Stratasys
Annual Report 2016

Plain-text annual report

STRATASYS LTD. FORM 20-F (Annual and Transition Report (foreign private issuer)) Filed 03/09/17 for the Period Ending 12/31/16 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 Hardware Technology 12/31 Sector Fiscal Year http://www.edgar-online.com © Copyright 2017, 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, 2016 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. 1 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 shareNASDAQ Global Select 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:52,639,444 Ordinary Shares, NIS 0.01 nominal value, at December 31, 2016.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 periodthat 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 posted pursuant to Rule 405 ofRegulation 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” in Rule 12b-2 of the ExchangeAct. (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 ReportingUS GAAP ☒Standards as issuedOther ☐by the International Accounting StandardsBoard ☐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 and Exchange Commission, or theSEC, the registrant (formerly known as Objet Geometries Ltd. and then Objet Ltd.) was party to a merger with Stratasys, Inc., a Delaware corporation, that was completed on December 1, 2012, referred to as theStratasys-Objet merger or the merger. The Stratasys-Objet merger was structured as a reverse merger of Stratasys, Inc. with and into an indirect, wholly owned subsidiary of Objet Ltd., in which Objet Ltd. served asthe legal acquirer. For accounting purposes, however, Stratasys, Inc. was treated as the acquiring company, and the Stratasys-Objet merger is accounted for as a reverse acquisition under the acquisition method ofaccounting 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 the effective time of the Stratasys-Objet merger onDecember 1, 2012. We may also use “Objet” to refer to the line of products previously sold by Objet Ltd. and the related current, ongoing operations that have continued following the Stratasys-Objet merger.References to “Stratasys, Inc.” generally refer to Stratasys, Inc., a Delaware corporation, and its consolidated subsidiaries prior to the effective time of the Stratasys-Objet merger, but sometimes (as the contextrequires) refer to the current, ongoing operations of our Stratasys, Inc. subsidiary. The historical financial information set forth in this annual report, unless otherwise indicated or the context otherwise requires, reflectsthe consolidated results of operations and financial position of: (i) Stratasys, Inc. prior to the merger; and (ii) Stratasys Ltd. since the merger.Table of ContentsTABLE OF CONTENTS PageTABLE OF CONTENTSCAUTIONARY 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.22ITEM 4A.UNRESOLVED STAFF COMMENTS.42ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS.42ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.64ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.82ITEM 8.FINANCIAL INFORMATION.84ITEM 9.THE OFFER AND LISTING.85ITEM 10.ADDITIONAL INFORMATION.86ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.97ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.98 PART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.98ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.98ITEM 15.CONTROLS AND PROCEDURES.98ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT.99ITEM 16B.CODE OF ETHICS.99ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.99ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.99ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.99ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.99ITEM 16G.CORPORATE GOVERNANCE.100ITEM 16H.MINE SAFETY DISCLOSURE.100 PART IIIITEM 17.FINANCIAL STATEMENTS.100ITEM 18.FINANCIAL STATEMENTS.100ITEM 19.EXHIBITS.101SIGNATURES.102Table 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 Litigation Reform 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 of forward-looking terminology such as “may,”“will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these 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 operations or of financial conditionand all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may 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 and assessments made by ourmanagement in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be 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 other things:●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 property rights 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; 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”, as well as in this annualreport 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 that may affect our business,financial condition, results of operations and prospects.1Table 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, whether as a result of newinformation, future events or otherwise, except as required by law.USE OF TRADE NAMESUnless the context otherwise indicates or requires, “Stratasys,” “J750”, “Vero”, “Tango,” “Objet,” “PolyJet,” “Connex,” “FDM”, “Fortus,” “Dimension,” “Uprint,” “Mojo,” “Insight”, “Stratasys DirectManufacturing,” “SDM,” “Solidscape,” “Solid Concepts,” “GrabCAD,” “GrabCAD Print,”, “GrabCAD Community”, “GrabCAD Workbench”, “F123”, “Robotic Composite”, “Infinite Build” “MakerBot,”“Thingiverse,” “Replicator,” “The 3D Printing 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 certainjurisdictions. 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, theStratasys Signet design logo is our property. This annual report contains additional trade names, trademarks and service marks of other companies. We do not intend 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 and into 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 an indirect, wholly-owned subsidiary of Objet (whichchanged 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., aDelaware 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 themerger 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 as Baccio Corporation), orMakerBot, which is the direct parent company of MakerBot Industries, LLC, merged with and into an indirect, wholly-owned subsidiary of Stratasys Ltd., with MakerBot becoming an indirect, wholly-ownedsubsidiary of Stratasys Ltd.; ●references to the “Solid Concepts acquisition” refer to the acquisition consummated on July 14, 2014 whereby Stratasys Ltd. acquired Solid Concepts Inc.; ●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 subsequently amended; ●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.2Table 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 the Stratasys-Objet merger wasaccounted for as a reverse acquisition under the acquisition method of accounting for business combinations. As a result, the historical financial statements of Stratasys, Inc. prior to the effective time of the merger onDecember 1, 2012 became our historical financial statements. Therefore, while the balance sheet data presented below reflects the financial position of Stratasys Ltd. (formerly Objet Ltd.) as of each of December 31,2016, 2015, 2014, 2013 and 2012, the consolidated statement of operations data reflects the results of operations of Stratasys Ltd. for the years ended December 31, 2016, 2015, 2014 and 2013, and from December 1through December 31, 2012, and the results of operations of Stratasys, Inc. from January 1 through November 30, 2012.The historical selected consolidated statement of operations data for the years 2016, 2015 and 2014, and the selected consolidated balance sheet data at December 31, 2016 and 2015 have been derived from ouraudited consolidated financial statements set forth elsewhere in this annual report. The selected consolidated statements of operations data for 2013 and 2012, and the selected consolidated balance sheet data as ofDecember 31, 2014, 2013 and 2012, have been derived from our previously reported audited consolidated financial statements, which are not included in this annual report. The selected financial data should be read inconjunction with our consolidated financial statements and accompanying notes and “Operating and Financial Review and Prospects” appearing in Item 5 of this annual report, and are qualified entirely by reference tosuch consolidated financial statements. Our historical results set forth herein are not necessarily indicative of our future results.Year Ended December 31, 2016 2015 2014 2013 2012(U.S. $ in thousands, except per share data)Statement of Operations Data:Net sales$ 672,458$ 695,995$ 750,129$ 484,403$ 215,244Gross profit317,306102,172362,394226,173109,911Research and development expense, net97,778122,36082,27052,31019,659Selling, general and administrative expense307,113434,619351,993202,04073,130Goodwill impairment-942,408102,470--Change in fair value of obligations in connection with acquisitions(872)(23,671)(26,150)754-Operating income (loss)(86,713)(1,373,544)(148,189)(28,931)17,122Net income (loss)(77,621)(1,373,511)(119,470)(26,907)8,823Net income (loss) attributable to Stratasys Ltd.(77,219)(1,372,835)(119,420)(26,954)8,491Net income (loss) per basic share attributable to Stratasys Ltd.(1.48)(26.64)(2.39)(0.64)0.37Weighted average basic shares outstanding52,33051,59250,01942,07922,812Net income (loss) per diluted share attributable to Stratasys Ltd.(1.48)(26.64)(2.39)(0.68)0.36Weighted average diluted shares outstanding52,58251,59250,01942,09923,776Balance Sheet Data:Working capital*388,428374,346546,062714,404230,929Total assets*1,366,0491,414,3562,899,1072,782,2211,731,513Equity1,135,9981,188,8012,531,2392,499,7871,572,1563Table of Contents*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 are classified as non-currenton our balance sheets commencing December 31, 2015. Prior periods were not retrospectively adjusted.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 year ended December 31, 2012 thatgive 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, 2012 Pro 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.C. 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 risks facing us. Additional risksand 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 of these risks actually occurs , our business, financialcondition 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 in our current systems inresponse 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 innovation and 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 to compete in these markets depends, in large part, on oursuccess in enhancing our existing products and developing new additive manufacturing systems and new consumables that will address the increasingly sophisticated and varied needs of prospective end-users, andrespond to technological advances and industry standards and practices on a cost-effective and timely basis or otherwise 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 or that our competitors willcreate 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.4Table of ContentsOur 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 of which will not be withinour 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 market price 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 those identified 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 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 3D printers; ●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; ●tax benefit that we may record due to partial or full release of valuation allowances 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 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 those currencies; 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 results as an indicator of ourfuture 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 shift towards 3D printing. This istrue with respect to prototype development, and to some extent, with respect to direct digital manufacturing, or DDM, as an alternative to traditional manufacturing. If the commercial marketplace does not continue totransform towards the broader acceptance of 3D printing and DDM as alternatives for prototype development and traditional manufacturing, or if it adopts 3D printing based on technologies other than the technologiesthat we use, we may not be able to increase or sustain current or future levels of sales of our products and related materials and services, and our results of operations may be adversely affected as a result.5Table of ContentsDuring the years 2015 and 2016, the growth rate in the 3D printing and additive manufacturing industries slowed significantly and our revenues declined in each year relative to the previous year. We experiencedlower revenues across most regions and most product and service lines. We believe this trend was attributable, in part, to weak investment in capital equipment by customers within key verticals, as well as difficultmacroeconomic conditions in certain global regions. These factors, when combined with excess capacity that we have experienced as a result of our significant growth in the years 2013 and 2014, adversely impactedour profitability. While we were able to mitigate this trend via cost reduction measures in 2016 and thereby improve our operating results relative to 2015. To the extent that these trends continue for an extended periodof time or macroeconomic 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, 2016, the carrying value of all of our goodwill and other intangible assets was approximately $563.1 million compared to a carrying value of $636.3 million as of December 31, 2015. As ofDecember 31, 2014, however, that carrying value was $1.9 billion . The significant decrease in the carrying value of our goodwill and other intangible assets over the course of 2015 was primarily due to impairmentcharges of $1.2 billion during 2015.Under accounting principles generally 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 indicatethat the carrying 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 indicatorsincluded a further significant decline in our market capitalization for a sustained period and weaker than expected operating results of our reporting units for 2015. During 2015, we also tested the recoverability of ourpurchased intangible assets due to certain indicators of impairment including weaker than expected operating results of our reporting units for 2015, reorganization initiatives for our operations, lower forecastedprofitability due to technological and other trends as well as the increased uncertainty in the 3D printing environment.These tests and analyses, performed in 2015, led to non-cash goodwill impairment charges of $942.4 million and non-cash impairment charges of $278.5 million to our intangible assets. For further information,please see notes 7 and 8 to our consolidated financial statements included elsewhere in this annual report.During 2016, we recorded impairment charges of $17.9 million to our intangible assets. In addition, during the fourth quarter of 2016, we performed a quantitative assessment for goodwill impairment for ourStratasys-Objet reporting unit. Following our quantitative assessment, we concluded that there is a narrow percentage difference between the estimated fair value and estimated carrying value of our Stratasys-Objetreporting unit, which difference did not warrant that we record an impairment charge in 2016. We have approximately $386 million of goodwill allocated to our Stratasys-Objet reporting unit, however, which could besubject to impairment in the future. For further information, please see Note 7 to our consolidated financial statements included elsewhere in this annual report.Our ongoing consideration of the factors described above, as well as additional factors, could result in further significant charges against our earnings, which could have a material adverse effect on our results ofoperations.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 and diminish the impact of our costreduction programs that we initiated in 2015 and 2016.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 decreased demand. Decreased demandalso adversely impacts the volume of our systems sales, as occurred in 2015 and again in 2016, when our sales declined overall in each case relative to the previous year. 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 operating results will be adverselyaffected.In 2015 and 2016, in response to declining sales volume and revenues, we implemented certain reorganization programs aimed at reducing our costs and improving operating efficiencies. These programs began toshow positive results in 2016, successfully reducing our expenditures and improving our operating results in 2016 relative to 2015. Certain of our operating costs, however, are fixed and cannot readily be reduced,which diminishes the positive impact of our reorganization programs on our operating results. In particular, prior to this contraction in our sales, we had increased our manufacturing capacity in anticipation of thegrowth of the 3D printing market over the long term, which is accompanied by increased fixed costs. To the extent that the growth in the market for our products slows further, or the 3D printing market contracts, wemay be faced with excess manufacturing capacity and excess related costs that cannot readily be reduced, which will adversely impact our results of operations.To the extent that other companies are successful in developing or marketing consumables for use in our Stratasys Idea, Design and Production Series systems, our revenues and profits would likely beadversely affected.We sell a substantial portion of the consumables used in our systems. We attempt to protect against replication of our proprietary consumables through patents and trade secrets and provide that warranties on thosesystems may be invalid if customers use non-genuine consumables that cause damage to the printer. Other companies have developed and sold, and may continue to develop and sell, consumables that are used with oursystems, which may reduce our consumables sales and impair our overall revenues and profitability.6Table of ContentsIf 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-level systems. As some of the salesof our entry-level systems may displace sales of our other systems. 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 productmix shifts too far into lower margin 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,our profitability 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, Stratasys Direct Manufacturing,and which are characterized by lower margins relative to our products.Until fairly 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 our infrastructure and properlyintegrate the internal or external sources of our growth in order to generate the intended benefits from it, our results of operations will suffer.Until 2015, we had experienced rapid and significant growth in our operations, and we intend to continue to grow over the long term. The continued adaptation of our infrastructure to our growth will require,among other things, development of our financial and management controls and management information systems, management of our sales channel, increased capital expenditures, the ability to attract and retainqualified 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 expectedlong-term growth in our operations. Any delays in, or problems associated with, implementing, or transitioning to, new or enhanced systems, procedures, or controls to accommodate and support the requirements ofour business and operations 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.Additional 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, financialcondition, 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 products to 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 for these systems, includingboth additive and subtractive manufacturing methodologies, such as metal extrusion, computer-controlled machining and manual modeling techniques. Our principal competition currently consists of othermanufacturers of systems for prototype development and customized manufacturing processes, including 3D Systems Corporation, EOS GmbH and EnvisionTEC GmbH, and, with respect to our entry-level desktop3D printers, a multitude of companies such as XYZprinting, Ultimaker, and others. Competition with our entry-level desktop 3D printers and our other lower-end products has intensified and is an important factor inthe decrease in sales. For our broadened AM parts and services business, our chief competitors consist of 3D Systems Corporation, Materialise and many other smaller service providers. During 2016, Carbon startedselling 3D printers targeting similar end-users, and HP is expected to start commercial sales of its 3D printers in 2017. Their 3D printers are expected to compete directly with some of our product lines. We may faceadditional competition in the future from other new entrants into the marketplace, including companies that may have significantly greater resources than we have that may become new market entrants or may enterthrough 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 andother resources than we have. Current and future competitors may be able to respond more quickly to new or emerging technologies and changes in end-user demands and to devote greater resources to thedevelopment, promotion and sale of their products than we can. Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable orless competitive (whether from a price perspective or otherwise). We cannot assure you that we will be able to maintain or enhance our current competitive position or continue to compete successfully against currentand future sources of competition.7Table of ContentsAs 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. Our failure to do so successfully(including, if applicable, to finance such acquisitions or investments on favorable terms and to avoid adverse financial consequences) may adversely affect our 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 a suitable acquisition orinvestment, 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 the transaction on our own and cannot obtainfinancing at a reasonable cost or if regulatory authorities prevent such transaction from being consummated. If we proceed with a particular acquisition, we may have to use cash, issue new equity securities withdilutive effects on existing shareholders, incur indebtedness, assume contingent liabilities or amortize assets or expenses in a manner that might have a material adverse effect on our financial condition, results ofoperations or liquidity. Acquisitions will also require us to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the periodin which an acquisition is consummated. In addition, we could also face unknown liabilities or write-offs due to our acquisitions, which could result in a significant charge to our earnings in the period in which theyoccur. We will also be required to record goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period.Further to that risk, during the years ended December 31, 2016, December 31, 2015 and December 31, 2014, we recorded intangible assets impairment charges of $17.9 million, $278.5 million and $14.6 million,respectively. In addition, during the years ended December 31, 2015 and December 31, 2014, we recorded goodwill impairment charges of $942.4 million and $102.5 million, respectively, related to our goodwillassigned to companies that we have acquired. We did not record any such impairment charges during the year ended December 31, 2016. For further information on our quantitative assessment for goodwill impairmentwe performed in 2016, please see Note 7 to our consolidated financial statements included elsewhere in this annual report.If 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 and the market price of ourordinary 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 we believe that integrationactivities 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 with suppliers, distributors, customersand 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 the acquired entities in thetimeframe anticipated. It is also possible that such continuing integration and coordination arrangements could lead to the loss of members of our senior executive team, diversion of the attention of management, or thedisruption or interruption of, or the loss of momentum in, our ongoing business, which could adversely affect our business and financial results. The occurrence of such negative results could adversely affect the marketprice 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 our business and operations, as wellas to the development of our strategy. The loss of the services of any members of our senior executive team could delay or prevent the successful implementation of our growth strategy, or our commercialization ofnew applications for our systems or other products, or could otherwise adversely affect our ability to manage our company effectively and carry out our business plan. Members of our senior management team mayresign at any time. In 2016 and the start of 2017, we experienced a turn-over in two of our key executive positions, as Ilan Levin replaced David Reis as our Chief Executive Officer effective as of July 1, 2016, andLilach Payorski replaced Erez Simha as our Chief Financial Officer effective as of January 1, 2017. While each of these new executives came from within Stratasys and we have experienced a smooth transition to date,there is no guarantee that these changes (and the relative close proximity in which they occurred) will not have any adverse effects on our operations. In addition, high demand exists for senior management and otherkey personnel (including scientific, technical and sales personnel) in the additive manufacturing, or AM, industry, and there can be no assurance that we will be able to retain our current key personnel. We experienceintense competition for qualified personnel. While we intend to continue to provide competitive compensation packages to attract and retain key personnel, some of our competitors for these employees have greaterresources and more experience, making it difficult for us to compete successfully for key personnel. If we cannot attract and retain sufficiently qualified technical employees for our research and development andmanufacturing operations, we may be unable to achieve the synergies expected from mergers and acquisitions that we may effect from time to time, or to develop and commercialize new products or new applicationsfor existing products. Furthermore, possible shortages of key personnel, including engineers, in the regions surrounding our Minnesota, New York, California, Texas, Boston, New Hampshire or Israeli facilities couldrequire us to pay more to hire and retain key personnel, thereby increasing our costs.8Table of ContentsDefects 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 material expenses, diversion ofmanagement 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/or use within a system. Thesedefects or errors could result in significant warranty, support and repair or replacement costs, cause us to lose market share and divert the attention of our engineering personnel from our product development efforts tofind and correct the issue.This 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 fall within three differentcategories (with several of the chemicals falling within multiple categories): irritants, harmful chemicals and chemicals dangerous for the environment. In addition, we may be subject to claims that our 3D printers havebeen, or may be, used to create parts that are not in compliance with legal requirements or that intellectual property posted by third parties on our Thingiverse and GrabCAD websites infringes the intellectual propertyrights 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 to fail 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 that such insurance will be available or adequate toprotect against all such claims, or we may elect to self-insure with respect to certain matters. Costs or payments made in connection with warranty and product liability claims and product recalls or other claims couldmaterially 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 automotiveindustries, in particular, makes us more susceptible to product and other liability claims, which characterize operations in those industries. Any such claims that are not adequately covered by insurance or forwhich insurance is not available may adversely affect our results of operations and financial condition.Our digital manufacturing business, Stratasys Direct Manufacturing, produce AM parts, which are used by our customers as prototypes, benchmarks and end-use parts. In particular, we provide these additivemanufacturing services to customers in the aerospace, medical and automotive industries. The sale of end use parts in general, and to customers in the foregoing industries in particular, exposes us to possible claims forproperty damage and personal injury or death, which may result from the use of these end-use parts. We may be potentially liable, in significant amounts, if an aircraft, automotive or medical part, component, oraccessory or any other aviation, automotive or medical 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 areinstalled crashes and the 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 commensurate withindustry 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 insurance coverage may not be adequateor available to protect our consolidated company in all circumstances. Additionally, we might not be able to maintain adequate insurance coverage for our AM services business in the future at an acceptable cost. Anyliability claim against our AM services business that is not covered by adequate insurance could adversely affect our consolidated results 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 manufacturing arrangements were to bedisrupted, 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 Stratasys Direct Manufacturing servicesbusiness, 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 currentlychoose to use only one or a limited number of suppliers for several of these components and materials. Furthermore, the suppliers of AM systems and materials used in our SDM parts service may refuse to sell usadditional AM systems or component parts and materials for AM systems that our SDM service uses. Our reliance 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.9Table 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 cause production delays if wewere required to qualify a new supplier unexpectedly. We generally assemble our systems and parts based on our internal forecasts and the availability of raw materials, assemblies, components and finished goods thatare supplied to us by third parties, which are subject to various lead times. If certain suppliers were to decide to discontinue production of an assembly, component or raw material that we use, the unanticipated changein the availability of supplies, or unanticipated supply limitations, could cause delays in, or loss of, sales, increased production or related costs and consequently reduced margins, and damage to our reputation. If wewere 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 headsand associated electronic components, and receive a non-transferable, non-exclusive right to assemble, use and sell these purchased products under Ricoh’s patent rights and trade secrets. Due to the risk of adiscontinuation of the supply of Ricoh printer heads and other key components of our products, we maintain excess inventory of those printer heads and other components. However, if our forecasts exceed actualorders, we may hold large inventories of slow-moving or unusable parts or raw materials, which could result in inventory write offs or write downs and have an adverse effect on our cash flow, profitability and resultsof operations. See “Item 4. Information on the Company—Business Overview—Manufacturing and 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 of systems 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 all of these production facilities, a disruption at any ofthose facilities could materially damage our ability to supply 3D printers, other systems or consumable materials to the marketplace in a timely manner. Depending on the cause of the disruption, we could also incursignificant 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 disruptioncould result in a material adverse effect on our revenue, results of operations and earnings, 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 could reduce our revenues andadversely 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 salesagents 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 to terminate their relationship with us or otherwise failor 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. If these resellers and independent sales agents do not perform as anticipated or ifwe are unable to find qualified and successful replacements, our sales will suffer, which would have an adverse effect on our revenues and operating results. Additionally, a default by one or more resellers that have asignificant receivables balance could have an adverse financial impact on our financial results.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 stream of revenues does notdevelop 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 of our systems may notpurchase 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 of consumables relative to our higher endsystems. If our current and future end-users purchase a lower volume of our consumables, or if our entry level systems represent an increasing percentage of our future installed base mix uses less consumables than ourcurrent installed base, our recurring revenue stream relative to our total revenues would be reduced, and our operating results would be adversely affected.Global economic, political and social conditions have adversely impacted our sales, and may continue to affect us more significantly in the future.Uncertainty with respect to the global economy, difficulties in the financial services sector and credit markets, geopolitical uncertainties and other macroeconomic factors all affect spending behavior of potentialend-users of our products and services. The uncertain prospects for economic growth in some of the regions in which we sell our products may cause end-users to delay or reduce technology purchases. We also facerisks that may arise from financial difficulties experienced by our end-users, suppliers and distributors, which may be exacerbated by continued uncertainty in the global economy, including:10Table of Contents●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 to disruption in the supply ofsystems, 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 risks may adversely affect ourbusiness and operating results.We expect to derive a substantial percentage of our sales from international markets. We derived 40.5% of our sales in 2016 from countries outside of North America. Accordingly, we face significant operationalrisks 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 our operating results.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 hazardous substances such as theUnited States Toxic Substances Control Act, or TSCA, and the Registration, Evaluation, Authorization and Restriction of Chemical Substances, or REACH. These laws and regulations require the testing andregistration 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 similar laws and regulations, we may be required to make significantexpenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we could be subject to significant fines orother civil and criminal penalties should we not achieve such compliance.Significant 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 could negatively impact our businessand operations. We could also experience business interruption, information theft and/or reputational damage from cyber attacks, which may compromise our systems and lead to data leakage either internally or at ourthird 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 thatthese measures will be successful in preventing compromise and/or disruption of our information technology systems and related data.11Table of ContentsUnder 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 the expertise of some of our formeremployees.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 or clients for a limited periodafter 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 be difficult for us to restrict our competitors from benefitingfrom the expertise that our former employees or consultants developed while working for us. For example, Israeli courts have required employers seeking to enforce non-compete undertakings of a former employee todemonstrate that the competitive activities of the former employee will harm one of a limited number of material interests of the employer that have been recognized by the courts, such as the secrecy of a company’sconfidential commercial information or the protection of its intellectual property. If we cannot demonstrate that such interests will be harmed, we may be unable to prevent our competitors from benefiting from theexpertise of our former employees or consultants and our ability to remain competitive may be diminished. In addition in California, where many employees of our SDM parts service are located, non-competitionagreements with employees 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 jurisdictions and, to the extent thatregulatory 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 requirements in a number ofjurisdictions. 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, ourdisclosure practices and other matters. As such reviews progress, the regulating agencies may determine that we are and have been in compliance with applicable rules, or they may determine to pursue enforcementactions or other sanctions against us for alleged noncompliance. As an example, on March 3, 2016, the enforcement division of the U.S. Securities and Exchange Commission, or SEC, issued a subpoena to usrequesting a number of documents as part of an investigation of the valuations and other calculations we used to assess the impairment of goodwill and/or intangible assets included in the balance sheet in our SECfilings. We have cooperated with the SEC and produced documents in the summer of 2016. If the SEC has any further information requests, we will continue to cooperate with that agency.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 our business.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 with applicable 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 (including distributors of our products) may take action determined to be inviolation of such anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, as well as trade sanctions administered by the Office of Foreign Assets Control andthe U.S. Department of Commerce. Any violation by any of these persons could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and mightadversely affect our results of operations. In addition, actual or alleged violations 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 incur unforeseen charges.We own buildings in Eden Prairie, Minnesota, which we use to conduct our FDM manufacturing and assembly operations, as well as our new office facility in Rehovot, Israel and manufacturing facility in KiryatGat, Israel. Ownership of these buildings and facilities may adversely affect our ability to move some or all of those operations to other locations that may be more favorable. If we were to move any of those operationsto other locations, we may have difficulty selling or leasing the property that we vacate. This risk also applies to the facilities that we lease under non-cancellable lease agreements, where we cannot freely vacate thefacilities. These limitations on our ability to move 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, infuture periods, once again have an adverse effect on our results of operations.12Table 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 financial condition.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 a significant charge against ourcurrent reported earnings. We have reviewed our policies that govern credit and collections, and will continue to monitor them in light of current payment status and economic conditions. In addition, we try to reducethe credit exposures of our accounts receivable by credit limits and credit insurance for many of our customers. However, there can be no 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 time when such resellers or customers have high accounts receivable balances with us. Any such default wouldresult in a significant charge against our earnings and adversely affect our results of operations 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 of operations.Our operations use chemicals and produce waste materials. We are subject to extensive environmental, health and safety laws, regulations and permitting requirements in multiple jurisdictions governing, amongother things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardousmaterials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the healthand safety of our employees. Under these laws, regulations and requirements, we could also be subject to liability for improper disposal of chemicals and waste materials, including those resulting from the use of oursystems and accompanying materials by end-users. These or future laws and regulations could potentially require the expenditure of significant amounts for compliance and/or remediation. If our operations fail tocomply with such laws or regulations, we may be subject to fines and other civil, administrative or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities. Inaddition, we may be required 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, regardless of fault. We may beidentified as a potentially responsible party under such laws. Such developments could have a material adverse effect on our business, financial condition and results of operations.We are currently subject to a number of lawsuits. These and any future lawsuits to which we become subject may have a significant adverse effect on our financial condition or profitability.We are subject to four lawsuits, styled as class actions of our shareholders, which were initiated in the United States District Courts for the District of Minnesota, the Southern District of New York, and the EasternDistrict of New York on February 5, 9, and 20, 2015, and March 25, 2015, and which name the Company and certain of our officers as defendants. The lawsuits allege violations of the Exchange Act in connection withallegedly false and misleading statements concerning our business and prospects. The plaintiffs seek damages and an award of reasonable costs and expenses, including attorneys’ fees. On April 15, 2015, the caseswere 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, lead plaintiffs filedtheir 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. On June 30, 2016, thecourt granted defendants’ motion to dismiss with prejudice and entered judgment in favor of defendants. On July 29, 2016, lead plaintiffs filed a notice of appeal to the United States Court of Appeals for the EighthCircuit from the court’s judgment. On September 22, 2016, lead plaintiffs filed the opening initial brief on appeal. On October 24, 2016, defendants filed their answering brief to appeal. On November 18, 2016, leadplaintiffs filed the reply brief in support of their appeal. Oral arguments for appeal are scheduled for March 9, 2017. We intend to mount vigorous 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. Resolution of these matters canbe prolonged and costly, and the 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 tonew developments, 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, in significant legal expenses andrequire significant attention and resources of management. As a result, current and any future litigation could result in losses, damages and expenses that have a significant adverse effect on our financial condition orprofitability.13Table of ContentsWe rely on our management information systems for inventory management, distribution, and other key functions. If our information systems fail to adequately perform these functions, or if we experience aninterruption 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, effectively manage our accounting andfinancial functions, including maintaining our internal controls; to manage our manufacturing and supply chain processes; and to maintain our research and development data. The failure of our managementinformation 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 management information systems, including our computer systems, intranet and internet sites, email and othertelecommunications and data networks, the security measures we have implemented may not be effective and our systems may be vulnerable to theft, loss, damage and interruption from a number of potential sourcesand 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 conditioncould be adversely affected if, as a result of 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 arerequired to pay fines in connection with stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwiseincur 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 for some of our products andour 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, andgold), and certain of their derivatives, known as “conflict minerals,” which are mined from the Democratic Republic of the Congo and adjoining countries, as well as procedures regarding a manufacturer’s efforts toprevent the sourcing of such minerals and metals produced from those minerals. As required by these new rules, in 2013, we commenced due diligence efforts to determine our use of conflict minerals, and we madeour initial three annual conflict mineral filings with the SEC (for calendar years 2013, 2104 and 2015) on June 2, 2014, June 1, 2015 and May 24, 2016, respectively. The rules require us to make subsequent disclosuresno later than May 31 of each following year. A court ruling has overturned part of these SEC rules, by characterizing the required identification of products as “DRC conflict free,” having “not been found to be ‘DRCconflict free’” or “DRC conflict undeterminable” as compelled speech that violates the First Amendment in the United States. Despite the court’s ruling, the conflict minerals disclosures will nevertheless remain inplace for the report that we will need to submit in 2017 (in respect of the 2016 year). We expect that we will continue to incur additional costs and expenses, which may be significant, in order to comply with theserules. 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 diligence procedures that weimplement, which may adversely affect our reputation with our customers, shareholders, and other stakeholders. In such event, we may also face difficulties in satisfying customers who require that all of our productsare certified as conflict mineral free. If we are not able to meet such requirements, customers may choose not to purchase our products, which could 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, we cannot be sure that we will be able to obtain metals, if necessary, from such suppliers in sufficientquantities or at competitive prices. Any one or a combination of these various factors could harm our business, reduce market demand for our products, and adversely affect our profit margins, net sales, and overallfinancial results.Risks related to our intellectual propertyIf 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 arrangements with our employees, end-usersand others to maintain our competitive position. In particular, our success depends, in part, on our ability, and the ability of our licensors, to obtain patent protection for our and their products, technologies andinventions, maintain the confidentiality of our and their trade secrets and know-how, operate without infringing upon the proprietary rights of others and prevent others from infringing upon our and their proprietaryrights.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. Wecannot assure you that any of our existing or future patents or other intellectual property rights will not be challenged, invalidated or circumvented, or will otherwise provide us with meaningful protection. Our pendingpatent applications may not be granted, and we may not be able to obtain foreign patents or pending applications corresponding to our U.S. patents. The laws of certain countries, such as China, may not provide thesame level of patent protection and intellectual property right enforcement as in the United States, so even if we enforce our intellectual property rights or obtain additional patents in China or elsewhere outside of theUnited States, effective enforcement of such rights may not be effective. If our patents and other intellectual property do not adequately protect our technology, our competitors may be able to offer additivemanufacturing systems, consumables or other products similar 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 theunauthorized use of our proprietary 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. Intellectual property disputes andlitigation, 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. Anyof the foregoing could adversely affect our operating results.14Table of ContentsWe 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. Patent applications in the UnitedStates and most other countries are confidential for a period of time until they are published, and the publication of discoveries in scientific or patent literature typically lags actual discoveries by several months ormore. As a result, the nature of claims contained in unpublished patent filings around the world is unknown to us, and we cannot be certain that we were the first to conceive inventions covered by our patents or patentapplications or that we were the first to file patent applications covering such inventions. Furthermore, it is not possible to know in which countries patent holders may choose to extend their filings under the PatentCooperation Treaty or other mechanisms. In addition, we may be subject to intellectual property infringement claims from individuals, vendors and other companies, including those that have acquired patents in thefields of 3D printing or consumable production for the 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 thatwe are infringing trademarks 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 or GrabCAD.comwebsites. Any intellectual property claims, regardless of the merit or resolution of such claims could cause us to incur significant costs in responding to, defending and resolving such claims, and may prohibit orotherwise impair our ability to commercialize new or existing products. Resolution of such claims may, among other things, require us to redesign infringing technology, enter into costly settlement or licenseagreements on terms that are unfavorable to us, or require us to indemnify our distributors and end-users. Any infringement by us or our licensors of the intellectual property rights of third parties may have a materialadverse effect on our business, financial condition and results of operations.If 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 developing consumables that couldbe 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 and invention assignmentagreements 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 not have entered into such agreements with all relevantparties. Such agreements may be breached and confidential information may be willfully or unintentionally disclosed, or our competitors or other parties may learn of the information in some other way. The disclosureto, or independent development by, a competitor of any of our trade secrets, know-how or other technology not protected by a patent or other intellectual property system could materially reduce or eliminate anycompetitive 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 afforded patent protection. Chemicalcompanies or other producers of raw materials used in our consumables may be able to develop consumables that are compatible to a large extent with our systems, whether independently or in contravention of ourtrade 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 andprofitability would be reduced and we could be forced to reduce prices for our proprietary consumables.As our patents expire, additional competitors using our technology could enter the market, which could offer competitive printers and consumables, require us to reduce our prices for our products and resultin lost sales.