36%Expected option term1.38 yearsExpected price volatility59.41%Dividend yield—Weighted average merger date fair value$92.73The computation of expected volatility was based on historical volatility of the Company’s stock. The expected option term was calculated in accordance with a combination of historicalexperience and the simplified method in ASC 718. The interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of theMakerBot transaction.In accordance with ASC Topic 805, the estimated earn-out obligations as of the MakerBot transaction date were included in the purchase price. The estimated fair value of the obligationsis based on management’s assessment of whether, and at what level, the financial metrics will be achieved, and the present value factors associated with the timing of the payments. Becausethe amount of the earn-out obligation is based on the Company’s ordinary shares, changes in the price of the Company’s ordinary shares through the earn-out determination date will changethe dollar obligation. Management re-measured the fair value of the earn-out obligations at the end of each reporting period, with any changes in fair value being recorded in that period’sstatement of operations and comprehensive loss . The fair value was estimated based on a Monte Carlo simulation, under which many scenarios are computed to measure possible outcomes ofthe financial metrics and the likelihood of occurrence. The resultant probability-weighted financial metrics are then applied to the earn-out formula to determine the cash flows under the earn-out. Those cash flows were then discounted using rates of the yields for U.S. treasury bonds with similar terms to maturity.This earn-out obligation fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.Using this valuation technique, the fair value of the contractual obligation to pay the MakerBot earn-out was determined to be approximately $28.3 million at the MakerBot transaction date.Under the transaction agreement, MakerBot stockholders were eligible for two earn-out payments. The first was for the six-month period ended December 31, 2013, which amounted to$10.8 million and which was paid in cash during April 2014. The second earn-out period was for the year ended December 31, 2014, for which MakerBot stockholders could qualify for a totalpayment of up to approximately 0.8 million of the Company’s ordinary shares, depending on the level of achievement of financial metrics for the period. The second earn-out payment wasnot earned, thus there would be no additional payments or issuance of the Company’s ordinary shares for MakerBot stockholders. During the year ended December 31, 2014 , the Companyrecorded income of $18.3 million under change in fair value of obligations in connection with acquisitions in the Company’s consolidated statements of operations and comprehensiveincome.Certain MakerBot employees participated in a performance bonus plan adopted in connection with the MakerBot transaction. Participating employees were entitled, contingent on certaincontinuing employment conditions, to bonus payments of compensation that in the aggregate that are equal, dollar-for-dollar, to the actual amounts determined in the earn-out calculation.Accordingly, an amount of $10.8 million was earned in connection with the performance bonus plan for the first earn-out period. Since the second earn-out payment was not earned, therelated bonus payments were not paid.F-23Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSUnder the acquisition method of accounting, the net tangible and intangible assets of MakerBot acquired were recorded at their fair values at the MakerBot transaction date. The allocationof the purchase price to assets acquired and liabilities assumed was as follows:Allocation ofPurchase PriceU.S. $ in thousandsCash and cash equivalents $3,405Accounts receivable – Trade878Accounts receivable - Other923Deferred tax assets5,964Inventories10,314Property, plant and equipment4,658Goodwill372,008Intangible assets168,386Other non-current assets7,068Total assets acquired573,604Accounts payable & other liabilities6,581Unearned revenue4,075Deferred tax liabilities69,120Other non-current liabilities178Total liabilities assumed79,954Net assets acquired$493,650The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of the following intangible assets:Weighted AverageU.S. $ in thousandsLife (Years)Developed technology $43,227 5Trade name42,13411Customer relationships – Distributors19,31510Customer relationships – Direct 3,4351Non-compete agreement 10,0044IPR&D – Printers34,189IndefiniteIPR&D – Peripherals16,082IndefiniteTotal$168,386The fair values of the developed technology, in-process research and development (“IPR&D”), customer relationships and non-compete agreement were estimated using a discountedpresent value income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset.Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. The non-compete agreement restricts a key individual fromcompeting with the Company for a period of four years from the MakerBot transaction date. The fair value of the trade name was estimated using an income approach, specifically known asthe relief from royalty method. The relief from royalty method is based on the hypothetical royalty stream that would be received if the Company were to license the trade name and wasbased on expected revenues. The useful life of the intangible assets for amortization purposes was determined considering the period of expected cash flows used to measure the fair value ofthe intangible assets adjusted as appropriate for the entity-specific factors, including legal, regulatory, contractual, competitive, economic or other factors that may limit the useful life ofintangible assets.During the years ended December 31, 2015 and 2014 the Company recorded impairment charges of $108.7 million and $11.6 million, respectively, in order to reduce the carrying amountof those intangibles assets to their estimated fair value. As a result, the weighted average useful life of those intangibles assets has changed. For further information refer to note 8.F-24Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe goodwill recognized as a result of the MakerBot transaction is attributable primarily to the strategic and synergistic opportunities in the entry level portion of the additivemanufacturing spectrum, expected corporate synergies and the assembled workforce. None of the goodwill recognized is deductible for income tax purposes.During the years ended December 31, 2015 and 2014 the Company recorded impairment charges of $269.5 million and $102.5 million, respectively, in order to reduce the carryingamount of Makerbot’s goodwill to its implied fair value. As a result, as of December 31, 2015, there were no remaining goodwill balance assigned to MakerBot. For further information referto note 7.The Company incurred $6.1 million of costs related to the MakerBot transaction that were expensed during 2013. These costs are included in selling, general and administrative costs inthe Company’s consolidated statements of operations and comprehensive income.The unaudited pro forma condensed financial results have been prepared for illustrative purposes only and do not purport to be indicative of the results of operations that actually wouldhave resulted had the acquisition of MakerBot occurred on January 1, 2012, or of future results of the combined entities. The unaudited pro forma condensed combined financial informationdoes not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition.Unaudited supplemental pro forma combined results of operations:Year ended December 31, 2013(U.S. $ in thousands, exceptper share data)Net sales $ 518,714Net loss attributable to Stratasys Ltd.(23,928)Net loss per ordinary share attributable to Stratasys Ltd.- basic(0.54)Net loss per ordinary share attributable to Stratasys Ltd.- diluted$(0.54)Adjustments for the unaudited supplemental pro forma combined results of operations are as follows:Year endedDecember 31, 2013(U.S. $ in thousands)Increase in amortization of intangibles $14,139Adjust performance bonus expenses(163)Adjust expenses related to business combination (deal fees, inventory and deferred revenues step-up and earn-out revaluation)(11,301)Taxes related adjustments to the supplemental pro forma(4,239)$ (1,564)Actual MakerBot results of operations included in the Consolidated Results of Operations:Year endedDecember 31, 2013(U.S. $ in thousands)Net sales$35,603Loss attributable to MakerBot $ (5,306)MakerBot results of operations were included in the Company’s consolidated statements of operations and comprehensive income commencing August 15, 2013.F-25Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 3. Fair Value MeasurementThe following tables summarize the Company’s financial assets and liabilities that are carried at fair value on a recurring basis, by fair value hierarchy, in its consolidated balance sheets:December 31, 2015(U.S. $ in thousands)Level 2Level 3TotalAssets: Foreign exchange forward contracts not designated as hedging instruments $866 $- $866 Foreign exchange forward contracts designated as hedging instruments23-23 Liabilities: Foreign exchange forward contracts not designated as hedging instruments(432)-(432) Foreign exchange forward contracts designated as hedging instruments(131)-(131) Obligations in connection with acquisitions-(6,991)(6,991)$ 326$ (6,991)$ (6,665) December 31, 2014(U.S. $ in thousands)Level 2Level 3TotalAssets: Foreign exchange forward contracts not designated as hedging instruments$3,753$ -$3,753 Liabilities: Foreign exchange forward contracts not designated as hedging instruments(2,901)-(2,901) Foreign exchange forward contracts designated as hedging instruments(1,243)-(1,243) Obligations in connection with acquisitions-(35,656)(35,656)$(391)$(35,656)$(36,047)The Company’s foreign exchange forward contracts are classified as Level 2, as they are not actively traded and are valued using pricing models that use observable market inputs,including interest rate curves and both forward and spot prices for currencies (Level 2 inputs).Other financial instruments consist mainly of cash