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 technologypreviously protected by the expired patents, which products may have lower prices than those of our products. To compete, we may need to reduce our prices for those products, which would adversely affect ourrevenues, margins and profitability. Additionally, the expiration of our patents could reduce barriers to entry into AM systems, which could result in the reduction of our sales and earnings potential.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 consumables manufacturing facilities, one of ourFDM manufacturing facilities, and some of our suppliers, are located in central and southern Israel. In addition, many of our key employees, officers and directors 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, a number of armed conflicts have taken place between Israel and its neighboringcountries. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading 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 been engaged 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 with Hezbollah, a Lebanese Islamist Shiite militia group and political party. These conflicts involved missile strikes against civilian targets in various parts of Israel, includingareas where some of our manufacturing facilities are located, and negatively affected business conditions in Israel. Any armed conflicts, terrorist activities or political instability in the region, including those related tothe 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 with whom we do business have sometimesdeclined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, parties with whomwe have agreements involving performance in Israel may claim that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements due to thepolitical or security situation in Israel.15Table of ContentsFurthermore, 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 annual military reserve duty until theyreach 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 last conflict with Hamas), may be called to active duty. Inresponse to increases in terrorist activity from time to time and as a result of the last conflict with Hamas, there have been periods of significant call-ups of military reservists, and some of our Israeli employees havebeen called up in connection with armed conflicts. It is possible that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant numberof Israeli employees or of one or more of our key Israeli employees. Such disruption 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 is currently committed to coveringthe reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained, or if maintained, will be sufficient to compensate usfully for damages incurred. Any losses or damages incurred by our Israeli operations could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likelynegatively affect business conditions generally and could harm our results of operations.Your 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 andresponsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S.-based corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith toward thecompany and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on matters such as amendments to a company’sarticles of association, increases in a company’s authorized share capital, mergers and acquisitions and interested party transactions requiring shareholder approval. In addition, a shareholder who knows that itpossesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company. There is limitedcase law available to assist us in understanding the implications of these provisions that govern shareholders’ actions. These provisions may be interpreted to impose additional obligations and liabilities on holders ofour ordinary shares that are 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 of such a transaction arefavorable 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, officers or significant shareholdersand 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 passed from the date on which a merger proposal is filed byeach merging company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the shareholders of both merging companies have approved the merger. In addition, a majority ofeach class of securities of the target company must approve a merger. Moreover, a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives positive responsesfrom the holders of at least 95% of the issued share capital. Completion of the tender offer also requires approval of a majority of the offerees that do not have a personal interest in the tender offer, unless, followingconsummation of the tender offer, the acquirer would hold at least 98% of the company’s outstanding shares. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, atany time within six months following 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 Israel exempting such shareholders fromIsraeli 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 tax law allows for tax deferral in certain circumstances but makesthe deferral contingent on the fulfillment of a number of conditions, including a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companiesare 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 has occurred.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 be beneficial to us or to ourshareholders.16Table of ContentsExchange 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 Israeli operations, as well as aportion of the cost of revenues, selling and marketing, and general and administrative expenses of our Israeli operations, are incurred in New Israeli Shekels. As a result, we are exposed to exchange rate risks that mayadversely affect our financial results. If the New Israeli Shekel appreciates against the U.S. dollar or if the value of the New Israeli Shekel declines against the U.S. dollar at a time when the rate of inflation in the costof 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 beadversely affected Our Israeli operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future. We cannot predict any future trends in the rate of inflation inIsrael or the rate of devaluation (if any) of the New Israeli Shekel against the U.S. dollar. The Israeli annual rate of deflation amounted to 0.2%, 1.0% , and 0.2% for the years ended December 31, 2016, 2015 and 2014,respectively. The annual appreciation (devaluation) of the New Israeli Shekel in relation to the U.S. dollar amounted to 1.5%, (0.3%) and (12. 0%) for the years ended December 31, 2016, 2015 and 2014, respectively.We 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 and cash flows are also subjectto fluctuations due to changes in the relative values of the U.S. dollar and those foreign currencies. These fluctuations could negatively affect our operating results and could cause our revenues and net income or lossto vary from quarter to quarter. Furthermore, to the extent that our revenues increase in regions such as Asia Pacific, where our sales are denominated in U.S. dollars, a strengthening of the dollar against othercurrencies could make our products less competitive in those foreign markets and collection of receivables more difficult.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 Israel or from fluctuations in therelative 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 DisclosuresAbout 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 meet several conditions for receiptof those benefits, or if the Israeli government otherwise decides to eliminate those benefits, they may be terminated or reduced, which would impact our income 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 rules governing accounting for taxprovisions under GAAP. Income taxes for interim quarters are based on a forecast of our effective tax rate for the year, which includes forward-looking financial projections. Such financial projections are based onnumerous assumptions, including the expectations of profit and loss by jurisdiction. It is difficult to accurately forecast various items that make 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, changes in our uncertain tax positions , the application of transfer pricing rules, and tax audits. Futureevents, such as changes in our business and the tax law in the jurisdictions where we do business, 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 the Investment 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 operations under these benefit programs is 7% to 12%, based on the current balance of activitybetween our Rehovot, Israel and Kiryat Gat, Israel facilities and the available level of benefits under the law. If we do not meet the requirements for maintaining these benefits, they may be reduced or cancelled and therelevant operations would be subject to Israeli corporate tax at the standard rate, which in 2017 is set at 24% and as of 2018 will be 23% (the corporate tax rate was 26.5% and 25% in 2015 and 2016, respectively). Inaddition to being subject to the standard corporate tax rate, we would be required to refund any tax benefits that we have already received as adjusted by the Israeli consumer price index, plus interest or other monetarypenalties. Even if we continue to meet the relevant requirements, the tax benefits that our current “Approved Enterprise” and “Beneficiary Enterprise” receive may not be continued in the future at their current levels orat 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 maycause our effective tax rate to be materially 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.17Table of ContentsThe Israeli government may furthermore independently determine to reduce, phase out or eliminate entirely the benefit programs under the Investment Law, regardless of whether we then qualify for benefits underthose programs at the time, which would also adversely affect our effective tax rate and our results of operations.Certain Israeli governmental grants that we received for certain of our research and development activities in Israel may restrict our ability to transfer manufacturing operations or technology outside of Israelwithout obtaining a pre-approval from the relevant authorities and, in certain circumstances, payment of significant amounts to the authorities.Our Israeli-based research and development efforts were and are financed in part, through grants that we received from the National Technological Innovation Authority, or the Authority (formerly operating asOffice of the Chief Scientist of the Ministry of Economy of the State of Israel, or the OCS). Through 2006, Objet received grants from the OCS of approximately $1.5 million, which it repaid in its entirety (includinginterest thereon) by the end of 2007. More recently, we have received additional funding from the Authority of approximately $4.3 million, in the aggregate (as of December 31, 2016), under several R&D programs tosupport certain research and development projects in Israel. Such funding is not subject to royalty obligations on our part.We must comply with the requirements of the Israeli Encouragement of Research, Development and Technological Innovation Law, 5744-1984, or the Innovation Law (formerly known as the Encouragement ofIndustrial Research and Development Law, 5744-1984, or the Research Law), and related regulations, with respect to those current and past grants.When a company develops know-how, technology or products using grants provided by the Authority, the terms of these grants and the Innovation Law restrict the transfer of such know-how, and the transfer ofmanufacturing or manufacturing rights of such products, technologies or know-how outside of Israel. Even after the repayment of such grants in full, we will remain subject to the restrictions set forth under theInnovation Law, including:●Transfer of know-how outside of Israel . Any transfer of the know-how that was developed with the funding of the Authority, outside of Israel, requires prior approval of the Authority, and the payment of aredemption fee. ●Local manufacturing obligation . The terms of the grants under the Innovation Law require that the manufacturing of products resulting from Authority-funded programs be carried out in Israel, unless a priorwritten approval of the Authority is obtained (except for a transfer of up to 10% of the production rights, for which a notification to the Authority is sufficient). ●Certain reporting obligations . We, as any recipient of a grant or a benefit under the Innovation Law, are required to file reports on the progress of activities for which the grant was provided as well as on ourrevenues from know-how and products funded by the Authority. In addition, we are required to notify the Authority of certain events detailed in the Innovation Law.Therefore, if aspects 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 outside of Israelof 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 certain conditions on any arrangementunder 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 or know-how, the amount of OCSsupport, the time of completion of the OCS-supported research project and other factors. Furthermore, the consideration available to our shareholders in a transaction involving the transfer outside of Israel oftechnology or know-how developed with OCS funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the OCS.We received grants from the OCS prior to an extensive amendment to the Research Law that came into effect as of January 1, 2016, or the Amendment, which may also affect the terms of existing grants. TheAmendment provides for an interim transition period (which has not yet expired), after which time our grants will be subject to terms of the Amendment. Under the Research Law, as amended by the Amendment, theAuthority is provided with a power to modify the terms of existing grants. Such changes, if introduced by the Authority in the future, may impact the terms governing our grants.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 most of our directors (as of December 31, 2016) reside outside of the United States, and a majority of our assets are located outside of the 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 becollectible 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 in the United States or to assert U.S. securities law claims inoriginal actions instituted in Israel.18Table of ContentsRisks 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 Harvest Technologies employees andformer stockholders, may resell the ordinary shares that we issued or may issue to them pursuant to the MakerBot transaction, Solid Concepts acquisition or Harvest Technologies acquisition, as applicable, under Rule144 under the Securities Act, or Rule 144, which allows for the resale of the foregoing groups of shares. Under the terms of the MakerBot and Solid Concepts merger agreements, and the Harvest Technologies stockpurchase agreement, we issued at the closing of the transactions on August 15, 2013, July 14, 2014 and August 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 be sold or may have already been sold, in whole or part, to the public following the closings. Those shares together constituted approximately10% of our issued and outstanding shares, in the aggregate, as of the closing date of the Harvest Technologies acquisition (following the issuance of the shares in the Harvest Technologies acquisition). We havesubsequently issued since the respective closings, an additional 635,939, 492,145 and 26,614 ordinary shares to the selling shareholders and/or employees pursuant to the MakerBot transaction, Solid Conceptsacquisition and Harvest Technologies acquisition, respectively, which may be subsequently resold without restriction under Rule 144. We may also issue up to an additional approximately 360,000 ordinary shares andapproximately 32,500 (based on our share price as of December 31, 2016) ordinary shares to the selling shareholders and/or employees in respect of periods through mid-2017 and early 2018 pursuant to the terms ofthe Solid Concepts merger agreement and Harvest Technologies stock purchase agreement, respectively, which may be subsequently resold without restriction under Rule 144. Sales of a significant number of theforegoing 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 incur substantial losses.The market price of our ordinary shares since the Stratasys-Objet merger has been subject to substantial fluctuation. From the start of 2015 through the early part of 2017 (through February 28, 2017 ), our ordinaryshares have traded with closing prices that have ranged from $15.24 to $81.05 . The price of our ordinary shares may continue to be subject to substantial fluctuation regardless of our operating results or financialcondition due to a number of factors, including:●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 our shareholders.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 volume fluctuations for reasonsunrelated to the operating performance of any one company. In the past, following periods of market volatility, public company shareholders have often instituted securities class action litigation. Such securitieslitigation could result in substantial costs and divert the resources and attention of our management from our business.19Table of ContentsRaising 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.If 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 may have rights, preferences orprivileges 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 ability to raise funds in thecapital 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 could potentially suffer a loss, ontheir 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 be investors’ sole source of areturn 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 accrued over a period of the mostrecent two years, whichever amount is greater, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. In theevent that we do not meet the profit and surplus funds criteria, we can seek the approval of an Israeli court in order to distribute a dividend. The court may approve our request if it is convinced that there is noreasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations 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 were deemed to have acquired Objet’s assets, we have incurred and will continue to incur significant annual amounts of depreciation andamortization expense in respect of those assets (see note 2 to our consolidated financial statements appearing in this annual report for more information on the method of accounting for the MakerBot transaction). Weare also subject to the risk of impairment 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 underGAAP have 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 (absent court 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 “Approved Enterprise” and “BeneficiaryEnterprise”, 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 “Risks related to our operations in Israel—The government taxbenefits that we currently receive require us to meet several conditions and may be terminated or reduced in the future, which would increase 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 less information with the SECthan 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 procedural requirements for proxysolicitations. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with 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 fromthe reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares. Accordingly, youreceive less information about our company and trading in our shares by our affiliates than you would receive about a domestic U.S. company, and are afforded less protection under the U.S. federal securities laws thanyou would be afforded in holding securities of a domestic U.S. company.20Table of ContentsAs 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 Listing Rules of the NASDAQ StockMarket for domestic U.S. issuers. We have informed NASDAQ that we follow home country practice in Israel with regard to, among other things, director nomination procedure and approval of compensation ofofficers. In addition, we have opted to follow home country law instead of the Listing Rules of the NASDAQ Stock Market that require 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 will result in a change of control of the company, certain transactions other than a public offering involvingissuances of a 20% or greater interest in the company, and certain acquisitions of the stock or assets of another company. Following our home country governance practices as opposed to the requirements that wouldotherwise apply to a United States company listed on The NASDAQ Global Select Market may provide our shareholders with less protection than they would have as shareholders of a domestic U.S. company.Our status as a foreign private issuer is subject to an annual review and test, and will be tested again as of June 30, 2017 (the last business day of our second fiscal quarter of 2017). If we lose our status as a foreignprivate issuer, we will no longer be exempt from such rules. Among other things, beginning on January 1, 2018, we would be required to file periodic reports and financial statements on a periodic basis (including bothan annual report in respect of 2017 and quarterly reports in respect of each of the quarters of 2018) as if we were a company incorporated in the U.S., which, among other things, could result in increased complianceand 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 internal controls over financialreporting 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. securities laws to conduct acomprehensive evaluation of its and its subsidiaries’ internal controls over financial reporting. To comply with this statute, we are required to document and test our internal control procedures, and our management isrequired to assess and issue a report concerning our internal controls over financial reporting, in each case on an annual basis. In addition, our independent registered public accounting firm is required to issue anopinion 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. The continuous process of strengtheningour internal controls and complying with Section 404 is complicated and time-consuming. If our business continues to grow internationally, our internal controls will become more complex and will requiresignificantly more resources and attention to ensure that they remain effective overall. Over the course of testing our internal controls, our management may identify material weaknesses, which may not be remedied ina timely manner on an ongoing basis. If our management cannot favorably assess the effectiveness of our internal controls over financial reporting, or if our independent registered public accounting firm identifiesmaterial weaknesses in our internal controls, investor confidence in our financial results 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 the production 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 gainsfrom commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. If we are a PFIC, gain realized by a U.S. shareholder on the sale of our ordinary shares may betaxed 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 todistributions exceeding certain thresholds.Although we do not believe that we were a PFIC in 2016, we cannot assure you that the IRS will agree with that conclusion or that we will not become a PFIC in 2017 or in a subsequent year. The tests fordetermining 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. shareholders should consult with their own U.S. tax advisorswith 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 and related tax consequences, please see Item 10.E, “Additional Information—Taxation—U.S. Federal Income Tax Considerations—Tax Consequences if We Are a Passive Foreign Investment Company”.21Table of ContentsITEM 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 inDelaware 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 December 1, 2012, the two companies completed theStratasys-Objet merger, pursuant to which Stratasys, Inc. became an indirect, wholly-owned subsidiary of Objet Ltd., and Objet Ltd. changed its name to Stratasys Ltd. Also, as part of that transaction, the ordinaryshares of Stratasys Ltd. were listed on the NASDAQ Global Select Market under the trading symbol “SSYS”, in place of the listing of the common stock of Stratasys, Inc., which had also traded under that symbol. OnAugust 15, 2013 we acquired Cooperation Technology Corporation, or MakerBot, which was the direct parent company of MakerBot Industries, LLC, a leader in desktop 3D printing, and which owned and operatedThingiverse.com, a website dedicated to the sharing of user-created digital design files. The business of MakerBot (including Thingiverse.com) is now operated by a subsidiary of our company. In July 2014 and August2014, we completed the acquisitions of Solid Concepts and Harvest Technologies, respectively, two leading providers of additive manufacturing services. Following those last two acquisitions, in 2015, we introducedour branded Stratasys 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 andend-use parts.We have dual headquarters. Our registered office and one of our two principal places of business is located at 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 76124, Israel, and our telephone number atthat 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 there is (952) 937-3000. Our agent in the United States isS. 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. Theinformation contained on that web site (or on our other web sites, including www.objet.com) is not a part of this annual report. As an Israeli company, we operate under the provisions of Israel’s Companies Law, 5759-1999.In 2016, 2015 and 2014, our capital expenditures amounted to $ 47.1 million, $87.0 million and $62.3 million, respectively, of which $ 45.1 million, $84.3 million and $60.5 million, respectively, was principallyrelated to the purchase (or construction) of property, plant and equipment. During 2016, our principal property and equipment investment was the construction of our new facility at our new property in Rehovot, Israel,which we own, and where we moved our Israeli headquarters during January, 2017. This new facility, towards which we paid $ 18.2 million during 2016, also houses research and development facilities. As ofDecember 31, 2016 we invested in our new facility in Israel and its related equipment approximately $58.4 million. Our remaining capital expenditures in 2016 related primarily to manufacturing and engineeringdevelopment equipment, leasehold improvements and computer systems and software applications.Other purchases of property and equipment that we have made over 2015 and 2014 have been mainly for facilities expansion, manufacturing equipment and information technology, primarily for our facilities in theUnited 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 and for the direct manufactureof end parts. Our solutions include products ranging from entry-level desktop 3D printers to systems for rapid prototyping, or RP, and large production systems for direct digital manufacturing, or DDM. We alsodevelop, manufacture and sell materials for use with our systems and provide related services offerings. We believe that the range of 3D printing consumable materials that we offer, consisting of 15 fused depositionmodeling (FDM), cartridge-based materials, 26 PolyJet cartridge-based materials, five smooth curvature printing (SCP) inkjet-based materials, 158 non-color digital materials, and over 1,500 color variations, as well asour four SolidScape non-toxic thermoplastic modeling materials, is the widest 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 oftraditional, or subtractive, manufacturing methodologies such as metal extrusion, computer-controlled machining and manual modeling techniques. With respect to product design and prototype development, 3Dprinting significantly improves the design process, reduces the time required for product development and facilitates creativity, while keeping the most or all of the design process in-house. 3D printing also enables thedirect manufacture of parts that are subsequently incorporated into a user’s end product. In addition, manufacturers are increasingly using 3D printing systems to produce manufacturing tools such as jigs and fixtures,that aid in their production and assembly processes. While 3D printing has historically been focused on design and manufacturing applications, 3D printing is beginning to show signs of broader adoption throughsimplification, 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, medical processes and medicaldevices, education, dental, jewelry and more. Our customers range from individuals and smaller businesses to large, global enterprises, and we include a number of Fortune 100 companies among our customers.We 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 technologies and materials, enhance theability of designers, engineers and manufacturers to:●visualize and communicate product ideas and designs; ●verify the form, fit and function of prototypes;22Table of Contents●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 and education. Our portfolio offersa variety of performance options for our customers, depending on their desired application, as well as on the nature and size of the designs, prototypes or end-products they seek to produce. Our wide range of systemsallows us to offer our customers systems at a number of different price points, depending on the features that our customers desire.We benefit from recurring 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 America andinternationally, including: Baden-Baden, Germany; Hong Kong; São Paulo, Brazil; Shanghai, China; and Tokyo, Japan, as well as through our worldwide network of approximately 200 agents and resellers.Additionally, through our MakerBot subsidiary, we deploy an online sales channel. We have approximately 2,500 employees and hold more than 1,200 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 manual modeling techniques, in whichblocks of material are carved or milled into specific objects. These subtractive manufacturing methodologies have numerous limitations. They often require specialist 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 meaningfully impacting a product’s time-to-market and development cost. As a result, prototypes havetraditionally been created only at selected milestones late in the design process, which prevents designers from truly visualizing and verifying the design of an object in the preliminary design stage. The inability toiterate a design rapidly hinders collaboration among design team members and other stakeholders and reduces the ability to optimize a design, as time-to-market and optimization become necessary trade-offs in thedesign 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 be significantly more efficient andeffective than traditional model-making techniques for use across the design process, from concept modeling and design review and validation, to fit and function prototyping, pattern making and tooling, to directmanufacturing of repeatable, cost-effective parts, short-run parts and customized end products. Introducing 3D modeling earlier in the design process to evaluate fit, form and function can result in faster time-to-marketand 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 involves the use of 3D productionsystems for the direct manufacture of parts that are subsequently incorporated into the user’s end product or manufacturing process. DDM is particularly attractive in applications that require short-run or low-volumeparts or rapid turn-around, and for which tooling would not be appropriate due to small volumes. DDM also enables the production of objects that have been topologically designed, or designed on the basis of acomputerized determination of where to place the key components of the object and how to connect them, a process 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 of materials, accuracy, abilityto create complex objects, ease of use and suitability for office environments. 3D printing is already replacing traditional prototype development methodologies across various industries such as architecture,automotive, aerospace and defense, electronics, medical, footwear, toys, educational institutions, government and entertainment, underscoring its potential 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 anddesign course programs; dental and orthodontic applications, where 3D printed models are being used as 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-designed pieces of jewelry. Furthermore, 3D printing is being used in many industries for the direct digital manufacturing of end-use parts.Desktop 3D printer usage has shown rapid growth, with the introduction and adoption of affordable entry-level 3D printers and increased availability and content. These entry-level desktop printers have increasedmarket adoption by professional designers and education institutes. We expect that the adoption of 3D printing will continue to increase in the future, in terms of design applications, on the one hand, and DDMapplications, on the other hand. We believe that the expansion of the market will be spurred by increased proliferation of 3D content and 3D authoring tools (3D computer-aided-design, or CAD, and other simplified3D authoring tools), as well as increased availability of 3D scanners. We also believe that increased adoption of 3D printing will be facilitated by continued improvements in 3D printing technology and greateraffordability of entry-level systems. We are active in facilitating the growth of the 3D printing market by bringing intuitive, design-to-3D print solutions to the market. We also believe that the increasing adoption of3D printing in manufacturing processes serves as an important source of growth in the 3D printing industry.23Table of ContentsStratasys solutionsRange of solutionsWe provide an integrated solutions offering for different vertical markets focusing on aerospace, automotive, healthcare and education that includes compatible products and services that are designed for ourcustomers’ use cases and effectively solve their specific applicative needs. Our solutions consists of a broad range of 3D printing systems, consumables, software, paid parts, and strategic consulting and professionalservices.Our solutions allow our end-users to print 3D models and parts that enhance their ability to visualize, verify and communicate product designs, thereby improving the design, development and validation processesand reducing time-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. Using presentation modelsdeveloped with our systems, designers and engineers can typically conduct design reviews and identify potential design flaws earlier in the process and improvements before incurring significant costs due to re-toolingand rework, 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 a model or part display orsimply 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 becritical to the product evaluation or sales process.Our solutions also empower our end-users to quickly and efficiently manufacture parts that are subsequently incorporated into the user’s manufacturing processes and improve its effectiveness. For instance, oursolutions enable the production of manufacturing tools such as jigs, fixtures, casts and injection molds that aid in the production and assembly process.Additive Manufacturing of end-use-parts, using our solutions, 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 cost-efficient due to small volumes, such as various applications in the aerospace, automotive, medical, dental and jewelry industries. Our solutions also enable the production of objects that generally could nototherwise be manufactured through subtractive 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.Range 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 1,200granted or pending patents internationally, and our 3D printing systems utilize our patented FDM ® and inkjet-based PolyJet ™ technologies to enable the production of prototypes, tools used for production andmanufactured goods directly from 3D CAD files or other 3D content. We believe that our broad range of product and service offerings is a function 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 heat resistance, color, andmechanical properties necessary for production of functional prototypes and parts for a variety of industries with specific demands and requirements. Use of these materials also enables the production of highly durableend parts as well as objects with soluble cores for the manufacture of hollow parts, the manufacture of which were previously dependent on slower and more expensive subtractive manufacturing technologies.24Table of ContentsWe believe that this technology is differentiated by a number of factors that make it appropriate for 3D printing and additive manufacturing. 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, full-color 3D printing. Oureasy-to-use, PolyJet ™ 3D printers create high-resolution, smooth surface finish models that have the look, feel and functionality of the final designed product. We offer a wide variety of office-friendly resinconsumables, including rigid and flexible (rubber-like) materials and bio-compatible materials for medical applications. Using our PolyJet ™ digital materials technology, our solutions also offer the only 3D printingsystems that deposit multiple materials simultaneously. This enables users, in a single build process, to print parts and assemblies made of multiple materials that each retain their distinct mechanical and physicalproperties. For example, users can print objects with both rigid and flexible portions in a single build, or mix different base colors in order to achieve desired color tone. The PolyJet ™ technology also enables on-demand mixing of a wide variety of resins to create a wide range of pre-defined digital materials, which are composite materials with modified physical or mechanical and color properties that result from thecombination of multiple materials. The wide 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 a wide variety of materials including multi-material printing within a single part, in an office environmentsystem.We also offer Smooth Curvature Printing, or SCP, ink-jetting technology through our Solidscape brand to produce wax-like patterns for lost-wax casting, investment casting and mold making applications. TheSolidscape high-precision 3D printer creates solid parts through an additive, layer-by-layer process, using our SCP ink-jetting technology and high-precision milling of each layer. The parts produced are extremelyhigh resolution with very precise details and fine surface finish.We offer 15 FDM cartridge-based materials, 26 PolyJet cartridge-based materials, five SCP inkjet-based materials, 158 non-color digital materials, and over 1,500 color variations for our 3D printers, which webelieve 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 for more than 10% of our salesin 2016, 2015 or 2014. Our solutions are used across a wide array of applications in a variety of different industries.Our 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, print speed, the ability to printa range of materials with varying levels of strength, chemical and heat resistance, color and mechanical properties, the ability to print multiple materials simultaneously and suitability for office environments. Ouroffering spans the spectrum from entry-level desktop printers to high-end solutions for complex operations. Our FDM-based systems enable highly precise printing of 15 different engineering and high-performancethermoplastic materials, enabling a wide range of DDM applications with little or no post-production processing. Our PolyJet inkjet-based systems jet ultra-thin layers of material and enables voxel level control ofthe deposited materials, part realism (multi materials and colors), high accuracy and resolution and smooth finish to printed models. For use with these systems we offer a wide variety of office-friendly resinconsumables, including rigid, flexible (rubber-like), transparent and color materials. We believe that we offer the only printing system that utilizes the simultaneous jetting of up to six materials to enable end-usersto print models with rigid, flexible and color materials, in virtually unlimited combinations, in a single build. Our SolidScape SCP ink-jetting technology offers high-precision milling of each printed layer, enablingextremely high resolution with precise details and fine surface finish. We also offer the 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 our clients’ needs in an efficientmanner, consisting of a broad range of systems, consumables and services, including: ●3D printers ●Materials25Table of Contents●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 them communicate ideas and sharedesigns. ●Proprietary technology platforms with multidisciplinary technological expertise. We believe that our proprietary 3D FDM and 3D inkjet-based PolyJet printing engines offer end users the versatility anddifferentiated 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 extrusionheads with integrated software and a wide range of proprietary materials to develop and produce leading 3D printing systems. This allows us to offer a spectrum of 3D printers and printing systems of varyingfeatures, capacities and price points, and to migrate the advanced features of our high-end products to our entry-level products with greater efficiency. Our 3D printing solutions integrate innovations in a wide rangeof scientific disciplines, such as physics, chemistry, and mechanical and electrical engineering, as well as software development. We have made significant investments in developing and integrating technologiesinto our hardware platform, software and proprietary consumables. We believe that we have a strong base of technology know-how. Our patent portfolio consists of more than 1,200 granted or pending patentsinternationally. We believe that we 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 Stratasys Direct Manufacturing service business is one of the largest and leading AM parts service providers globally. This unit’s knowledge of and experience inAM, including materials and systems knowhow, and AM end-use parts production is expected to enhance our DDM offering suite. This unit offers a wide array of underlying printing technologies 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 by supply of 3D printers or of 3D printed parts. We believethis 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. The significant installed base has resulted in greater distribution reach and enhanced opportunities forcross selling, given the significantly broadened and complementary product offerings. It furthermore presents us with an opportunity to generate recurring revenues from sales of consumables to the installed base. ●Leading position in desktop 3D printing. Our MakerBot Desktop 3D printers provide accessible desktop 3D printers and materials and leading content creation and sharing solutions. We believe that the desktop3D printing category is poised for future growth driven by broader adoption of 3D printing and an increase the in number of applications where 3D printing is used. We believe our installed base, brand awarenessand portfolio of solutions in this category positions us to capitalize on the continued growth of this category. ●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 include companies across a widerange 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 approximately 200 channel partners around the world, we are well positioned to leverage the extensive geographic reach of our marketing and sales organization to serve customersand grow awareness of 3D printing for RP and DDM. In addition, through our MakerBot subsidiary we deploy an online sales channel. ●Increased accessibility and ease of use for customers. Our newly launched GrabCAD Print software provides easy and accessible 3D printing workflow. Some of our 3D printing systems may be accessedthrough Solidworks, PTC and Adobe computerized design solutions, which enable wider adoption of our 3D printing solutions by designers and manufacturers in a simplified and more accessible manner. We arecollaborating with the above and other leading Computer Aided Design and Product Lifecycle Management solution providers to further enable greater ease of use across the design to production work-flow.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 the introduction of improvedmaterials will continue to drive growth in 3D printing. We intend to invest in the identification of new applications (especially DDM applications) for which our proprietary printing technologies and materials areappropriate. In addition, we seek relevant niche applications where AM can provide substantial value, and develop a comprehensive solution to address these opportunities. We also intend to encourage existing andpotential customers to identify new applications in part by increasing awareness of the features of our technology and product offerings.26Table of Contents●Increasing adoption of AM manufacturing solutions. We believe that the adoption of 3D printing for manufacturing applications can be accelerated through working intimately with our customers and the 3Dprinting 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, wecollaborate with strategic partners in our ecosystem to streamline the integration of 3D printing solutions into the business processes of our customers. ●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 the world and various onlinechannels. We intend to reach new customers and increase sales to existing customers by providing access to new solutions that address customers’ specific needs. These solutions include those offered by ourStratasys Direct Manufacturing service. As part of this strategy we intend to grow awareness of 3D printing solutions for RP and DDM and to develop industry specific sales channels as part of our effort tocommercialize a broader range of new DDM applications. Additionally, we expect to significantly expand our online presence and leverage our sales channel to the broader public. ●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 broad and largely untappedaddressable market, targeting small design teams within large organizations, small and medium-sized businesses, educational institutes and individuals. We expect to leverage our growing Thingiverse communityto accelerate adoption. We expect to incorporate certain additional features of our high-end series of printers into our entry-level series over time. ●Maintaining and extending our technology lead. Our multidisciplinary technological leadership, as evidenced by our more than 1,200 granted or pending patents internationally, underpins our proprietaryhardware, integrated software and range of 3D printing materials. We will seek to extend our technological capabilities by continuing to invest in our R&D efforts, which focus on enhancing our 3D PolyJet andFDM printing technologies as well as developing new innovative solutions for 3D printing. In addition, we will continue developing consumables that offer an even broader array of physical, mechanical andaesthetic properties, thereby broadening user applications. We believe that by enhancing our AM technological capabilities and by developing and introducing new materials for our 3D printing and productionsystems, we will be able to increase both the size of, and our share of, the 3D printing marketplace. ●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 a valuable asset, as reflected in ourcustomer satisfaction surveys. We plan to continue nurturing these relationships to enhance the intimacy with our customers, which will allow us to address their needs better through innovative and holisticprototyping and manufacturing solutions of printers and materials, AM printed parts service and advanced professional services. ●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 and expert consulting services that are designed to meet our clients’ needs in an integrated, complete manner. We intend to leverage that as a basis for generating additional sales and revenuesfrom existing customers and attracting new customers. ●Growing through complementary acquisitions. We intend to selectively pursue acquisitions to expand our product offerings, go to market and overall growth and market penetration. Accordingly, we mayconsider acquisitions and investments in order to effect and accelerate our other growth strategies. ●Expert services – We intend to help companies to increase their adoption of 3D printing by helping them to identify new applications for our technology and by developing robust business cases for investment bythem in our technology. ●Enhanced collaboration. Our GrabCAD community, which fosters collaboration among engineers and designers and helps them to communicate ideas and share designs, enhances the likelihood that we can drawfrom these new collaborations and enhance awareness, and, as a result, sales, of our integrated solutions.Products and servicesOur productsWe offer a dedicated range of products for applications such as rapid prototyping (RP), tooling, as well as manufacturing parts. Our products include 3D printing systems, consumable materials, software andservices.27Table of ContentsCollectively, this portfolio of products offers a broad range of performance options for users, depending on their desired application, as well as on the nature and size of the designs, prototypes or final parts theyseek 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 additive manufacturing. We alsooffer a range of 3D printing materials consisting of 15 FDM cartridge-based materials, 26 PolyJet cartridge-based materials, five SCP, inkjet-based materials, hundreds of thousands of digital materials, and over 1,500color variations. The performance of our different systems varies in terms of capabilities, which are related to the following features:●print speed; ●resolution; ●materials; ●resin cartridge capacity / 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 , which are based on our proprietary FDM and PolyJet technologies, are described below:We offer a series of printing systems suitable for RP, from design validation, visualization and communication to form, fit and functional performance testing. These systems are targeted at work groups and offers avariety of products that provide customers with a broad range of choices of features such as printing capacity, production speed and price. The Objet systems offer high accuracy and print quality using a variety ofPolyJet materials. The new F123 product line allows users to create parts in PLA, ABS plus, ASA and PC-ABS materials. These materials enable production of parts with the strength required for true form, fit andfunctional testing. The F123 is designed to enable ease of use and ease of maintenance and offers easy-to-use but functionality-rich user experience by using the GrabCAD Print software.We also offer printing systems typically used for Additive Manufacturing – production tooling and end parts applications - and high performance Prototyping applications.Our FDM technology based systems produce durable, production-grade thermoplastic heated parts suitable for RP manufacturing, tooling and end-used parts use cases.Our PolyJet technology based high-end printing systems offer the ability to print multiple materials including color printing in a single part build.We also offer our Solidscape line of 3D printers, materials and software for Additive Manufacturing applications. This line of products combines patent-protected, SCP high-precision ink-jetting technology andhigh-precision milling of each layer, with our proprietary graphical front-end ModelWorks software. Objects created with these 3D printers are wax patterns and feature extremely high resolution and accuracy; areused primarily for casting in metal jewelry, dental and industrial parts.Our MakerBot Replicator series represents our desktop 3D printers, compact, and professional-grade 3D printers. Our desktop and compact 3D printers are affordable, and designed for easy, desktop use and aretypically used by individuals operating alone or within an enterprise. Our larger, professional 3D printer has a large build volume ideal for industrial prototypes, models and products.Consumable materialsWe sell a broad range of 3D printing materials, consisting of 15 FDM cartridge-based materials, 26 PolyJet cartridge-based materials, five SCP inkjet-based materials and 158 non-color digital materials, and over1,500 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 our 3D 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 to develop filament modelingmaterials 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 proprietaryfilament form, which is then utilized by our FDM systems. Our spool-based system has proven to be a significant advantage for our products, because it allows the user to quickly change material by simply mountingthe 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 FDMtechnology.28Table of ContentsEach 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 use application, whether it is a patternfor 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 users of those products to createhighly accurate, finely detailed 3D models and parts for a wide range of prototype development and customized manufacturing applications. The wide variety of resins within the PolyJet family is characterized bytransparent, colored, or opaque visual properties and flexible, rigid or other physical properties. Support materials that are used together with the model materials enable the 3D printing of models with a wide array ofcomplex geometries. Our PolyJet materials are produced in-house and are specially designed for our printing systems.