and cash equivalents, short-term bank deposits, current and non-current receivables, net investment in sales-type leases, short-term debt,accounts payable and other current liabilities. The fair value of these financial instruments approximates their carrying values.The following table is a reconciliation of the change for those financial liabilities where fair value measurements are estimated utilizing Level 3 inputs, which consist of obligations inconnection with acquisitions:20152014(U.S. $ in thousands)Fair value as of January 1, $35,656 $29,025Settlements(4,994)(10,795)Additions-43,576Change in fair value recognized in earnings(23,671)(26,150)Fair value as of December 31,$ 6,991$ 35,656F-26Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company’s settlements during 2015 and 2014 of the obligations in connection with acquisitions are related to the deferred payments for the Solid Concepts transaction and the earn-out payment for the MakerBot transaction, respectively. The Company’s additions to obligations in connection with acquisitions during 2014 related to the deferred payments in connectionwith the Solid Concepts transaction. Change in fair value recognized in earnings during 2015 includes an unrealized gain of approximately $17.5 million and a realized gain of $6.2 milliondue to revaluation of the deferred payments in connection with the Solid Concepts transaction. Change in fair value recognized in earnings during 2014 includes approximately $7.9 millionunrealized gain due to revaluation of the deferred payments in connection with the Solid Concepts transaction and a realized gain of $18.2 million in connection with the earn-out payment ofthe MakerBot transaction. For further information on these obligations refer to note 2.Note 4. InventoriesInventories consisted of the following:December 31, December 31,20152014(U.S. $ in thousands)Finished goods $78,604 $66,779Work-in-process6,5597,815Raw materials38,49548,791$123,658$123,385Note 5. Net Investment in Sales-type LeasesCertain sales made under lease arrangements are recorded as sales-type leases and may include systems, other products and maintenance contracts. The portion of lease arrangementsrelated to maintenance contracts is deferred and recognized ratably over the coverage period.The Company’s net investment in sales-type leases consisted of the following:December 31,December 31,20152014(U.S. $ in thousands)Future minimum lease payments receivable$31,858$24,930Less allowance for doubtful accounts(682)(452)Net future minimum lease payment receivable 31,176 24,478Less unearned interest income(1,687)(1,486)Net investment in sales-type leases$ 29,489$ 22,992Future minimum lease payments due from customers under sales-type leases as of December 31, 2015 were as follows:U.S. $ in thousandsYear ending December 31,2016 $13,2492017 9,22920186,18920192,2932020 and thereafter898$31,858The interest income for sales-type leases is recorded in financial expense, net and amounted to approximately $1.0 million, $0.8 million and $0.5 million for the years ended December 31,2015, 2014 and 2013, respectively.F-27Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 6. Property, Plant and EquipmentProperty, plant and equipment, net consisted of the following:December 31,December 31,20152014(U.S. $ in thousands)Machinery and equipment $114,049 $95,558Buildings and improvements104,81853,171Computer equipment and software48,24940,556Office equipment, furniture and fixtures16,40014,559Land19,67411,102303,190214,946Accumulated depreciation(111,348)(84,228)191,842130,718Construction work in progress10,09226,318$ 201,934$ 157,036Depreciation expenses were $33.4 million, $26.2 million and $14.6 million in the years ended December 31, 2015, 2014 and 2013, respectively.During the year ended December 31, 2015, the Company recorded impairment charges of $10.5 million, related to certain of its facilities in the United States, of which $6.2 million wereclassified as cost of sales and the remaining amount was classified as selling, general and administrative expenses. The impairment charges was determined based on management decisionsregarding the expected use of those facilities as part of the Company’s restructuring actions, which triggered a reassessment of those facilities’ fair value.Note 7. GoodwillChanges in the carrying amount of the Company’s goodwill for the years ended December 31, 2015 and 2014 were as follows:20152014(U.S. $ in millions)Goodwill as of January 1, $ 1,323.5 $ 1,195.9Goodwill impairment charges(942.4)(102.5)Goodwill acquired5.4233.3Translation differences(2.7)(3.2)Goodwill as of December 31,$383.9$1,323.5Goodwill impairment charges for the year ended December 31, 2015The Company reviews goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. During2015, the Company determined that certain indicators of potential impairment existed that required interim goodwill impairment analysis. Accordingly, the Company performed a quantitativetwo-step assessment for goodwill impairment for each of its reporting units as described below.As part of the first step of the two-step impairment test, the Company compared the fair value of each of its reporting unit to its carrying value and determined whether the carryingamount of its reporting units exceeded their fair values. The Company estimated the fair value of each of its reporting units by using an income approach based on discounted cash flows,which utilized Level 3 measures that represent unobservable inputs into the Company’s valuation method.F-28Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe assumptions used to estimate the fair value of the Company’s reporting units were based on expected future cash flows and an estimated terminal value using a terminal year growthrate based on the growth prospects for each reporting unit. The Company used an applicable discount rate for each of its reporting units which reflected the associated specific risks for eachreporting unit’s future cash flows. The Company also tested the reasonableness of the estimated fair values of its reporting units by comparing the indicative valuation multiples of thereporting units to their relevant peer companies. In addition, the Company compared the sum of each of its reporting units’ fair values to its market capitalization and calculated the impliedcontrol premium (the excess of the sum of the reporting units’ fair values over the market capitalization). The Company evaluated the reasonableness of its control premium by comparing it tocontrol premiums derived from recent comparable transactions.The Company performed the following quantitative assessments for goodwill impairment during 2015:First quarter of 2015During the first quarter of 2015 , the Company performed a quantitative assessment for goodwill impairment for its MakerBot reporting unit. The indicators for the quantitative assessmentfor goodwill impairment for the MakerBot reporting unit included a decrease in MakerBot’s operating results in the first quarter of 2015 as compared to the fourth quarter of 2014 and belowthe Company’s previous projections, as well as lower forecasted profitability due to increasing competition and other deteriorated trends in the 3D desktop market. The Company updated itsMakerbot reporting unit cash flow projections and related assumptions based on the indicators mentioned above and performed the two-step goodwill impairment test. The updated MakerBotreporting unit’s impairment analysis performed as part of step two of the goodwill impairment test determined that the carrying amount of goodwill assigned to the MakerBot reporting unitexceeded its implied fair value. As a result, the Company recorded a non-tax deductible impairment charge of $150.4 million, in order to reduce the carrying amount of goodwill to its impliedfair value.Second quarter of 2015During the second quarter of 2015, the Company determined that certain indicators of potential impairment existed that required an interim goodwill impairment analysis for all of itsreporting units. These indicators included a significant decrease in the Company’s share price and weaker than expected operating results of its reporting units for the second quarter of 2015,as well as increased uncertainty in the 3D printing industry. Accordingly, the Company performed a quantitative assessment for goodwill impairment for each of its reporting units.The quantitative assessment for goodwill impairment indicated that the fair value of all of the Company’s reporting units exceeded their carrying amounts.Third quarter of 2015During the third quarter of 2015, the Company determined that additional indicators of potential impairment existed that required an interim goodwill impairment analysis for all of itsreporting units. These indicators included a further significant decline in the Company’s market capitalization for a sustained period and weaker than expected operating results of its reportingunits for the third quarter of 2015. These indicators along with certain reorganization initiatives for the Company’s operations and the increased uncertainty in the 3D printing environmentresulted in changes of the Company’s near-term cash flows projections. The lower near-term cash flows projections reflected changes in assumptions related to organic revenue growth rates,negative effect of exchange rate differences, costs and operating structure, the expected timing of synergies resulted from acquisitions and the timing of utilization of strategic opportunities inlight of the overall weakness in the uncertain 3D printing marketplace. Accordingly, the Company updated its cash flow projections and related assumptions based on the indicators set forthabove for each of its reporting units and performed a preliminary two-step goodwill impairment test which resulted in a goodwill impairment charge of $695.5 million recorded during thethird quarter of 2015.The two-step goodwill impairment test was completed during the fourth quarter of 2015 and resulted in an additional impairment charge of $96.5 million. The impairment analysisperformed as part of the step two of the goodwill impairment test determined that the carrying amount of goodwill assigned exceeded its implied fair value for each of the Company’sreporting units, as follows:F-29Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSStratasys-Objet Reporting UnitFor its Stratasys-Objet reporting unit, Company recorded a non-tax-deductible impairment charge of $537.1 million, in order to reduce the carrying amount of goodwill to its implied fairvalue.When evaluating the fair value of its Stratasys-Objet reporting unit , the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value include:(a) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimatedterminal value using a terminal year growth rate of 3.3% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 12.0% based on management’s bestestimate of the after-tax weighted average cost of capital.A decrease in the terminal year growth rate of 1% or an increase of 1% to the discount rate would reduce the fair value of Stratasys-Objet reporting unit by approximately $102 millionand $156 million, respectively.MakerBot Reporting UnitFor its MakerBot reporting unit, for which the Company previously recorded a non-tax-deductible impairment charges as described above, the Company recorded an additional non-tax-deductible impairment charge of $125.1 million, in order to reduce the carrying amount of goodwill to its implied fair value.When evaluating the fair value of it MakerBot reporting unit, the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value include: (a)expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimatedterminal value using a terminal year growth rate of 3.3% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 13.5% based on management’s bestestimate of the after-tax weighted average cost of capital.As of December 31, 2015, there was no remaining goodwill balance assigned to MakerBot reporting unit.SDM Reporting UnitFor its SDM reporting unit, the Company recorded a non-tax-deductible impairment charge of $ 105.2 million, in order to reduce the carrying amount of goodwill to its implied fair value.When evaluating the fair value of it SDM reporting unit, the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value include: (a)expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimatedterminal value using a terminal year growth rate of 3.3% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 13.0% based on management’s bestestimate of the after-tax weighted average cost of capital.As of December 31, 2015, there was no remaining goodwill balance assigned to SDM reporting unit.Solidscape Reporting UnitFor its Solidscape reporting unit, the Company recorded a non-tax-deductible impairment charge of $ 24.6 million, in order to reduce the carrying amount of goodwill to its implied fairvalue.When evaluating the fair value of its Solidscape reporting unit, the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value include: (a)expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimatedterminal value using a terminal year growth rate of 3.3% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 13.5% based on management’s bestestimate of the after-tax weighted average cost of capital.As of December 31, 2015, there was no remaining goodwill balance assigned to Solidscape reporting unit.Fourth quarter of 2015The challenging market environment persisted into the fourth quarter of 2015, which is reflected in the Company’s operating results. The Company’s share price has further declined alongwith a continuing decrease in the share price of certain other competitors of the Company in 3D printing market. Furthermore, the carrying amount of the Company’s net assets was higherthan its market capitalization. Accordingly, the Company performed a quantitative assessment for goodwill impairment for its Stratasys-Objet reporting unit.Based on the Company’s goodwill assessment for the Stratasys-Objet reporting unit, the Company determined that the fair value of Stratasys-Objet reporting unit exceeded its carryingamount by approximately 14 %. The carrying amount of goodwill which is assigned to this reporting unit is $ 384 million.When evaluating the fair value of it Stratasys-Objet reporting unit the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value include:(a) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimatedterminal value using a terminal year growth rate of 3.3 % determined based on the growth prospects of the reporting unit; and (c) a discount rate of 13.0 % based on management’s bestestimate of the after-tax weighted average cost of capital.F-30Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDetermining the fair value of the Company’s reporting units requires significant judgment, including judgments about the appropriate discount rates, terminal growth rates, weightedaverage costs of capital and the amount and timing of projected future cash flows. Projected future cash flows are based on the Company’s most recent budgets, forecasts and strategic plans aswell as certain growth rate assumptions for periods subsequent to the current strategic plans period. Failure to execute the Company’s strategic plans for its Stratasys-Objet reporting unitcould negatively impact the fair value of Stratasys-Objet reporting unit, and increase the risk of an additional goodwill impairment in the future. The Company will continue to monitor thefair value its Stratasys-Objet reporting unit to determine whether events and changes in circumstances such as further deterioration in the business climate or operating results, furthersignificant decline in the Company’s share price, changes in management’s business strategy or downward changes of the Company’s cash flows projections, warrant further interimimpairment testing.Goodwill impairment charges for the year ended December 31, 2014On October 1, 2014, the Company performed its annual test for goodwill impairment, based on the reporting units to which the goodwill is allocated. Except for the MakerBot reportingunit, the Company performed a qualitative test for goodwill, and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount. For theMakerBot reporting unit, the Company performed a quantitative test by comparing the fair value of the reporting unit to its carrying amount. Based on this analysis, the fair value of theMakerBot reporting unit exceeded its carrying amount by 5%. The carrying amount of goodwill that was assigned to this reporting unit was approximately $376 million.During December 2014, the Company determined that certain indicators of potential impairment existed to require an additional interim goodwill impairment analysis for its MakerBotreporting unit. These indicators included a slower growth of MakerBot product and service revenues in the fourth quarter, challenges associated with the introduction and scaling of its newproduct platform, changes in timing of implementation of certain initiatives and changes in MakerBot’s distribution model.The Company updated its cash flow projections and related assumptions based on the indicators mentioned above and performed the two-step goodwill impairment test. The updatedMakerBot reporting unit’s impairment analysis performed as part of step two of the goodwill impairment test determined that the carrying amount of goodwill assigned to the MakerBotreporting unit exceeded its fair value. As a result, the Company recorded non-tax deductible impairment charge of $102.5 million, in order to reduce the carrying amount of goodwill to itsestimated fair value.When evaluating the fair value of MakerBot reporting unit the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value include: (a)expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimatedterminal value using a terminal year growth rate of 3.5% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 13.5% based on management’s bestestimate of the after-tax weighted average cost of capital.The inputs used in the discounted cash flow model are primarily unobservable and thus are considered to be Level 3 inputs.Note 8. Other Intangible AssetsOther intangible assets consisted of the following:December 31, 2015December 31, 2014GrossAccumulatedNetGrossAccumulatedNetCarryingAccumulatedImpairmentBookCarryingAccumulatedImpairmentBookAmountAmortizationLossValueAmountAmortizationLossValueU.S. $ in thousandsDeveloped technology $509,827 $(157,862) $(203,170) $148,795 $512,402 $(109,816) $(11,636) $390,950Patents17,785(10,008)-7,77715,209(8,136)-7,073Trademarks and trade names60,141(14,463)(27,698)17,98060,046(9,519)-50,527Customer relationships150,677(41,708)(34,720)74,249148,338(26,219)-122,119Non-compete agreements10,843(5,874)(4,969)-10,843(3,952)-6,891Capitalized software development costs21,389(17,351)(1,379)2,65917,290(14,423)-2,867In process research and development22,179-(21,171)1,00820,476-(3,000)17,476$ 792,841$ (247,266)$ (293,107)$ 252,468$ 784,604$ (172,065)$ (14,636)$ 597,903F-31Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOther intangible assets impairment charges for the year ended December 31, 2015Prior to conducting the quantitative assessments for goodwill impairment of its reporting units during 2015, the Company tested the recoverability of its reporting units' long-lived assets,including its purchased intangible assets.First quarter of 2015During the first quarter of 2015, the Company concluded that the carrying amount of certain of its definite-life purchased intangible assets of its MakerBot reporting unit might not berecoverable due to certain indicators of impairment including a decrease of MakerBot product and service revenues in the first quarter of 2015 as compared to the fourth quarter of 2014 aswell as lower forecasted profitability due to increasing competition and other deteriorated trends in the 3D desktop market.The Company assessed the recoverability of MakerBot’s definite-life intangibles assets based on their projected undiscounted future cash flows expected to result from each intangibleasset. Based on the results of the recoverability assessment, the Company determined that the carrying values of certain MakerBot’s intangible assets exceeds their undiscounted cash flowsprojections and therefore were not recoverable. For those unrecoverable intangible assets