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 these materials, which enable themto be packaged, stored, combined and readily cured upon printing. Our PolyJet materials are packaged in cartridges for safe handling and are suitable for use in office environments. The polymerized materials can alsobe machined, drilled, chrome-plated or painted in most cases.SCP inkjet-based materialsOur Solidscape inkjet-based materials feature excellent lost wax casting qualities, including fast melt out, no ash or residue, and no thermal expansion. Currently, we have four modeling materials commerciallyavailable for use with our Solidscape technology. These include materials formulated specifically for particular industries, such as a thermalpolyester formula developed to help retail jewelers and manufacturers meetthe demand for finished goods using less precious materials and a thermalpolyester material formulated to deliver high casting yields for dental applications.SoftwareWe offer downloadable professional 3D printing workflow software as well as suites of software with our various 3D printing systems; each is designed to make the process of creating high-quality, highly detailedand accurate models more efficient. 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 build speed and improving thedesign engineer’s control and efficiency over the entire build process. Other software suites offer simple “click & build” preparation and print tray editing, and provide easy, accurate job timing estimation and full jobcontrol, including queue management. Similarly, we offer software that allows users to make adjustments to 3D printing properties.Jobs enter the queue either according to our software 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 herjobs and the administrator can set and adjust parameters and access permissions. In configurations of multiple printing systems on the network, each user automatically receives the parameters of the selected 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 that Thingiverse is the largestrepository of free 3D printable content available to consumers. Thingiverse includes more than 1 million public designs available for downloading. We have had more than 1 million uploads and more than 200 milliondownloads 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, download our GrabCAD Print software, post and answer mechanicalengineering questions, and participate in design challenges. This community had more than 3.25 million members and more than 1.5 million CAD files available for free download at the end of 2016. The GrabCADcommunity provides engineers and designers a resource for CAD models helping them communicate ideas and share designs.29Table 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 support to 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 to our customers, particularly on our high-performancesystems. Our support network consists of the following:●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 service database containing servicehistory 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 extensive training courses for operatorsand promote proactive knowledge sharing designed to help users maximize the value of their equipment and to expand the applications for which they employ our 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 supportprograms.”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 internal design and engineeringdepartments with feedback on field issues. Failure analysis, corrective action, and continuation engineering efforts are driven by data collected in the field. Ongoing customer support initiatives include development ofadvanced diagnostic and troubleshooting techniques and comprehensive preventative maintenance programs, an expanded training and certification 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 three years from installation, depending upon the product line and geographic location. Warranties are generally accompanied by on-sitemaintenance support. Receipt of maintenance and repair services after the warranty period is subject to the terms of our extended support programs, to the extent purchased 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 initial warranty period. Thesesupport 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 out a 3D printer prior todeciding 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.Expert ServicesStratasys Expert Services brings together our strategic consulting and applications engineering capabilities to provide a portfolio of fee-paying services to our global customer base. The Expert Services portfoliohas been designed to support companies across all vertical markets and at all levels of 3D printing maturity. The Expert Services portfolio of services has been designed to help companies drive both top line salesgrowth through 3D printing adoption and to increase bottom line profitability.For novice users, Stratasys Expert Services offers a highly structured opportunity-screening process to identify where 3D printing could be applied within an enterprise. The expert services team then deliversinnovation workshops, facility walkthroughs and data analytical services to find the most valuable and profitable areas of a business to apply 3D printing technology. Using our team of experienced consultants we thenhelp companies to identify the most appropriate technology solutions, investment cases and supply chain models. For more established 3D printing users, Stratasys Expert Services team also provides specialist designoptimization services, safety and environmental management services, and production quality management services.30Table of ContentsStratasys 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 the acquired businesses known as 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 of technologies allowing for plastic andmetal parts for rapid prototyping and production processes. Our Stratasys Direct Manufacturing paid-parts service produces prototypes and end-use parts for customers from a customer-provided CAD file. This allowsthe customer to benefit from our process-related knowhow, capitalize on the variety of materials and machine types available through our service center, and take advantage of additional capacity using the latest inproven RP and DDM technologies and processes. Our Stratasys Direct Manufacturing business operates a website service, www.stratasysdirect.com, which enables our customers to obtain quotes and order partsaround the clock, seven days a week. Stratasys Direct Manufacturing also provides companies with access to an Expert Services team, which helps companies to identify and evaluate new applications for 3D printing.Key Portfolio Additions & Innovations in 2016 and Early 2017To further strengthen our leadership position and following our strategy to deepen the focus on additive manufacturing, tooling and rapid prototyping for specific vertical market, we announced a variety ofinnovations in 2016 across multiple applications for various key vertical markets, such as automotive, aerospace, consumer products and healthcare.Stratasys J 750 fist true color 3D printerIn April 2016, we introduced what we believe to be an industry-first with our market-disruptive 3D printer, the J750. The new solution breaks restrictive technology barriers, enabling customers for the first time tomix-and-match full color gradients alongside a wide range of materials to achieve one-stop realism without post-processing. This, together with the system's superior versatility, makes the J750 a choice 3D printingsolution for product designers, engineers and manufacturers, as well as service bureaus.As the premier addition to the Objet Connex multi-color, multi-material series of 3D Printers, the Stratasys J 750 allows customers to choose from more than 360,000 different color shades plus multiple materialproperties - ranging from rigid to flexible and opaque to transparent. Prototypes can include a vast array of colors, materials and material properties in the same part, speeding production of realistic models, prototypesand parts for virtually any application need - as well as delivering incomparable 3D printing versatility to produce tooling, molds, jigs and fixtures and more.The Stratasys F123 Series – Smarter Prototyping for WorkgroupsIn February 2017, we introduced the F123 Series, a new comprehensive rapid prototyping solution that answers the specific needs of professional designers and engineers in the workgroup and office setting. Forthe first time, the F123 Series enables end-to-end rapid prototyping for every stage of the prototyping process: Rapid, economically-effective concept verification models in PLA material and fast-draft mode; advanceddesign validation prototypes using a 0.005 in. slice resolution and soluble support for unmatched precision, repeatability and aesthetics. Functional performance testing is enabled with a wide range of functional FDMmaterials including ABS, ASA, and PC-ABS.Utilizing over 30 patented inventions selected from the entire Stratasys FDM range together with several new patents pending, the F123 Series offers wide-ranging engineering and interface usability enhancementsto answer the needs of design workgroups: Engineering grade quality prototyping results - but easy enough for anyone to learn and operate. Professional levels of productivity - but quiet and unobtrusive enough towork in the office environment. The system incorporates GrabCAD Print software that enables printing straight from native CAD files, as well as the ability to manage jobs in real-time and from remote. The F123Series comes in a range of 3 versatile platform sizes.GrabCad PrintIn May 2016, we announced a software strategy designed to make 3D printing significantly easier, more intuitive, and highly-accessible to more applications and users. The approach is powered by the popularGrabCAD Software as a Service (SaaS) platform and supported by a nearly 3.5 million-professional design, engineering, manufacturing and student community members.GrabCAD Print is the first application released under this new investment underscoring the critical nature of software as an essential ingredient of our solutions based go--to-market strategy. A cloud-basedenvironment for job preparation, scheduling, and monitoring, GrabCAD Print also includes innovative business intelligence capabilities to provide users with actionable, end-to-end print job visibility and reports.31Table of ContentsLaunched in November 2016 after a five-month beta trial period, GrabCAD Print offers compatibility with a broad range of Stratasys 3D printers. In addition, because the GrabCAD platform is open architected,industry-leading CAD solution providers such as PTC, Dassault Systèmes’ SOLIDWORKS, and Siemens PLM Software are collaborating with us to further simplify key functions in CAD-to-3D print workflow andimprove quality of 3D printed parts.Easier to Manufacture Complex Hollow Composite Parts with New Sacrificial Tooling SolutionSacrificial tooling, a process in which 3D printed molds are wrapped in composite material and then removed after part curing, enables manufacturers to rapidly and cost-effectively create complex, hollowcomposite parts. We are improving this process with a new sacrificial tooling solution, consisting of our new ST-130 material and new fill patterns. Together, the new material and fill patterns provide fasterdissolution, rapid build speed, better autoclave performance and greatly improved tool quality.Tough PC-ABS Material Now Available on More Stratasys 3D PrintersWith its high durability and smooth matte finish, PC-ABS is a natural choice for challenging applications, such as power-tool prototyping and industrial equipment manufacturing. Owners of the F370, Fortus380mc and 450mc 3D Printers will now have the ability to leverage PC-ABS, reducing time-to-market and high tooling costs for low-volume and custom production builds. 3D printing in real engineeringthermoplastics results in stronger parts, more confident testing and prototypes that mimic the material properties of the final product.Next Generation Production line enhancement for Fortus 900 mcThe Stratasys Fortus 900mc next Generation offers a streamlined workflow and easier job-monitoring with an internal camera and GrabCAD Print Software. Standard certifications are included, eliminating theeffort and cost to qualify the 3D printer for the user's production floor.New FDM Material Nylon 6Stratasys Nylon 6 combines the strength of ULTEM 9085 ™ with the toughness of Nylon 12. It affords a higher strength and stiffness as well as a better 3D printed appearance than Nylon 12. Nylon 6 is one of themost widely used thermoplastics applied in traditional manufacturing. For FDM 3D printing, Stratasys Nylon 6 is specially formulated to control the right balance between mature Nylon 6 properties and controlledshrinkage effects during the FDM 3D printing process.Stratasys Manufacturing Aids PackageOur Manufacturing Aids Package offers assistance to manufacturers seeking to create custom manufacturing tools. The materials-and-services package includes 40 hours of design work from Stratasys ProfessionalServices to make producing a first tool easy.To create strong, lightweight tools, the kit includes canisters of thermoplastic build material and support material. Build material includes Nylon 6 - our newest engineering-grade material - as well as PC and ASAplastic. ASA is available in a choice of ten colors. The Manufacturing Aids Package includes our new SR-35 advanced soluble support material which offers faster dissolve time and extended bath life compared to ourprevious SR-30 soluble support material.Next generation manufacturing technologies: Infinite- Build 3 D Demonstrator and Robotic Composite 3D DemonstratorAt IMTS 2016, we previewed demonstrations of next generation manufacturing technologies as part of our vision for additive manufacturing specifically dedicated to verticals like Automotive and Aerospace. Thenew technology demonstrations build on our industrial FDM ® 3D printing expertise to respond to the needs of customers' most challenging applications, addressing manufacturers' needs to rapidly produce strong partsranging in size from an automobile armrest to an entire aircraft interior panel.The Stratasys Infinite-Build 3D Demonstrator is designed to address the requirements of aerospace, automotive and other industries for large lightweight, thermoplastic parts with repeatable mechanical propertiesand was developed together with Aircraft manufacturer Boing.The Stratasys Robotic Composite 3D Demonstrator delivers true 3D printing by using an 8-axis motion system that enables precise, directional material placement for strength while also reducing dramatically theneed for speed-hindering support strategies. This redefines how future lightweight parts will be built, and provides a glimpse into how this technology could be used to accelerate the production of parts made from awide variety of materials.32Table of ContentsWe developed the Robotic Composite 3D Demonstrator integrating our core additive manufacturing technologies with industrial motion control hardware and design-to-3D printing software capabilities providedby Siemens.Marketing, sales and distributionMarketingOur marketing strategies are focused on increasing awareness and thought leadership for our product and solution areas, strengthening our leadership brand position in the market, and in key vertical industries suchas automotive, aerospace, healthcare, education and consumer goods, accelerating and supporting sales growth, and increasing customer loyalty and customer lifetime value. We initiate thought-leadership, public andindustry analyst relations and product launch programs as well as integrated campaigns targeted to extend and deepen the relationship with our existing customers and win new customers, driving demand and leadgeneration throughout our strategic markets in which we and our resellers and agents operate.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 programs including blogs, socialmedia, search marketing (Search Engine Optimization and Pay-Per-Click advertising), lead nurturing with webinars, white papers etc. Outbound channel examples include digital and print communication programs,public relations, direct mail and e-mail campaigns, tradeshows, thought leadership events, newsletters, industry associations and referrals. In addition, we have built and maintain on-site product and technologydemonstration 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 product roadmaps and individualmarketing plans to help optimize distribution while helping ensure a smooth process of release, ramp-up and sales of our products.Sales 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 marketing infrastructure. We generally usethree methods for distribution and support: (i) sales to resellers who purchase and resell our products and through whom follow-up support and maintenance services 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 andprovision of follow-up support services; and (iii) direct sales of systems or services to end-users without the involvement of any intermediaries, for which all aspects of our sales and follow-up services are handledexclusively by our company. In certain instances, the same individual or company can serve as a reseller with respect to certain of our products while acting as an independent sales agent for other products. Ourresellers and independent sales agents are overseen by 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 promotional activities. 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 to customers 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 following geographical regions: Americas ;Europe and Middle East; and Asia Pacific. This structure allows us to align our sales and marketing resources with our diverse customer base. Our sales organization in each region provides sales support to the networkof independent reseller and sales agent locations throughout the particular region. We also operate sales and service centers in various locations throughout North America and internationally, including: Baden-Baden,Germany; Hong Kong; Mexico; São Paulo, Brazil; Shanghai, China; 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 components manufactured specifically for us,and producing and packaging the consumables products to be used by those systems. Our core competencies include FDM and PolyJet printing systems assembly, systems integration, software installation and resin andfilament manufacturing, all of which are done internally at our facilities. We currently operate on a build-to-forecast basis and obtain all parts used in the FDM and PolyJet systems manufacturing process from eitherdistributors of standard electrical or mechanical parts or custom fabricators of our proprietary designs. Our manufacturers and suppliers are periodically assessed by us based on their on-time performance and quality.33Table of ContentsWe 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. Our production floors have beenorganized 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 ofreconfiguring 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 on assembly and test proceduresincluding Assembly Requirement Documents, which originate in engineering. In the manufacturing processes for our FDM and PolyJet systems, we employ a Quality Management System, or QMS, that meetsinternational quality standards including ISO 9001:2008 and ISO 13485:2003, which relates to medical devices. We also outsource the manufacture of main subassemblies up to fully assembled systems ready forintegration.The system assembly process for our FDM and PolyJet systems includes semi-automated functional tests of key subassemblies. Key functional characteristics are verified through these tests, and the results arestored 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 those products before shipmentto 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 FDM and PolyJet products that shows revision levelconfiguration and a complete history during the manufacturing and test process. All identified issues on the FDM and PolyJet systems during the manufacturing process are logged, tracked and used to make continuousproduction process improvements. The commonality of designs among our different FDM and PolyJet product families eases the transition to manufacturing new designs.Our 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, certain components used in oursystems 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 sole supplier, 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 and delivery of the relevant components (and, ultimately, of our products). This type ofdelay 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 plansfor these critical suppliers. In order to hedge against the risk of a discontinuation 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, or the 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 with a 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 minimum prior 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 (which, as most recently renewed, began in September 2016) and automatically renews for additional one-year periods thereafter unless either partyprovides the other six months’ advance written 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 anymaterial provision 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 be cancelled byRicoh 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 ofsuch 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 the earlier of either the termination of the Ricoh Agreement orthe date of discontinuance of the manufacture of Ricoh Products (that is, following the 18-month notice period described in the previous sentence), we are entitled to purchase additional Ricoh Products for the solepurpose of providing replacements for the installed base of Ricoh Products, including one final purchase order that we may place in the final year of such five-year period and that must be filled by Ricoh within twelvemonths of when it is placed.34Table of ContentsThe 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 and expand the capabilities of oursystems and related software and materials. This includes significant technology platform developments for our FDM, PolyJet and SCP technologies, our AM systems, including our integrated software, and our familyof proprietary acrylic-based photopolymer materials for PolyJet printing and family of proprietary thermoplastic materials for FDM printing. Our research aims to develop incremental and disruptive improvements, aswell as more affordable products. Our engineering development efforts also focus on customer requested enhancements, and development of new modeling processes, software and user applications. In particular, wehave devoted significant time and resources to the development of a universally compatible and user-friendly software system.Our R&D department is divided into groups based on scientific disciplines and product lines. We continue to standardize our product platforms, leveraging each new design so that it will result in multiple productofferings 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 were approximately $97.8 million,$122.4 million and $82.3 million in the years ended December 31, 2016, 2015 and 2014, 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. The development and production facilityfor our Solidscape operations are located in Merrimack, New Hampshire, whereas the facilities for our MakerBot operations are located in various locations in NY. We regard the consumable materials formulation andmanufacturing process as a trade secret and hold patent claims related to these products. We purchase and formulate raw materials for our consumables production from various polymer resin and thermoplasticmaterials 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, andconfidentiality agreements and other contractual arrangements with our employees, consultants, customers and others. All patents and patent applications for additive manufacturing processes and apparatusesassociated with our technology were assigned to us by those inventors. The principal granted patents relate to our FDM systems, our PolyJet technologies, our 3D printing processes and our consumables, certain ofwhich have already expired and certain of which have expiration dates ranging from 2017 to 2036.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 other intellectual property, including across-license agreement with 3D Systems Corporation under which each party licensed certain patents of the other party, an assignment of rights to us related to UV polymer-based U.S. patents, which underlie certaintechnologies that compete with ours, and a patent license agreement with Cornell University providing access to certain tool changer patents.In addition, we own certain registered trademarks and make use of a number of additional registered and unregistered trademarks, including “Stratasys,” “Objet,” “PolyJet,” “Connex,” “J750”, “Vero”, “Tango,”“FDM”, “Fortus,” “Dimension,” “Uprint,” “Mojo,” “Insight”, “Stratasys Direct Manufacturing,” “Solidscape,” “Solid Concepts,” “GrabCAD,” “GrabCAD Print,” “MakerBot,” “Thingiverse,” “Replicator,” theStratasys Signet logo, and “The 3D Printing Solutions Company . ”We believe that, while our patents provide us with a competitive advantage, our success depends on our marketing, business development, applications know-how and ongoing research and development efforts, inaddition to our rights under granted and pending patents. 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 factorrelated 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 fused deposition modeling and inkjet-based technologies to compete in additivemanufacturing. A variety of additive manufacturing technologies compete with our proprietary technologies, including:●Stereolithography; ●Selective Laser Sintering;35Table of Contents●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. HP’s recently launch Multi Jet Fusion technology could become acompetition as well.These technologies, which compete for additive manufacturing users, possess various competitive advantages and disadvantages relative to one another within the key categories upon which competition centers,including resolution, accuracy, surface quality, variety and properties of the materials they use and produce, capacity, speed, color, transparency, the ability to print multiple materials and others. Due to these multiplecategories, end-users usually make purchasing decisions as to which technology to choose based on the characteristics that they value most. This decision is often application specific. The competitive environment thathas developed is therefore intense and dynamic, as players often position their technologies to capture demand 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 XYZ Printing, Ultimaker and Formlabs. The competingofferings in the lower-end categories vary based on cost, printer and part quality, support materials, speed, ease of use, software ecosystem and reliability.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 a wide range of customers witha 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 of new technologies ortechniques.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 our customers’ capital expenditurebudget 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 inrecent years from the successful introduction of new products, it is typically a slow quarter for capital expenditures in general. The third quarter 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 trend has the potential to exposeour quarterly or annual operating results to the risk of unexpected, decreased revenues in the case of our inability to build systems, consummate sales and recognize the accompanying revenues prior to the end of agiven quarter.Global operationsWe have offices in Brazil, China, Germany, Hong Kong, Israel, Japan, Korea, India, Singapore Mexico, Switzerland, the United Kingdom and the United States, and organize our operations by geographic region,focusing upon the following key regions: the Americas; Europe and Asia Pacific. Our products are distributed in each of these regions, as well as in other parts of the world. 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 59.5% of our 2016 sales were made in North America and our SDM printed parts services are basedin the United States and therefore reliant on United States customers. A breakdown of our consolidated revenues by geographic markets and by categories of operations (that is, products and services) for the yearsended December 31, 2016, 2015 and 2014 is provided in “Item 5.A Operating and Financial Review and Prospects—Operating Results.” In maintaining global operations, our business is exposed to risks inherent insuch operations, including currency fluctuations, market conditions, and inflation in the primary locations in which our operating expenditures are incurred. Information on currency exchange risk, market risk, andinflationary 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.”EmployeesThe 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 December 31, 2016, 2015 and 2014,are set forth in this annual report in “Item 6.D Directors, Senior Management and Employees—Employees”.36Table of ContentsGovernment 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 (but not limited to) those governing the emission and discharge of hazardous materials intoground, air or water; noise emissions; the generation, storage, use, management and disposal of hazardous and other waste; the import, export and registration of chemicals; the cleanup of contaminated sites; and thehealth and safety of our employees. Based on information currently available to us, we do not expect environmental costs and contingencies to have a material adverse effect on our operations. The operation of ourfacilities, however, entails risks in these areas. Significant expenditures could be required in the future to comply with environmental or health 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 our inkjet-based PolyJet 3Dprinting systems and manufacture our resin consumables, businesses storing or using certain hazardous materials, including materials necessary for our Israeli manufacturing process, are required, pursuant to the IsraeliDangerous Substances Law 5753-1993, to obtain a toxin permit from the Ministry of Environmental Protection. Our two Israeli toxin permits will remain in effect until November 2019 and February 2019, respectively.In the European marketplace, amongst others, electrical and electronic equipment is required to comply with the Directive on Waste Electrical and Electronic Equipment of the European Union (EU), which aims toprevent waste by encouraging reuse and recycling, and the EU Directive on Restriction of Use of Certain Hazardous Substances, which restricts the use of various hazardous substances in electrical and electronicproducts. Our products and certain components of such products “put on the market” in the EU (whether or not manufactured in the EU) are subject to these directives. Additionally, we are required to comply withcertain laws, regulations and directives, including TSCA in the United States, as well as REACH and CLP in the EU, governing chemicals. These and similar laws and regulations require, amongst others, theregistration, evaluation, authorization and labeling 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 aspects of the current tax structureapplicable 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 Israeli government programs benefiting us. To the extentthat the discussion is based on new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure you that the tax authorities or the courts will accept the views expressed in thisdiscussion. 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. In 2016, the corporate tax rate was 25% (in 2017 the corporate tax rate is 24% and as of 2018 the corporate tax rate will be 23%).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 be considerablylower. 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 regular corporate tax rate.37Table 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 theGovernment 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, based upon, among other things, the location of the facility in which the investment andmanufacture activity are made. In order to qualify for these incentives, an Approved Enterprise, a Beneficiary 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 three most significant changes effective as of April 1, 2005, to which we refer as the 2005 Amendment, as of January 1, 2011, towhich we refer as the 2011 Amendment, and as of January 1, 2017, to which we refer as the 2017 Amendment. Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of theInvestment Law prior to its 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 the Investment Law as in effectup 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 forego such benefits and elect for the benefits of the 2011Amendment. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.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 of the Investment Law, towhich we refer as an “Approved Enterprise”, had to receive an approval from the Israeli Authority for Investments and Development of the Industry and Economy, to which we refer as the Investment Center. Eachcertificate of approval for an Approved Enterprise relates to a specific investment program in the Approved Enterprise, delineated both by the financial scope of the investment, including sources of funds, and by thephysical 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 receivethe benefits through the alternative benefits program. Under the alternative benefits program, a company’s undistributed income derived from an Approved Enterprise will be exempt from corporate tax for a period ofbetween two and ten years from the first year of taxable income, depending on the geographic location within Israel of the Approved Enterprise, and a reduced corporate tax rate of between 10% to 25% for theremainder of the benefits period, depending on the level of foreign investment in the company in each year, as detailed below. The benefits commence on the date in which that taxable income is first earned. Thebenefits period under Approved Enterprise status is limited to 12 years from the year in which the production commenced (as determined by the Investment Center), or 14 years from the year of receipt of the approvalas an Approved Enterprise, whichever ends earlier. If a 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 aweighted combination of the applicable 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 criteriaset out 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 is subject to fulfillmentof 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 for benefits is essentially acompany 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 of rights in the company (in terms of shares, rights toprofits, voting and appointment of directors), and of combined share and loan capital, that are owned, directly or indirectly, by persons who are not residents of Israel. The determination as to whether or not a companyqualifies as a FIC is made on an annual basis according to the lowest level of foreign investment during the year . An FIC that has an Approved Enterprise program will be eligible for an extension of the period duringwhich 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 if the level of foreign investment exceeds 49%. If a company thathas an Approved Enterprise program is a wholly owned subsidiary of another company, then the percentage of foreign investments is determined based on the percentage of foreign investment in the parent company.The 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%38Table of ContentsA 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 have been granted ApprovedEnterprise 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 that it would have had to earn in order to distribute thedividend) at the corporate tax rate that would have been otherwise applicable if such income had not been tax-exempted under the alternative benefits program. This rate generally ranges from 10% to 25%, dependingon 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) are generally subject towithholding 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 Tax Authority allowing for a reduced tax rate). The15% tax rate is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up to 12 years thereafter. After this period, the withholding tax is applied at a rate ofup to 30%, or at the lower rate 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). In the case of an FIC, the 12-yearlimitation 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 program in the first five years ofusing 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 specific certificate of approval, asdescribed 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 index and interest, or other monetary penalty.We have received the requisite approval, including a final approval, for our Approved Enterprise investment programs, in accordance with the Investment Law. The above-described benefits that accompany theseinvestment programs and our Beneficiary Enterprise investment programs (for which accompanying benefits are described below) have had the effect, both historically and in 2014, 2015 and 2016, of reducing our (andbefore the Stratasys-Objet merger, Objet’s) effective consolidated tax rates considerably lower than the statutory Israeli corporate tax rate of 25% in 2016, and 26.5% in 2015 and 2014.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 Amendmentprovides that terms and benefits included in any certificate of approval that was granted before the 2005 Amendment became effective (April 1, 2005) will remain subject to the provisions of the Investment Law as ineffect on the date of such approval. Pursuant to the 2005 Amendment, the Investment Center will continue to grant Approved Enterprise status to qualifying investments. However, the 2005 Amendment limits thescope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as 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 of the Investment Center isrequired 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 Center in order to receive the tax benefits previouslyavailable under the alternative benefits program. Rather, a company may claim the tax benefits offered by the Investment Law directly in its tax returns, provided that its facilities meet the criteria for tax benefits setforth in the 2005 Amendment. A company that has a Beneficiary Enterprise may, at its discretion, approach the Israel Tax Authority for a pre-ruling confirming that it is in compliance with the provisions of theInvestment Law.Tax benefits are available under the 2005 Amendment to production facilities (or other eligible facilities) which are generally required to derive 25% or more of their business income from export to specificmarkets 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 tax benefits, the 2005 Amendment states that a companymust make an investment which meets certain conditions set forth in the amendment for tax benefits and which exceeds a minimum amount specified in the Investment Law. Such investment entitles a company toreceive a Beneficiary Enterprise status with respect to the investment, and may be made over a period of no more than three years ending in the year in which the company chose to have the tax benefits apply to theBeneficiary Enterprise. The benefits period under the Beneficiary Enterprise status is limited to 12 years from the year the company chose to have its tax benefits apply. Where a company requests to have the taxbenefits apply to an 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 applicable rates. In suchcase, 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 before the expansion.39Table of ContentsThe 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 Israel of the BeneficiaryEnterprise. Such tax benefits include an exemption from corporate tax on undistributed income for a period of between two to ten years, depending on the geographic location 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 foreign investment 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 outof income attributed to a Beneficiary Enterprise (or out of dividends received from a company whose income is attributed to a Beneficiary Enterprise) are generally subject to withholding tax at the rate of 15% or suchlower rate as may be provided in 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). The reduced rate of 15% is limited todividends and distributions out of income attributed to a Beneficiary Enterprise during the benefits period and actually paid at any time up to 12 years thereafter except with respect to an FIC, in which case the 12-yearlimit 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 exemption period, will be subject to taxin 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) at the corporate tax rate which would have otherwise beenapplicable.As of December 31, 2016, we had accumulated tax-exempt income of approximately $180 million that is attributable to our various Approved and Beneficiary Enterprise programs. If such tax exempt income wereto be distributed, it would be taxed at the reduced corporate tax rate applicable to such income, which would have amounted to approximately $18 million of tax liability as of December 31, 2016.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 meet these conditions, it would berequired 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 for income 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 as either (i) a company incorporated in Israel which isnot wholly owned by a governmental entity, or (ii) a limited partnership that: (a) was registered under the Israeli Partnerships Ordinance and; (b) all of its limited partners are companies incorporated in Israel, but notall of them are governmental entities; which has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company was entitled to areduced corporate tax rate of 15% with respect to its preferred income attributed to its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise was located in a certain development zone, in which casethe rate was 10%. Such corporate tax rate was reduced to 12.5% and 7%, respectively, in 2013 and was increased to 16% and 9%, respectively, in 2014 until 2016. Pursuant to the 2017 Amendment, in 2017 andthereafter, the corporate tax rate for Preferred Enterprise which is located in a certain development zone was decreased to 7.5%, while the reduced corporate tax rate for other development zones remains 16%. Incomederived by a Preferred Company from a ‘Special Preferred Enterprise’ (as such 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 to5% if the Special Preferred Enterprise is located in a certain development zone. As of January 1, 2017, the definition for “Special Preferred Enterprise” includes less stringent conditions.Dividends paid out of preferred income attributed to a Preferred Enterprise or to a Special Preferred Enterprise are generally subject to withholding tax at source at the rate of 20% or such lower rate as may beprovided in 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). However, if such dividends are paid to an Israeli company, notax 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 lower rate as may be provided in an applicabletax treaty will apply). In 2017-2019, dividends paid out of preferred income attributed to a Special Preferred Enterprise, directly to a foreign parent company, are subject to withholding tax at source at the rate of 5%(temporary provisions).The 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 unlessan 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 ofapproval that was granted to an Approved Enterprise, which chose to receive grants, before the 2011 Amendment became effective, will remain subject to the provisions of the Investment Law as in effect on the date ofsuch approval, and subject to certain conditions;. (ii) 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 2011 Amendment became effective 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; and (iii) a BeneficiaryEnterprise 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.40Table of ContentsWe 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 benefits under the 2011 Amendment.New Tax benefits under the 2017 Amendment that became effective on January 1, 2017.The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017, subject to the publication of regulations expected to bereleased before March 31, 2017. The 2017 Amendment provides new tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to the other existing tax beneficial programs underthe Investment Law.The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise” and will thereby enjoy a reduced corporate tax rate of 12% on incomethat qualifies as “Preferred Technology Income,” as defined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development zone A. In addition, a PreferredTechnology Company will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company ifthe Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from the National Authority for TechnologicalInnovation, to which we refer as NATI.The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology Enterprise” and will thereby enjoy a reduced corporate tax rate of 6%on “Preferred Technology Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6% on capital gainderived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by an Israeli company or acquired from a foreign company on orafter January 1, 2017, and the sale received prior approval from NATI. A Special Preferred Technology Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million willbe eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.Dividends distributed by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income, are subject to withholding tax at source at the rate of 20%, andif distributed to a foreign company and other conditions are met, the withholding tax rate will be 4%.The Amendment to the Investment Law stipulates that regulations are to be promulgated by no later than March 31, 2017, so as to implement the “Nexus Principle” based on OECD guidelines recently published aspart of the Base Erosion and Profit Shifting (BEPS) project. Only after the regulations concerning the nexus approach are promulgated we will be able to assess the effect of the new law on our financial results.We are examining the impact of the 2017 Amendment and the degree to which we will qualify as a Preferred Technology Enterprise or Special Preferred Technology Enterprise, and the amount of PreferredTechnology Income or other benefits that we may receive from the 2017 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, which was formerly a publiclyheld company and which became our indirect, wholly-owned subsidiary as a result of the Stratasys-Objet merger; Baccio Corporation (formerly known as Cooperation Technology Corporation), to which we refer asMakerBot, a Delaware corporation which is the direct parent company of MakerBot Industries, LLC, which we acquired in August 2013; Stratasys Direct, Inc. (our service bureau business unit), a Californiacorporation; Stratasys AP Limited, a Hong Kong limited company, which together with several other subsidiaries (including Stratasys Japan Co. Ltd., our Japanese subsidiary, and Stratasys Shanghai Ltd., our Chinesesubsidiary), carries out most of our operations in the Asia Pacific region; and Stratasys GMBH, a German limited liability company, which together with other subsidiaries (including Stratasys Schweiz AG (StratasysSwitzerland Ltd.), our Swiss subsidiary) carries out our European operations. We also formed Stratasys Latin America Representacao De Equipamentos Ltd., a Brazilian subsidiary, which has commenced our Brazilianoperations. Please see the 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 production facilities presentlyencompassing 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, operationsand 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; andexpansion of our production capacity for systems and consumables. Our Rehovot, Israel headquarters, which we moved into at the beginning of 2017, are newly constructed facilities with approximately 230,355 squarefeet, situated on a property that we purchased in 2015. It houses our Israeli administrative headquarters, our research and development facilities, and certain manufacturing activities. These facilities have replaced partof our previous facilities in Rehovot, Israel that we leased for approximately $2.4 million annually pursuant to a five-year lease agreement that expired at the end of 2016.As of December 31, 2016, we leased office space (except with respect to our Eden Prairie headquarters facilities and our Rehovot, Israel and Kiryat Gat, Israel facilities, where we own the property) for variouspurposes, as set forth in the table below. Unless otherwise stated, all of our facilities are fully utilized. Our material tangible fixed assets include, among other things, the properties listed below. 41Table of ContentsLocation: Primary Usage: Area (Sq. Feet)North America:Eden Prairie, MinnesotaU.S. headquarters377,090Valencia, CaliforniaLocal headquarters and warehouses71,286San Diego, CAFacilities56,383Brooklyn, New YorkLocal headquarters and warehouses43,350 River Falls, WisconsinOffice space40,998Belton, TexasLocal headquarters and warehouses40,000Merrimack, New HampshireFacilities, including manufacturing35,643Austin, TexasFactory33,178Other facilities in North America:Office space, stores and warehouses117,850 Europe and the Middle East:Rehovot, IsraelIsraeli headquarters290,366Kiryat Gat, IsraelFactory and laboratories285,070 Rheinmünster, GermanyEMEA headquarters55,027Swiss officeOffice space205Other facilities in EMEA:EMEA headquarters and office space21,630 Asia Pacific:Hong KongOffice space23,057Other facilities in Asia Pacific:Office space54,198 Other countries:Office space10,942ITEM 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 notes included in this annualreport. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially fromthese 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 “KeyInformation – 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 direct manufacture of end parts.We provide an integrated solutions offering for different vertical markets focusing on aerospace, automotive, healthcare, tooling & manufacturing, education and consumer electronics that includes compatibleproducts and services that are designed to meet our customers’ needs in an efficient manner. Our solutions consisting of a broad range of systems, consumables and services for 3D printing and additive manufacturingand address our customers’ needs for 3D printing, including printing systems, consumables, software, paid parts, strategic consulting 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, or DDM. 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 biocompatiblephotopolymers, and tough high-performance thermoplastics. We believe that the range of 3D printing consumable materials that we offer, consisting of 15 fused deposition modeling, or FDM, cartridge-basedmaterials, 25 Polyjet cartridge-based materials, five Smooth Curvature Printing, or SCP, inkjet-based materials, 158 non-color digital materials, and over 1,500 color variations, is the widest in the industry . Our serviceofferings include Stratasys Direct Manufacturing, or SDM, printed parts services which offers AM capabilities encompassing a wide range of technologies allowing for plastic and metal parts for rapid prototyping andproduction processes, as well as related professional services.We 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 aswell through our offices in China, Italy, Brazil, India, Japan and Korea . Our extensive global reach is well-positioned through a network of approximately 200 resellers and selling agents around the world and anonline channel. We have approximately 2,500 employees and hold more than 1,200 granted or pending additive manufacturing patents globally.42Table of ContentsKey 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 manufacturingservice. We effect revenues 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 of consumables and provision ofsupport 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 resellers of our other products.Product 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 manufacturing activity, and (iii) the capitalexpenditure budgets of end-users and potential end-users, all of which may be significantly influenced by macroeconomic factors. Purchases of our 3D printing and 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 active worldwide. Sales of consumablesare 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 and budget of the particular end-user. Larger systems generallyuse 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) maintenance and warranty; and (iii) other service contracts.In addition, in connection with direct sales, we generally charge separately for installation and training. Additional services revenues are generated from services contracts most often entered into directly with end-userssubsequent 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 AM systems 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 those consumables. Costs of products also includemanufacturing and manufacturing-related labor costs, indirect production costs, depreciation and amortization expense related mainly to developed technology assets acquired as part of our business combinations.43Table of ContentsOur 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 costs which include engineersdedicated 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 86% of our total direct cost of sales.An additional significant item of our cost of revenues is the amortization expense that we primarily incur in connection with developed technology assets acquired as part of our business combinations. Theseamortization expenses varies based on the timing and type of acquisitions, and were $43 million, $51 million and $56 million for the years ended December 31, 2016, 2015 and 2014, respectively.For the year ended December 31, 2016, a hypothetical 10% rise in commodity prices for raw materials would have caused an approximate $20 million increase in cost of revenues in our Consolidated Statement ofIncome and Comprehensive Income. As to wages and related benefits, a 10% increase in wages due to wage inflation would have caused an approximate $7 million increase in cost of revenues in our ConsolidatedStatement of Income and Comprehensive Income. During 2016, we did not notice particular trends that changed, or were expected to change in the near future, the absolute or relative significance of the components ofour costs of revenues in a material manner. We also believe that inflation has not had a material effect on our operations or on our financial 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 on our high-end Productionseries and Design series of AM systems, as well as on our consumables, are typically higher than the gross margins on our entry-level products and MakerBot desktop printers. Accordingly, an increase in thepercentage of sales of our entry-level products could cause our profit margins to decrease. Furthermore, we believe that as our worldwide installed base of AM systems increases, subsequent sales of our proprietaryconsumables will also increase. We also seek to reduce our costs of revenues by improving our ability to use less costly components and increasing manufacturing efficiencies in the production of our systems. Inaddition, we will also seek to achieve lower material costs and leverage our overall capabilities in our direct manufacturing service business.Products gross margins are also impacted by the mix of revenues generated from sales to resellers based in different geographical areas as opposed to sales that are facilitated by independent sales agents or directlyby us.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 installed base in a given geographicarea, as that ratio impacts travel costs and efficiency of our service engineers.Operating expensesOur operating expenses for 2016 consisted of (i) research and development expenses, (ii) selling, general and administrative expenses and (iii) changes in fair value of 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 the capabilities of our existing product lines, as well assignificant technology platform and applications, developments for our current technologies, including our integrated software. We also seek to develop disruptive technologies and other process improvement solutionsin the additive manufacturing ecosystem. Our research and development expenses consist primarily of employee compensation and employee-related personnel expenses, materials, laboratory supplies, costs for relatedsoftware and costs for facilities. Expenditures for research, development and engineering of products are expensed as incurred. Our research and development efforts are essential to our future growth and our ability toremain competitive in the AM market. We work closely with existing and potential customers, distribution channels and major resellers, who provide significant feedback for products development and innovation.We are also entitled to reimbursements from certain government funding plans. These reimbursements are recognized as a reduction of expenses as the related cost is incurred. We are not required to pay royaltieson sales of products developed using our government funding.44Table of ContentsSelling, general and administrative expensesOur selling, general and administrative expenses include employee compensation and employee-related expenses for marketing, sales and other sales-operation employees , and for managerial and administrativepersonnel, including executive officers, accounting, legal, information technology and human resources. This category of expenses also covers commissions, advertising and promotions expenses, related facilitiescosts, professional service fees, respective depreciation, as well as 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 and on the achievement ofcertain performance targets. Our advertising and promotion expenses consist primarily of media advertising costs, trade and consumer marketing expenses and public relations expenses which aims to strengthen ourleadership brand position in key vertical markets.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 and administrative personnel arelocated. Professional service fees for accounting and legal services and reserves for specific legal proceedings referred to elsewhere in this annual report are also included in selling, general and administrative expenses.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 at fair-value in each reportingperiod. The fair value of this obligation was measured using specific valuation models, which were based on unobservable inputs and thus represents a Level 3 measurement within the fair value hierarchy. The deferredpayments for the Solid Concepts transaction are recognized as liabilities at fair value in our consolidated 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 our ordinary shares at the applicable date, adjusted to reflect a discount for lack of marketability for the applicable periods. Refer to Note 2 and Note 3to our audited financial statements included in Item 18 of this annual report for further information.2016 Financial HighlightsSignificant business activities and financial performance in 2016 included:●Revenues decreased by $23.5 million, or 3.4%, compared to 2015. The decrease primarily reflects a decrease in systems revenues which was partially offset by an increase in consumables revenues. ●Operating loss decreased by $1.29 billion primarily due to goodwill and other intangible assets impairment charges of $1.22 billion that were recorded in 2015 compared to intangible assets impairment chargesof $17.9 million in 2016. In addition, we also benefited from the effective implementation of our costs reduction initiatives. ●Net loss attributable to Stratasys amounted to $77.2 million in 2016 or diluted loss per share of $1.48 compared to net loss attributable to Stratasys of $1.37 billion or diluted loss per share of $26.64 in 2015. ●Cash flows provided by operating activities amounted to $62.0 million, which reflect an increase of $83.9 million of cash flows generated in operating activities compared to $21.9 million of cash used inoperating activities in 2015. ●Borrowed $26 million and secured a credit line for an additional $24 million, which are both secured by a first priority lien on all of our company’s rights in the property of our new office facility in Israel.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 the United State of America, orGAAP, for the years ended December 31, 2016, 2015 and 2014. Refer to note 2 to our consolidated financial statements included in Item 18 of this annual report for certain pro forma information for the Solid Conceptstransaction for the year ended December 31, 2014.45The following table sets forth, certain financial data derived from our consolidated statements of income presented as percentages of our net sales for the periods indicated:Year ended December 31, 2016 2015 2014Net sales100.0%100.0%100.0%Cost of sales52.8%85.3%51.7%Gross profit47.2%14.7%48.3%Research and development, net14.5%17.6%11.0%Selling, general and administrative45.7%62.4%46.9%Goodwill impairment0.0%135.4%13.7%Change in fair value of obligations in connection with acquisitions-0.1%-3.4%-3.5%Operating loss-12.9%-197.3%-19.8%Financial income (expense), net0.1%-1.5%-0.9%Loss before income taxes-12.8%-198.8%-20.6%Income taxes benefit-1.4%-1.5%-4.7%Share in losses of associated company-0.1%0.0%0.0%Net loss-11.5%-197.3%-15.9%Net loss attributable to non-controlling interests-0.1%-0.1%0.0%Net loss attributable to Stratasys Ltd.-11.5%-197.2%-15.9%46Table of ContentsDiscussion of Results of OperationsRevenuesOur products and services revenues for the last three years, as well as the percentage change from year to year, were as follows:Year Ended December 31,% Change% Change 2016 2015 2014 2016-2015 2015-2014U.S. $ in thousandsProducts$ 479,031$ 503,946$ 612,138-4.9%-17.7%Services193,427192,049137,9910.7%39.2%$672,458$695,995$750,129-3.4%-7.2%Our total consolidated revenues in 2016 were $672.5 million, a decrease of $23.5 million, or 3.4%, compared to 2015. The decrease primarily reflects a decrease in products revenues, partially offset by a slightincrease in services revenues, as further discussed below.Product Revenues2016 Compared to 2015Revenues derived from products (including AM systems, consumable materials and other products) decreased by $24.9 million in 2016, or 4.9%, as compared to 2015. The decrease in products revenues primarilyreflects a decrease in unit volumes. Products revenues were partially offset by an increase in our sales of consumables offerings which increased by 9.8% compared to 2015.The decrease in systems revenue reflects lower revenues across our high-end and lower-end systems, partially offset by revenues generated from our new J-750 full-color, multi-material 3D printer, which waslaunched during the second quarter of 2016.Consumables revenues increased in 2016 by 9.8% compared to 2015. The increase in consumables revenues, was primarily due to the favorable effect of our growing installed base of systems and high performanceconsumable materials offerings for use in new applications.2015 Compared to 2014Revenues derived from products decreased by $108.2 million, or 17.7%, in 2015 compared to 2014. The decrease in products revenues was primarily driven by a decrease in systems and other products revenuesand a negative impact from foreign currency exchange fluctuations, which were partially offset by an increase in our sales of consumables offerings which increased by 5.1% as compared to 2014.Services Revenues2016 Compared to 2015Services revenues (including SDM, maintenance and other services) increased by $1.4 million, or 0.7%, in 2016 compared to 2015. The increase in services revenues was primarily attributable to the increase inrevenues from maintenance contracts and service parts, reflecting our growing installed base of systems and our effective support solutions suiting for the end-users’ needs, and was partially offset by the decrease inSDM revenues by 6.8% compared to 2015.2015 Compared to 2014Services revenues increased by $54.1 million, or 39.2%, in 2015 compared to 2014. The increase in services revenues was primarily attributable to the increase in our SDM revenues, which increased by $40.0million, or 73.7%, compared to 2014 primarily due to the inclusion for the full year of Solid Concepts and Harvest revenues after their respective transaction dates. Services revenues also increased organically due tomaintenance contracts and service parts, reflecting our growing installed base of systems.47Table of ContentsRevenues 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 31,2016201520142016-20152015-2014U.S. $ in% of netU.S. $ in% of netU.S. $ in% of net thousands sales thousands sales thousands sales Change in % Change in %North America$ 399,87059.5%$ 413,01759.3%$ 405,88054.1%-3.2%1.8%EMEA137,92420.5%148,16921.3%183,46224.4%-6.9%-19.2%Asia Pacific122,99818.3%122,25717.6%150,47520.1%0.6%-18.8%Other11,6661.7%12,5521.8%10,3121.4%-7.1%21.7%$672,458 100.0%$695,995 100.0%$750,129 100.0% -3.4% -7.2%2016 Compared to 2015Revenues in the North America region decreased by $13.1 million, or 3.2% to $399.9 million in 2016 compared to $413.0 million in 2015. The decrease was driven primarily by lower revenues of our systems aswell as services revenues due to lower SDM revenues, partially offset by higher consumables revenues.Revenues in the EMEA region decreased by $10.2 million, or 6.9%, to $137.9 million in 2016 compared to $148.2 million in 2015. The decrease was primarily due to lower systems revenues. In local currenciesterms, net sales of the EMEA region in 2016 decreased by 5.1% as compared to 2015. Revenues in the EMEA region were negatively impacted by approximately $2.7 million, on a constant currency basis when usingprior period’s exchange rates.Revenues in the Asia Pacific region increased by $0.7 million, or 0.6%, to $123.0 million in 2016 compared to $122.3 million in 2015. The slight increase was driven by an increase in consumables revenues andwas partially offset by lower systems revenues.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 an increase 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 of our 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 primarily due to lower sales of our systems. In localcurrencies terms, net sales of the EMEA region in 2015 decreased by 6.3% as compared to 2014.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 sales of our systems, partiallyoffset by an increase of our consumables offerings net sales.Gross 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, 2016 2015 2014 2016-2015 2015-2014U.S. $ in thousandsChange in %Change in %Gross profit attributable to:Products$ 244,378$ 37,725$ 309,300547.8%-87.8%Services72,92864,44753,09413.2%21.4%$317,306$102,172$362,394 210.6% -71.8%48Table of ContentsGross 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, 2016 2015 2014 2016-2015 2015-2014Change in %Change in %Gross profit as a percentage of revenues from:Products51.0%7.5%50.5%584.2%-85.2%Services37.7%33.6%38.5%12.2%-12.8%Total gross profit 47.2% 14.7% 48.3% 221.4% -69.6%2016 Compared to 2015Gross profit attributable to products sales increased by $206.7 million, or 547.8%, to $244.4 million in 2016 compared to $37.7 million in 2015. Gross profit attributable to products sales as a percentage ofrevenues increased to 51.0% in 2016 compared to 7.5% in 2015. The increase in gross profit attributable to products sales was primarily due to impairment charges of $191.4 million related to certain of our developedtechnology intangible assets that were recorded in 2015 compared to $1.8 million in 2016, as well as favorable changes in product mix, partially offset by lower systems revenues.Gross profit attributable to services revenues increased by $8.5 million, or 13.2%, to $72.9 million in 2016 compared to $64.4 million in 2015. Gross profit from services as a percentage of services revenues in2016 increased to 37.7% compared to 33.6% in 2015. The increase in gross profit from services primarily reflects increased volume of our maintenance and warranty contracts as well as improved margins attributableto our cost reduction initiatives.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 products sales as a percentage ofrevenues 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 charges of $191.4 million related to certain of ourdeveloped technology intangible assets in 2015, as compared to $11.6 million in 2014. The decrease in gross profit was also attributable to a decrease in products net sales, as discussed above, as well as changes inproduct 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 a percentage of services revenues in2015 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 of Solid Concepts and Harvest Technologies operations in2015, which resulted in an increase of $10.1 million in 2015 as compared to 2014.Operating 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 our total sales in each suchannual period, was as follows:Year Ended December 31, 2016 2015 2014 2016-2015 2015-2014U.S. $ in thousandsChange in %Change in %Research and development, net$ 97,778$ 122,360$ 82,270-20.1%48.7%Selling, general & administrative307,113434,619351,993-29.3%23.5%Goodwill impairment-942,408102,470-100.0%819.7%Change in fair value of obligations in connection with acquisitions(872)(23,671)(26,150)-96.3%-9.5%$404,019$1,475,716$510,583 -72.6% 189.0%2016 Compared to 2015Research and development expenses, net decreased by $24.6 million, or 20.1%, in 2016 compared to 2015. Research and development expense, net as a percentage of revenues decreased to 14.5% in 2016compared to 17.6% in 2015.49Table of ContentsThe decrease was primarily due to impairment charges of $18.2 million related to certain of our in-process research and development projects that were recorded in 2015 as well as our costs-savings initiatives. Thedecrease was partially offset by increase in our GrabCad operations reflecting our increased efforts to develop our software solutions.Based on our analysis of our key vertical markets, we maintain our intention to continue to invest in research and development in order to accelerate innovation and bring a broad range of hardware, materials andsoftware solutions to create a leading 3D printing ecosystem. In addition, we will continue with our portfolio prioritization and realignment of our projects that further focus our resources.Selling, general and administrative expenses in 2016 decreased by $127.5 million, or 29.3%, to $307.1 million, compared to $434.6 million in 2015. Selling, general and administrative expenses in 2016 as apercentage of revenues were 45.7% as compared to 62.4% in 2015.The decrease in our selling, general and administrative expenses was primarily due to intangible assets impairment charges recorded in 2015 of $68.9 million compared to $15.1 that were recorded in 2016, as wellas non-recurring post-merger integration expenses related to SDM formation, certain reorganization related charges, as well as marketing and branding expenses that were recorded during 2015. In addition, thedecrease in our selling, general and administrative expenses was also driven by the effective implementation of our costs reduction initiatives which reduced certain of our variable and fixed expenses. For furtherinformation regarding our impairment charges of certain of our intangible assets, refer to note 8 to our consolidated financial statements included in Item 18 of this annual report.During the year ended December 31, 2016, we recorded a gain of $0.9 million, compared to a gain of $23.7 million for the year ended December 31, 2015, due to the revaluation of obligations in connection withacquisitions. The gain recorded in 2016 reflects the revaluation of the deferred payments liability in connection with the Solid Concepts transaction which was mainly attributable to changes in our share price. Forfurther information, see note 2 to our consolidated financial statements included in Item 18 of this annual report.2015 Compared to 2014Research and development expenses, net increased by $40.1 million, or 48.7%, in 2015, compared to 2014. Research and development expense, net as a percentage of sales increased to 17.6% in 2015, compared to11.0% in 2014. The increase was primarily due to the inclusion of a full year of GrabCad operations, following the acquisition of GrabCad in September, 2014, which added $8.1 million and an increase in headcount tosupport new research and development initiatives, as well as impairment charges of $18.2 million related to certain of our in-process research and development projects in 2015, compared to $3.0 million in 2014.Selling, general and administrative expenses in 2015 amounted to $434.6 million, compared to $352.0 million in 2014. The increase of our selling, general and administrative expenses was primarily attributed toimpairment charges related to intangible 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 certain indicators of potentialimpairment that required an interim goodwill impairment analysis for all of our reporting units existed. These indicators included a further significant decline in the Company’s market capitalization for a sustainedperiod and weaker than expected operating results of its reporting units for 2015, which resulted in changes to the Company’s near-term cash flows projections, which reflect, among other things, the increaseduncertainty in the 3D printing environment. Accordingly, we performed a quantitative two-step assessment for goodwill impairment for each of our reporting units. As part of the two-step impairment test, weperformed calculation for the implied fair value of goodwill of our reporting units and determined that the carrying amount of goodwill assigned to certain of our reporting units exceeded its fair value. As a result, werecorded a non-cash impairment charge of $942.4 million, in order to reduce the carrying amount of goodwill to its implied fair value.During the year ended December 31, 2014, we recorded goodwill impairment charges of $102.5 million related to our MakerBot reporting unit.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 of obligations in connection withacquisitions. The gain recorded during the year ended December 31, 2015 was due to the downward revaluation of the deferred payments liability in connection with the Solid Concepts transaction which was mainlyattributable to changes in our share price. For further information, see note 2 to our consolidated financial statements included in Item 18 of this annual report.50Table of ContentsOperating 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, 2016 2015 2014 2016-2015 2015-2014U.S. $ in thousandsChange in %Change in %Operating loss$ (86,713)$ (1,373,544)$ (148,189)-94%827%Percentage of sales-12.9%-197.3%-19.8%2016 Compared to 2015Operating loss for the year ended December 31, 2016 was $86.7 million as compared to an operating loss of $1.37 billion for the year ended December 31, 2015. The decrease in operating loss was primarilyattributable to the non-recurring, non-cash goodwill and intangible assets impairment charges of $1.22 billion recorded in 2015 as well as other factors as discussed above.2015 Compared to 2014Operating loss for the year ended December 31, 2015 was $1.37 billion as compared to an operating loss of $148.2 million for the year ended December 31, 2014. The increase in operating loss was primarilyattributable to goodwill and other intangible assets impairment charges of $1.22 billion.Financial income (expense), net2016 Compared to 2015Financial income, net, which were primarily comprised of foreign currencies effects and interest income, net, amounted to $0.4 million for the year ended December 31, 2016, compared to a financial expense, netof $10.3 million for the year ended December 31, 2015.The change in financial income (expense), net was primarily due to immaterial interest expenses incurred in 2016 compared to interest expenses related to the outstanding debt balance borrowed under our creditfacility in 2015 and additional costs related to the termination of our revolving credit facility during September 2015 in an amount of $2.7 million.In addition, our financial income (expense), net increased due to lower foreign currency translation losses resulted from changes in the rate of exchange between the U.S. dollar and the local currencies in themarkets in which we operate (primarily the Euro). These losses were offset by our derivatives and hedging activity in 2016 .In 2017, we expect to incur additional interest expense following our borrowing in connection with our new facility in Israel. For further information, see note 2 to our consolidated financial statements included inItem 18 of this annual report.2015 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 our revolving credit facility during September 2015 in an amountof $2.7 million, as well as foreign currency translation losses due to changes in the rate of exchange between the U.S. dollar and the local currencies in the markets in which we operate (primarily the Euro).51Table 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 31, 2016 2015 2014 2016-2015 2015-2014U.S. $ in thousandsChange in %Change in %Income taxes$ (9,446)$ (10,320)$ (35,248)-8.5%-70.7%As a percent ofloss before income taxes10.9%0.7%22.8%1366.7%-96.7%2016 Compared to 2015Our effective tax rate for the year ended December 31, 2016 was 10.9% as compared to 0.7% tax rate for the year ended December 31, 2015. Our effective tax rate is impacted significantly from the changes in themix of taxable income and loss between Israel and the U.S. with no tax benefit being recorded for our U.S. subsidiaries tax losses. We will continue to monitor whether the realization of our remaining deferred taxassets is more likely than not.During 2016, we recorded an income tax benefit of $ 6.8 attributable to one of our foreign subsidiaries which received a favorable tax ruling from the tax authorities. In addition, during 2016, we adjusted ourestimate of long-term tax rates in Israel. As a result, we recorded $5.2 million of income taxes benefit against deferred tax liabilities associated with the amortization of the respective intangible assets.For a full reconciliation of our effective tax rate to the Israeli statutory rate of 25% and for further explanation of our provision for income taxes, refer to note 9 to our consolidated financial statements included inItem 18 of this annual report.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 significantly due to changes in the mixof taxable income and loss between Israel and the U.S., driven by no tax benefit being recorded for our U.S. subsidiaries tax losses for the year ended December 31, 2015.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 statements included in Item 18 of thisannual 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 certain intangible assets, as described in note 8 to ourconsolidated financial statements as well as tax deductible goodwill, resulted in a reversal of related deferred tax liabilities amounting to $116.5 million for the year ended December 31, 2015. We also recorded avaluation allowance of $152.1 million against deferred tax assets in respect of deferred tax assets as it is more likely than not that those deferred tax assets will not be realized in the near-term.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 the amortization of the intangibleassets.52Table 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, 2016 2015 2014 2016-2015 2015-2014U.S. $ in thousandsChange in %Change in %Net loss attributable to Stratasys Ltd.$ (77,219)$ (1,372,835)$ (119,420)-94.4%1049.6%Percentage of Sales-11.5%-197.2%-15.9%Diluted net income (loss) per share$(1.48)$(26.64)$(2.39)-94.4%1016.0%2016 Compared to 2015Net loss attributable to Stratasys Ltd. for the year ended December 31, 2016 was $77.2 million as compared to $1.37 billion for the year ended December 31, 2015. The decrease in net loss attributable to StratasysLtd was primarily attributable to the non-cash goodwill and intangible assets impairment charges of $1.22 billion recorded in 2015 as well as other factors as discussed above.Diluted loss per share for the years ended December 31, 2016 and 2015 was $1.48 and $26.64, respectively. The weighted average fully diluted share count for the year ended December 31, 2016 was 52.6 million,compared to 51.6 million for the year ended December 31, 2015.2015 Compared to 2014Net loss attributable to Stratasys Ltd. for the year ended December 31, 2015 was $1.37 billion as compared to $119.4 million for the year ended December 31, 2014. This increase of the net loss attributable toStratasys Ltd was due to the factors that were previously discussed, primarily the increase in goodwill and other intangible assets impairment charges and the decrease in 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 December 31, 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 loss attributable to Stratasys Ltd. by $1.8 million due toexcess redemption amount of redeemable non-controlling interest.Goodwill Assessment as of December 31, 2016During the fourth quarter of 2016, we performed a quantitative assessment for goodwill impairment for our Stratasys-Objet reporting unit.Following our quantitative assessment, we concluded that the fair value of Stratasys-Objet reporting unit exceeds its carrying amount by approximately 5% , with a carrying amount of goodwill assigned to thisreporting unit in the amount of $386 million. When evaluating the fair value of Stratasys-Objet reporting unit we used a discounted cash flow model which utilized Level 3 measures that represent unobservable inputsinto our valuation method.Key assumptions used to determine the estimated fair value include: (a) expected cash flow for 5 years following the assessment date which (including expected revenue growth, costs to produce, operating profitmargins and estimated capital needs); (b) an estimated terminal value using a terminal year growth rate of 3.1% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 14.0% based onmanagement’s best estimate of the after-tax weighted average cost of capital. If any of these were to vary materially from our plans, we could face impairment of goodwill allocated to this reporting unit in the future.A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the fair value of the Stratasys-Objet reporting unit by approximately $46 million and $83 million,respectively , and could trigger a potential impairment of its goodwill.Based on our assessment as of December 31, 2016, no goodwill was determined to be impaired.Determining the fair value of our Stratasys-Objet reporting unit requires significant judgment, including judgments about the appropriate discount rates, terminal growth rates, weighted average costs of capital andthe amount and timing of projected future cash flows. We will continue to monitor the fair value of Stratasys-Objet reporting unit and intangible assets to determine whether events and changes in circumstances such asfurther deterioration in the business climate or operating results, further significant decline in our share price, changes in management’s business strategy or downward changes of our cash flows projections, warrantfurther interim impairment testing. For further information, refer to note 7 to our consolidated financial statements included in Item 18 of this annual report.53Table of ContentsNon-GAAP Financial MeasuresThe following non-GAAP data, which excludes certain items as described below, are non-GAAP financial measures. Our management believes that these non-GAAP financial measures are useful information forinvestors and shareholders of our company in gauging our results of operations (x) on an ongoing basis after excluding merger and acquisition related expense and reorganization-related charges, and (y) excluding non-cash items such as stock-based compensation expenses, acquired intangible assets amortization, impairment of goodwill and other long-lived assets, changes in fair value of obligations in connection with acquisitionsand the corresponding tax effect of those items . We also exclude non-recurring changes of non-cash valuation allowance on deferred tax assets, as well as non-recurring significant tax charges or benefits that relate toprior periods which we do not believe are reflective of ongoing business and operating results. These non-GAAP adjustments either do not reflect actual cash outlays that impact our liquidity and our financial conditionor have a non-recurring impact on the statement of operations, as assessed by management. These non-GAAP financial measures are presented to permit investors to more fully understand how management assessesour performance for internal planning and forecasting purposes. The limitations of using these non-GAAP financial measures as performance measures are that they provide a view of our results of operations withoutincluding all items indicated above during a period, which may not provide a comparable view of our performance to other companies in our industry. Investors and other readers should consider non-GAAP measuresonly as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with GAAP. Reconciliation between results on a GAAP and non-GAAP basis isprovided in a table below.54Table of ContentsReconciliation of GAAP and Non-GAAP Results of OperationsYear ended December 31, 2016Non-GAAP GAAP Adjustments Non-GAAP(U.S. dollars and shares in thousands,except per share amounts)Gross profit (1)$ 317,306$ 50,334$ 367,640Operating income (loss) (1,2)(86,713)115,72929,016Net income (loss) attributable to Stratasys Ltd. (1,2,3)(77,219)91,98914,770Net income (loss) per diluted share attributableto Stratasys Ltd. (4)$(1.48)$1.76$0.28 (1) Acquired intangible assets amortization expense41,712Impairment charges of other intangible assets1,779Non-cash stock-based compensation expense2,780Reorganization and other related costs3,846Merger and acquisition related expense21750,334 (2)Acquired intangible assets amortization expense14,901Non-cash stock-based compensation expense17,993Impairment charges of intangible assets and other long-lived assets21,774Change in fair value of obligations in connection with acquisitions(872)Reorganization and other related costs3,671Merger and acquisition related expense7,92865,395115,729 (3)Corresponding tax effect and other tax adjustments(24,233)Intangible assets amortization expense of associated company493$91,989 (4)Weighted average number of ordinary shares outstanding- Diluted52,58253,20155Table of ContentsYear ended December 31, 2015Non-GAAP GAAP Adjustments Non-GAAP(U.S. dollars and shares in thousands,except per share amounts)Gross profit (1)$ 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 intangible assets and other long-lived 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- Diluted51,59252,82456Table of ContentsYear ended December 31, 2014Non-GAAPGAAPAdjustments Non-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-Diluted50,01951,80557Table of ContentsForward-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 revenues 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, and are also affected by theseasonality 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 the future.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 customerdemand patterns; and manage future inventory levels in line with anticipated demand. Our results may also be affected by competitive factors, the extent to which our cost reduction program succeeds, the availabilityof 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 our operating 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 Item3.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 and applicable corporate tax rates.In 2016, we derived a significant portion of our income from facilities granted Approved or Beneficiary Enterprise status, offset by losses of our U.S. subsidiaries with no tax benefit being recorded for those losses,as the near-term realization of these assets is uncertain. Therefore, our effective tax rate differ significantly from the historic rate of Stratasys, Inc. See “Israeli Tax Considerations and Government Programs — TheLaw for the Encouragement of Capital Investments” in Item 4.B above. Income tax expense in our historical financial statements prior to 2013 related primarily to the income taxes of non-Israeli subsidiaries, as incomefrom Objet Ltd. was included only for the month of December, 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 rates described 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 our estimating our actual currenttax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. Actual income taxes could vary from these estimates due to future changes inincome 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 above and the “Risks related tooperations 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.58Table of ContentsB. Liquidity and Capital ResourcesA summary of our statement of cash flows for the three years ended December 31, 2016 is as follows:Year ended December 31, 2016 2015 2014U.S. $ in thousandsNet loss$ (77,621)$ (1,373,511)$ (119,470)Goodwill and other long-lived assets impairment charges24,9241,231,385117,106Depreciation and amortization92,877108,395109,429Deferred income taxes(10,378)(19,129)(53,887)Stock-based compensation20,77330,01030,207Change in fair value of obligations in connection withacquisitions(872)(23,671)(26,150)Foreign currency transactions loss and other non-cash items3,3678,62910,602Change in working capital and other items8,90315,982(54,021)Net cash provided by (used in) operating and other activities61,973(21,910)13,816Net cash used in investing activities(63,989)(93,102)(27,439)Net cash provided by (used in) financing activities25,799(67,004)44,941Effect of exchange rate changes on cash and cash equivalents(1,047)(2,533)(3,265)Net change in cash and cash equivalents22,736(184,549)28,053Cash and cash equivalents, beginning of year257,592442,141414,088Cash and cash equivalents, end of year$280,328$257,592$442,141Our cash and cash equivalents balance increased to $280.3 million at December 31, 2016 compared to $257.6 million at December 31, 2015. The increase in cash and cash equivalents in 2016 was due to cash flowsprovided by operating activities and financing activities of $62.0 million and $25.8 million, respectively, partially offset cash flows used in investing activities in an amount of $64.0 million.Our cash and cash equivalents balance decreased to $257.6 million at December 31, 2015 compared to $442.1 million at December 31, 2014.Cash flow from operating activitiesYear ended December 31, 2016We generated $62.0 million of cash from our operating activities during 2016. The net loss of $77.6 million was primarily adjusted due to depreciation, amortization and non-cash impairment charges of long-livedassets of $117.8 million and stock-based compensation of $20.8 million, partially offset by changes in the deferred income taxes of $10.4 million. Changes in working capital and other items of $8.9 million increasedour cash flow provided by operating activities. We continue to seek operating efficiencies also through an active working capital management. During 2016 our effective working capital management activities resultedin improvements in our cash collections, driven by a decrease in accounts receivable and net investment in sales-type leases and an increase of our deferred revenues liabilities.Year ended December 31, 2015We used $21.9 million of cash for our operating activities during 2015. The net loss of $1.37 billion was primarily adjusted due to non-cash impairment charges of goodwill and other long-lived assets of $1.23billion and depreciation and amortization of $108.4 million, partially offset mainly by the changes in deferred income taxes of $19.1 million. Changes in working capital items that favorably affected our cash flow usedin operating activities were primarily attributable to increased collection efforts that resulted in a decrease in accounts receivable of $25.1 million and an increase of $10.1 million of our deferred revenue liabilities. Thechanges in our inventories balance negatively affected our working capital in an amount of $12.4 million.Year ended December 31, 2014We generated $13.8 million of cash from operating activities during 2014. The net loss of $119.5 million was primarily adjusted due to non-cash charges for goodwill and other intangible assets impairment of$117.1 million, depreciation and amortization of $109.4 million and stock-based compensation expense of $30.2 million, partially offset mainly by the changes in deferred income taxes of $53.9 million and in thefunding of changes in our working capital items of $54.0 million.59Table of ContentsCash flow from investing activitiesYear ended December 31, 2016We used $64.0 million of cash in our investing activities during 2016. Cash was primarily used to purchase property and equipment in an amount of $45.1 million as well as for certain strategic investments inunconsolidated entities.Our principal property and equipment purchases were for our new buildings complex under construction in Rehovot, Israel, for which we paid approximately $18.1 million during 2016. The new facility inRehovot, Israel, which will contain two buildings, houses our Israeli headquarters, research and development facilities and certain marketing activities. We entered the first building in January 2017. Other equipmentpurchases were primarily for the enhancements of our manufacturing capabilities of our facilities and other building improvements in the United States and Israel, as well as certain investments in our IT infrastructure.Other cash used in our investing activities included $23.1 million of cash used for certain strategic investments in unconsolidated entities, partially offset by $6.7 million of cash provided by net changes in short-term bank and other restricted deposits.We expect to incur significant capital expenditure in 2017 for our buildings complex in Israel.Year ended December 31, 2015We 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 million of cash used foracquisitions.Our principal property and equipment purchases were for our new buildings complex under construction in Rehovot, Israel, which we paid approximately $39.1 million for during 2015. Other property andequipment purchases were primarily for the enhancement of our manufacturing capabilities of our facilities in the United States.Year ended December 31, 2014We 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 fund our acquisitions. For furtherdetails, see our supplemental disclosure of cash flow information of our consolidated statement of cash flow and note 2 to our consolidated financial statements included in Item 18 of this annual report. Property, plantand equipment purchases totaled $60.5 million and the net changes in our short-term bank deposits provided $189.8 million of cash from investing activities.Cash flow from financing activitiesYear ended December 31, 2016Net cash provided by financing activities was $25.8 million during 2016. Cash provided by financing activities was mainly attributed to proceeds from bank loan of $26.0 million.Net 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 the termination of our creditfacility. 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 facility during 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 MakerBot transaction in the amount of $10.8 million.Capital resources and capital expendituresOur total current assets amounted to $553.0 million as of December 31, 2016, of which $280.3 million consisted of cash and cash equivalents. Total current liabilities amounted to 164.6 million as of December 31,2016. Most of our cash and cash equivalents are held in banks in Israel, Switzerland and the U.S.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 seek to reduce the credit exposures of our accountsreceivable 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 expenditure and debt requirements for thenext twelve months.60Table of ContentsLong-Term Bank Loan and Credit LineIn December 2016, our company entered into a secured loan agreement with Bank Hapoalim Ltd. for a loan, referred to as the Bank Loan, in connection with our new office facility in Israel. Pursuant to the BankLoan agreement, our company borrowed $26 million initially and secured a credit line which we refer to as the Credit Line, for an additional $24 million. Any loans draw upon the Credit Line will be under similarterms as the Bank Loan. The Bank Loan will mature in December 2023 and is payable in equal consecutive quarterly principal installments of principal and accrued interest. Any early repayment of the Bank Loan issubject to, within the initial 3 year term of the Bank Loan, a maximum 1% penalty of the amount prepaid. The repayment of the Bank Loan is secured by a first priority lien on all of our company’s rights in theproperty of our new office facility in Israel. The Bank Loan bears interest at the rate of LIBOR plus 3.35%. The Bank Loan agreement contains customary representations and warranties, affirmative covenants andnegative covenants, which include, without limitation, restrictions on indebtedness, liens, investments, and certain dispositions with respect to the property secured by the lien. The Bank Loan also contains customaryevents of default that entitle the lender to cause any or all of our company's indebtedness to become immediately due and payable and to foreclose on the lien, and includes customary grace periods before certain eventsare deemed events of default. Borrowings under the Bank Loan agreement are available mainly for the financing of our new facility in Israel. As of December 31, 2016, we had not utilized the Credit Line.We believe that we were in compliance with all covenants under the Bank Loan and Credit Line as of December 31, 2016.61Table of ContentsAs part of our business strategy, we plan to consider and, as appropriate, make acquisitions of other businesses, strategic alliances, property, plant and equipment as well as new technologies and products. Our cashreserves and other liquid assets 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, 2016, see Item 5.F below (“Tabular Disclosure of Contractual Obligations”).Critical 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 has required 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 report contains the significant accounting policies and methods thatwe used to prepare our consolidated financial statements.The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial resultsinclude :●Revenue Recognition ●Income Taxes ●Contingencies ●Inventories ●Long Lived Assets ●GoodwillWe base our estimates on historical experience and on various other assumptions which we believes to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual resultscould differ materially from the estimates we use in applying these policies.Revenue RecognitionWe derive revenue from sales of AM systems, consumables, and services. Our AM systems include software and hardware that function together to provide the essential functionality of the tangible system. Werecognizes revenue when (1) persuasive evidence of a final agreement exists, (2) delivery has occurred or services have been rendered, (3) the selling price is fixed or determinable, and (4) collectability is reasonablyassured.Revenues from sales to resellers are generally recognized on sell-in basis, upon shipment and when title and risk of loss have been transferred to the resellers. When products and services are sold to a reseller, thereseller is responsible for the installation of the system and for other support services and therefore considered the primary obligor in the arrangement with the end-customers. Products and services sold directly by usor marketed by independent sales agents are recognized based on the gross amount charged to the end-customer as we are considered the primary obligor in the arrangement, retains general inventory risk, establishesthe price for its products and assumes the credit risk for amounts billed to its end-customers.Revenue from sales-type leases may include systems, other products and maintenance contracts. We recognizes revenue from sales-type leases based on the net present value of future 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 is deferred and recognized ratably over the coverage period.Revenue from operating leases is recognized ratably over the lease period.For multiple-element arrangements we allocate revenue to all deliverables based on their relative selling prices and recognizes revenue when each element’s revenue recognition criteria are met. In suchcircumstances, we use the following hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value, or VSOE, (ii) third-party evidence ofselling price, or TPE, and (iii) best estimate of selling price, or BESP.VSOE exists only when we sell the deliverable separately and is established based on the price charged in such stand-alone transactions. BESP reflects our best estimates of the price at which we would have soldthe product regularly on a stand-alone basis.Most service revenue is derived from our direct manufacturing printed parts services and sales of maintenance contracts. Our direct manufacturing service revenue is recognized upon shipment of the parts, based onthe terms of the sales arrangement.We provide 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 relative selling price of those services. After theinitial warranty period, we offer customers optional maintenance contracts ranging generally from one to three years. Deferred maintenance revenue is recognized ratably, on a straight-line basis, over the period of theservice. Deferred revenues are derived mainly from these prepaid maintenance agreements. We classify the portion of deferred revenue not expected to be earned in the subsequent 12 months as long-term.We assess collectability as part of the revenue recognition process. This assessment includes a number of factors such as an evaluation of the creditworthiness of the customer, past due amounts, past paymenthistory, and current economic conditions. If it is determined that collectability cannot be reasonably assured, we will defer recognition of revenue until collectability is assured.Income TaxesOur effective tax rate is impacted by the geographical mix of taxable income and loss. We record a tax provision for the anticipated tax consequences of our reported operating results. The provision for income taxis 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 we operate. We are subject to income taxes in Israel, the U.S. andother foreign jurisdictions. 