that considered to be impaired, the Company recorded impairment charges of $43.2 million duringthe first quarter of 2015, in order to reduce the carrying amount of those intangible assets to their estimated fair value. Impairment charges of $29.8 million related to developed technologyintangible assets and $13.4 million related to customer relationships intangible assets were classified as costs of sales and as selling, general and administrative expenses , respectively.Third quarter of 2015During the third quarter of 2015, the Company concluded that the carrying amount of certain of its definite-life purchased intangible assets might not be recoverable due to certainindicators of impairment including a further significant decline in the Company’s market capitalization for a sustained period, weaker than expected operating results for the third quarter of2015, certain reorganization initiatives for the Company’s operations and certain technological trends in the additive manufacturing industry, as well as the increased uncertainty in the 3Dprinting environment.The Company assessed the recoverability of its definite-life intangibles assets based on their projected undiscounted future cash flows expected to result from each intangible asset. Basedon the results of the recoverability assessment, the Company determined that the carrying values of certain of its intangible assets exceeds their undiscounted cash flows projections andtherefore were not recoverable. For those unrecoverable intangible assets that considered to be impaired, the Company recorded impairment charges of $183.4 million during the third quarterof 2015, in order to reduce the carrying amount of those intangible assets to their estimated fair value. Impairment charges of $151.0 million, related to developed technology intangible assetswere classified as costs of sales and impairment charges of $32.4 million related customer relationships, trade names and non-compete agreements intangible assets were classified as selling,general and administrative expenses.In addition, the Company reviewed for impairment its indefinite-life intangible, which consists of IPR&D projects. The indicators for the impairment assessment were the weaker thanexpected operating results for the third quarter along with review of the strategic research and development roadmap which resulted in changes in long-term projections. The Company testedfor impairment certain of its IPR&D projects, based on its projected discounted future cash flows expected to result, by using the probability-weighted cash flow approach. Based on theresults of the impairment assessment, the Company determined that the carrying value of certain of its IPR&D projects exceeded their fair value. Accordingly, the Company recordedimpairment charges of $9.8 million, related to its in-process research and development projects, which were classified as research and development expenses, in order to reduce the carryingamount of those intangible assets to their estimated fair value.Fourth quarter of 2015During the fourth quarter of 2015, the Company concluded that the carrying amount of certain of its definite-life purchased intangible assets might not be recoverable due to certainindicators of impairment including a further significant decline in the Company’s market capitalization for a sustained period and the challenging market environment.The Company assessed the recoverability of its definite-life intangibles assets based on their projected undiscounted future cash flows expected to result from each intangible asset. Basedon the results of the recoverability assessment, the Company determined that the carrying values of certain of its intangible assets exceeds their undiscounted cash flows projections andtherefore were not recoverable. For those unrecoverable intangible assets that considered to be impaired, the Company recorded impairment charges of $33.7 million during the fourth quarterof 2015, in order to reduce the carrying amount of those intangible assets to their estimated fair value. Impairment charges of $ 10.7 million, related to developed technology intangible assetswere classified as costs of sales and impairment charges of $23.0 million related customer relationships, trade names , non-compete agreements and capitalized software development costswere classified as selling, general and administrative expenses.In addition, the Company reviewed for impairment its certain of its remaining indefinite-life intangible, which consists of IPR&D projects, based on its projected discounted future cashflows expected to result, by using the probability-weighted cash flow approach. Based on the results of the impairment assessment, the Company determined that the carrying value of thoseIPR&D projects exceeded their fair value. Accordingly, the Company recorded impairment charges of $8.4 million, related to its in-process research and development projects, which wereclassified as research and development expenses, in order to reduce the carrying amount of those intangible assets to their estimated fair value.F-32Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor its definite-life intangible assets impairment assessments conducted throughout 2015, the Company used discount rates of 13.0 % to 14.0 % based on management’s best estimate ofthe after-tax weighted average cost of capital, which reflected the associated specific risks for each intangible asset’s future cash flows. In addition, the impairment charges and changes in theestimated remaining useful life of the Company’s intangible assets, resulted in a decrease of $13.3 million of the Company’s amortization expense for the year ended December 31, 2015.Other intangible assets impairment charges for the year ended December 31, 2014During 2014 the Company evaluated the recoverability of one of its developed technology asset based on the estimated undiscounted future cash flows expected to result from it. Theimpairment charges were measured as the difference between the carrying amount of the asset and its fair value. The fair value of the asset was determined under the income approach basedon a discounted cash flow model using updated future revenue and operating income projections. The decrease in fair value of the developed technology intangible assets resulted inimpairment charges of $11.6 million which were classified as costs of sales.During 2014 the Company performed the qualitative test for its indefinite-lived intangible assets and concluded that it was required to perform a quantitative impairment test to one of itsIPR&D projects. The decrease in fair value of the IPR&D project resulted in impairment charges of $3.0 million which were classified as research and development expenses.Amortization expenseAmortization expense relating to intangible assets for the years ended December 31, 2015, 2014 and 2013, was approximately $75.0 million, $81.9 million and $61.3 million, respectively.As of December 31, 2015, estimated future amortization expense relating to definite life intangible assets for each of the next five years and thereafter were as follows:Estimatedamortization expenseYear ending December 31,(U.S. $ in thousands)2016 $ 63,041201762,793201859,958201927,573202014,781Thereafter23,314Total$251,460F-33Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 9. Income Taxesa. Deferred Tax Assets and LiabilitiesThe components of the Company’s deferred tax assets and liabilities as of December 31, 2015 and 2014 were as follows:December 31,December 31,20152014 (U.S. $ in thousands)Deferred tax assets Tax losses carry forwards $87,718 $35,904Inventory related18,31711,878Intangibles assets31,890-Provision for employee related obligations7,6729,516Stock-based compensation expense6,2145,673Deferred revenue3,3442,272Depreciation1,9943,907Allowance for doubtful accounts776430Foreign currency losses-1,260Research and development credit carryforwards8,3552,009Other items2,2232,389 Gross deferred tax assets168,50375,238Valuation allowance(152,115)- Total deferred tax assets$ 16,388$ 75,238 Deferred tax liabilitiesIntangibles assets$(28,387)$(103,541)Foreign currency losses(450)-Depreciation(1,852)(1,556) Total deferred tax liabilities$(30,689)$(105,097) Net deferred tax liabilities$(14,301)$(29,859)The Company’s deferred tax assets and liabilities are classified in the consolidated balance sheets as follows:December 31,December 31,20152014(U.S. $ in thousands)Current deferred tax assets $- $25,697Non-current deferred tax assets1,739279Non-current deferred tax liabilities16,04055,835Net deferred tax assets$ (14,301)$ (29,859)F-34Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company has adopted a new ASU which requires classification of deferred tax assets and liabilities as noncurrent on the balance sheet. All deferred taxes are classified as non-currenton the balance sheet as of December 31, 2015. Prior periods were not retrospectively adjusted. For further information, refer to note 1.As of December 31, 2015, the Company had a tax net operating losses carryforward of approximately $237.5 million related to its U.S. subsidiaries, resulting in a deferred tax asset ofapproximately $88.5 million. As a result of losses incurred by its US subsidiaries in 2015 and since the near-term realization of these assets is unlikely, the Company provided a valuationallowance of $152.1 million for its deferred tax assets related to its U.S. subsidiaries that are not expected to be realized.Significant judgment required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considered allavailable evidence, including past operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. The Company reassess its valuationallowance periodically and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly.Included in the net deferred tax liability are net operating loss and credit carryovers of $95.5 million which expire in years ending from December 31, 2022 through December 31, 2035.The Company believes that all future profits in its subsidiaries will be indefinitely reinvested or that there is no expectation to distribute any taxable dividends from these subsidiaries. Thedetermination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is estimated as a non-material amount.b. Provision for Income TaxesLoss before income taxes for the years ended December 31, 2015, 2014 and 2013 was as follows:201520142013(U.S. $ in thousands)Domestic$(635,721)$25,903$(13,391)Foreign (748,110) (180,621) (15,990)$ (1,383,831)$ (154,718)$ (29,381)The components of income taxes for the years ended December 31, 2015, 2014 and 2013 were as follows: 2015 2014 2013(U.S. $ in thousands)Current Domestic$4,564$10,650$14,714 Foreign8,3047,9891,91412,86818,63916,628 Deferred Domestic(18,607)(5,177)(9,428) Foreign(4,581)(48,710)(9,674)(23,188)(53,887)(19,102) Total income taxes$ (10,320)$ (35,248)$ (2,474)F-35Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSA reconciliation of the statutory income tax rate and the effective tax rate for the years ended December 31, 2015, 2014, and 2013 is set forth below:201520142013Statutory tax rate 26.5% 26.5% 25.0%Approved and Privileged enterprise benefits(0.4)3.76.0Goodwill and intangibles impairment (15.3) (17.3)-Revaluation of obligations in connection with acquisitions0.23.1-Stock compensation expense(0.4)(3.7) (17.3)Tax contingencies(0.3)1.6(12.1)Non-deductible acquisition expenses(0.1)(0.1)(4.8)Earning taxed under foreign law1.49.613.2Valuation Allowance (11.0) - - Other0.1(0.6)(1.6)Effective income tax rate0.7%22.8%8.4%Uncertain tax positionsSignificant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are manytransactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and theextent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positionsare fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or changes in the tax law. The provision for incometaxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. Accruals for tax contingencies are provided for in accordance with the requirements ofASC 740.As of December 31, 2015, 2014 and 2013, the Company had unrecognized tax benefits of $13.9 million , $8.6 million and $10.3 million, respectively. If recognized, these benefits wouldfavorably impact the effective tax rate. A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows:201520142013(U.S. $ in thousands)Balance at beginning of year $8,552 $10,346 $4,041Additions for tax positions related to the current year4,1162,7053,997Additions for tax positions related to previous years1,9877342,562Reduction of reserve for statute expirations(725)(5,233)(254)Balance at end of year$ 13,930$ 8,552$ 10,346The Company’s unrecognized tax benefits includes $173 thousand for estimated interest and penalties at December 31, 2015. The Company does not expect uncertain tax positions tochange significantly over the next twelve months.The Company is subject to income taxes in the U.S., various states, Israel and certain other foreign jurisdictions. The Company files income tax returns in various jurisdictions withvarying statutes of limitations. Tax returns of Stratasys Inc. submitted in the United States through 2012 tax year are considered to be final following the completion of the Internal RevenueService examination. Tax returns of Stratasys Ltd. submitted in Israel through the 2012 tax year are considered to be final following the completion of the Israeli Tax Authorities examinationupon audit. The expiration of the statute of limitations related to the various other foreign and state income tax returns that the Company and its subsidiaries file vary by state and foreignjurisdiction.F-36Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSc. Basis of taxation:The enacted statutory tax rates applicable to the Company’s major subsidiaries outside of Israel are as follows:Company incorporated in the U.S.—tax rate of 35%. Company incorporated in Germany—tax rate of 27.9%. Company incorporated in Hong Kong—tax rate of 16.5%.A significant portion of the Company’s income after the December 1, 2012 merger date is taxed in Israel. The following is a summary of how the Company’s income is taxed in Israel:Corporate tax rates in Israel were as follows: 2013-25%, 2014 and 2015-26.5% and was decreased to 25% in 2016 and thereafter. The Company elected to compute its taxable income inaccordance with Income Tax Regulations (Rules for Accounting for Foreign Investors Companies and Certain Partnerships and Setting their Taxable Income), 1986. Accordingly, theCompany’s taxable income or loss is calculated in U.S. dollars. Applying these regulations reduces the effect of foreign exchange rate fluctuations (of the NIS in relation to the U.S. dollar) onthe Company’s Israeli taxable income.Tax benefits under the Law for Encouragement of Capital Investments, 1959 (the “Law”)Various industrial projects of the Company have been granted “Approved Enterprise” and “Beneficiary Enterprise” status, which provides certain benefits, including tax exemptions forundistributed income and reduced tax rates. Income not eligible for Approved Enterprise and Beneficiary Enterprise benefits is taxed at the regular corporate rate, which was 26.5% in 2015.The Company is a Foreign Investors Company, or FIC, as defined by the Israeli Investment Law. FICs are entitled to further reductions in the tax rate normally applicable to ApprovedEnterprises and Beneficiary Enterprises, depending on the level of foreign ownership. When foreign (non-Israeli) ownership equal or exceeds 90%, the Approved Enterprise and BeneficiaryEnterprise income is either tax-exempt for a limit period between two to ten years depending on the location of the enterprise or taxable at a tax rate of 10% for a 10-year period. TheCompany cannot assure that it will continue to qualify as a FIC in the future or that the benefits described herein will be granted in the future.In the event of distribution of dividends from the said tax-exempt income as described above, the amount distributed will be subject to corporate tax at the rate ordinarily applicable to theApproved Enterprise’s or Beneficiary Enterprise’s income. Dividends paid out of income attributed to Approved Enterprise’s or Beneficiary Enterprise are subject to withholding tax at thesource at the rate of 15%, unless a lower rate is provided in a treaty between Israel and the shareholder’s country of residence.The entitlement to the above benefits is conditional upon the Company’s fulfilling the conditions stipulated by the Investment Law and regulations published thereunder. Should theCompany fail to meet such requirements in the future, income attributable to its Approved Enterprise and Beneficiary Enterprise programs could be subject to the statutory Israeli corporatetax rate and the Company could be required to refund a portion of the tax benefits already received with respect to such programs. The refund will be subject to interest and index changes asapplicable the law.The Company does not intend to distribute any amounts of its undistributed tax-exempt income as dividends, as it intends to reinvest its tax-exempt income within the Company.Accordingly, no deferred income taxes have been provided on income attributable to the Company’s Approved or Beneficiary Enterprise programs, as the undistributed tax exempt income isessentially permanent in duration.As of December 31, 2015, tax-exempt income of approximately $155.9 million is attributable to the Company’s various Approved and Beneficiary Enterprise programs. If such taxexempt income is distributed, it would be taxed at the reduced corporate tax rate applicable to such income, and taxes of approximately $15.6 million would be incurred as of December 31,2015.A January 2011 amendment to the Investment Law (the “2011 Amendment”) created alternative benefit tracks to those previously in place, as follows: an investment grants track designedfor enterprises located in development zone A and two new tax benefits tracks (“Preferred Enterprise” and “Special Preferred Enterprise”), which provide for application of a unified tax rateto all preferred income of the company, as defined in the Investment Law.F-37Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe 2011 Amendment canceled the availability of the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and, instead, introduced new benefits forincome generated by a “Preferred Company” through its Preferred Enterprise (as such term is defined in the Investment Law) effective as of January 1, 2011 and thereafter. A PreferredCompany is defined as either (i) a company incorporated in Israel and not fully owned by a governmental entity or (ii) a limited partnership that: (a) was registered under the PartnershipsOrdinance; (b) all of its limited partners are companies incorporated in Israel, but not all of them are governmental entities, which, among other things, has Preferred Enterprise status and arecontrolled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate flat tax rate of 15% with respect to its preferred income derivedby its Preferred Enterprise in 2011-2012, unless the Preferred Enterprise is located development zone A, in which case the rate will be 10%. Such corporate tax rate will be reduced to 12.5%and 7%, respectively, in 2013 and will increase to 16% and 9% in 2014 and thereafter. Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such term is definedin the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or to 5% if the Special Preferred Enterprise is located in development zoneA.Dividends paid out of income attributed to a Preferred Enterprise were subject to withholding tax at the source at the rate of 15% before 2014 and 20% in 2014 and thereafter or suchlower rate as may be provided in an applicable tax treaty. However, if such dividends are paid to an Israeli company, no tax will be withheld. Should a company elect to implement the 2011Amendment with respect to its existing Approved and Benefiting Enterprises prior to June 30, 2015, dividends distributed from taxable income derived from Approved Enterprises orBenefiting Enterprises to another Israeli company would also not be subject to tax.The 2011 Amendment also provided transitional provisions to address companies already enjoying current benefits. These transitional provisions provide, among other things, thefollowing:●The terms and benefits included in any certificate of approval that was granted to an Approved Enterprise that chose to receive grants, before the 2011 Amendment came into effect,will remain subject to the provisions of the Investment Law as in effect on the date of such approval, while provided that certain conditions are met. ●The terms and benefits included in any certificate of approval that was granted to an Approved Enterprise, that had participated in an alternative benefits program, before the 2011Amendment came into effect will remain subject to the provisions of the Investment Law as in effect, on the date of such approval, provided that certain conditions are met. However,a company that has such enterprise can file a request with the Israeli Tax Authority, to treat its income derived as of January 1, 2011 as subject to the provisions of the Investment Lawas amended in 2011. Such request may not be withdrawn. ●A Beneficiary Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided that certain conditions are met, or canfile a request with the Israeli Tax Authority to treat its income derived as of January 1, 2011 as subject to the provisions of the Investment Law as amended in 2011. Such request maynot be withdrawn.The Company has examined the possible effect, if any, of these provisions of the 2011 Amendment on its financial statements and has decided, at this time, not to opt to apply the newbenefits under the 2011 Amendment.Tax benefits under the Israeli Law for the Encouragement of Industry (Taxation), 1969The Company is an “Industrial Company” as defined by the Israeli Law for the Encouragement of Industry (Taxation), 1969, and, as such, is entitled to certain tax benefits includingaccelerated depreciation, deduction of public offering expenses in three equal annual installments and amortization of other intangible property rights for tax purposes.F-38Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 10. Commitments and Contingenciesa. CommitmentsThe Company leases certain of its facilities under non-cancellable operating leases, which expire through 2025.Future minimum annual lease payments under all non-cancelable operating leases with an initial term in excess of one year as of December 31, 2015 are as follows:Operating lease paymentsYear ending December 31,(U.S. $ in thousands)2016 $12,92820179,5702018 8,60220196,72020206,248Thereafter16,219$60,287Rent expense for the years ended December 31, 2015, 2014 and 2013 was approximately $14.3 million, $10.7 million and $4.7 million, respectively.As of December 31, 2015, the Company also had obligations in connection with acquisitions, mainly due to the Solid Concepts transaction. For further information refer to note 2.b. ContingenciesClaims Related to Company EquityOn March 4, 2013, five current or former minority shareholders (two of whom were former directors) of the Company filed two lawsuits against the Company in an Israeli central districtcourt. The lawsuits demand that the Company amend its capitalization table such that certain share issuances prior to the Stratasys-Objet merger to certain of Objet’s shareholders named asdefendants would be cancelled, with a consequent issuance of additional shares to the plaintiffs to account for the subsequent dilution to which they have been subject. The lawsuits also nameas defendants Elchanan Jaglom, Chairman of the Company’s board of directors, David Reis, Chief Executive Officer, various shareholders of the Company who were also shareholders ofObjet, and, in one of the lawsuits, Ilan Levin, a director.The lawsuits allege in particular that a series of investments in Objet during 2002 and 2007 was effected at a price per share that was below fair market value, thereby illegally dilutingthose shareholders that did not participate in the investments. The plaintiffs also allege that a portion of the amount invested in those transactions was actually invested by an investor who wasalready a shareholder of Objet and allegedly acting in concert with Mr. Jaglom, and that the interest of these two shareholders in these transactions was not properly disclosed to the minorityshareholders at the time. The lawsuits furthermore claim that the Company effectively engaged in backdating the issuance of certain shares, in that shares that Objet reported as having beenissued in 2006 and 2007 were actually issued at a subsequent date—as late as 2009. The Company filed its statements of defense in May 2013 denying the plaintiffs’ claims . The court hasdismissed the lawsuit of one of the former directors due to lack of cause. The suits are currently at the stage of pre-trial hearings.F-39Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSecurities Law Class ActionsOn February 5, 2015, a lawsuit styled as a class action was commenced in the United States District Court for the District of Minnesota, naming the Company and certain of theCompany’s officers as defendants. Similar actions were filed on February 9 and 20, 2015 in the Southern District of New York and the Eastern District of New York, respectively. Thelawsuits allege violations of the Securities Exchange Act of 1934 in connection with allegedly false and misleading statements concerning the Company’s business and prospects. Theplaintiffs seek damages and awards of reasonable costs and expenses, including attorneys’ fees.On April 15, 2015, the cases were consolidated for all purposes, and on April 24, 2015, the court entered an order appointing lead plaintiffs and approving their selection of lead counselfor the putative class. On July 1, 2015, lead plaintiffs filed their consolidated complaint. On August 31, 2015, the defendants moved to dismiss the consolidated complaint for failure to state aclaim. The Court heard the motion on December 11, 2015, but has not rendered a decision. The Company intends to mount vigorous defenses to these lawsuits.The Company is a party to various other legal proceedings, the outcome of which, in the opinion of management, will not have a material adverse effect on the financial position, results ofoperations or cash flows of the Company.Note 11. Equitya. Share capitalThe Company’s issued share capital is composed of ordinary shares at NIS 0.01 par value. Ordinary shares confer upon their holders the right to receive notice to participate and vote ingeneral meetings of the Company, and the right to receive dividends if declared.At the Company’s annual general meeting held in June 2013, the Company’s shareholders approved an amendment to the Company’s articles of association to increase the number ofordinary shares the Company is authorized to issue to 180 million and correspondingly to increase the Company’s share capital to NIS1.8 million.On September 18, 2013, the Company completed a follow-on public offering of 5.2 million of its ordinary shares and received net proceeds of $462.9 million.For other significant share issuance in connection with business combinations during the years ended December 31, 2015, 2014 and 2013, refer to note 2.As of December 31, 2015, and 2014, there were 52,082 thousands ordinary shares and 50,923 thousands ordinary shares issued and outstanding, respectively. The Company’s ordinaryshares are traded in the United States on the Nasdaq Global Select Market under the ticker symbol “SSYS”.b. Stock-based compensation plansThe Stratasys Ltd. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”), which became effective upon closing of the Stratasys-Objet merger, provides for the grant of options, restrictedshares, restricted share units (“RSUs”) and other share-based awards to the Company’s and its subsidiaries’ respective directors, employees, officers, consultants, and advisors and to anyother person whose services are considered valuable to the Company or any of its affiliates. Under the 2012 plan, options and RSUs generally have a contractual term of ten years from thegrant date. Options granted become exercisable and RSUs are vested over the vesting period, which is normally a four-year period beginning on the grant date, subject to the employee’scontinuing service to the Company. As of December 31, 2015, 2.7 million shares were available for equity awards under the 2012 plan. On January 1, 2016, the reserve pool under the 2012plan was automatically increased by 0.5 million shares.F-40Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSStock optionsA summary of the stock option activity for the year ended December 31, 2015 is as follows:Weighted Average Number of Options Exercise PriceOptions outstanding as of December 31, 2014 1,719,241$43.89Granted1,020,95132.78Exercised(164,678)17.44Forfeited(125,772)69.36Options outstanding as of December 31, 20152,449,742$39.73Options exercisable as of December 31, 20151,064,712$32.58The following table summarizes information about stock options outstanding at December 31, 2015:Options OutstandingOptions ExercisableOutstandingWeighted-AverageExercisable options at Remaining Weighted-Average options at Weighted-AverageRange of December 31,ContractualExerciseDecember 31,ExerciseExercise Prices2015Life in YearsPrice2015Price$ 2.21-$ 9.32499,7582.58$6.71482,014$ 6.719.33-29.53598,9576.2122.49242,92817.9729.54-35.16601,6838.9635.16--$35.17-$120.51749,3446.2779.19339,77079.712,449,742 6.16$ 39.731,064,712$32.58 Aggregate intrinsic value (U.S. $ in thousands)$ 10,009$9,532As of December 31, 2015, the weighted-average remaining contractual life of exercisable options was 3.4 years. The total intrinsic value of options exercised during 2015, 2014 and 2013was approximately $4.6 million, $55.6 million and $160.1 million, respectively.The Company used the Black-Scholes option-pricing model to determine the fair value of options granted during 2015, 2014 and 2013. The following assumptions were applied indetermining the options’ fair value on their grant date: 2015 2014 2013Risk-free interest rate1.6% - 1.9%1.3% - 2.0%1.4% - 1.7%Expected option term (years)6.04.2 - 6.55.1 - 5.2Expected share price volatility50.1%-53.5%45.8% - 47.6%56% - 57%Dividend yield---Weighted average grant date fair value$15.49$60.82$40.94As of December 31, 2015, there were 1,385,030 unvested options of the Company. As of December 31, 2015, the unrecognized compensation