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 Enterprise and Beneficiary Enterprisebenefits is taxed at the regular corporate rates, which were 25% in 2016 and 26.5% in 2015 and 2014. We are also a Foreign Investors Company, or FIC, as defined by the Investment Law. FICs are entitled to furtherreductions in the tax rate normally applicable to Approved Enterprises and Beneficiary Enterprises, depending on the level of foreign ownership. In addition, we are an “Industrial Company” as defined by the IsraeliLaw for the Encouragement of Industry (Taxation), 1969, and, as such, are entitled to certain tax benefits.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 ourApproved Enterprise and Beneficiary Enterprise programs could be subject to the statutory Israeli corporate tax rate and we could be required to refund a portion of the tax benefits already received with respect to suchprograms, as adjusted by the Israeli consumer price index and interest, or other monetary penalty.62Table of ContentsSignificant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In evaluating the exposure associated with our various tax filing positions, we recordreserves for uncertain tax positions in accordance with US GAAP, based on the technical support for the positions, our past audit experience with similar situations. Although we believe our tax positions comply withapplicable tax laws and we intend to defend our positions, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax reserves andaccruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is differentthan the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions andchanges to reserves that are considered appropriate, as well as the related estimated interest and penalties.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 of assets and liabilities underthe 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 are presented as a net asset or liability, net of any valuationallowances. Significant judgment required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we considered all available evidence, includingpast operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. As a result of losses incurred by our US subsidiaries in past few years and since the near-termrealization of these assets is uncertain, we provided a full valuation allowance for our deferred tax assets related to our U.S. subsidiaries that are not expected to be realized. We reassess our valuation allowanceperiodically and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly.ContingenciesWe are subject to various legal proceedings, lawsuits, government investigations and claims involving employment-related, patents, commercial, securities, and environmental matters that may arise from time totime in the ordinary course of business. The outcomes of the legal proceedings that are pending as of the date the financial statements are issued are subject to significant uncertainty. We record a liability when webelieve that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability andthe estimated amount of the liability. We review these matters at least quarterly and adjust these liabilities to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other updatedinformation and events, pertaining to a particular case. As such accruals are based on management’s judgment as to the probability of losses, accruals may materially differ from actual verdicts, settlements or otheragreements made with regards to such contingencies.InventoriesOur inventories 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. Inventory costs 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 costs of completion, disposal, and transportation. We assessperiodically our inventories for obsolescence and excess balances, or when certain events or changes in circumstances occur that trigger such assessment. The net realizable value of our inventory based certain offactors including, but not limited to: forecasted selling prices and future demand for our products and services, historical sales patterns, technological changes, estimated service period, product end-of-life dates,alternative uses for the inventory, new products launches and other market conditions as applicable. If required, we reduce the carrying value of our inventories by an amount equal to the difference between its cost andthe net realizable value. Once such inventory is written down, a new lower cost basis for that inventory is established. Our provisions for inventory write-downs for obsolescence and excess balances requires us toutilize significant judgment. Although we make every effort to ensure the accuracy of the net realizable value of our inventories, any significant unanticipated deteriorating factor could have a material impact on thecarrying value of our inventories and reported operating results.Long Lived AssetsOur long-lived assets, other than goodwill, comprised mainly of definite life identifiable intangible assets and property, plant and equipment. Most of our identifiable intangible assets were recognized as partbusiness combinations we have executed in prior periods. Our identifiable intangible assets are primarily comprised of developed technology, trademarks and trade names, customer relationships and patents.We review the carrying amounts of our long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairmentindicators may include any significant changes in the manner of our use of the assets or the strategy of our overall business, certain reorganization initiatives, significant negative industry or economic trends andsignificant decline in our share price for a sustained period. In evaluating recoverability we compare the carrying amounts of the asset or assets groups with their respective estimated undiscounted future cash flows. Ifthe asset or assets group are determined to be impaired, an impairment charge is recorded as the amount by which the carrying amount of the asset or assets group exceed their fair value. During the year endedDecember 31, 2016, 2015 and 2014 we recorded impairment of $24.9 million, $289.0 million and $14.6 million related to our long-lived assets.GoodwillGoodwill 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 identifiable net 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 StandardsBoard, or FASB, guidance of testing goodwill for impairment. During 2015, we determined that certain indicators of potential impairment that required goodwill impairment analysis for all of our reporting unitsexisted. Accordingly, we performed a quantitative two-step assessment for goodwill impairment for each of our reporting units. 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 of goodwill to its estimated fair value. Refer to Note 7 to our audited financial statements included in Item 18 of this annualreport 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 of capital and the amount andtiming of projected future cash flows. Projected future cash flows are based on our most recent budgets, forecasts and strategic plans as well as certain growth rate assumptions. Potential changes in our costs andoperating structure, the expected timing of utilization of synergies strategic opportunities, negative effect of exchange rate differences and overall weakness in the evolving 3D printing marketplace, could negativelyimpact our near-term cash-flow projections and could trigger a potential impairment of our goodwill. In addition, failure to execute our strategic plans for our reporting units could negatively impact the fair value ofour reporting 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 whether events and changes incircumstances such as further deterioration in the business climate or operating results, further significant decline in our share price, changes in management’s business strategy or downward changes of our cash flowsprojections, warrant further interim impairment testing.On March 3, 2016, the enforcement division of the U.S. Securities and Exchange Commission, or SEC, issued a subpoena to us requesting a number of documents as part of an investigation of the valuations andother calculations we used to assess the impairment of goodwill and/or intangible assets included in the balance sheet in our SEC filings. We have cooperated with the SEC and produced documents in the summer of2016. If the SEC has any further information requests, we will continue to cooperate with that agency.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 the Encouragement of CapitalInvestments” 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 and Prospects” and Item 4 -“Information on the Company” above.63Table of ContentsE. 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 purpose entities or variable interestentities.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 financial condition, revenues orexpenses, 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, 2016 that we expect to require significant cash outlays in future periods:Payments Due by PeriodLess Than1-33-5More ThanTotal 1 Year Years Years 5 YearsU.S. $ in thousandsOperating lease obligations31,343$8,960$12,380$7,117$2,886Purchase obligations34,67134,671---Long-term debt (including estimated interest)30,1644,8069,1078,4547,797$ 96,178$ 48,437$ 21,487$ 15,571$ 10,683The total amount of unrecognized tax benefits for uncertain tax positions was $ 18.0 million as of December 31, 2016. Payment of these obligations would result from settlements with taxing authorities. Due to thedifficulty 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 due to the Solid Concepts transaction. For further information refer to Note 2 to our consolidated financial statements included in Item 18 ofthis 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 this annual report:Name Age PositionElchanan Jaglom75Chairman of the Board of DirectorsS. Scott Crump63Chairman of the Executive Committee and Chief Innovation OfficerIlan Levin51Chief Executive Officer and DirectorEdward J. Fierko75DirectorVictor Leventhal72DirectorJohn J. McEleney54DirectorZiva Patir66 DirectorDavid Reis 56DirectorHaim Shani59DirectorLilach Payorski43Chief Financial OfficerElchanan 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 the Executive Committee ofour 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 also served as the Chairman of Diamond CapitalManagement Ltd., the investment manager of the Diamond Group of investment funds, until January 2, 2014. In parallel to his involvement with these entities, Mr. Jaglom has been involved in investment managementof funds, private equity and venture capital investment since the early 1980s, focusing primarily on early-stage technology companies. He is currently a member of the Board of Trustees of the Tel Aviv Museum of Artand the Ben Gurion University of the Negev. He holds a bachelor’s degree in economics and statistics from the Hebrew University in Jerusalem and an M.B.A. from New York University.64Table of ContentsS. 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. Crump previously served asChairman 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., which later changed its name to SI Technologies, Inc., a leading manufacturer of force, load and pressuretransducers. Mr. Crump continued to be a director and shareholder of that company until its sale to Vishay Intertechnologies, Inc. (NYSE: VSH) in April 2005. Mr. Crump holds a B.S. in mechanical engineering fromWashington State University.Ilan Levin has served as our Chief Executive Officer since July 1, 2016 and 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 he remained 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 an advisorfor 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 of CellGuide Ltd. He holds a B.A.Sc.from the University of Toronto and an LL.B. from Tel Aviv University.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. Since May 2003, Mr. Fierkohas 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 of reverse osmosis water filtration devices. FromNovember 1999 through February 2003, he served as President and Chief Operating Officer of Osmonics, and from November 1998 to September 1999 he served as Executive Vice President of Osmonics. FromSeptember 1987 to August 1998, Mr. Fierko was President and CEO of Ecowater International, a holding company with 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 Electric Company (NYSE: GE). He holds a B.S. in Accounting from La Salle University.Victor Leventhal has served as a director of our company (until May 2016, as an external director) since the closing of the Stratasys-Objet merger on December 1, 2012. Mr. Leventhal has served as a consultant toSolidWorks Corporation, a 3D CAD software company, since 2006. From 2001 to 2006, he was a Group Executive for Dassault Systemes S.A. (NASDAQ: DASTY), the parent company of SolidWorks, where heserved 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 to1995, Mr. Leventhal was the Chief Executive Officer 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 1985to 1990, he held numerous executive positions, including serving as the Executive Vice President of Computerland, the largest computer retailer at the time, where he was responsible for franchise development, majoraccount sales, marketing, training, purchasing and vendor relations. Prior to that time, he held various administrative, operations, marketing and financial positions at IBM for 18 years. He has also served on the boardsof directors of Solido, a 3D printing company, Graphisoft, an architectural software company, and 3D Express, a startup company in the rapid prototyping industry. Mr. Leventhal received a B.B.A. from the Universityof Texas.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 is the Chief Executive Officerof 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 Chief Executive of Cloud Switch, which was acquired byVerizon. 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 Officerfrom 2001 until June 2007. Mr. McEleney joined SolidWorks in 1996, serving in several capacities, including Chief Operating Officer and Vice President, Americas Sales. Prior to joining SolidWorks, Mr. McEleneyheld several key management positions at CAD software pioneer Computervision and at defense contractor Raytheon. Mr. McEleney also serves as a director of Newforma, a privately held software company. He holdsa B.S. in Mechanical Engineering from the University of Rochester, an M.S. in Manufacturing Engineering from Boston University and an M.B.A. from Northeastern University.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 Lahav at Tel-Aviv University, the leading provider ofexecutive education in Israel, a position that she has held since 2003, and as member of the board of Kardan Vehicle Ltd., the Israeli licensee of Avis. Ms. Patir served as the Vice President of Standards, Policy andSustainability for Better Place, an infrastructure electrical vehicles company providing technology design and service for switchable 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 to 2008, 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 of SII and held various managerial positions in the Industry and Standardization Divisions from 1976 to 1985. From 2004 to 2008, Ms. Patir servedas Vice President of the International Organization for Standardization (ISO), as well as chair of the Technical Management Board, leading overall management of ISO technical work. ISO is the world’s largestdeveloper and publisher 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 Engineer and holds aB.Sc. in Chemistry from Tel-Aviv University and a M.Sc. in Chemistry/Polymer Science from the Weizmann Institute of Science.65Table of ContentsDavid Reis has served as our director since June 2013. He also served as a director of Objet from 2003 until the closing of the Stratasys-Objet merger. Mr. Reis served as our (and, prior to the Stratasys-Objetmerger, as Objet’s) Chief Executive Officer from March 2009 until June 30, 2016. Previously, he served as Chief Executive Officer and President of NUR Macroprinters Ltd. (NURMF.PK), a wide format printermanufacturer 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, an automatic identification and data capturesolution provider, and of Scitex Vision (NASDAQ & TASE: SCIX), a developer and manufacturer of wide-format printers. Mr. Reis holds a B.A. in Economics and Management from the Technion-Israel Institute ofTechnology and an M.B.A. from the University of Denver.Haim Shani has served as a director of our company since May 2016. Mr. Shani serves as Co-Founder and General Partner of Israel Growth Partners, a technology-focused growth equity fund in Israel. In 2012, Mr.Shani retired from the Israeli Ministry of Finance, where he served as Director-General (from 2009 to 2011) and the Head of the Competitiveness Committee. Prior to that, he served as CEO of NICE Systems(NASDAQ:NICE), where he led the company’s significant growth in revenues and market capitalization. Mr. Shani came to NICE from Applied Materials (Israel) Ltd., where he served as VP of its Israeli business fora period of three years. From 1992 to 1998, Mr. Shani held various management positions at Orbotech Ltd., including Corporate Vice President of Marketing and Business Development, President of Orbotech’s AsiaPacific subsidiary and President of Orbotech Europe. Prior to that, Mr. Shani held various management positions at Scitex Corporation and IBM Israel. Mr. Shani currently serves as Chairman of the UK Israel TechHub, a board member at Strauss Water, R2Net, GreenRoad, and ColorChip and a member of the Advisory Committee, Supervisor of Banks, Bank of Israel. Mr. Shani holds a Bachelor’s degree in Industrial andManagement Engineering from the Technion - Israel Institute of Technology, and an MBA from INSEAD, France.Lilach Payorski has served as our Chief Financial Officer since January 1, 2017. She joined Stratasys Ltd. in January 2013 and thereafter served as our Vice President, Corporate Finance, until August 2015, and asour Senior Vice President, Corporate Finance, from August 2015 through December 31, 2016. Prior to joining our company, from December 2009 to December 2012, Ms. Payorski served as Head of Finance at PMC-Sierra, a company operating in the Semiconductors industry, which was subsequently acquired by Microsemi Corporation. Prior to that time, she served as Compliance Controller at Check Point Software TechnologiesLtd. (NASDAQ: CHKP), an IT security company, from 2005 to 2009, and in a finance leadership role at Wind River Systems (NASDAQ: WIND), a software company, which was subsequently acquired by IntelCorporation, from 2003 to 2005 . Earlier in her career, she served as a CPA with Ernst & Young LLP both in Israel and later in Palo Alto, CA. Ms. Payorski earned a Bachelor of Arts in Accounting and Economicsfrom the Tel Aviv University.Arrangements 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 of shareholders that washeld 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 articles of association that were adopted at that February2015 shareholders meeting, our board members are elected at each annual general meeting of shareholders for a one year term (other than our external 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 amongany directors or members of our senior management.66Table of ContentsB. Compensation.The following table presents all compensation that we paid, or accrued, during the year ended December 31, 2016 to all persons who served as a director or as a member of senior management of our company atany 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 with services during that period.Salaries, Fees, Bonuses Pension,Commissions, andRetirementRelated Benefits Paidand Other Similar or Accrued (1)Benefits AccruedAll directors and members of senior management as a group, (2)$ 4,597,214 (3)$ 243,038____________________(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 current directors and senior management members listed in the table under “Directors and Senior Management” in Item 6.A above, except for Lilach Payorski (our current Chief FinancialOfficer), who did not serve in that role during 2016, and includes, in addition, certain other individuals who served as directors or members of senior management of our company for part of or all 2016 butwhose service or employment subsequently terminated. (3)This compensation amount for the year ended December 31, 2016 excludes an aggregate of $0.5 million of bonuses that were paid in 2016 in respect of services that had been performed during the previousyear.Pursuant to the Companies Law, the fees payable to our directors and our chief executive officer require approval by (i) the compensation committee of our board, (ii) the board of directors and (iii) ourshareholders (in that order). Please see “Compensation Policy and Committee” in Item 6.C (“Board Practices”) below for further information regarding the requirements under the Companies Law in connection withthe compensation of directors.Director CompensationThe following table sets forth the directors’ fees, salary or other compensation (excluding value attributable to stock option grants and excluding reimbursement for reasonable expenses incurred in connection withservices) that are payable to each of our current directors: Per Meeting FeeAnnual (In Person/Name of DirectorFee/Salary (1)Telephonic/ Written Consent)Elchanan Jaglom$ 420,000(2)S. Scott Crump$286,889(3)Ilan Levin$318,407(4) Edward J. Fierko$50,000$1,500/ $375/$325Victor Leventhal$50,000$1,500/ $375/$325John J. McEleney$50,000$1,500/ $375/$325Ziva Patir$50,000(5)$1,500/ $375/$325David Reis (6)$(7)$1,500/ $375/$325Haim Shani$50,000$1,500/ $375/$325 67Table of Contents____________________(1) The amounts reflected in the “Annual Fee/Salary” column do not include per-meeting fees payable to those directors for whom the above table lists per meeting fees in the right-hand column of the table. Theabove table does not include an annual fee of US$2,500 for service on each committee of our board of directors on which any of the above directors serves (as described under Item 6.C below). (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 is due on the salary payable toMr. 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 Committee and Chief InnovationOfficer 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 2015 year and did not receive a bonus in respect of the 2016year. (4)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 and variable costs in respect of) aleased car that we provide to Mr. Levin. (5)Does not include VAT that is due on the fees payable to Ms. Patir. (6)Mr. Reis served as our President and Chief Executive Officer through June 30, 2016, after which time he serves only as an executive director of our company. (7)After he ceased to serve as our President and Chief Executive Officer commencing July 1, 2016, Mr. Reis received notice period payments under his employment agreement until the end of 2016. Mr. Reis’compensation as an executive director of our company for 2017 has not been determined yet. If and when such compensation is approved by our compensation committee and board of directors, it will besubject to the approval of our shareholders in accordance with the requirements of Israeli law.Director/Officer Equity CompensationDuring the year ended December 31, 2016, we granted stock options to purchase an aggregate of 107,909 of our ordinary shares to members of our senior management and 50,000 options to our directors.At our 2016 annual general meeting of shareholders, our shareholders approved the following equity package for each of our independent and non-executive directors, subject to the following terms:Initial grant : Initial grant of options to purchase 10,000 ordinary shares of our company.Exercise Price : Equal to the fair market value of the average of the closing prices of an ordinary share of our company on the trading days during the 30-day period following the date of the approval of a grant byour shareholders.Vesting Schedule : The options shall vest equally on a monthly basis until the earlier of (i) the first anniversary of the grant date and subject to continuous service of the applicable independent director, or (ii) at theend of the term of the applicable independent director at the next annual general meeting of the shareholders of our company after the grant at which such director’s directorship may be extended or terminated (whichwe refer to as the Full Vesting Date), provided that all such options shall be fully vested at the Full Vesting Date.Automatic Additional Grants : Automatic additional grants shall be approved at the commencement of the term of each independent director, such that an additional 10,000 options shall be granted to each suchcontinuing director on the first and second anniversaries of the commencement of such director’s term, contingent on the continued service of such director. Such additional grants shall have an exercise price equal tothe fair market value of the average of the closing prices of an ordinary share of our company on the trading days during the 30-day period following the first and second anniversaries, respectively, of thecommencement of such director’s term, and shall vest in the same manner as specified under “Vesting Schedule” above.68Table of ContentsFor 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, 2016, in the disclosure format ofRegulation 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-based compensation, retirement ortermination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.Summary Compensation TableInformation Regarding the Covered Executive (1) Total Compensation,ExcludingName and PrincipalBaseVariableBenefit andEquity-BasedEquity-BasedTotalPosition (2)SalaryCompensation (3)Perquisites (4)OtherCompensationCompensation (5)CompensationErez Simha, Former CFO and COO$ 450,000$ 227,268$ 34,942$ 633,476$ 1,345,686$ 788,050$ 2,133,736 Scott Crump, Chief Innovation Officer$262,854$ $ 24,035$ —$286,889$ 1,102,345$ 1,389,234 Dan Yalon, Chief Product Officer and EVP Corporate Development$265,188$83,377$74,708$—$423,273$870,150$1,293,423 Jon Stevenson, SVP R&D$215,000$36,300$24,115$515,079$790,494$443,456$1,233,950 Joe Allison, CEO of SDM$280,000$47,678$60,412$644,416$1,032,505$32,347$1,064,852____________________(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 intoU.S. dollars at the average conversion rate for 2016. (3)Amounts reported in this column refer to commission, incentive and bonus payments, which are payable with respect to 2016. (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 the Covered 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), convalescencepay, 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, 2016 with respect to equity-based compensation. Equity-based compensation isdetermined 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 to our audited consolidated financial statements,which are included in Item 18 of this annual report. 69Table of ContentsMembers 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 Officer and approved by ourcompensation committee and our board of directors, in that order. These same corporate bodies also set the bonus targets for our Chief Executive Officer. In accordance with a December 2012 amendment to theCompanies Law, we have adopted a compensation policy that governs the compensation of our directors and senior management and which has been approved by (i) the compensation committee of our board, (ii) theboard of directors and (iii) our shareholders (in that order). Please see “Compensation Policy and Committee” in Item 6.C (“Board Practices”) below for further information.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 not specifically granted to ourshareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our board of directors. Our Chief Executive Officer isappointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we have entered into with him. All other 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.Under our amended articles, our board of directors must consist of at least seven and not more than 11 directors, including, to the extent applicable, at least two external directors required to be elected under theCompanies Law.In May 2016, we elected to be governed by a newly-adopted exemption under the Companies Law regulations that exempts us from appointing external directors and from complying with the Companies Lawrequirements related to the composition of the audit committee and compensation committee of our board of directors. Our eligibility for that exemption is conditioned upon: (i) the continued listing of our ordinaryshares on the NASDAQ Stock Market (or one of a few select other non-Israeli stock exchanges); (ii) there not being a controlling shareholder (generally understood to be a 25% or greater shareholder) of our companyunder the Companies Law; and (iii) our compliance with the NASDAQ Listing Rules requirements as to the composition of (a) our board of directors—which requires that we maintain a majority of independentdirectors (as defined under the NASDAQ Listing Rules) on our board of directors and (b) the audit and compensation committees of our board of directors (which require that such committees consist solely ofindependent directors (at least three and two members, respectively), as described under the NASDAQ Listing Rules). At the time that it determined to exempt our company from the external director requirement, ourboard affirmatively determined that we meet the conditions for exemption from the external director requirement, including that a majority of the members of our board, along with each of the members of the audit andcompensation committees of the board, are independent under the NASDAQ Listing Rules.As a result of our election to be exempt from the external director requirement under the Companies Law, each of our directors is elected annually, at our annual general meeting of shareholders. The vote requiredfor the election of each director is a majority of the voting power represented at the meeting and voting on the election proposal. Following certain changes to our board of directors based on the election at our 2016annual general meeting of shareholders that took place in May 2016, the current members of our board consist of the Chairman— Elchanan Jaglom, the Chairman of the Executive Committee—S. Scott Crump, IlanLevin (our Chief Executive Officer), Edward J. Fierko, Victor Leventhal, John J. McEleney, Ziva Patir, David Reis and Haim Shani. 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) have been vacated.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 the process 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 committee thereof) is authorized to recommend to our shareholders directornominees for election. Under the Companies Law and our amended articles, nominations for directors may also be made by any 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’s intent to make such nomination (together with certain documentation required under the Companies Law) has beendelivered to our registered 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 upcoming annual generalmeeting).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 have accounting and financialexpertise. Under applicable regulations, a director with accounting and financial expertise is a director who, by reason of his or her education, professional experience and skill, has a high level of proficiency in andunderstanding of business accounting matters and financial statements. See “—External Directors” in this Item 6.C below. He or she must be able to thoroughly comprehend the financial statements of the company andinitiate debate regarding the manner in which financial information is presented. In determining the number of directors required to have such expertise, our board of directors must consider, among other things, thetype and size of our company and the scope and complexity of its operations. Our board of directors has determined that our company requires one director with such expertise.70Table of ContentsExternal DirectorsUnder the Companies Law, the boards of directors of companies whose shares are publicly traded, including companies with shares traded in the United States, are generally required to include at least twomembers who qualify as external directors. Victor Leventhal and Haim Shani had served as our external directors for the brief period following their election as external directors at our May 2016 annual generalmeeting of shareholders until our board elected to be governed by the exemption from maintaining external directors on our board under the Companies Law (as described above).Our election to exempt our company from compliance with the external director requirement can be reversed at any time by our board of directors, in which case we would need to hold a shareholder meeting toonce again appoint external directors, whose election would be for a three-year term. The election of each external director would require 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 personalinterest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions, which we refer to as a disinterested majority; 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 two percent (2%) of theaggregate 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 presumedto 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 the company or its general manager.For further information concerning the Companies Law provisions related to external directors, please see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Board of Directors—External Directors” in our annual report on Form 20-F for the year ended December 31, 2015, which we filed with the SEC on March 21, 2016.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. To the extent a company is required to appointexternal directors, this committee must include all of the external directors, one of whom must serve as chairman of the committee. There are additional requirements as to the composition of the audit committee underthe Companies Law. However, when we elected to exempt our company from the external director requirement, we concurrently elected to exempt our company from all of such requirements (which exemption isconditioned on our fulfillment of all NASDAQ listing requirements related to the composition of the audit committee).The members of our audit committee consist of Victor Leventhal, Haim Shani and Edward J. Fierko. Mr. Fierko serves as chairman of the committee. Our board of directors has determined that each of Messrs.Leventhal, Shani 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.Our 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 financial sophistication set forth inthe 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 the NASDAQ Stock Market, aswell 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 public accounting firm to the boardof 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, internal control and legalcompliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal 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 that the accountants are independent of management.71Table of ContentsUnder the Companies Law, our audit committee is responsible for (i) determining whether there are deficiencies in the business management practices of our company, including in consultation with our internalauditor or the independent auditor, and making recommendations to the board of directors to improve such practices, (ii) determining whether to approve certain related party transactions (including transactions inwhich an office holder has a personal interest and whether such transaction is extraordinary) (see “—Approval of related party transactions under Israeli Law” below in this Item 6.C), (iii) determining standards andpolicies for determining whether a transaction with a controlling shareholder or a transaction in which a controlling shareholder 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 not insignificant including the types of transactions that are not insignificant, (iv) where the board of directors approves the workingplan of the internal auditor, to examine such working plan before its submission to the board and propose amendments thereto, (v) examining our internal controls and internal auditor’s performance, including whetherthe internal auditor has sufficient 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 to the management of ourbusiness 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 action required under the Companies Law, unless at thetime of approval a majority of the committee’s members are present, which majority consists of unaffiliated directors including at least one external 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 business strategy 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 the board may resolve from time to time. The membersof the executive committee consist of Messrs. S. Scott Crump, who serves as chairman of the executive committee, Elchanan Jaglom, John McEleney and Ilan Levin.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 our shareholders in September 2013. In February 2015,following approval by our compensation committee and board, our shareholders approved an amended and restated version of our compensation policy at an extraordinary general meeting of shareholders.The 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 monetarypayment or obligation of payment in respect of employment or engagement. The compensation policy also relates to certain factors, including advancement of 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 the nature of our operations. The compensation policy furthermore considers the followingadditional 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 variable compensation; 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 during that period of service, theperson’s contribution towards our company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving 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 was based was inaccurate andwas 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.72Table of ContentsUnder the December 2012 amendment to the Companies Law, our compensation committee is responsible for recommending the compensation policy to our board of directors for its approval (and subsequentapproval by our shareholders) and is charged with duties related to the compensation policy and to the compensation of our office holders as well as functions related to approval of the terms of engagement of officeholders, 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 an existing compensation policy fora 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).As to the composition of the compensation committee, under the Companies Law, if a company is required to appoint external directors, the committee must consist of at least three (3) members, including all of theexternal directors, one of whom must serve as chairman of the committee. There are additional requirements as to the composition of the audit committee under the Companies Law. However, when we elected toexempt our company from the external director requirement, we concurrently elected to exempt our company from all of such requirements (including the three-member minimum). Our exemption under theCompanies Law is conditioned on our fulfillment of all NASDAQ listing requirements related to the composition of the compensation committee.The compensation committee is subject to the same Companies Law restrictions as the audit committee as to who may not be present during committee deliberations (as described under “—Approval of RelatedParty Transactions Under Israeli Law—Fiduciary Duties of Directors and Executive Officers—Disclosure of Personal Interests of an Office Holder” below).The 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 the board for determination,either by a majority of the independent directors, or by a compensation committee consisting solely of independent directors (subject to a minimum of two committee members).We appointed our compensation committee in mid-2013. The committee currently consists of Victor Leventhal, Ziva Patir and Haim Shani. Victor Leventhal serves as chairman of the committee. Our board ofdirectors has determined that each of Messrs. Leventhal and Shani, and Ms. Patir, meets the independence requirements set forth in the Listing Rules of the NASDAQ Stock Market and in Rule 10C-1 under theExchange Act.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 of Directors” above. We rely uponthe exemption available to foreign private issuers under the Listing Rules of the NASDAQ Stock Market from the NASDAQ listing requirements related to independent director oversight of nominations to our boardof directors and the adoption of a formal written charter or board resolution addressing the nominations process. Also see Item 16.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 of directors. An internal auditormay 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. has served as our internalauditor 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 office holder under the CompaniesLaw.73Table of ContentsAn 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 office holder in the same positionwould 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. The duty of care includes a duty to use reasonable means toobtain:●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.Disclosure 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 to him or her and anydocuments concerning any existing or proposed transaction with the company. An interested office holder’s disclosure must be made promptly and in any event no later than the first meeting of the board of directors atwhich the transaction is considered. A “personal interest” includes an interest of any person in an act or transaction of a company, including a personal interest of one’s relative or of a corporate body in which suchperson or a relative of such person is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director or the general manager, but excluding a personal intereststemming from one’s ownership of shares in the company. A personal interest furthermore includes the personal interest of a person for whom the office holder holds a voting proxy or the interest of the office holderwith respect to his or her vote on behalf of the shareholder for whom 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 it derives 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 “extraordinarytransaction” is defined 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 of association provide for a differentmethod 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 an action by the office holder that would otherwise be deemed abreach of duty of loyalty. However, a company may not approve a transaction or action that is adverse to the company’s interest or that is not performed by the office holder in good faith. Approval first by thecompany’s audit committee and subsequently by the board of directors is required for an extraordinary transaction 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, in certain 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 that order. Compensation of an individual office holder, including the chief executive officer (but excluding a director), that does not conform to the company’scompensation policy may be adopted under special circumstances despite failure to obtain shareholder approval if, following the relevant shareholder vote, the compensation committee followed by the board onceagain approves 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 present at such a meeting or voteon that matter unless a majority of the board, audit committee or compensation committee (as appropriate) has a personal interest in the matter, or unless the chairman of the board, audit committee or compensationcommittee (as appropriate) determines that he or she should be present in order to present the transaction that is subject to approval. If a majority of the members of the board, audit committee or compensationcommittee has a personal interest in the approval of a transaction, then all directors may participate in discussions of the board of directors, audit committee or compensation committee on such transaction and thevoting on approval thereof, but shareholder approval is also required for such transaction.74Table of ContentsDisclosure 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 atransaction involving a shareholder of the company, a controlling shareholder also includes any shareholder who holds 25% or more of the voting rights if no other shareholder 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 and may be deemed a controlling shareholder for the purpose of approving suchtransaction. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, or a transaction with a controlling shareholder or his or her relative, directly orindirectly, require the approval of the audit committee, the board of directors and the shareholders 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 against the transaction may notrepresent more than two percent (2%) of the voting rights of the company.To 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 committee determines that theduration 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 the compensation committee, rather thanthe 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 her power 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 to determine the outcome of ashareholder 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 or other power towards the company. The CompaniesLaw does not define the substance of this duty of fairness, except to state that the remedies generally available upon a breach of contract will 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 advance from liability to thecompany, 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 in its articles of association. Our amended articlesinclude such a provision. The company may not exculpate in advance a director from liability arising out of a prohibited dividend or distribution 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 eventor 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, if an undertaking toindemnify 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 board of directors, can be foreseen based on thecompany’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shalldetail 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 authority authorized to conduct suchinvestigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as asubstitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminalintent; and75Table of Contents●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 inconnection 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 of criminal intent.Under 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 extent provided in the company’sarticles 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 a reasonable basis to believethat 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 to directors or controllingshareholders, their relatives and third parties in which such controlling shareholders have a personal interest, also by the shareholders. See “—Approval of Related Party Transactions Under Israeli Law—FiduciaryDuties 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 the fullest extent permitted bythe Companies Law. In addition, we have entered into agreements with each of our office holders undertaking to indemnify them to the fullest extent permitted by Israeli law. Furthermore, until the sixth anniversary ofthe effective time of the Stratasys-Objet merger, we are covering the directors and officers of Stratasys, Inc. and its subsidiaries with respect to acts or omissions occurring prior to the effective time of the merger. Thelimits, terms and conditions of this coverage are at least as favorable as the limits, terms and conditions in the 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, “Related Party 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, 2016, 2015 and 2014 are setforth in the two tables below.Number of full-time equivalent employeesby region as of December 31,Region2016 2015 2014Americas *1,6301,8002,076Israel473493506Europe176209128Asia Pacific190219196Total2,4692,7212,90676Table of ContentsNumber of full-time equivalent employees by function as of December 31,Division201620152014Operations and support 788 929 1,178Research and development 551543 517Customer service316288 199Sales and marketing441 558600General and administrative373403412Total 2,469 2,721 2,906*Includes employees in Latin America .During 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 each of 2016 and 2015 relative to the previous year was due to our implementation of operational efficiencies, which included elimination of excess employeesin certain divisions of our company.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 Labor in Israel) and theCoordination Bureau of Economic Organizations (including the Industrialists’ Associations) are applicable to our employees in Israel by order of the Israel Ministry of Labor. These provisions primarily concern thelength of the workday, minimum daily wages for professional workers, pension fund benefits for all employees, insurance for work-related accidents, procedures for dismissing employees, determination of severancepay and other conditions of employment. We generally provide our employees with benefits and working conditions 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 14, 2017, the number of our ordinary shares owned, and stock options held, by each of the directors and members of our senior management who served as such during theyear (including for part of the year) ended December 31, 2016:77Table 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 JaglomSee table inChairman of the BoardItem 7. A “Major Shareholders”below. S. Scott Crump357,073(5)*18,000—$25.50August 29, 2017Chairman of the Executive Committee 14,4003,600$46.87 June 18, 201893,7496,251$82.15June 21, 2023 Ilan Levin161,731*100,062—$7.82December 31, 2017Chief Executive Officer and Director24,782—$2.21December 31, 2017 Eyal Desheh******Director (6) Edward J. Fierko126,066(7)*18,000—$25.50August 29, 2017Director14,4003,600$46.87June 18, 201820,6251,375$82.15June 21, 202315,1256,875$103.30August 8, 2020 9,166 834 $21.44 June 4, 2026 Victor Leventhal31,345*12,9576,222$74.95December 1, 2022Director9,166834$21.44June 4, 2026 John J. McEleney46,616*7,2003,600$46.87June 18, 2018Director 15,125 1,375$82.15June 21, 202315,1256,875$103.30August 8, 2020 9,166 834 $21.44 June 4, 2026 Ziva Patir36,899*27,7331,849$82.15June 21, 2023Director9,166834$21.44June 4, 2026 David Reis172,436*172,436—$6.52December 31, 2017Director Clifford H. Schweiter46,550*10,8003,600$46.87June 18, 2018Director (8)20,6251,375$82.15June 21, 2023 15,1256,875$103.30August 8, 2020 Haim Shani9,1669,166834$21.44June 4, 2026Director Erez Simha******Chief Financial Officer (9,10) Joshua Claman******Chief Business Officer (9,10) Tal Dilian******Executive V.P., Technology and Products (9,10) Avi Jacoby******Executive VP Global HumanResources/ Training (9,10) Dan Yalon******EVP Strategy, Marketing & BD (9)78Table 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 stock options held by suchperson or group that were exercisable within 60 days of February 14, 2017 and that are also reflected in the column titled “Stratasys stock options — Number held — Exercisable within 60 days.” Further inkeeping with such Rule 13d-3, the computation of percentage ownership is based upon 52,695,671 ordinary shares outstanding at February 14, 2017, plus such number of ordinary shares as such person (but notany 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 granted without payment of any cashconsideration therefor by the grantees thereof. (4)Each stock option is exercisable for one ordinary share. (5)Includes 176,294 ordinary shares owned of record by Mr. Crump’s wife. (6)Mr. Desheh served as an external director of our company from the start of 2016 until February 25, 2016, when his term expired. He elected not to be nominated for re-election at our 2016 annual generalmeeting of shareholders. (7)Includes 24,375 ordinary shares held by Mr. Fierko’s wife. (8)Mr. Schweiter served as a director of our company from the start of 2016 until our 2016 annual general meeting of shareholders in May 2016. He elected not to be nominated for re-election at that meeting. (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 previously been disclosed to ourshareholders or otherwise made public, it is being omitted from this annual report pursuant to an allowance provided by the SEC’s Form 20-F. (10)Each of Messrs. Simha, Claman, Dilian and Jacoby ceased his employment for our company over the course of (or, in the case of Mr. Simha, at the conclusion of) 2016.