cost related to all unvested stock options of$26.6 million is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 3.0 years.F-41Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRestricted Stock UnitsA summary of the Company’s RSUs activity for the year ended December 31, 2015 is as follows: Weighted Average Number of RSUsGrant Date FairUnvested RSUs outstanding as of December 31, 2014660,101$94.15Granted158,93548.10Vested(93,424)97.71Forfeited (166,488)91.17Unvested RSUs outstanding as of December 31, 2015559,124$81.35The value of equity classified RSUs vested during 2015 was $2.8 million. As of December 31, 2015, the unrecognized compensation cost related to all unvested equity classified RSUs of$29.0 million is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 2.7 years.Stock-based compensation expense for stock options and equity classified RSUs included in the Company’s Statements of Operations were allocated as follows: 201520142013(U.S. $ in thousands)Cost of sales $ 5,381 $ 4,493 $ 2,980Research and development, net5,7594,8623,491Selling, general and administrative18,87020,85217,791Total stock-based compensation expenses$30,010$30,207$24,262c. Accumulated other comprehensive income (loss)The following tables present the changes in the components of accumulated other comprehensive income (loss), net of taxes for the years ended December 31, 2015 and 2014:Year ended December 31, 2015 Net unrealized gainForeign currency(loss) on cash flowtranslation hedges adjustments TotalU.S. $ in thousandsBalance as of January 1, 2015$ (1,243)$ (2,404)$ (3,647)Other comprehensive loss before reclassifications(288)(8,263)(8,551)Amounts reclassified from accumulated other comprehensive loss1,424-1,424Other comprehensive income (loss)1,136 (8,263)(7,127)Balance as of December 31, 2015$(107)$ (10,667)$ (10,774)F-42Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYear ended December 31, 2014Net unrealized gainForeign currency(loss) on cash flowtranslationhedgesadjustmentsOtherTotal(U.S. $ in thousands)Balance as of January 1, 2014 $153 $1,922 $(167) $1,908Other comprehensive income before reclassifications(2,222)(4,326)—(6,548)Amounts reclassified from accumulated other comprehensive income826—167993Other comprehensive income (loss) (1,396) (4,326)167(5,555)Balance as of December 31, 2014$(1,243)$(2,404)$ —$ (3,647)Realized gains and losses on cash flow hedges were reclassified primarily to research and development, net and selling and general and administrative expenses. Other reclassificationsfrom accumulated other comprehensive loss were reclassified to financial expense, net.Note 12. Derivatives and Hedging ActivitiesThe Company carries out transactions involving foreign currency exchange derivative financial instruments. The transactions are designed to hedge the Company’s exposure in currenciesother than the U.S. dollar. The Company is primarily exposed to foreign exchange risk with respect to recognized assets and liabilities and forecasted transactions denominated in the NewIsraeli Shekel (“NIS”), the Euro and the Japanese Yen. The Company manages its foreign currency exposures on a consolidated basis, which allows the Company to net exposures and takeadvantage of any natural hedging. In addition, the Company uses derivative instruments to reduce the net exposure to foreign exchange. Gains and losses on the hedging instruments offsetlosses and gains on the hedged items. Financial markets and currency volatility may limit the Company’s ability to hedge these exposures.The following table summarizes the consolidated balance sheets classification and fair values of the Company’s derivative instruments:Fair ValueNotional AmountDecember 31,December 31,December 31,December 31, Balance sheet location 2015 2014 2015 2014 (U.S. $ in thousands)Assets derivatives -Foreign exchange contracts, not designated as hedging instrumentsOther current assets$ 866$ 3,753$ 54,586$ 45,000Assets derivatives -Foreign exchange contracts, designated as cash flow hedgeOther current assets23-2,700-Liability derivatives -Foreign exchange contracts, notAccrued expenses and designated as hedging instrumentsother current liabilities(432)(2,901)35,03618,424Liability derivatives -Foreign exchange contracts,Accrued expenses and designated as cash flow hedgeother current liabilities (131) (1,243)13,68238,426 $326$(391)$106,004$101,850F-43Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2015, the Company had in effect foreign exchange forward contracts, not designated as hedging instruments for the conversion of $74.8 million, $7.8 million and $7.0million into Euro, NIS and Japanese Yen, respectively. These derivatives are primarily used to reduce the exposure of foreign currency fluctuations on certain balance sheet items. Withrespect to such derivatives, gains of $4.9 million and $4.4 million were recognized under financial expense, net for the years ended December 31, 2015 and 2014, respectively. Such gainspartially offset the revaluation losses of the balance sheet items, which are also recognized under financial expense, net.As of December 31, 2015 and 2014, the Company had in effect foreign exchange forward contracts for the conversion of $16.4 million and $38.4 million, respectively, into NIS. Theseforeign exchange forward contracts were designated as cash flow hedge for accounting purposes. The Company uses short-term cash flow hedge contracts to reduce its exposure to variabilityin expected future cash flows resulting mainly from payroll costs denominated in New Israeli Shekels. The changes in fair value of those contracts are included in the Company’s accumulatedother comprehensive loss. These contracts mature through December, 2016.Note 13. Entity-Wide DisclosureNet sales by geographic area were as follows*:Year ended December 31,201520142013 (U.S. $ in thousands)North America (primarily the United States) $ 413,017 $ 405,880 $ 262,614EMEA148,169183,462126,214Asia Pacific122,257150,47590,023Other12,55210,3125,552$695,995$750,129$484,403*Net sales are attributed to geographic areas based on the location of customerProperty, plant and equipment by geographical area were as follows:December 31, 20152014(U.S. $ in thousands)United States $ 101,272 $ 106,899EMEA94,89046,239Asia Pacific5,0303,805Other74293$201,934$157,036Property, plant and equipment that were located in Israel amounted to $77.0 million and $31.5 million for the years ended December 31, 2015 and 2014, respectively and are includedunder the EMEA region in the above table.No single customer accounted for 10% or more of Company’s total net sales, or Company’s net accounts receivable, in any fiscal year presented.F-44Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 14. Retirement Plans and Employee Rights Upon TerminationIsraeli law generally requires the Company to pay a severance payment upon dismissal of an employee or upon termination of employment in certain other circumstances. The Companymakes ongoing deposits into its Israeli employee pension plans to fund their severance liabilities. According to the general collective pension agreement in Israel, Company deposits withrespect to employees who were employed by the Company after the agreement took effect are made in lieu of the Company’s severance liability therefore, no obligation is provided for in theCompany’s consolidated financial statements.Severance pay liabilities with respect to Israeli employees who were employed by the Company prior to the collective pension agreement effective date, as well as employees who havespecial contractual arrangements, are provided for in the Company’s consolidated financial statements based upon the number of years of service and their latest monthly salary. TheCompany’s liabilities for those Israeli employees, in the amount of $3.8 million and $4.4 million for the years ended December 31, 2015 and 2014, respectively, are presented as other non-current liabilities in the Company’s consolidated balance sheets. The liability is funded in part from the purchase of insurance policies or by the establishment of pension funds with dedicateddeposits in the funds. The amounts used to fund these liabilities are included in the balance sheets under other non-current assets. These policies are the Company’s assets. However, underemployment agreements and subject to certain limitations, any policy may be transferred to the ownership of the individual employee for whose benefit the funds were deposited.In accordance with its current employment agreements with certain employees, the Company makes regular deposits with certain insurance companies for accounts controlled by eachapplicable employee in order to secure the employee’s rights upon retirement. The Company is fully relieved from any severance pay liability with respect to each such employee after itmakes the payments on behalf of the employee. The liability accrued in respect of these employees and the amounts funded, as of the respective agreement dates, are not reflected in theCompany’s balance sheets, as the amounts funded are not under the control and management of the Company and the pension or severance pay risks have been irrevocably transferred to theapplicable insurance companies.For its employees in the United States the Company has a defined contribution retirement plan (the “Plan”) under the provisions of Section 401(k) of the Internal Revenue Code of 1986,as amended (the “Code”) that covers eligible U.S. employees as defined in the Plan. Participants may elect to contribute up to 50% of pre-tax annual compensation, as defined by the Plan, upto a maximum amount prescribed by the Code. The Company, at its discretion, makes matching contributions equal to the lesser of $3,000 or 3% of the participant’s annual compensation. OnJanuary 1, 2014, the Company changed its contributions to the lesser of $3,000 or 4% of the participant’s annual compensation. The Company, at its discretion, may make additionalcontributions, also subject to Code limitations. For the years ended December 31, 2015, 2014 and 2013 the Company made 401(k) Plan contributions of approximately $4.2 million, $2.8million and $1.1 million respectively.F-45Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 15. Earnings per ShareThe following table presents the computation of basic and diluted net loss per share:Year ended December 31,201520142013 (In thousands, except per share amounts)Numerator: Net loss attributable to Stratasys Ltd.$ (1,372,835)$ (119,420)$ (26,954)Adjustment of redeemable non-controlling interest to redemption amount(1,800)--Net loss attributable to Stratasys Ltd. for basic loss per share(1,374,635)(119,420)(26,954) Dilutive effect of earn-out obligation--(1,683)Net loss attributable to Stratasys Ltd. for diluted loss per share(1,374,635)(119,420)(28,637) Denominator:Add: Weighted average shares – denominator for basic net loss per share51,59250,01942,079Add: Dilutive effect of earn-out obligation--20Denominator for diluted loss per share51,59250,01942,099 Net loss per shareBasic$(26.64)$(2.39)$(0.64)Diluted$(26.64)$(2.39)$(0.68)The computation of diluted net loss per share for the years ended December 31, 2015, 2014 and 2013 excluded share awards of 1.2 million, 1.8 million and 2.4 million, on a dilutiveweighted average basis, respectively, because their inclusion would have had an anti-dilutive effect on the diluted net loss per share.F-46Table of ContentsSCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVESYears ended December 31, 2015, 2014, and 2013 (U.S. $ in thousands):COLUMN AColumn BColumn C - AdditionsColumn DColumn E Balances atCharged toBalances beginningcosts andCharged toat endDescription of period expenses other accounts Deductions of periodReserve for bad debts and allowancesYear ended December 31, 2015$1,477$514$-$634$1,357 Year ended December 31, 2014$1,987$958$-$1,468$1,477 Year ended December 31, 2013$955$1,300$-$268$1,987 Valuation allowances on deferred tax assetsYear ended December 31, 2015$-$152,115$-$-$152,115S-1Table of ContentsITEM 19. EXHIBITS.Please see the exhibit index incorporated herein by reference. 109Table of ContentsSIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report filed on itsbehalf.STRATASYS LTD. /s/ David Reis David ReisChief Executive OfficerMarch 21 , 2016110Table of ContentsEXHIBIT INDEXExhibit Number Document Description1.1Amended and Restated Articles of Association of Stratasys Ltd. (1) 1.2Memorandum of Association of Stratasys Ltd. (2) 2.1Specimen ordinary share certificate of Stratasys Ltd. (3) 4.1Stratasys Ltd. (formerly known as Objet Geometries Ltd.) Amended and Restated 2004 Omnibus Stock Option and Restricted Stock Incentive Plan(4) 4.2.1Stratasys Ltd. 2012 Omnibus Equity Incentive Plan (5) 4.2.2Amendment to Stratasys Ltd. 2012 Omnibus Equity Incentive Plan (6) 4.3Form of Indemnification Agreement by and between Stratasys Ltd. and each of its directors and executive officers (7) 4.4Employment Agreement, dated September 15, 2008, by and between Stratasys Ltd. (formerly known as Objet Geometries Ltd.) and David Reis (8) 4.5Employment Agreement, dated June 27, 2011, by and between Stratasys Ltd. (formerly known as Objet Ltd.) and Ilan Levin (9) 4.6OEM Purchase and License Agreement, effective as of May 5, 2011, by and between Stratasys Ltd. (formerly known as Objet Geometries Ltd.) and Ricoh Printing SystemsAmerica, Inc. (10) 4.7Assignment, dated October 23, 1989, from S. Scott Crump to Stratasys, Inc. (a subsidiary of Stratasys Ltd.) with respect to a patent application for an apparatus and method forcreating three-dimensional objects (11) 4.8Assignment, dated June 5, 1992, from S. Scott Crump to Stratasys, Inc. (a subsidiary of Stratasys Ltd.) with respect to a patent application for a modeling apparatus for threedimensional objects (11) 4.9Assignment, dated June 1, 1994, from S. Scott Crump, James W. Comb, William R. Priedeman, Jr., and Robert Zinniel to Stratasys, Inc. (a subsidiary of Stratasys Ltd.) withrespect to a patent application for a process and apparatus of support removal for three-dimensional modeling (11) 4.10Stratasys Ltd. Compensation Policy for Executive Officers and Directors (12) 8.1Subsidiary List of Stratasys Ltd. 12.1Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act 12.2Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act 13Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002 15.1Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm 101The following financial information from Stratasys Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2015 formatted in XBRL (eXtensible BusinessReporting Language): (i) Consolidated Balance Sheets at December 31, 2015 and 2014; (ii) Consolidated Statements of Operations and Comprehensive Income for the yearsended December 31, 2015, 2014 and 2013; (iii) Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013; (iv) ConsolidatedStatements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. Users of this dataare advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this Interactive Data File is deemed not filed or part of a registration statement orprospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liabilityunder those sections.Table of Contents____________________(1) Incorporated by reference to Appendix A to the registrant’s proxy statement for its February 3, 2015 extraordinary general meeting of shareholders, attached as Exhibit 99.1 to theregistrant’s report of foreign private issuer on Form 6-K furnished to the SEC on January 6, 2015 (2)Incorporated by reference to Exhibit 3 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June 8, 2012 (3)Incorporated by reference to Exhibit 4 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June 8, 2012 (4)Incorporated by reference to Exhibit 10.7 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June 8, 2012 (5)Incorporated by reference to Exhibit 10.8 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June 8, 2012 (6)Incorporated by reference to Proposal 3 of the registrant’s proxy statement for its February 2013 extraordinary general meeting of shareholders, attached as Exhibit 99.1 to theregistrant’s report of foreign private issuer on Form 6-K furnished to the SEC on January 28, 2013 (7)Incorporated by reference to Exhibit 10.9 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June 8, 2012 (8)Incorporated by reference to Exhibit 10.8 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June 8, 2012 (9)Incorporated by reference to Exhibit 10.9 to the registrant’s registration statement on Form F-4, SEC File No. 33-99108) filed with the SEC on June 8, 2012 (10)Incorporated by reference to Exhibit 10.10 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June 8, 2012 # (11)Incorporated by reference to Amendment No. 1 to Stratasys, Inc.’s registration statement on Form SB-2 (SEC File No. 333- 99108) filed with the SEC on December 20, 1995 (12)Incorporated by reference to Appendix B to the registrant’s proxy statement for its February 3, 2015 extraordinary general meeting of shareholders, attached as Exhibit 99.2 to theregistrant’s report of foreign private issuer on Form 6-K furnished to the SEC on January 6, 2015# Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request.EXHIBIT 8.1Subsidiaries JURISDICTION OF INCORPORATIONENTITYOR ORGANIZATIONMakerBot Industries, LLCNew YorkObjet UK Ltd.EnglandSolidscape, Inc.DelawareStratasys AP LimitedHong KongStratasys Direct, Inc.CaliforniaStratasys GMBHGermanyStratasys, Inc.DelawareStratasys International Ltd.IsraelStratasys Japan Co. Ltd.JapanStratasys Korea Ltd.KoreaStratasys Latin America Representacao De Equipamentos Ltd.,BrazilStratasys Mexico S.A. de C.V.MexicoStratasys Schweiz AG (Stratasys Switzerland Ltd.)SwitzerlandStratasys Shanghai Ltd.ChinaExhibit 12.1CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACTI, David Reis, certify that:1. I have reviewed this annual report on Form 20-F of Stratasys Ltd.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the company as of, and for, the periods presented in this report;4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) for the company and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relatingto the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,or is reasonably likely to materially affect, the company’s internal control over financial reporting; and5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the auditcommittee of the company’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’sability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: March 21 , 2016/s/ David Reis David ReisChief Executive OfficerExhibit 12.2CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACTI, Erez Simha, certify that:1. I have reviewed this annual report on Form 20-F of Stratasys Ltd.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the company as of, and for, the periods presented in this report;4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) for the company and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relatingto the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,or is reasonably likely to materially affect, the company’s internal control over financial reporting; and5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the auditcommittee of the company’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’sability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: March 21 , 2016/s/ Erez Simha Erez SimhaChief Financial OfficerExhibit 13CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Stratasys Ltd. (the “ Company ”) on Form 20-F for the period ended December 31, 2015 as filed with the Securities and Exchange Commissionon the date hereof (the “ Report ”), we, David Reis, Chief Executive Officer of the Company, and Erez Simha, Chief Financial Officer of the Company, certify, pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Dated: March 21 , 2016 By /s/ David Reis David ReisChief Executive Officer By/s/ Erez Simha Erez SimhaChief Financial OfficerExhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-185240 and 333-190963) and Form F-3 (No. 333-190965) of Stratasys Ltd. of ourreport dated March 21 , 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.Tel-Aviv, Israel/s/ Kesselman & KesselmanMarch 21 , 2016Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers International Limited

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