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 in its entirety by reference tothe 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 with the terms under which theywere 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 and amended and restated by theboard 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 our subsidiaries’ respective directors, employees, officers, officeholders, subcontractors and consultants. Awards under the 2004 Plan may be granted until August 15, 2014, ten years from the date on which the 2004 Plan was originally adopted by the board of directors.Our 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 for granting options incompliance 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 the capital gains track, all optionsthat 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 Tax Ordinance, as well as the shares issued upon exercise ofthese options and other shares received subsequently following any realization of rights with respect to such options, such as a result of a share dividend or share split, are granted to a trustee for the benefit of therelevant employee, director or officer and are held by the trustee for at least two years after the date of grant.79Table of ContentsUnless 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 one year 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, expire10 years from the grant date. Incentive share options granted to a person holding more than 10% of our voting power expire within five years from the date of the grant. All options that have been granted to date underthe 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 service terminates 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 or disability, or three months following retirement. If agrantee’s service or other relationship to our company terminates for any other reason, the grantee may exercise his or her vested options until the 90th day after the date of such termination (or such different period asour board shall prescribe). In addition to the shares reserved under the 2004 Plan, any options granted under the 2004 Plan that are terminated or forfeited for any reason without having been exercised, return to thepool under the plan and enlarge the reserved shares under the plan. Shares subject to options granted under the 2004 Plan that terminate or are forfeited for any reason without having been exercised will be added to thepool of shares available for awards under our 2012 Omnibus 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 not required to (i) use its bestefforts 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 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 the shares or (b) cancel the option against payment to the grantee in an amount equal to the fair market value of such shares as reflectedunder the terms of such merger or sale minus the exercise price per share for each such share. Notwithstanding the foregoing, the board may upon such event amend or terminate the terms of any award, includingconferring the right to purchase any other security or asset that the board shall deem, in good 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. As of December 31, 2016, a total of 552,880 ordinary shares were issuable upon exercise ofoutstanding options that were vested and 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 share units and other share-basedawards to our and our subsidiaries’ respective directors, employees, officers, consultants, and advisors and to any other person whose services are considered valuable to our company or any of our affiliates. Followingthe approval of the 2012 Plan by the Israeli tax authorities, we will only grant options or other equity incentive awards under the 2012 Plan, although previously-granted options and awards will continue to be governedby the 2004 Plan. Under the 2012 Plan, there were 2,500,000 ordinary shares originally reserved for issuance, none of which was granted prior to the effectiveness of the merger. Upon the adoption of an amendment tothe 2012 Plan at our extraordinary general meeting of shareholders in February 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 of ordinary 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 sharesdetermined by our board of directors, if so determined prior to the January 1 on which the increase will occur. Pursuant to that provision, on each of January 1, 2015 , January 1, 2016 and January 1, 2017 , the pool ofshares under the 2012 Plan was automatically increased by 500,000 shares, to 5,000,000 shares, 5,500,000 and 6,000,000 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 the grant, including, exerciseprices, vesting schedules, acceleration of vesting and the other matters necessary in the administration of the 2012 Plan. The 2012 Plan enables our company to issue awards 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 we refer as the Code.Section 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 for compensation in the formof 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 the benefit of the grantees and also includes an additional alternative for theissuance of options or shares directly to the grantee. Section 102(b)(2) of the Tax Ordinance, the most favorable tax treatment 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 of the options or shares. Options granted under the 2012 Plan to U.S. residents may qualify as “incentive stock options” withinthe 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 theoption holder holds more than 10% of our share capital.80Table of ContentsUnder 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 capital gains track. In order tocomply 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, as well as the ordinary shares to be issued uponexercise of these options and other shares received subsequently following any realization of rights with respect to such options, such as share dividends and share splits, must be granted to a trustee for the benefit ofthe relevant employee, director or officer and should be held by the trustee for at least two years after the date of the grant.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 each subsequent three-month periodthereafter for 36 months. Options, other than certain incentive share options, that are not exercised within ten years from the grant date expire, unless otherwise determined by the board or its designated committee, asapplicable. Incentive share options granted to a person holding more than 10% of the combined company’s voting power expire within five 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 to termination within a period of one year from the date of disability or death, or within three months followingretirement. If we terminate a grantee’s employment or service for cause, all of the grantee’s vested and unvested options will expire on the date of termination. If a grantee’s employment or service is terminated for anyother reason, the grantee may exercise his or her vested options 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 of the option holder, theboard 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 by such successor corporation or (ii) in case thesuccessor 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 the shares or (b) cancel the options against payment in cash in an amountdetermined by the board or the committee as fair in the circumstances. Notwithstanding the foregoing, the board or its designated committee may upon such event amend or terminate the terms of any award, includingconferring the right to purchase any other security or asset that the board shall deem, in good faith, 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 converted into an option to purchaseone ordinary share of Stratasys Ltd. Furthermore, we assumed the obligations of Stratasys, Inc. related to the issuance of shares underlying those options under its then-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 Performance and Incentive Plan, and Stratasys, Inc. 2008 Long-Term Performance andIncentive Plan, which we refer to collectively as the Stratasys, Inc. plans. Each option so assumed pursuant to the Stratasys-Objet merger agreement remains governed by the terms and conditions of the relevant grantinstrument as well as the Stratasys Inc. plan under which it was granted (with appropriate changes to reflect Stratasys Ltd. as the company whose shares are issuable upon exercise of the option). As of December 31,2016, a total of 168,750 ordinary shares were issuable upon exercise of options that were vested and exercisable under the Stratasys, Inc. plans.The following table presents certain option data information for the above-described stock option and share incentive plans as at February 14, 2017:TotalWeightedOrdinaryAverageSharesAggregateAggregateExerciseReservedNumber ofNumber ofPrice offorAwardsShares AvailableAwardsOutstandingPlan Grants Granted out of Reserve for Future Grants Outstanding Options2004 Plan——None535,549 $11.942012 Plan6,000,000 2,383,1923,616,8081,718,786$44.35Stratasys, Inc. Plans——None207,400$41.47Totals6,000,0002,383,1923,616,8082,461,735$37.06On 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 and eligible consultants underthe 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 shares underlying options granted or to be granted under the 2012Plan.81Table of ContentsITEM 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 ordinary shares (to whom we refer asour major shareholders), based on the most recent beneficial ownership reports filed with the SEC by such persons on or before February 14, 2017. The data presented is based on information provided to us, ordisclosed 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 for which a person has or sharesthe right to receive the economic benefit of ownership of the shares. The table below includes the number of shares underlying options that are exercisable within 60 days after February 14, 2017. Shares issuable uponthe exercise of such options are deemed to be outstanding for the purpose of computing the ownership percentage of the person, entity or group holding such options, but are not deemed to be outstanding for thepurpose of computing the ownership percentage of any other person, entity or group. The ownership percentages reflected below are based on 52,695,671 ordinary shares outstanding as of February 14, 2017.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 shares listed below have soleinvestment 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 have any different voting rights from any of our othershareholders. 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. Zuckerberg2,888,727 (1)—2,888,7275.5%Elchanan Jaglom2,875,125 (2)—2,875,1255.5%PRIMECAP Management Company5,010,000 (3)—5,010,0009.5%Fisher Investments3,115,910 (4)—3,115,9105.9%____________________ (1) Represents shares beneficially owned as of December 31, 2016, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed jointly by Samson Capital, LLC and Roy J. Zuckerbergon February 14, 2017. Consists of 13,602 ordinary shares held by Zuckerberg Investment Partners, LP, 2,517,787 ordinary shares held by Samson Capital, LLC, with respect to which Roy J. Zuckerberg may bedeemed to share beneficial ownership and 357,338 ordinary shares held by Hancock LLC, a limited liability company organized under the laws of the State of California, with respect to which Roy J. Zuckerbergmay be deemed to share beneficial ownership as a result of the Roy J. Zuckerberg Family Trust’s 39.4% ownership of the membership interests of Hancock LLC. Mr. Zuckerberg is party to an agreement withrespect to the ordinary shares held by Samson Capital, LLC that provides him with the right to independently make decisions as to voting and disposition of 1,548,649 of those ordinary shares, without having toconsult 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 38,786 of theordinary shares held 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 be beneficially ownedby him except to the extent of his pecuniary interest therein. (2)Represents shares beneficially owned as of December 31, 2016, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed by Elchanan Jaglom on February 14, 2017. Consists of (i)2,517,787 ordinary shares held by Samson Capital, LLC, with respect to which Mr. Jaglom may be deemed to share beneficial ownership and (ii) the 357,338 ordinary shares held by Hancock LLC, a Californialimited liability company of which 61.2% of the membership interests are held by a company (which we refer to as the Hancock Member) of which Mr. Jaglom is a director. Mr. Jaglom is party to an agreementwith respect to the ordinary shares held by Samson Capital, LLC that provides him with the right to independently make decisions as to voting and disposition of 969,138 of those ordinary shares, without havingto consult with any other person. The Hancock Member is party to an agreement pursuant to which it has the right to independently make decisions as to voting and disposition of 318,552 of the ordinary sharesheld by Hancock LLC, without having to 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 theextent of his pecuniary interest therein. (3)Represents shares beneficially owned as of December 31, 2016, as indicated in the amended statement of beneficial ownership on Schedule 13G/A filed by PRIMECAP Management Company on February 9,2017. As indicated in that amended statement, PRIMECAP Management Company possesses sole dispositive power with respect to all such 5,010,000 ordinary shares, but sole voting power with respect to only4,660,000 of such ordinary shares. (4)Represents shares beneficially owned as of December 31, 2016, as indicated in the statement of beneficial ownership on Schedule 13G filed by Fisher Investments on January 27, 2017. As indicated in thatstatement, Fisher Investments possesses sole dispositive power with respect to all such 3,115,910 ordinary shares, but sole voting power with respect to only 1,523,892 of such ordinary shares.82Table of ContentsChanges in Percentage Ownership by Major ShareholdersDuring 2014, there were decreases in the percentage ownership of each of our pre-existing major shareholders, consisting of Samson Capital, LLC, Roy J. Zuckerberg and Elchanan Jaglom. The decreases were dueto, in the case of the some of the major shareholders, market sales by the major shareholders themselves. The decreases were also due to our issuance of a substantial number of additional ordinary shares in varioustransactions, including the Solid Concepts acquisition and Harvest Technologies acquisition in July 2014 and August 2014, respectively. 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). In 2016, the percentage ownership of those shareholders declined,due to sales by Samson Capital, LLC and Hancock LLC (and Samson Capital LLC ceased to be a 5% or greater shareholder as a result).The percentage ownership of those shareholders decreased during 2014, increased during 2015 and decreased during 2016, as follows: (i) Samson Capital, LLC—from 6.4% to 4.8%, back up to 5.2%, and backdown to 4.8%; (ii) Roy J. Zuckerberg—from 7.6% to 5.9%, back up to 6.2% and back down to 5.5%; and (iii) Elchanan Jaglom—from 7.5% to 5.8%, back up to 6.2% and back down to 5.5%.During 2014, four new major shareholders— Morgan Stanley, Baillie Gifford & Co, T. Rowe Price Associates, Inc. and Edgewood Management LLC—acquired over 5% of our outstanding ordinary shares. During2015, Morgan Stanley, Baillie Gifford & Co. and Edgewood Management LLC ceased to be major shareholders, as their percentage ownership dropped to 1.5%, 4.6% and 0%, respectively. During 2015, a new majorshareholder, PRIMECAP Management Company, acquired 6.3% of our outstanding ordinary shares and during 2016, its percentage ownership increased further, to 9.5%.T. Row Price Associates, Inc. acquired over 5% of our outstanding ordinary shares in 2015 (5.3%), but then ceased to be a major shareholder during 2016, dropping to 1.6% as of the end of 2016. FisherInvestments has become a 5% or greater shareholder for the first time as of the end of 2016, having acquired 5.9%.Record HoldersBased upon a review of the information provided to us by our transfer agent, as of February 14, 2016, there were 102 holders of record of our shares, of which 76 record holders holding 52,692,156, orapproximately 99.99%, of our outstanding ordinary shares, had registered addresses in the United States. These numbers are not representative of the number of beneficial holders of our shares nor is it representative ofwhere 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 aregistered address in the United States), held of record 51,283,246 ordinary shares on behalf of hundreds firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousandclients and customers.B. Related Party Transactions.Except as described below or elsewhere in this annual report, since January 1, 2016, we have had no transaction or loan, nor do we have any presently proposed transaction or loan, involving any related partydescribed 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 the effective time of the merger, weentered into indemnification agreements with each of our current directors and other office holders, under which we undertook to indemnify them to the fullest extent permitted by Israeli law, including with respect toliabilities resulting from the merger to the extent that these liabilities are not covered by insurance. We also put into place Directors and Officers liability insurance for each of our directors and other office holdersupon the effectiveness of the Stratasys-Objet merger.Employment and Consulting Agreements with Directors and Executive OfficersEmployment agreement with Ilan LevinPursuant to an employment agreement, dated June 27, 2011, Ilan Levin, our Chief Executive Officer, 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 executives in Israel, includingreimbursement 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. The foregoing salary is in addition to andindependent 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.83Table of ContentsUnder 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 certain pension, severance, disabilityand 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 grossmonthly salary towards the manager’s insurance policy and study fund, respectively). The employment engagement is terminable by either party upon three months’ prior written notice, and contains customaryprovisions regarding noncompetition, confidentiality of information and assignment of inventions. As required under Israeli law, the terms of Mr. Levin’s engagement with our company were approved by our board ofdirectors and shareholders.Mr. 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 of such options have anexercise 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 the 124,844 ordinary shares underlying the foregoingoptions are subject to an agreement between Mr. Levin and our company under which they may only be disposed of (subject to minor exceptions involving the payment of taxes) in an orderly fashion, on a pro ratabasis over the course of a five year period commencing in 2012. These restrictions governing the disposition of these shares supplement, and do not replace, any additional applicable restrictions under our share optionand 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 by our board of directorsand shareholders. The monthly amount payable to that entity under this arrangement is $35,000, plus VAT, currently. The consulting arrangement, which is not recorded in a written agreement, has no set term and maybe 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): 2016 2015 2014Total Export Sales*$269,449$280,021$341,395 as a percentage of Total Sales40.1%40.2%45.5%____________________* 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 our financial statements foramounts (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 we believe may have a significant effect on ourfinancial 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. The lawsuits demand that we amendthe capitalization table of our company such that certain shares previously issued to Objet shareholders named as defendants would be recognized as being owned by the plaintiffs with a consequent reduction of theshare ownership of the named defendants. The lawsuits also name as defendants Elchanan Jaglom, the Chairman of the board of directors, David Reis, our Chief Executive Officer, various shareholders of ours whowere also shareholders of Objet, and, in one of the lawsuits, Ilan Levin, one of our directors. The lawsuits allege in particular that a series of investments in Objet during 2002 and 2003 was effected at a price per sharethat was below fair market value, thereby illegally diluting those shareholders that did not participate in the investments. The plaintiffs also allege that a portion of the amount invested in those transactions was actuallyinvested by an investor who was already 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 theminority shareholders 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 in 2006 and 2007 wereactually issued at a subsequent date—as late as 2009.84Table of ContentsWe filed our statement of defense in response to these claims in May 2013, denying the claims. In 2015, the court dismissed the lawsuit of one of the former directors due to lack of cause. In February 2017, theparties reached an agreement pursuant to which all claims were settled at no material cost to our company. Notice of the settlement was provided to the court with a motion for the dismissal of the suits.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 officers and 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 the District of Minnesota, respectively. The lawsuits allegeviolations 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, includingattorneys’ 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 putativeclass. 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 onDecember 11, 2015. On June 30, 2016, the Court granted defendants’ motion to dismiss with prejudice and entered judgment in favor of defendants. On July 29, 2016, lead plaintiffs filed a notice of appeal to theUnited States Court of Appeals for the Eighth Circuit from the Court’s judgment. On September 22, 2016, lead plaintiffs filed the opening initial brief on appeal. On October 24, 2016, defendants filed their answeringbrief to appeal. On November 18, 2016, lead plaintiffs filed the reply brief in support of their appeal. Oral arguments for appeal are scheduled for March 9, 2017. We intend to mount vigorous defenses to theselawsuits.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 our articles of association, dividends may be declaredby 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 end of the most recent year or as accrued over a period of the most recent twoyears, whichever amount is greater, provided that there is no reasonable concern that payment of a dividend will prevent 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 Approved Enterprises and Beneficiary Enterprises, our payment of dividends (out of tax-exempt income) may subject us to certain Israeli taxes towhich we would not otherwise be subject. We are also restricted under our credit agreement with Bank of America from paying dividends. Please see the risk factors captioned “We do not anticipate paying any cashdividends in the foreseeable future. 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“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” in Item 3.D “Risk Factors—Risksrelated 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 Tax Considerations and GovernmentPrograms — 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 annual report.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) on the NASDAQ GlobalSelect 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 the merger, Stratasys, Inc. common stock) for thefiscal periods indicated below, as reported on the NASDAQ Global Select Market.85Table of ContentsPrice RangeHighLowFiscal Period: (U.S. $) (U.S. $)Six most recent months: February 201721.9719.60 January 201720.0017.77 December 201619.9616.54 November 201620.9817.95 October 201624.3319.00 September 201624.0921.33Two most recent full financial years and subsequent periods, by quarter:Fiscal Year Ending December 31, 2017 January 1, 2017 - February 28, 2017 only21.9717.77Fiscal Year Ended December 31, 2016 October 1, 2016 - December 31, 201624.3316.54 July 1, 2016 - September 30, 201624.0919.36 April 1, 2016 - June 30, 201629.3519.74 January 1, 2016 - March 31, 201627.8215.24Fiscal Year Ended 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, 201581.0552.78Five most recent full financial years 201629.3515.24 201581.0522.58 2014136.4678.64 2013134.7062.50 201280.7530.37Our 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 restrictions apart from the requirementthat any transfers comply with applicable securities laws and the rules of the NASDAQ Stock Market or any other securities exchange on which our ordinary shares 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 every lawful 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 such powers and do all such actsand things as the Company is authorized to exercise and do. For certain approval requirements, disclosure obligations and limitation on participation of members of our board in board meetings, see “Fiduciary Dutiesof Officer Holders — Approval of Specified Related Party Transactions with Office Holders Under Israeli Law” in Item 6.C – “Board Practices” above, and the remainder of this Item 10.B below.The 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 to qualify 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 other surplus funds, as definedin 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 reasonable concern that payment of a dividend will prevent us fromsatisfying our existing and foreseeable obligations as they become due. Under the Companies Law, the declaration of a dividend does not require the approval of the shareholders of a company unless the company’sarticles of association provide otherwise. Our amended articles provide that our board of directors may declare and distribute dividends without the approval of the shareholders.86Table of ContentsRights 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 to Shares — DividendRights”, 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 ordinary shares in proportion to thenominal 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 with preferential 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 shares held 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 Item 6.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 byproxy. 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 be authorized in the future. There are currently no preferred sharesoutstanding.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, must act in good faith and in anacceptable 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 of association, increases to our registered capital, mergers andrelated party transactions. A shareholder also has a general duty to refrain from depriving any other shareholder of his or her rights as a shareholder. In addition, any controlling shareholder, any shareholder who knowsthat his or her vote can determine the outcome of a shareholder vote and any shareholder who, under our amended articles, can appoint or prevent the appointment of an office holder, is required to act fairly towardsour company. The Companies Law does not specifically define the duty of fairness, 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 actwith fairness. There is no binding case law that addresses this subject directly. Any voting agreement among shareholders is also subject to these duties.Election of DirectorsDirectors of our company, other than external directors (to the extent that we elect, or are required, to have them once again in the future), are elected each year at our annual general meeting of shareholders by avote of the holders of a majority of the voting power represented 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 our ordinary 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.In 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 for directors only if a written noticeof such shareholder’s intent 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).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 meetings whenever it sees fit, at such timeand 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 will be required to convene an extraordinary general meetingupon the written request of (i) any two of our directors or one-quarter of our board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% of our outstanding issued shares and 1% of ouroutstanding voting power or (b) 5% of our outstanding voting power. The chairman of the board of directors presides at each of our general meetings. The chairman of the board of directors will not be entitled to voteat 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 the shareholders of record on a datedecided 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 our amended articles require that resolutions regarding the followingmatters must be passed at a general meeting of our shareholders:●amendments to the amended articles;87Table of Contents●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 our proper 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 21 days 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, or an approval of a merger, notice must be published atleast 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 at least 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 time and place, or to a later time/date if so specified inthe summons or notice of the meeting. At the reconvened meeting, if the original meeting was convened upon requisition under the Companies Law, the required quorum consists of one or more shareholders, presentin person or by proxy, and holding the number of shares required for making such requisition, and, in any other reconvened meeting, the quorum that is required is any two shareholders present in person or by proxy(regardless of how many shares they hold).Adoption 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 otherwise required by the Companies Lawor 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 a meeting. Under the Companies Law, each of (i) the approvalof an extraordinary transaction with a controlling shareholder and (ii) the terms of employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s relative (even if notextraordinary) require, in addition to approval by the compensation committee (in the case of terms of employment) or audit committee (in the case of some other engagement) and the board of directors, approval by aspecial majority of the shareholders that fulfills 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 against the transaction may notrepresent 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 a simple majority of theclass 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 ordinary majority vote of all classes of shares voting togetheras 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 company pursuant to Section 350 of theCompanies 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 voting on 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 votes on resolutions relating tothe 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 by voting 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.88Table of ContentsThe 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 shareholder will hold on the recorddate 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 that class present at a separateclass 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 with respect to citizens ofcountries that are in a state of war with Israel.Provisions 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 is required by the CompaniesLaw 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 to acquire shares of a public Israeli company and whocould 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 a tender offer to all of the shareholders who hold shares of the relevant class forthe purchase of all of the issued and outstanding shares of that class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital and voting rights of the company or ofthe applicable class, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in suchtender offer shall have approved it, which condition shall not apply 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 (orshares and voting rights of the relevant 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.Even shareholders 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 shareholderswho 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 may not acquire shares of the company that willincrease 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 rights of the applicable class, from shareholders who accepted the tenderoffer.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 could become 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 is already another holder of at least 25% of the votingrights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser could become aholder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, unless one of the exemptions in theCompanies 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 the company’s outstandingshares, 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 to the company’s outstanding shares will be acquiredby 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 make a subsequent tender offerfor 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, unless the purchaser or such person or entity undertook toeffect 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 a majority vote of each party’sshares, 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 at least 35 days’ prior notice.89Table of ContentsFor 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’ meeting that are held by parties otherthan 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 voting rights or the right to appoint 25% or more of the directorsof the other party, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then themerger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders (as described above in this annual report under “Item 6.C Board Practices—Approval of Related Party Transactions Under Israeli Law—Disclosure of Personal Interests 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 as provided above, a courtmay 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 themerger and the consideration offered to the shareholders of the company that have petitioned the court to approve the merger.Upon 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 the merger, the survivingcompany 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 Israeli Registrar of Companies andat 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 andshares having preemptive rights. Currently, no preferred shares are authorized under our amended articles. In the future, if we do authorize, create and issue a specific 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 prevent our shareholders from realizing a potential premium over the market value of theirordinary shares. The authorization and designation of a class of preferred shares will require an amendment to our amended articles, which requires the prior approval of the holders of a majority of the voting powerpresent and voting at a general meeting. The convening of the meeting, the shareholders entitled to participate in such meeting, and the majority vote required to be obtained at such a meeting will be subject to therequirements set forth in the Companies Law as described 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 by reference to the full text of suchdocuments, 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 as otherwise described herein in Item4.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 ordinary shares, except for theobligation of Israeli residents to file reports with the Bank of Israel regarding certain transactions. However, legislation remains in effect pursuant to which currency controls can be imposed by administrative action atany 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 by our memorandum ofassociation 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 the extent that the discussion isbased on new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure you that the views expressed in the discussion will be accepted by the appropriate tax authorities orthe courts.90Table of ContentsThe 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 specific tax treatment. Forexample, 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 individual circumstances may differ, holders of our ordinaryshares should consult their own tax adviser as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of ordinary shares. The following is not intended, and should not beconstrued, as legal or professional tax advice and is not exhaustive of all possible tax considerations. Each individual should consult his or her own tax or legal adviser.Israeli 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 Israelicompanies, 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 of residence provides otherwise. The Tax Ordinancedistinguishes between “Real Capital Gain” and “Inflationary Surplus”. The Inflationary Surplus is a portion of the total capital gain which is equivalent to the increase of the relevant asset’s purchase price which isattributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The Real Capital Gain is the excess of thetotal 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 or not listed on a stockexchange, is 20%, unless such shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares, in which case the gain will generally be taxed at arate of 25%. Additionally, if such shareholder is considered a “Significant Shareholder” ( i.e., a person who holds, directly or indirectly, alone or together with another person who collaborates with such person on apermanent basis, 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 to receive the company’s liquidationproceeds 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 of 25%. Individual shareholders dealing in securities in Israel aretaxed at their marginal tax rates applicable to business income (up to 48% in 2016) unless the benefiting provisions of an applicable treaty applies.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 raised from 20% to 25% from2012 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 sale and\or claims a deduction for interest and linkagedifferences expenses in connection with the purchase and holding of such shares). With respect to assets (not shares that are listed on a stock exchange) purchased on or after January 1, 2003, the portion of the gaingenerated 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 willbe 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 the recipient of such dividendis a Significant Shareholder, at the time of distribution or at any time during the preceding 12-month period. However, dividends distributed from taxable income accrued during the benefits period of an ApprovedEnterprise or Beneficiary Enterprise are subject to withholding tax at the rate of 15% (and 20% with respect to Preferred Enterprise), if the dividend is distributed during the tax benefits period under the InvestmentLaw or within 12 years after such period. An average rate will be set in case the dividend is distributed from mixed types 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 general corporate tax rate. As describedin “Israeli Tax Considerations and Government Programs — General Corporate Tax Structure” in Item 4.B above, the corporate tax rate was 26.5% and 25% in 2015 and 2016, respectively, in 2017 the corporate taxrate is 24%, and from 2018 and onwards the corporate tax rate will be 23%.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 distributed from taxable income accruedduring the benefits period of an Approved Enterprise or Beneficiary Enterprise are subject to withholding tax at the rate of 15%, if the dividend is distributed during the tax benefits period under the Investment Law orwithin 12 years after that period.91Table 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 resident company, 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 mentioned above, Real Capital Gain is generally subject to tax at thecorporate tax rate (26.5% in 2015, 25% in 2016, 24% in 2017 and 23% in 2018 and thereafter), if generated by a company, or at the rate of 25% (for any asset other 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 on a stock exchange - 25% with respect to the portion of the gain generated up toDecember 31, 2011), if generated by an individual who is Significant Shareholder at the time of sale or at any time during the preceding 12-month period (or claims a deduction for interest and linkage differencesexpenses in connection with the purchase and holding of such shares) from the sale of assets purchased on or after January 1, 2003. Individual and corporate shareholders dealing in securities in Israel are taxed at thetax rates applicable to business income (a corporate tax rate for a corporation and a marginal tax rate of up to 48% for an individual in 2016) unless contrary provisions in a relevant tax treaty applies.Notwithstanding the foregoing, shareholders who are non-Israeli residents (individuals and corporations) should generally exempt from Israeli capital gains tax on any gains derived from the sale, exchange ordisposition of shares provided (i) gain is not related to a permanent establishment of the foreign resident in Israel; (ii) the shares were not acquired from a related party; and (iii) most of the company’s value is notderived from real estate assets in Israel. Such exemption is not applicable to a person whose gains 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 refer as 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 as a capital asset is exempt from Israeli capital gainstax unless either (i) the shareholder holds, directly or indirectly, shares representing 10% or more of the voting rights during any part of the 12-month period preceding such sale, exchange or disposition, (ii) theshareholder, if an individual, has been present in Israel for a period or periods of 183 days or more in the aggregate during the applicable taxable year; or (iii) the capital gains arising from such sale are attributable to apermanent establishment of the shareholder which is maintained in Israel. In any such case, the sale, exchange or disposition of such shares would be subject to Israeli tax, to the extent applicable; however, under theU.S.-Israel Treaty, a U.S. resident would be permitted to claim 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 tax credits. 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 Israeli tax at source. Shareholdersmay 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, in transactions involving a sale of all of the shares of anIsraeli resident company, in the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtaina specific exemption from the Israel Tax Authority to confirm their status as non Israeli resident, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes atsource.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 the dividend recipient is aSignificant 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 to our 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 as the shares are registered with a nominee company (whether the recipient is aSignificant Shareholder or not) and 15% if the dividend is distributed from income attributed to an Approved Enterprise or a Beneficiary Enterprise (and 20% if the dividend is distributed from income attributed to aPreferred 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 tax withheld at source 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 of withholding 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 outstandingvoting capital 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 gross income for suchpreceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise or Beneficiary Enterprise are subject to awithholding tax rate of 15% for such U.S. corporation shareholder, provided that the condition related to our gross income for the previous year (as set forth in the previous sentence) is met. If the dividend isattributable partly to income derived from an Approved Enterprise, a Beneficiary Enterprise or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting therelative portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal income tax purposes in the amountof the taxes withheld, subject to detailed rules contained in the Code.92Table 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 notgenerated 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 is required 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 803,520 for 2016 (and as of 2017, the additional tax will be at a rate of 3% on annualincome exceeding NIS 640,000), which amount is linked to the annual change 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 ordinary shares, referred to in thisdiscussion 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 any state or the District ofColumbia; ●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 control all substantial decisionsof 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. This summary 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 administrative and judicial decisions as ofthe 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 income taxation that may be relevant to any particularshareholder based on the shareholder’s individual circumstances. In particular, this discussion does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences toU.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.In 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 or gift 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 ordinary shares.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 ordinary income the gross amount of anydistribution paid on ordinary shares, including any Israeli taxes withheld from the amount paid, on the date the distribution is actually or constructively received, to the extent the distribution is paid out of our current oraccumulated earnings and profits as determined for U.S. federal income tax purposes.” In addition, under the Patient Protection and Affordable Care Act, higher income taxpayers must pay an additional 3.8 percent taxon net investment income to the extent certain threshold amounts of income are exceeded. See “Tax on Net Investment Income” in this Item below.93Table of ContentsDividends 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 withannual taxable income which exceeds certain thresholds), provided those dividends meet the requirements of “qualified dividend income.” Dividends that fail to meet these requirements, and dividends taxable tocorporate 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 paidfor less than 61 days during the 121-day period beginning on the date that is 60 days before the ex-dividend date with respect to the dividend, excluding for this purpose, under the rules of Code Section 246(c), anyperiod during which the U.S. holder has an option to sell, is under a contractual obligation to 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 other positions 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 ashort sale or otherwise) to make related 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 investment income) only if it elects to do so, in whichcase the dividend will be taxed at ordinary income rates. Corporate holders will not be allowed a deduction for dividends received in respect of our ordinary 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 of earnings and profits will beapplied 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 as gain 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 day the U.S. holder receives thedistribution. A U.S. holder that receives a foreign currency distribution and converts the foreign currency into U.S. dollars after receipt will have foreign exchange gain or loss based on any appreciation or depreciationin 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 their U.S. federal income taxliability. Individuals who do not claim itemized deductions, but instead utilize the standard deduction, may not claim a deduction for the amount of the Israeli income taxes withheld, but the amount may be claimed as acredit against the individual’s U.S. federal income tax liability. The amount of foreign income taxes that may be claimed as a credit in any year is generally subject to complex limitations and restrictions, which mustbe determined on an individual basis by each shareholder. Those limitations include the provisions described in the following paragraphs, as well as rules that limit foreign tax credits allowable for a class of income tothe U.S. federal income taxes otherwise payable on the net income in that class.A 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 theIsraeli 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 willrecognize 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 the shares, and the amount realized on thedisposition. Capital gain from the sale, exchange or other disposition of ordinary shares held more than one year is long-term capital gain and is eligible for a reduced rate of taxation in the case of non-corporatetaxpayers. Gain or loss recognized by a U.S. holder on the sale, exchange or other disposition of ordinary shares generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. Thedeductibility 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 the foreign 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 realize foreign currency gain or loss on asubsequent 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 ordinaryincome or loss.94Table of ContentsTax 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 of any corporation in whichwe 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, we will be considered to be a PFIC if at least 50% of ourassets in a taxable year, ordinarily determined based on the quarter-end average fair market value of our assets over the taxable year and including the pro rata share of the assets of any corporation in which we areconsidered 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 to market, any excessdistributions 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% of the average distributions paid on those shares inthe 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 current taxable year and eachprior 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 current year. Further, a U.S. holder would be required topay 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 therate 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 taxable transaction) will also betreated 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 those ordinary shares as of the dateof the deceased person’s death but would instead be equal to the deceased’s basis, if lower.The 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 first taxable year in which theU.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 required for each taxable year in which we are a PFIC toinclude 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 capital gain, subject to a separate election to defer payment of the related tax. Ifdeferred, the taxes will be subject to an interest charge. We would supply U.S. holders with the information needed to report 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 shareholder makes a QEF election byattaching 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 the form with the IRS Service Center in Ogden, UT84201-0201 . Even if a QEF election is not made, a United States person who is a shareholder in a PFIC must file every year a completed IRS Form 8621 or other form as may be prescribed by the IRS pursuant tolegislation 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 difference as of the close of the taxableyear 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 of net mark-to-market gain previously included in incomeby 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 yearthe election is made if we were a PFIC in a prior year and a QEF election were not made for the first year we were a PFIC) would not apply for periods covered by the election.Although we do not believe that we were a PFIC in 2016, we cannot assure you that the IRS will agree with that conclusion or that we will not become a PFIC in 2017 or in a subsequent year. The tests fordetermining 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 periodwhen 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 sharesand we were a PFIC or if in a later year they made any of certain elections to purge the PFIC taint of our ordinary shares, which elections generally require the payment of tax. U.S. holders are urged to consult their taxadvisers about the PFIC rules, including QEF and mark-to-market elections.95Table of ContentsTax on Net 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 investmentincome” 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 in the 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 on our ordinary shares and net gains from dispositions of our ordinary shares, unlessthose dividends or gains are derived in the ordinary course of the conduct of trade or business (other than trade or business that consists of certain passive or trading activities). Net investment income, however, may bereduced by deductions properly allocable to that income. A U.S. holder that is an individual, estate or trust is urged to consult its tax adviser regarding the applicability of the Medicare tax to its income and gains inrespect 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 the payment 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 income treaty 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 and does not qualify for anexemption; or ●the non-U.S. holder is subject to tax under the provisions of U.S. tax law applicable to U.S. expatriates.A 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 or organized in or under the law ofa 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 on ordinary shares are subjectto backup withholding at a rate of 28% (for taxable years through 2016) unless the U.S. holder provides IRS Form W-9 or establishes an exemption. U.S. holders generally are subject to information reporting andbackup withholding at a rate of 28% on proceeds paid from the disposition of ordinary shares unless the U.S. holder provides IRS Form W-9 or 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 and report them to the IRS or pay a30% 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 byrequiring the disclosure of account holder information to the IRS. Because Stratasys is a publicly traded company that is not a financial institution, FATCA has less impact than the rules discussed above that are still ineffect 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 of the proceeds unless hecertifies, 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 salesproceeds 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 backupwithholding, will apply to a payment of sales proceeds, even if that payment is made to a non-U.S. holder outside the United States, if the holder sells his ordinary shares through a non-U.S. office of a broker that is aU.S. person or has some other contacts with the United States. Those information reporting requirements 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 otherwise establishes 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 generallymay 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 claim with the IRS, provided in each case that requiredinformation 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 certain thresholds (as determined underTreasury 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 those assets with their tax returns. IRS Form 8938 has beenissued 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 plansor foreign deferred compensation plans. Under those rules, our ordinary shares, whether owned directly or through a financial institution, estate or pension or deferred compensation plan, would be “specified foreignfinancial assets.” Under Treasury regulations, the reporting obligation applies to certain U.S. entities that hold, directly or indirectly, specified foreign financial assets. Penalties can apply if there is a failure to satisfythis reporting obligation. A U.S. holder is urged to consult his tax adviser regarding his reporting obligation.96Table of ContentsF. Dividends and Paying Agents.Not applicable.G. Statement by Experts.Not applicable.H. 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 may read and copy thesematerials, including this annual report and the accompanying exhibits and reports and other information that we have previously filed, at the public reference facilities maintained 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 SEC maintains an Internet Site at http://www.sec.gov that contains reports andother information that we file electronically. The reports and other information filed by us with the SEC are also available at our websites, www.stratasys.com and www.objet.com. The web addresses of the SEC andour company have been included as inactive textual references only. Information on those websites is not part of this annual report. In addition, documents referred to in this annual report may be inspected at theoffices 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 inwriting or by telephone from our company 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 principal shareholders are exempt fromthe reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with theSEC 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 consolidated balance sheets, statementsof 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 of December 31, 2016 wasapproximately $80.9 million.Our total revenues amounted to $672.5 million in 2016, of which approximately 15.9% were denominated in Euros. During 2016, 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 sufficient natural hedge within our operations (such as offsettingrevenues and expenses recorded in a given currency, or some other hedge), we may choose to hedge in order to reduce the impact of currency fluctuations on our operating results. In 2016, we entered into hedgingtransactions to reduce the potential exposure resulting from the strengthening of the U.S. dollar against the Euro and strengthening of the shekel against the U.S. dollar. Our foreign exchange forward contracts in effectas of December 31, 2016 were for the conversion of $33.3 million into Euro and $24.8 million into NIS.97Table of ContentsThe 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 the year ended December 31, 2016 would have resulted in a change in the U.S. dollar reporting value of our consolidated operating incomeof $ 7.6 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, 2016 would have resulted in a change in the dollar-reported value of our consolidated operating income of $9.9million, mainly due to shekel-recorded expenses.We 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 beused to selectively manage risks, but there can be no assurance that we will be fully protected against material foreign currency fluctuations. We do not use derivative financial instruments for speculative or tradingpurposes.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 are subject to limited interest raterisk, with an average interest rate of 1.0 7%. In addition, during 2016 we borrowed $26 million with an average interest rate of 4.35%. An immediate 10% change in interest rates would not have a material effect on ourfinancial condition or results of operations.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 of our disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2016, the end of the period covered by this annual report. We maintain disclosure controls and proceduresdesigned 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 theSEC’s rules and forms, and that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our chief executiveofficer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that anycontrols and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls 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, 2016.(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 reasonable assurance to our management andboard 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 periods are subject to the risk thatcontrols 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, 2016. In making our assessment, our management used the criteria established 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, 2016, ourinternal 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, which audited the financialstatements included in this annual report containing the disclosure required by this Item 15 has issued an attestation report regarding the effectiveness of our internal control over financial reporting.98Table 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, which attestation report isincorporated 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 ExchangeAct, our management (including such officers) have concluded that there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct) that occurred during the period covered by this annual report that have materially affected, or that are reasonably likely to materially 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 financial expert”, as defined in Item407(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 chiefexecutive officer, principal financial officer, principal accounting officer or controller and other persons performing similar functions for us. A copy of the code of ethics has 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 textual reference only, and the content of that website is not a part of thisannual report.ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.The following table sets forth, for the years ended December 31, 2015 and 2016, the fees billed to us and our subsidiaries by our principal accountant. (1)Year endedDecember 31,2016 2015Audit fees (2)$1,265,897$972,988Tax fees (3)206,043 94,905All other fees (4) 17,80052,500Total$ 1,489,740$ 1,120,393(1)Comprised by fees billed by Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, or Kesselman & Kesselman (whichserved as our principal accountant with respect to the years ended December 31, 2015 and 2016). (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 that would normally be providedby our principal accountant in connection with statutory and regulatory filings or engagements. (3)Tax fees are fees for services rendered by our principal accountant in connection with tax compliance, tax planning and tax advice. (4)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.99Table of ContentsITEM 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 required to comply with all of therules 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 corporate governance practices described below, we will insteadfollow 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 corporategovernance practices and those that apply to a U.S. domestic issuer under the NASDAQ Global Select Market corporate 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 quorum required for an ordinary meetingof shareholders consists of at least two shareholders present in person, by proxy or by other voting instrument, who hold at least 25% of the voting power of our shares (and in an adjourned meeting, with someexceptions, two shareholders, regardless of the voting power associated with their shares), instead of 33 1/3% of the issued 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 in sessions at which only theyare present, as is required of U.S. domestic issuers under NASDAQ Listing Rule 5605(b)(2). ●Independent Director Oversight of Nominations : Under Israeli law, there is no requirement to have an independent nominating committee or the independent directors of a company select (or recommend forselection) director nominees, as is required under NASDAQ Listing Rule 5605(e) for a U.S. domestic issuer. Our board of directors (based on the recommendation of the executive committee thereof) handlesthis process, as is permitted by our amended articles and the Companies Law. We also need not adopt a formal board resolution or charter addressing the director nominations process and such related matters asmay 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, which are different from, or inaddition 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 OfficeHolders” in this annual report for a description of the some of the transactions requiring shareholder approval under the Companies Law. ●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 to shareholders in one of a number ofspecific manners, Israeli law does not require us to distribute such reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders but tomake such reports available through a public website. In addition, we will make our annual report containing audited financial statements available to our shareholders at our offices (in addition to a publicwebsite). 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.PART 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 Firm F-2Consolidated Balance Sheets at December 31, 2016 and 2015F-3Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2016, 2015 and 2014F-4Consolidated Statements of Changes in Equity for the Years Ended December 31, 2016, 2015 and 2014F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014F-6 to F-7Notes to the Consolidated Financial StatementsF-8 to F- 41Index to Financial Statement ScheduleSchedule II-Valuation and Qualifying Accounts and ReservesS-1100Table of ContentsSTRATASYS LTD.CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2016CONTENTSReport 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-41Schedule II - Valuation and Qualifying Accounts and ReservesS-1F-1Table 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 present fairly, in all material respects,the financial position of Stratasys Ltd. and its subsidiaries at December 31, 2016 and December 31, 2015, and the results of their operations and their cash flows for each of the three years in the period ended December31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index, presents fairly, in allmaterial respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO). The Company’s management and Board of Directors are responsible for these financial statements and the financial statement schedule, for maintaining effective internal control over financialreporting and for its assessment of the effectiveness of internal control over financial reporting, included in the “ Management’s Annual Report on Internal Control Over Financial Reporting ” appearing under Item 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 on our integrated audits. We conductedour audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, 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 of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that amaterial weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considerednecessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.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 financial statements for externalpurposes 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, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directorsof the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.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 periods are subject to the risk thatcontrols 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 9, 2017F-2Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Balance Sheets(in thousands, except share data) December 31,20162015ASSETS Current assets Cash and cash equivalents$280,328$257,592 Accounts receivable, net120,411123,215 Inventories117,521123,658 Net investment in sales-type leases11,71711,704 Prepaid expenses7,5718,469 Other current assets15,49122,435 Total current assets553,039547,073Non-current assets Net investment in sales-type leases - long-term12,12617,785 Property, plant and equipment, net208,415201,934 Goodwill385,629383,853 Other intangible assets, net177,458252,468 Other non-current assets29,38211,243 Total non-current assets813,010867,283Total assets$ 1,366,049$ 1,414,356 LIABILITIES AND EQUITY Current liabilities Accounts payable$40,933$39,021 Current portion of long-term debt 3,714 - Accrued expenses and other current liabilities 28,282 31,314 Accrued compensation and related benefits34,18634,052 Income taxes payable3,925 11,395 Obligations in connection with acquisitions3,6194,636 Deferred revenues49,95252,309 Total current liabilities164,611172,727Non-current liabilities Long-term debt22,286- Deferred tax liabilities5,95216,040 Deferred revenues - long-term12,9227,627 Obligations in connection with acquisitions - long-term-4,354 Other non-current liabilities22,25122,428 Total non-current liabilities63,41150,449Total liabilities$228,022$223,176Commitments and contingencies (see note 10)Redeemable non-controlling interests2,0292,379Equity Ordinary shares, NIS 0.01 nominal value, authorized 180,000 thousands shares; 52,639 thousands shares and 52,082 thousands shares issued and outstanding at December 31, 2016 and 2015, respectively142141 Additional paid-in capital2,633,1292,605,957 Accumulated other comprehensive loss(13,479)(10,774) Accumulated deficit(1,483,925)(1,406,706) Equity attributable to Stratasys Ltd.1,135,8671,188,618 Non-controlling interests131183 Total equity1,135,9981,188,801Total liabilities and equity$1,366,049$1,414,356The accompanying notes are an integral part of these consolidated financial statements.F-3Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Operations and Comprehensive Loss(in thousands, except share and per share data) Years Ended December 31, 2016 2015 2014Net sales Products$479,031$503,946$612,138 Services193,427192,049137,991672,458695,995750,129Cost of sales Products234,653466,221302,838 Services120,499127,60284,897355,152593,823387,735Gross profit317,306102,172362,394 Operating expenses Research and development, net97,778122,360 82,270 Selling, general and administrative307,113 434,619351,993 Goodwill impairment -942,408 102,470 Change in fair value of obligations in connection with acquisitions(872) (23,671)(26,150)404,0191,475,716510,583Operating loss(86,713)(1,373,544)(148,189) Financial income (expense), net354(10,287)(6,529)Loss before income taxes(86,359)(1,383,831)(154,718) Income taxes benefit(9,446)(10,320)(35,248) Share in losses of associated company(708)--Net loss(77,621)(1,373,511)(119,470)Net loss attributable to non-controlling interests(402)(676)(50)Net loss attributable to Stratasys Ltd.$ (77,219)$ (1,372,835)$ (119,420) Net loss per ordinary share attributable to Stratasys Ltd. Basic$(1.48)$(26.64)$(2.39) Diluted$(1.48)$(26.64)$(2.39) Weighted average ordinary shares outstanding Basic52,33051,59250,019 Diluted52,58251,59250,019 Comprehensive LossNet loss$(77,621)$(1,373,511)$(119,470)Other comprehensive income (loss), net of tax: Losses on securities reclassified into earnings--167 Foreign currency translation adjustments(2,788)(8,263)(4,326) Unrealized gains (losses) on derivatives designated as cash flow hedge831,136(1,396)Other comprehensive loss, net of tax(2,705)(7,127)(5,555)Comprehensive loss(80,326)(1,380,638)(125,025)Comprehensive loss attributable to non-controlling interests(402)(676)(50)Comprehensive loss attributable to Stratasys Ltd.$(79,924)$(1,379,962)$(124,975)The accompanying notes are an integral part of these consolidated financial statements.F-4Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Changes in Equity(in thousands )Years Ended December 31, 2016, 2015, and 2014RetainedAccumulated Ordinary SharesAdditionalEarningsOtherEquityNumber of Paid-In (accumulated Comprehensive attributable to Non-controlling TotalsharesPar ValueCapitaldeficit)Income (Loss)Stratasys Ltd.InterestEquityBalances, January 1, 201449,211$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 for acquisitions1,1544117,841--117,845-117,845Non-controlling interests arising from acquisitions------519519Comprehensive loss---(119,420)(5,555)(124,975)(50)(125,025)Balance as of 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--2,871-2,871 Stock-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 items89928,433--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)Balance as of December 31, 201552,082$141$ 2,605,957$ (1,406,706)$(10,774)$1,188,618$183$1,188,801Issuance of shares in connection with stock-based compensation plans301 1 1,185 - -1,186 -1,186Stock-based compensation--20,773 - -20,773 - 20,773Issuance of shares for settlements of obligations in connection with acquisitions and other related items256*5,214-- 5,214-5,214Comprehensive loss---(77,219)(2,705)(79,924)(52)(79,976)Balance as of December 31, 201652,639$142$2,633,129$(1,483,925)$ (13,479)$1,135,867$131$1,135,998* Represents an amount less than 0.5 thousandThe accompanying notes are an integral part of these consolidated financial statements.F-5Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Cash Flows(in thousands) Years ended December 31, 2016 2015 2014Cash flows from operating activitiesNet loss$ (77,621)$ (1,373,511)$ (119,470)Adjustments to reconcile net loss to net cash provided by operating activities: Goodwill impairment-942,408102,470 Impairment of other long-lived assets24,924288,977 14,636 Depreciation and amortization 92,877108,395109,429 Stock-based compensation 20,77330,01030,207 Foreign currency transaction loss 2,147 8,61210,327 Deferred income taxes(10,378)(19,129)(53,887) Change in fair value of obligations in connection with acquisitions(872)(23,671)(26,150) Other non-cash items1,220 17 275 Change in cash attributable to changes in operating assets and liabilities, net of the impact of acquisitions: Accounts receivable, net2,00925,075(46,717) Inventories642(12,408)(39,370) Net investment in sales-type leases5,646(6,497)(5,078) Other current assets and prepaid expenses39511,262(10,537) Other non-current assets933(439)1,558 Accounts payable1,969(1,937)(4,305) Other current liabilities(6,330)(7,464)31,047 Deferred revenues3,38010,14112,662 Other non-current liabilities259(1,751)6,719Net cash provided by (used in) operating activities61,973(21,910)13,816 Cash flows from investing activities Purchase of property and equipment(45,125) (84,299)(60,497) Proceeds from maturities of bank deposits and restricted deposits73,836191,741 551,364 Investment in bank deposits and restricted deposits(67,177)(187,264)(361,571) Cash paid for acquisitions, net of cash acquired- (9,905)(151,057) Investment in unconsolidated entities (23,064)(250)(3,767) Purchase of intangible assets(2,002)(2,747) (3,087) Proceeds from maturities and sales of marketable securities-- 1,634 Other investing activities(457)(378)(458)Net cash used in investing activities(63,989)(93,102)(27,439) Cash flows from financing activities Proceeds from long-term debt26,000-- Repayment of short-term debt-(175,000)- Proceeds from short-term debt-125,00050,000 Payment of obligations in connection with acquisitions(1,386)(19,875)(10,795) Proceeds from exercise of stock options1,1852,8717,906 Acquisition of non-controlling interest--(2,170)Net cash provided by (used in) financing activities25,799(67,004)44,941 Effect of exchange rate changes on cash and cash equivalents(1,047)(2,533)(3,265) Net change in cash and cash equivalents22,736(184,549)28,053Cash and cash equivalents, beginning of year257,592442,141414,088 Cash and cash equivalents, end of year$280,328$257,592$442,141The accompanying notes are an integral part of these consolidated financial statements.F-6Table of ContentsSTRATASYS LTD. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Cash Flows(in thousands) Years ended December 31,201620152014Supplemental disclosure of cash flow information Cash paid for Income taxes$ 5,278$ 13,487$ 6,241 Cash paid for interest-1,514235 Transfer of inventory to fixed assets5,0858,88610,933 Transfer of fixed assets to inventory1,0683,6613,819 Fair value of assets acquired in connection with acquisitions, including $0, $509 and $6,502 of cash acquired for the years ended December 31, 2016, 2015 and 2014, respectively$-$12,570$360,595 Less liabilities assumed-(2,156)(22,416) Net acquired assets$-$10,414$338,179 Cash paid for merger and acquisitions$-$10,414$157,559 Shares and other consideration--180,620 Total consideration paid for merger and acquisitions$-$10,414$338,179The accompanying notes are an integral part of these consolidated financial statements.F-7Table 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 the processes of designing andmanufacturing products and for the direct manufacture of end parts across a broad range of vertical markets. The Company’s solutions include products ranging from entry-level desktop 3D printers to systems for rapidprototyping (“RP”) and large production systems for direct digital manufacturing (“DDM”). The Company also develops, manufactures and sells materials for use with its systems 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 3D printing 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 operatesmainly through offices in Israel, the United States, Germany, Hong Kong and Japan. Entity-wide disclosures on net sales and property, plant and equipment are presented 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 a Variable Interest Entity (“VIE”) in which the Company is considered the primarybeneficiary. All intercompany accounts and transactions, including profits from intercompany sales not yet realized outside the Company, have been eliminated in consolidation.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 “$”). Thefunctional currency of other subsidiaries is generally their local currency. The financial statements of those subsidiaries are included in the consolidated financial statements, based on translation into U.S. dollars. Theeffects of foreign currency translation adjustments are included in the Company’s shareholders’ equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets.Related periodic movements are summarized as a line item in the Company’s consolidated statements of comprehensive loss. Gains and losses arising from foreign currency remeasurements of monetary balancesdenominated in non-functional currencies are reflected in financial income (expense), net in the consolidated statements of operations and comprehensive loss.Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates using assumptions that affect the reported amounts of assets and liabilities and related disclosures atthe date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on theCompany’s financial statements. As applicable to these consolidated financial statements, the most significant estimates relate to revenue recognition, inventories, fair value of stock-based compensation, long-livedassets, goodwill, uncertain tax positions 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. A hierarchy has been establishedfor inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.F-8Table 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 market participants would usewhen pricing the asset or liability. Unobservable inputs are inputs for which market data are not available and that are developed using the best information available about the assumptions that market participantswould 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 reportingentity can access at the measurement date. Level 2 inputs include inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs areunobservable inputs for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority tounobservable inputs (Level 3 inputs). Categorization within the valuation 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 to be cash equivalents.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 estimates the collectability of itsaccounts receivable balances and adjusts its allowance for doubtful accounts accordingly. The Company carries its investment in sales-type leases based on discounting the minimum lease payments by the interest rateimplicit 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 and collections, current creditconditions and the age of the balances. The Company evaluates a number of factors to assess collectability, including an evaluation of the creditworthiness of the specific customer, past due amounts, payment history,and current economic conditions.Allowance for doubtful accounts due to the Company’s accounts receivable amounted to $843 thousands and $675 thousands as of December 31, 2016 and 2015, respectively. Allowance for doubtful accounts dueto the Company’s investment in sales-type leases amounted to $844 thousands and $682 thousands as of December 31, 2016 and 2015, respectively. Accounts are written-off against the allowance when managementdeems 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 the Company’s riskmanagement strategy, it uses foreign currency exchange forward contracts to hedge against certain foreign currency exposures. The Company does not enter into derivative transactions for trading purposes. TheCompany recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at their fair value. Derivatives in a gain position are reported in other current assets in the consolidatedbalance sheets and derivatives in a loss position are recorded in accrued expenses and other current liabilities 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 or as a non-hedginginstrument which does not qualify for hedge accounting. In order to qualify for hedge accounting, the Company formally documents at the inception of each hedging relationship the hedging instrument, the hedgeditem, the risk management objective and strategy for undertaking each hedging relationship, and the method used to assess hedge effectiveness.F-9Table 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 the unrealized gain or loss on thederivative instrument is reported as a component of accumulated other comprehensive loss in the Company’s shareholders’ equity and is reclassified into earnings in the same period and in the same line item in whichthe hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in financial expense, net. The cash flows associated with these derivatives arereported in the consolidated statements of cash flows consistently with the classification of cash flows 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 and comprehensive loss. The cash flowsassociated with these derivatives are consistent with the cash flows associated with the hedged item. Refer to Note 12 for further 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. Inventory costs 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 costs of completion, disposal, and transportation. TheCompany periodically assesses inventory for obsolescence and excess balances and reduces the carrying value by an amount equal to the difference between its cost and the net realizable value based on assumptions offuture demand and historical sales patterns. The Company provided inventory write-downs for obsolescence and excess inventories in the amounts of $7.7 million and $9.8 million as of December 31, 2016 and 2015,respectively.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 in the case of leaseholdimprovements, the shorter of the lease term (including any renewal periods, if appropriate) or the estimated useful life of the asset. Repairs and maintenance are charged to expense as incurred, while betterments andimprovements that extend the useful life or add functionality of property, plant and equipment are capitalized.Depreciation is computed primarily over the following periods:Useful Lifein YearsMachinery and equipment5 - 10Buildings25 - 40Buildings improvements5 - 10Computer equipment and software3 - 5Office equipment, furniture and fixtures5 - 14The 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 an asset 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 largely independent 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 future cash flows. In the event impairment exists, an impairment charge is recorded at theamount by which the carrying amount of the asset or asset group exceeds the fair value. In addition, the remaining depreciation period for the impaired asset would be reassessed and, if necessary, revised. During theyears ended December 31, 2016 and 2015, the Company recorded impairment charges of $7.0 million and $10.5 million, respectively, related to certain of property and equipment assets. Refer to Note 6 for furtherinformation.F-10Table 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 business combination date over the fair values of the identifiable net assetsacquired. 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 representingthe future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates goodwill to its reporting units based onthe reporting unit expected to benefit from the business combination.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 which qualifies for recognition asan intangible asset.Goodwill is tested for impairment on an annual basis in the fourth quarter and whenever indicators of potential impairment requires an interim goodwill impairment analysis. The Company may first assessqualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company performs a qualitative assessment and concludes that it is morelikely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is not required. However, if the Company concludes otherwise, it isthen required to perform the first step of the two-step impairment test.The first step requires the Company to estimate the fair value of its reporting unit. If the fair value of the reporting unit is determined to be greater than its carrying amount, the applicable goodwill is not impairedand no further testing is required. If the reporting unit’s carrying amount is determined to be greater than its fair value, the second step must be performed to determine the implied fair value of the reporting unit’sgoodwill. The implied fair value of the reporting unit’s goodwill is calculated by measuring the reporting unit’s assets, including any unrecognized intangible assets, liabilities and non-controlling interests at fair valuein a hypothetical analysis as if the reporting unit was acquired in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then the difference is recorded as animpairment loss.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 in revenues, 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 years ended December 31, 2015 and 2014 the Company recorded impairment charges of $942.4 million and $102.5 million, respectively in order to reduce the carrying amount of goodwill to its impliedfair value. There was no impairment of goodwill in 2016. For further details refer to note 7.Other Intangible AssetsIntangible assets and their useful lives are as follows:Weighted AverageUseful LifeDeveloped technology6Patents8Trademarks and trade names9Customer relationships7Capitalized software development costs5In-process research and developmentIndefiniteDefinite life intangible assets are amortized using the straight-line method over their estimated period of useful life. Amortization of acquired developed technology is recorded in cost of sales. Amortization of tradename and customer relationships is recorded under 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. Impairment of IPR&D assets initially capitalized as partof a business combination are classified under research and development expenses.F-11Table 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 an asset 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 largely independent of the cash flows of other assets and liabilities.The Company then compares the carrying amounts of the asset or assets groups with their respective estimated undiscounted future cash flows. If the definite life intangible asset or assets group are determined to beimpaired, an impairment charge is recorded as the amount by which the carrying amount of the asset or assets group exceed their 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 yearsended December 31, 2016, 2015 and 2014 the Company recorded impairment charges of $16.9 million, $260.3 million and $11.6 million, respectively, related to its definite life intangible assets. Refer to Note 8 forfurther 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 Company applies the FinancialAccounting Standards Board (“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 qualitative assessmentand 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 that the indefinite-lived intangible asset isimpaired, no further action is required. Otherwise, the Company is required to perform the quantitative impairment test by comparing the fair value of the indefinite-life intangible asset to its carrying amount. If theindefinite-life intangible asset is considered to be impaired, an impairment charge is recorded as the amount by which the carrying amount of the asset exceeds its fair value. During the years ended December 31, 2016,2015 and 2014 the Company recorded impairment charges of $1.0 million, $18.2 million and $3.0 million, respectively, related to its indefinite-life intangible assets. Refer to Note 8 for further information.Non-Marketable Equity InvestmentsThe Company’s investments in certain non-marketable equity securities in which it has the ability to exercise significant influence, but does not control through variable interests or voting interests, are accountedfor under the equity method of accounting and presented as other non-current assets in the Company’s consolidated balance sheets. Under the equity method, the Company recognizes its proportionate share of thecomprehensive income or loss of the investee. The Company’s share of income and losses from equity method investments is included in share in losses of associated company. During the year ended December 31,2016, the Company early adopted and applied a new Accounting Standard Update (“ASU”) issued by the FASB which eliminates the requirement that an investor retrospectively apply the equity method of accountingwhen an investment becomes qualified for the equity method of accounting as a result of an increase in the level of ownership or degree of influence. Under the new ASU the equity method investor is required to addthe cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and to adopt the equity method of accounting as of the date the investment becomes qualified forequity method accounting.Other non-marketable equity securities in which the Company does not have a controlling interest or significant influence are recorded at cost and presented as other non-current assets in the Company’sconsolidated balance sheets.The Company reviews its investments accounted for under the cost and equity methods for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing theinvestments. There was no impairment of non-marketable equity investments during the years ended December 31, 2016, 2015 and 2014.Contingent LiabilitiesThe Company is subject to various legal proceedings that arise from time to time in the ordinary course of business. The outcomes of the legal proceedings that are pending as of the date the financial statements areissued are subject to significant uncertainty. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’smanagement evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. Such assessment inherently involves anexercise of judgment. If the assessment of a contingency indicates that it is probable that loss would be incurred and the amount of the liability can be reasonably estimated, then the Company would record an accruedexpense in the Company’s financial statements based on its best estimate. Loss contingencies considered to be remote by management are generally not disclosed unless material. The respective legal fees are expensedas incurred.F-12Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRevenue RecognitionThe Company derives revenue from sales of AM systems, consumables, and services. The Company’s AM systems include software and hardware that function together to provide the essential functionality of thetangible system. The Company recognizes revenue when (1) persuasive evidence of a final agreement exists, (2) delivery has occurred or services have been rendered, (3) the selling price is fixed or determinable, and(4) collectability is reasonably assured.Revenues from sales to resellers are generally recognized on sell-in basis, upon shipment and when title and risk of loss have been transferred to the resellers. When products and services are sold to a reseller, thereseller is responsible for the installation of the system and for other support services and therefore considered the primary obligor in the arrangement with the end-customers. Products and services sold directly by theCompany or marketed by independent sales agents are recognized based on the gross amount charged to the end-customer as the Company is considered the primary obligor in the arrangement, retains generalinventory risk, establishes the price for its products and assumes the credit risk for amounts billed to its end-customers.Revenue 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 of future minimum leasepayments. Product revenue from sales-type leases is generally recognized at the time of shipment. The portion of lease agreements related to maintenance contracts is deferred and recognized ratably over the coverageperiod. 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 revenue recognition criteria are met. In suchcircumstances, 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-partyevidence 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 best estimates of the price at whichthe 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 revenue is recognized uponshipment 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 relative selling price of thoseservices. After the initial warranty period, the Company offers customers optional maintenance contracts ranging generally from one to three years. Deferred maintenance revenue is recognized ratably, on a straight-line basis, over the period of the service. Deferred revenues are derived mainly from these prepaid maintenance agreements. The Company classifies the portion of deferred revenue not expected to be earned in thesubsequent 12 months as long-term. The changes in deferred revenues relating to warranty commitments were as follows:December 31,December 31,2016 2015(U.S. $ in thousands)Balance at beginning of year14,100 15,939Revenue deferred in the period22,309 19,413Revenue recognized in the period(18,854)(21,252)Balance at end of year$ 17,555$ 14,100The 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 the customer, past due amounts, pastpayment history, and current economic conditions. If it is determined that collectability cannot be reasonably assured, the Company will defer recognition of revenue 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 and comprehensive loss.F-13Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAdvertisingAdvertising costs are expensed as incurred and were approximately $19.4 million, $23.5 million and $23.5 million, for the years ended December 31, 2016, 2015 and 2014, respectively.Shipping and handling costsShipping and handling costs are classified as cost of revenues.Research and Development CostsResearch and development costs consist primarily of employee compensation expenses, materials, laboratory supplies, costs for related software, and costs for facilities and equipment. Expenditures for researchand development are expensed as incurred. Government reimbursements and other participations for development of approved projects are recognized as a reduction of expenses as the related costs are incurred. TheCompany is not required to pay royalties on sales 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’s provision for income taxes is based on statutory income tax rates in the tax jurisdictionswhere 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 of assets and liabilities underthe 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 are presented as a non-current net asset or liability, net ofany valuation allowances.Deferred taxes have 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 dividends were to be paid, theCompany 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 period the 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 does not intend to distributedividends 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, and the amount would be recorded as an income taxexpense 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 valuation allowances, the Company considersfuture reversals of existing taxable temporary differences, the most recent projections of future business results, prior earnings history, carryback and carry forward and prudent tax strategies that may enhance thelikelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings of a subsidiary aresignificantly higher or lower than expected, or if the company takes operational or tax positions that could impact the future taxable earnings of a subsidiary.F-14Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSUncertain Tax PositionsIn accordance with the FASB guidance, the Company takes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determiningwhether the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the position will be sustained on audit, including resolution of related appeals or litigationprocesses, if any.The second step is performed only if the tax position meets the more-likely-than-not recognition threshold and is to measure the tax benefit as the largest amount which is more than 50% likely of being realizedupon ultimate settlement. The Company reevaluates these tax positions quarterly and makes adjustments as required. The liabilities relating to uncertain tax positions are classified as current in the consolidated balancesheets to the extent the Company anticipates making payments within one year. The Company classifies interest and penalties recognized in the financial statements relating to uncertain tax positions under theprovision 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 that are available, under the tax law of the applicablejurisdiction, to offset any additional income taxes that would result from the settlement of a tax position.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”) under the Stratasys Ltd. 2012Omnibus 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 awards on the date of grant using the Black-Scholesoption pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected share price volatility and the expected option term. The computation of expectedvolatility is based on historical volatility of the Company’s shares. The expected option term is calculated using the simplified method , as the Company concludes that its historical share option exercise experiencedoes not provide a reasonable basis to estimate its expected option term. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of grant. TheCompany’s expected dividend rate is zero since the Company does not currently pay cash dividends on its shares and does not anticipate doing so in the foreseeable future. Each of the above factors requires theCompany to use judgment and make estimates in 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-basedoption awards could be materially different. Stock-based compensation expense for RSUs is measured based on the fair value of the Company’s ordinary shares on the date of grant. The Company recognizes stock-based compensation cost for option awards and RSUs on a straight-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 measured at each reporting date, based on their fair value until the awards are settled. Compensation costsfor these awards are expensed over the requisite service period and adjusted for changes in fair value prorated for the portion of the requisite service period rendered.Earnings per ShareBasic earnings per share is computed by dividing net income (loss) attributable to ordinary shareholders of Stratasys Ltd., including adjustment of redeemable non-controlling interest to its redemption amount, bythe 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’s deferred payments liabilityrevaluation to it fair value, as it may be settled in shares that would result from the assumed issuance of potential ordinary shares. The denominator for diluted earnings 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 shares outstanding include the dilutive effect of in-the-money options and unvestedrestricted stock units (“RSUs”) using the treasury stock method, as well as presumed share settlement of the Company’s deferred payments liability and other retention settlements in connection with the acquisitions.F-15Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRestructuringThe Company may incur restructuring charges in connection with certain initiatives designed to adjust the Company's cost and operating structure and improve efficiencies across the Company to better align withthe Company’s long-term strategic initiatives and overall market conditions. Restructuring charges include employee severance and associated termination costs related to the reduction of workforce, costs related tofacilities closures, impairment charges of long-lived assets and contract termination costs. Restructuring charges for employees’ termination costs are recognized when the required actions to execute the restructuringinitiative were performed and the initiatives are probable and costs are estimable. Restructuring charges for facilities and contract terminations are recognized when the Company ceased using the rights conveyed bythe contract. Significant judgments and estimates are involved in estimating the impact of restructuring plans on the Company’s consolidated financial statements. Actual results may differ materially from theseestimates.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 acquired business based on their fairvalues at the acquisition date. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred. The excess of the fair value of theconsideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The fair value ofthe consideration transferred may include a combination of cash, equity securities, earn out payments and deferred payments. The allocation of the consideration transferred in certain cases may be subject to revisionbased on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognizedin the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates ofacquisition.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-out payments and deferredpayments 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 and profitability targets. These fair valuemeasurements represent Level 3 measurements, as they are based on significant inputs not observable in the market. Significant judgment is required in determining the assumptions utilized as of the acquisition dateand for each subsequent measurement period. Accordingly, changes in the assumptions described above could have a material impact 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-controlling interests. 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’s consolidated balance sheets. Redeemable non-controllinginterests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or its redemption value. Adjustments of redeemable non-controllinginterest 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-typeleases 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 in the U.S., Israel and Europe. Management believesthat 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 Company seeks to mitigate its creditexposures to its accounts receivable by credit limits, credit insurance, ongoing credit evaluation and account monitoring procedures.F-16Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSReclassificationsCertain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no net effect on previously reported results of operations.Recently Issued Accounting PronouncementsIn January 2017, the FASB issued an ASU which eliminates the requirement to determine the implied fair value of the reporting unit’s goodwill by measuring the reporting unit’s assets and liabilities at fair value ina hypothetical analysis as if the reporting unit was acquired in a business combination, as part of the second step of goodwill impairment testing. Under the new guidance, goodwill impairment testing will be performedby comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new ASU iseffective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwillimpairment testing performed after January 1, 2017. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.In November 2016, the FASB issued an ASU which requires entities to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconcilingbeginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU is effective for annual reporting periods (including interim periods within those annual reporting periods)beginning after December 15, 2017. Early adoption is permitted and should be adopted retrospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated statements ofcash flows.In October 2016, the FASB issued an ASU which eliminates the exception for an intra-entity transfer of an asset other than inventory. This ASU requires that the income tax consequences of an intra-entity assettransfer other than inventory are recognized at the time of the transfer, rather than when the transferred asset is sold to a third party or otherwise recovered through use. The ASU is effective for annual reporting periods(including interim periods within those annual reporting periods) beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual reporting period (as of the first interim period if anentity issues interim financial statements). The new guidance requires adoption on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period ofadoption. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.In March 2016, the FASB issued an ASU which simplifies certain aspects of the accounting for share-based payments, including accounting for income taxes, classification of awards as either equity or liabilities,classification on the statement of cash flows as well as allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. TheASU is effective for annual reporting periods (including interim periods within those annual reporting periods) beginning after December 15, 2016 and all amendments of the ASU that apply must be adopted in thesame period. The Company is currently evaluating the effect that adoption of this ASU will have on its consolidated financial statements.In February, 2016, the FASB issued a new ASU which revises lease accounting guidance. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability for all leases, otherthan 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 the lease payments. The new standard is effective for fiscalyear beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach. TheCompany is currently evaluating the impact of the adoption of the new lease accounting guidance on its 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 standard provides a unified model todetermine when and how revenue is recognized. The core principle of the new revenue recognition standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers inan amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition standard is effective for annual reporting periods beginning afterDecember 15, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. This standard may be applied retrospectively toeach prior period presented (“full retrospective approach”) or retrospectively with the cumulative effect recognized as of the date of adoption (“modified retrospective approach”). The Company has developed a projectplan to analyze the potential impact this guidance will have on its consolidated financial statements and related disclosures as well as its business processes, systems and controls. This includes reviewing revenuecontracts across all revenue streams and evaluates potential differences that would result from applying the requirements under the new guidance. Based on the analysis conducted to date, the Company expects to adoptthis standard using the modified retrospective approach and is still currently evaluating the impact of the adoption of this standard on its consolidated financial statements.F-17Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 2. Acquisitions and Other Significant Business ActivitiesYear ended December 31, 2016Investment in associated companyIn June 2016, the Company made an additional investment in the equity interests of a third party entity which offers AM solutions. The Company increased its interest in the third party entity from 10% toapproximately 40% and has the ability to exercise significant influence over the third party entity and therefore accounts for this investment under the equity method of accounting. This investment is presented as othernon-current asset in the Company’s consolidated balance sheets.Borrowing AgreementIn December 2016, the Company entered into a secured loan agreement with Bank Hapoalim Ltd (the “Bank Loan”). Pursuant to the Bank Loan the Company borrowed $26 million initially and secured a credit linefor an additional $24 million (the “Credit Line”). The Bank Loan will mature in December 2023 and is payable in equal consecutive quarterly principal installments of principal and accrued interest. The repayment ofthe Bank Loan was secured by a first priority lien in the name of the lender on all of the Company’s rights to its new headquarters property in Rehovot, Israel and it contains certain subjective acceleration clauses. TheBank Loan bears interest at the rate of LIBOR plus 3.35%. As of December 31, 2016, the Company had not utilized the Credit Line.Year 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 was aimedto enable the Company 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 complex under construction in Rehovot, Israel (the “new Rehovot Property”). The new Rehovot Property includes approximately 26,300square meters (approximately 283,900 square feet) of new buildings complex under construction and additional building rights for approximately 21,800 square meters (approximately 235,400 square feet). The newRehovot Property, which will contain two buildings, houses the Company’s Israeli headquarters, research and development facilities and certain marketing activities. The Company entered into the first building of itsnew Rehovot Property during January, 2017. As of December 31, 2016 the Company invested in the new Rehovot Property and its related equipment approximately $58.4 million.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 market environment, improving and iteratingproducts, developing new 3D printing solutions and expanding its presence in the market. These restructuring actions included a reduction in the Company’s global workforce, consolidation of certain facilities, closingof three retail stores and other actions designed to streamline the Company’s operations and better position itself for market 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 facilities consolidation (primarilyMakerBot’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 charges were included in cost of sales, research anddevelopment, net and selling, general and administrative expenses, respectively. Payments for one-time termination benefits in connection with these initiatives were substantially completed in 2016.During 2016, the Company continued to rationalize its business and executed specific actions in order to achieve its strategic objectives and to improve operating efficiencies in light of the ongoing marketenvironment. The Company incurred charges of $6.6 million in connection with these initiatives.F-18Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRTC 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 wasaimed to strengthen the Company’s presence in Germany, Switzerland and Austria, and enable the Company to offer full suite of Stratasys 3D printing solutions and services 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., or BofA, as administrative agentand 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 debtthereunder, in an amount of approximately $175 million. That payment was made from the Company’s available cash balances. As a result of the termination of its short-term debt under the Revolving Credit Facility,the Company recorded additional financial expense of $2.7 million which included write-off of unamortized deferred issuance costs and fees paid for certain creditors and other third parties.Year 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”), an independent additivemanufacturing service bureau for total consideration of approximately $185.4 million. This transaction has enabled the Company to expand its existing digital manufacturing printed parts services and to create aleading strategic platform to meet a broad range of customers’ additive manufacturing needs and provide opportunities to leverage manufacturing 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 holdback cash payment deferred forsix months, which was paid in January 2015. In addition, the Company is obligated to pay additional deferred payments in three separate annual installments after the Solid Concepts transaction date (“Deferredpayments”). 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 alsosubject to certain adjustments based on the Company’s share price. The first and second annual installments of the Deferred payments were settled during the third quarter of 2015 and 2016, respectively.The Solid Concepts transaction was accounted for in accordance with ASC Topic 805, “Business Combinations”, using the acquisition method of accounting with the Company as the acquirer. The following tablesummarizes the fair value of the consideration transferred to Solid Concepts stockholders for the Solid Concepts transaction:U.S. $ in thousandsIssuance of ordinary shares$97,869Cash paid upon closing40,130Holdback amount3,839Deferred payments43,576Total fair value of consideration transferred$ 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 with acquisitions. The fairvalue 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 to reflect a discount for lack of marketability for theapplicable periods. The discount for lack of marketability was calculated based on the historical volatility of the Company’s share price and thus represents a Level 3 measurement within the fair value hierarchy.F-19Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDuring the third quarter of 2016, the Company issued 152,633 ordinary shares valued at $3.1 million and paid cash of $0.4 million to settle the second annual installment of the Deferred payments. During the thirdquarter of 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 of December 31, 2016 the fair valueof the remaining Deferred payment was $2.6 million. As of December 31, 2016, the total amount of the remaining deferred payments, which does not reflect a discount for lack of marketability, was approximately $2.8million, 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, 2016 would have increased the fair value of theremaining deferred payments by $0.3 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 price volatility used in thecalculation for discount for lack of marketability as of December 31, 2016 would increase the fair value of the Company’s Deferred payments liability by approximately $0.2 million.During the years ended December 31, 2016, 2015 and 2014, the Company recorded a gain of $0.9 million, $23.7 million and $7.9 million, respectively, due to the revaluation of the Deferred payments underChange in 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’s share price as of the SolidConcepts 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 remaining retention payments will be paid in three separate annualinstallments (“deferred retention payments”).The first and second annual installments of the deferred retention payments were settled during the third quarter of 2015 and 2016, respectively. During the third quarter of 2015, the Company issued 117,611ordinary shares valued at $4.1 million and paid cash of $2.8 million to settle the first annual installment of the deferred retention payments. During the third quarter of 2016, the Company issued 103,112 ordinaryshares valued at $2.1 million and paid cash of $1.9 million to settle the second annual installment of the deferred retention payments. Based on the Company’s share price as of December 31, 2016, the total remainingdeferred retention payments will amount to approximately $3.5 million.The Company recorded an expense of $0.9 million, a gain of $0.1 million and an expense of $13.1 million for the years ended December 31, 2016, 2015 and 2014, respectively, in connection with the deferredretention payments liability.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 any combination of the two. Theseamounts 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. These costs 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, prior to goodwill and other intangibles impairment. The allocation ofthe purchase price to assets acquired and liabilities assumed was as follows:Allocation of PurchasePrice(U.S. $ in thousands)Cash and cash equivalents$3,225Accounts receivable7,995Inventories2,391Other assets2,962Property, plant and equipment13,952Other intangible assets38,320Goodwill125,433Total assets acquired194,278Accounts payable3,055Accrued expenses and other current liabilities5,290Total liabilities assumed8,345Non controlling interest519Net assets acquired$185,414F-20Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe 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 to customer relationships. Theseintangible 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, an intangible asset’s fair valueis 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 assets adjusted as appropriate for theentity-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 customer relationships to their estimatedfair value. During the year ended December 31, 2016, the Company recorded additional impairment charges of $9.9 million in order to reduce the carrying amount of these intangible assets to their estimated fair value.As a result, the remaining weighted average useful of the intangible assets related to customer relationships was changed to 6.0 years. For further information refer 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 additive manufacturing spectrum, cross-selling synergies, expanded solutions portfolio, assembled workforce and economies of scale. The related goodwill and intangible assets are deductible for tax purposes. During the year ended December 31, 2015, theCompany recorded an impairment charge in order to reduce the carrying amount of Solid Concepts’ goodwill to its implied fair value. As a result, as of December 31, 2015, there were no remaining goodwill balanceassigned to Solid Concepts. For further information refer to note 7.The 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 Company and Solid Concepts. Theunaudited 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 would have resulted had the acquisition ofSolid Concepts occurred on January 1, 2013, or of future results of the combined entities. The unaudited pro forma condensed financial information does not reflect any operating efficiencies and expected realization ofcost savings or synergies associated with the acquisition.Unaudited supplemental pro forma combined results of operations:Year ended December 31, 2014(U.S. $ in thousands, exceptper share data)Net sales$785,385Net loss attributable to Stratasys Ltd. (106,924)Net loss per ordinary share attributable to Stratasys Ltd.- basic and diluted$(2.12)Adjustments for the unaudited supplemental pro forma combined results of operations are as follows:Year ended December 31, 2014(U.S. $ in thousands)Adjustments due to amortization of intangibles$2,261Adjustments due to retention bonuses(266)Adjustments due to expenses related to business combination (26,012)Adjustments due to financial expenses related to Solid Concepts debts(406)Taxes related adjustments to the supplemental pro forma10,513$(13,910)Solid 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 full integration of SolidConcepts’ operations to the Company’s direct manufacturing service operations it is impracticable to present the amounts of revenues and earnings of Solid Concepts since the acquisition date in the consolidatedstatements of operations and comprehensive loss for the period commencing July 14, 2014 through December 31, 2014.F-21Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSGrabCAD 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 3D CAD content.The acquisition of GrabCAD was aimed 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.Harvest transactionOn August 1, 2014, the Company acquired 100% of the outstanding shares of Harvest Technologies Inc. (“Harvest”), a specialty additive manufacturing service bureau. The consideration was primarily paid in theCompany’s shares and the remaining balance will be paid in cash.This transaction, together with the Solid Concepts transaction was aimed to enable the Company to expand its existing digital manufacturing printed parts services and to enhance its expertise in parts production, aswell as materials and systems know-how. Under the terms of the definitive agreement with Harvest, certain of Harvest’s employees may also qualify for certain 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 enabled the Company to expand its desktop 3D printingoperations 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 and liabilities assumed based on anappraisal 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 and development and productionservices. This transaction was designed to strengthen the Company’s materials research and development skills and enable it to become vertically integrated in material development and manufacturing and alsoincrease 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 and liabilities assumed based on anappraisal 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.F-22Table 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, 2016(U.S. $ in thousands)Level 2Level 3TotalAssets: Foreign exchange forward contracts not designated as hedging instruments$ 1,440$ -$ 1,440 Foreign exchange forward contracts designated as hedging instruments37-37 Liabilities: Foreign exchange forward contracts not designated as hedging instruments(48)-(48) Foreign exchange forward contracts designated as hedging instruments(61)-(61) Obligations in connection with acquisitions-(2,619)(2,619)$1,368$(2,619)$(1,251) 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)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 andboth forward and spot prices for currencies (Level 2 inputs).Other financial instruments consist mainly of cash and cash equivalents, current and non-current receivables, net investment in sales-type leases, bank loan, accounts payable and other current liabilities. The fairvalue 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 in connection with acquisitions:2016 2015(U.S. $ in thousands)Fair value as of January 1,$ 6,991$ 35,656Settlements(3,500)(4,994)Change in fair value recognized in earnings(872)(23,671)Fair value as of December 31,$2,619$6,991F-23Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company’s settlements during 2016 and 2015 of the obligations in connection with acquisitions are related to the deferred payments for the Solid Concepts transaction. Change in fair value recognized inearnings during 2016 includes an unrealized gain of approximately $0.7 million and a realized gain of $0.1 million due to revaluation of the deferred payments in connection with the Solid Concepts transaction.Change in fair value recognized in earnings during 2015 includes approximately $17.5 million unrealized gain and a realized gain of $6.2 million due to revaluation of the deferred payments in connection with theSolid Concepts transaction. For further information on these obligations refer to note 2.Note 4. InventoriesInventories consisted of the following:December 31,December 31,2016 2015(U.S. $ in thousands)Finished goods$ 62,728$ 82,219Work-in-process2,3892,944Raw materials52,40438,495$117,521$123,658Note 5. Net Investment in Sales-type LeasesThe Company’s net investment in sales-type leases consisted of the following:December 31,December 31,20162015(U.S. $ in thousands)Future minimum lease payments receivable$ 25,910 $ 31,858Less allowance for doubtful accounts(844)(682)Net future minimum lease payment receivable25,06631,176Less unearned interest income(1,223)(1,687)Net investment in sales-type leases$23,843$29,489Future minimum lease payments due from customers under sales-type leases as of December 31, 2016 were as follows:Year ending December 31,U.S. $ in thousands2017$13,28320187,76220193,21720201,2912021 and thereafter357$25,910The interest income for sales-type leases is recorded in financial expense, net and amounted to approximately $1.0 million, $1.0 million and $0.8 million for the years ended December 31, 2016, 2015 and 2014,respectively.F-24Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 6. Property, Plant and EquipmentProperty, plant and equipment, net consisted of the following:December 31,December 31,2016 2015(U.S. $ in thousands)Machinery and equipment$ 128,187$ 114,049Buildings and improvements121,970104,818Computer equipment and software48,91748,249Office equipment, furniture and fixtures16,39316,400Land19,59119,674335,058303,190Accumulated depreciation(131,327)(111,348)203,731191,842Construction work in progress4,68410,092$208,415$201,934Depreciation expenses were $33.8 million, $33.4 million and $26.2 million in the years ended December 31, 2016, 2015 and 2014, respectively.During the year ended December 31, 2016, the Company recorded impairment charges of $7.0 million, related to certain of its property and equipment assets, of which $5.1 million were related to the Company’ssoftware assets and were classified as selling, general and administrative expenses. The impairment charges were determined due to changes in management’s long-term plans regarding the expected utilization of theseassets. 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.Note 7. GoodwillChanges in the carrying amount of the Company’s goodwill for the years ended December 31, 2016 and 2015 were as follows:20162015(U.S. $ in millions)Goodwill as of January 1,$ 383.9 $ 1,323.5Goodwill impairment charges-(942.4)Goodwill acquired-5.4Translation differences1.7(2.7)Goodwill as of December 31,$385.6$383.9During the fourth quarter of 2016, the Company performed a quantitative assessment for goodwill impairment for its Stratasys-Objet reporting unit.Following its quantitative assessment, the Company concluded that the fair value of Stratasys-Objet reporting unit exceeds its carrying amount by approximately 5% , with a carrying amount of goodwill assigned tothis reporting unit in the amount of $386 million.When evaluating the fair value of Stratasys-Objet reporting unit the Company used a discounted cash flow model which utilized Level 3 measures that represent unobservable inputs into our valuation method. Keyassumptions used to determine the estimated fair value include: (a) expected cash flow for 5 years following the assessment date which (including expected revenue growth, costs to produce, operating profit marginsand estimated capital needs); (b) an estimated terminal value using a terminal year growth rate of 3.1% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 14.0% based onmanagement’s best estimate of the after-tax weighted average cost of capital. If any of these were to vary materially from our plans, we could face impairment of goodwill allocated to this reporting unit in the future.F-25Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSA hypothetical decrease in the 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 $46 million and $83 million, respectively ,and could trigger a potential impairment of its goodwill.Based on the Company’s assessment as of December 31, 2016, no goodwill was determined to be impaired.Determining the fair value of Stratasys-Objet reporting unit requires significant judgment, including judgments about the appropriate discount rates, terminal growth rates, weighted average costs of capital and theamount and timing of projected future cash flows. The Company will continue to monitor the fair value of its Stratasys-Objet reporting unit to determine whether events and changes in circumstances such as furtherdeterioration in the business climate or operating results, further significant decline in our share price, changes in management’s business strategy or downward changes of our cash flows projections, warrant furtherinterim impairment testing.Goodwill impairment charges for the year ended December 31, 2015During 2015, the Company determined that certain indicators of potential impairment existed that required interim goodwill impairment analysis. Accordingly, the Company performed a quantitative two-stepassessment for goodwill impairment for each of its reporting units as described below.During the first quarter of 2015, the Company performed a quantitative assessment for goodwill impairment for its MakerBot reporting unit. The indicators for the quantitative assessment for goodwill impairmentfor 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 below the Company’s previous projections, as well aslower forecasted profitability due to increasing competition and other deteriorated trends in the 3D desktop market. The Company updated its Makerbot reporting unit cash flow projections and related assumptionsbased on the indicators mentioned above and performed the two-step goodwill impairment test. The updated MakerBot reporting unit’s impairment analysis performed as part of step two of the goodwill impairmenttest determined that the carrying amount of goodwill assigned to the MakerBot reporting unit exceeded its implied fair value. As a result, the Company recorded a non-tax deductible impairment charge of $150.4million, in order to reduce the carrying amount of goodwill to its implied fair value.During 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 its reporting units. Theseindicators included a further significant decline in the Company’s market capitalization for a sustained period and weaker than expected operating results of its reporting units for the third quarter of 2015. Theseindicators along with certain reorganization initiatives for the Company’s operations and the increased uncertainty in the 3D printing environment resulted in changes of the Company’s near-term cash flowsprojections. 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 expectedtiming of synergies resulted from acquisitions and the timing of utilization of strategic opportunities in light of the overall weakness in the uncertain 3D printing marketplace. Accordingly, the Company updated itscash flow projections and related assumptions based on the indicators set forth above for each of its reporting units and performed a two-step goodwill impairment test which was completed during the fourth quarter of2015. The impairment 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 the Company’sreporting units. Therefore, the Company recorded impairment charges in a total amount of $792.0 million in order to reduce the carrying amount of goodwill to its implied fair value for each of its reporting units.As of December 31, 2015, the remaining goodwill balance was assigned to the Stratasys-Objet reporting unit and there was no remaining goodwill balance assigned to the Company’s other reporting units.Goodwill impairment charges for the year ended December 31, 2014During December 2014, the Company determined that certain indicators of potential impairment existed to require an additional interim goodwill impairment analysis for its MakerBot reporting unit. The Companyupdated its cash flow projections and related assumptions based on the indicators mentioned above and performed the two-step goodwill impairment test. The updated MakerBot reporting unit’s impairment analysisperformed as part of step two of the goodwill impairment test determined that the carrying amount of goodwill assigned to the MakerBot reporting unit exceeded its fair value. As a result, the Company recorded a non-tax deductible impairment charge of $102.5 million, in order to reduce the carrying amount of goodwill to its implied fair value.F-26Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 8. Other Intangible AssetsOther intangible assets consisted of the following:December 31, 2016December 31, 2015Carrying Amount,NetCarrying Amount,NetNet ofAccumulatedBookNet ofAccumulatedBookImpairmentAmortizationValueImpairmentAmortizationValueU.S. $ in thousandsDeveloped technology$ 304,766$ (198,632)$ 106,134$ 306,657$ (157,862)$ 148,795Patents19,009(12,257)6,75217,785(10,008)7,777Trademarks and trade names27,819(16,849)10,97032,443(14,463)17,980Customer relationships106,571(54,258)52,313115,957(41,708)74,249Non-compete agreements5,874(5,874)-5,874(5,874)-Capitalized software development costs19,540(18,251)1,28920,010(17,351)2,659In process research and development---1,008-1,008 $483,579 $(306,121) $177,458 $499,734 $(247,266) $252,468Other intangible assets impairment charges for the year ended December 31, 2016During 2016, the Company assessed the recoverability of certain of its definite-life intangibles assets based on their projected undiscounted future cash flows expected to result from each intangible asset. Based onthe results of the recoverability assessment, the Company determined that the carrying values of certain of its intangible assets exceeds their undiscounted cash flows projections and therefore were not recoverable. Forthose unrecoverable intangible assets that considered to be impaired, the Company recorded impairment charges of $16.9 million during 2016, in order to reduce the carrying amount of those intangible assets to theirestimated fair value. Impairment charges of $1.8 million related to developed technology intangible assets were classified as costs of sales, and $ 15.1 million related to customer relationships, trade names , capitalizedsoftware development costs and patents were classified as selling, general and administrative expenses.For its definite-life intangible assets impairment assessments conducted throughout 2016, the Company used discount rates of 14.0% to 15.0% based on management’s best estimate of the after-tax weightedaverage cost of capital, which reflected the associated specific risks for each intangible asset’s future cash flows.In addition, the Company recorded $1 million impairment charge for the full carrying value of its IPR&D project.Other 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 purchasedintangible assets.The Company concluded that the carrying amount of certain of its definite-life purchased intangible assets of its might not be recoverable due to certain indicators of impairment including a significant decline inthe Company’s market capitalization for a sustained period, weaker than expected operating results for 2015, certain reorganization initiatives for the Company’s operations and certain technological trends in theadditive manufacturing industry, as well as the increased uncertainty in the 3D printing 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. Based on the results of therecoverability assessment, the Company determined that the carrying values of certain of its intangible assets exceeds their undiscounted cash flows projections and therefore were not recoverable. For thoseunrecoverable intangible assets that considered to be impaired, the Company recorded impairment charges of $260.3 million during 2015, in order to reduce the carrying amount of those intangible assets to theirestimated fair value. Impairment charges of $191.2 million related to developed technology intangible assets were classified as costs of sales, and $68.8 million related to customer relationships, trade names and non-compete agreements intangible assets were classified as selling, general and administrative expenses.For 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 of the after-tax weightedaverage cost of capital, which reflected the associated specific risks for each intangible asset’s future cash flows.F-27Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn addition, the Company reviewed for impairment its indefinite-life intangible assets, which consists of IPR&D projects. The indicators for the impairment assessment were the weaker than expected operatingresults and certain reorganization initiatives along with review of the strategic research and development roadmap which resulted in changes in long-term projections. The Company tested for impairment certain of itsIPR&D projects, based on its projected discounted future cash flows expected to result, by using the probability-weighted cash flow approach. Based on the results of the impairment assessment, the Companydetermined that the carrying value of certain of its IPR&D projects exceeded their fair value. Accordingly, the Company recorded impairment charges of $18.2 million, related to its in-process research anddevelopment projects, which were classified as research and development expenses, in order to reduce the carrying amount of those intangible assets to their estimated fair value.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 and recorded impairment charges of $11.6 million which were classified as costs of sales. In addition, the Companyreviewed for impairment one of its IPR&D projects which resulted in impairment charges of $3.0 million that were classified as research and development expenses.Amortization expenseAmortization expense relating to intangible assets for the years ended December 31, 2016, 2015 and 2014, was approximately $59.0 million, $75.0 million and $81.9 million, respectively.As of December 31, 2016, 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)2017$34,722201833,068201932,173202031,826202131,264Thereafter14,405Total$177,458F-28Table 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, 2016 and 2015 were as follows: December 31, December 31,20162015(U.S. $ in thousands)Deferred tax assets Tax losses carry forwards$ 139,914$ 87,718 Inventory related12,12418,317 Intangibles assets38,37931,890 Provision for employee related obligations3,5687,672 Stock-based compensation expense6,0406,214 Deferred revenue3,2113,344 Depreciation1,1401,994 Allowance for doubtful accounts645776 Foreign currency losses587- Research and development credit carry forwards9,9988,355 Other items1,5602,223 Gross deferred tax assets217,166168,503 Valuation allowance(201,376)(152,115) Total deferred tax assets$15,790$16,388 Deferred tax liabilities Intangibles assets$(17,053)$(28,387) Foreign currency losses-(450) Depreciation(2,662)(1,852) Total deferred tax liabilities$(19,715)$(30,689) Net deferred tax liabilities$(3,925)$(14,301)The Company’s deferred tax assets and liabilities are classified in the consolidated balance sheets as follows: December 31, December 31,20162015(U.S. $ in thousands)Deferred tax assets (under "Other non-current assets")$ 2,027$ 1,739Deferred tax liabilities5,95216,040Net deferred tax liabilities$(3,925)$(14,301)F-29Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2016, the Company had a tax net operating losses carry-forward of approximately $381 million related to its U.S. subsidiaries, resulting in a deferred tax asset of approximately $140 million.As a result of losses incurred by its U.S. subsidiaries in the last few years, and since the near-term realization of these assets is uncertain, the Company provided a full valuation allowance for its deferred tax assetsrelated to its U.S. subsidiaries that are not expected to be realized.Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considered all available evidence,including past operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. The Company reassess its valuation allowance periodically and if future evidence allowsfor 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 $150.6 million which expire in years ending from December 31, 2022 through December 31, 2036.In addition to the amounts mentioned above, approximately $7.5 million of net operating losses carry-forwards, resulting from tax deductions related to shared-based compensation, are unrecognized on theCompany’s consolidated balance sheets. The tax benefits of these deductions will be realized only at the point at which the deductions reduce income taxes payable.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. The determination of theamount 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, 2016, 2015 and 2014 was as follows: 2016 2015 2014(U.S. $ in thousands)Domestic$ (11,783)$ (635,721)$ 25,903Foreign(74,576)(748,110)(180,621)$(86,359)$(1,383,831)$(154,718)The components of income taxes for the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014(U.S. $ in thousands)Current Domestic$ 6,242$ 4,564$ 10,650 Foreign(5,310)8,3047,98993212,86818,639Deferred Domestic(9,851)(18,607)(5,177) Foreign(527)(4,581)(48,710)(10,378)(23,188)(53,887) Total income taxes$(9,446)$(10,320)$(35,248)F-30Table 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, 2016, 2015, and 2014 is set forth below: 2016 2015 2014Statutory tax rate25.0%26.5%26.5%Approved and Privileged enterprise benefits7.0(0.4)3.7Goodwill impairment-(15.3)(17.3)Revaluation of obligations in connection with acquisitions-0.23.1Stock compensation expense(2.4)(0.4)(3.7)Tax contingencies(4.7)(0.3)1.6Non-deductible acquisition expenses(0.2)(0.1)(0.1)Earning taxed under foreign law34.41.49.6Valuation allowance(57.0)(11.0)-Changes to the prior year’s tax assessment7.9--Other0.90.1(0.6)Effective income tax rate10.9%0.7%22.8%For the year ended December 31, 2016, the above rate reconciliation table reflects the Company’s valuation allowance on its US deferred tax assets, offset by the mix of foreign taxable income and loss and anincome tax benefit attributable to one of the Company’s foreign subsidiaries that received a favorable tax ruling from the tax authorities.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 many transactions and calculations forwhich the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves areestablished when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts andcircumstances, such as the outcome of a tax audit or changes in the tax law. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.As of December 31, 2016, 2015 and 2014, the Company had unrecognized tax benefits of $18.0 million, $13.9 million and $8.6 million, respectively. If recognized, these benefits would favorably impact theeffective tax rate. A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows: 2016 2015 2014(U.S. $ in thousands)Balance at beginning of year$ 13,930$ 8,552$ 10,346Additions for tax positions related to the current year4,0394,1162,705Additions for tax positions related to previous years1291,987734Reduction of reserve for statute expirations(98)(725)(5,233)Balance at end of year$18,000$13,930$8,552The Company’s accrual for estimated interest and penalties was $384 thousand as of December 31, 2016. The Company does not expect uncertain tax positions to change 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 with varying 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 Revenue Service 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 examination upon audit. The expiration of the statute of limitations related to the variousother foreign and state income tax returns that the Company and its subsidiaries file vary by state and foreign jurisdiction.F-31Table 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 approximately 35%. Company incorporated in Germany—tax rate of approximately 28%. 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 are as follows: 2014 and 2015-26.5%, 2016-25%, 2017-24% and 2018 and thereafter-23%. The Company elected to compute its taxable income in accordance with Income TaxRegulations (Rules for Accounting for Foreign Investors Companies and Certain Partnerships and Setting their Taxable Income), 1986. Accordingly, the Company’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) on the Company’s Israeli taxable income.Tax benefits under the Law for Encouragement of Capital Investments, 1959 (the “Investment Law”)Various industrial projects of the Company have been granted “Approved Enterprise” and “Beneficiary Enterprise” status, which provides certain benefits, including tax exemptions for undistributed income andreduced tax rates. Income not eligible for Approved Enterprise and Beneficiary Enterprise benefits is taxed at the regular corporate rate, which was 25% in 2016.The Company is a Foreign Investors Company, or FIC, as defined by the Investment Law. FICs are entitled to further reductions in the tax rate normally applicable to Approved Enterprises and BeneficiaryEnterprises, depending on the level of foreign ownership. When foreign (non-Israeli) ownership equal or exceeds 90%, the Approved Enterprise and Beneficiary Enterprise income is either tax-exempt for a limit periodbetween two to ten years depending on the location of the enterprise or taxable at a tax rate of 10% for a 10-year period. The Company cannot assure that it will continue to qualify as a FIC in the future or that thebenefits described herein will be granted in the future.In the event of distribution of dividends from the said tax-exempt income during the tax exemption period as described above, the amount distributed will be subject to tax in respect of the amount of dividenddistributed (grossed up to reflect such pre-tax income that it 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 beentax-exempted under the alternative 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, Dividends paid out ofincome attributed to Approved Enterprise or Beneficiary Enterprise (or out of dividends received from a company whose income is attributed to an Approved or Beneficiary Enterprise) are generally subject towithholding tax at the source at the rate of 15%, unless a lower rate is provided in a treaty between Israel and the shareholder’s country of residence (subject to the receipt in advance of a valid certificate from the IsraelTax Authority 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 12 years thereafter. Afterthis 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 certificate from the Israel Tax Authority allowing for areduced tax rate). In the case of an FIC, the 12-year limitation on reduced withholding tax on dividends does not apply.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 the Company fail to meet suchrequirements in the future, income attributable to its Approved Enterprise and Beneficiary Enterprise programs would be subject to the statutory Israeli corporate tax rate and the Company would be required to refund aportion of the tax benefits already received with respect to such programs. The refund will be subject to interest and index changes as applicable the law or other monetary penalty.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 incometaxes have been provided on income attributable to the Company’s Approved or Beneficiary Enterprise programs, as the undistributed tax exempt income is essentially permanent in duration.As of December 31, 2016, tax-exempt income of approximately $180 million is attributable to the Company’s various Approved and Beneficiary Enterprise programs. If such tax exempt income is distributed, itwould be taxed at the reduced corporate tax rate applicable to such income, and taxes of approximately $18 million would be incurred as of December 31, 2016.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 designed for enterprises located incertain development zones and two new tax benefits tracks (“Preferred Enterprise” and “Special Preferred Enterprise”), which provide for application of a unified tax rate to all preferred income of the company, asdefined in the Investment Law.F-32Table 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 for income generated by a“Preferred Company” through its "Preferred Enterprise" (as such terms are defined in the Investment Law) effective as of January 1, 2011 and thereafter. A Preferred Company is defined as either (i) a companyincorporated in Israel which is not wholly owned by a governmental entity, or (ii) a limited partnership that: (a) was registered under the Israeli Partnerships Ordinance, and (b) all of its limited partners are companiesincorporated in Israel, but not all of them are governmental entities; which has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a PreferredCompany was entitled to a reduced corporate tax rate of 15% with respect to its preferred income attributed to its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise was located in a certaindevelopment zone, in which case the rate was 10%. Such corporate tax rate was reduced to 12.5% and 7%, respectively, in 2013 and was increased to 16% and 9%, respectively, in 2014 until 2016. In 2017 andthereafter, the corporate tax rate for Preferred Enterprise which is located in a certain development zone was decreased to 7.5%, while the reduced corporate tax rate for other development zones remains 16%. Incomederived by a Preferred Company from a “Special Preferred Enterprise” (as such 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 5%if the Special Preferred Enterprise is located in a certain development zone. As of January 1, 2017, the definition for "Special Preferred Enterprise" includes less stringent conditions.Dividends paid out of preferred income attributed to a Preferred Enterprise or to a Special Preferred Enterprise are generally subject to withholding tax at source at the rate of 20%, or such lower rate as may beprovided in 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). However, if such dividends are paid to an Israeli company, notax 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 lower rate as may be provided in an applicabletax treaty will apply. In 2017-2019, dividends paid out of preferred income attributed to a Special Preferred Enterprise, directly to a foreign parent company, are subject to withholding tax at source at the rate of 5%(temporary provisions).The 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 unlessan 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:●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, will remain subject to theprovisions of the Investment Law as in effect on the date of such approval, and subject to certain conditions. ●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 2011 Amendment became effectivewill remain subject to the provisions of the Investment Law as in effect on the date of such approval, provided that certain conditions are met. ●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.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 new benefits under the 2011Amendment.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 including accelerated depreciation,deduction of public offering expenses in three equal annual installments and amortization of other intangible property rights for tax purposes.F-33Table 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 2023.Future minimum annual lease payments under all non-cancelable operating leases with an initial term in excess of one year as of December 31, 2016 are as follows: Minimum futureoperating lease paymentsYear ending December 31,(U.S. $ in thousands)2017$ 8,96020187,58920194,79120204,12720212,990Thereafter2,88631,343Rent expense for the years ended December 31, 2016, 2015 and 2014 was approximately $14.0 million, $14.3 million and $10.7 million, respectively.As described in note 2, in December 2016, the Company borrowed $26 million under a secured loan agreement in connection with its new facility in Israel. Future annual principal payments under the Bank Loandebt as of December 31, 2016 are as follows: Loan pricipal amountYear ending December 31,(U.S. $ in thousands)2017$ 3,71420183,7142019 3,7142020 3,71420213,714Thereafter7,43026,000b. 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 district court. The lawsuitsdemanded 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 as defendants would be cancelled, with aconsequent issuance of additional shares to the plaintiffs to account for the subsequent dilution to which they have been subject. The lawsuits also named as defendants Elchanan Jaglom, Chairman of the Company’sboard of directors, in one of the lawsuits, Ilan Levin, the Company’s Chief Executive Officer and director, various shareholders of the Company who were also shareholders of Objet, and David Reis, a director.The lawsuits alleged 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 diluting those shareholders that didnot participate in the investments. The plaintiffs also alleged that a portion of the amount invested in those transactions was actually invested by an investor who was already a shareholder of Objet and allegedly actingin concert with Mr. Jaglom, and that the interest of these two shareholders in these transactions was not properly disclosed to the minority shareholders at the time. The lawsuits furthermore claimed that the Companyeffectively engaged in backdating the issuance of certain shares, in that shares that Objet reported as having been issued in 2006 and 2007 were actually issued at a subsequent date—as late as 2009. The Company filedits statements of defense in May 2013 denying the plaintiffs’ claims. In 2015, the court dismissed the lawsuit of one of the former directors due to lack of cause. In February 2017, the parties reached an agreementpursuant to which all claims were settled at no material cost to the Company . Notice of the settlement was provided to the court with a motion for the dismissal of the suits.F-34Table 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 the Company’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. The lawsuits allege violations of the Securities Exchange Act of 1934 inconnection with allegedly false and misleading statements concerning the Company’s 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. OnJuly 1, 2015, 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. On June 30, 2016, the Court granted defendants’ motion to dismiss with prejudice and entered judgment in favor of defendants. On July 29, 2016, lead plaintiffs filed a notice of appeal to the United States Courtof Appeals for the Eighth Circuit from the Court’s judgment. On September 22, 2016, lead plaintiffs filed the opening initial brief in support of their appeal. On October 24, 2016, defendants filed their answering briefto the appeal. On November 18, 2016, lead plaintiffs filed their reply brief in support of the appeal. Oral arguments for appeal are scheduled for March 9, 2017.The Company is a party to various other legal proceedings, the outcome of which, in the opinion of management, will not have a significant adverse effect on the financial position or profitability 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 in general meetings of theCompany, and the right to receive dividends if declared.As of December 31, 2016, and 2015, there were 52,639 thousands ordinary shares and 52,082 thousands ordinary shares issued and outstanding, respectively. The Company’s ordinary shares are traded in theUnited States on the Nasdaq Global Select Market under the ticker symbol “SSYS”.For significant share issuance in connection with business combinations during the years ended December 31, 2016, 2015 and 2014, refer to note 2.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, restricted shares, restricted shareunits (“RSUs”) and other share-based awards to the Company’s and its subsidiaries’ respective directors, employees, officers, consultants, and advisors and to any other person whose services are considered valuableto the Company or any of its affiliates. Under the 2012 plan, options and RSUs generally have a contractual term of ten years from the grant date. Options granted become exercisable and RSUs are vested over thevesting period, which is normally a four-year period beginning on the grant date, subject to the employee’s continuing service to the Company. As of December 31, 2016, 3.0 million shares were available for equityawards under the 2012 plan. On January 1, 2017, the reserve pool under the 2012 plan was automatically increased by 0.5 million shares.F-35Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSStock optionsA summary of the stock option activity for the year ended December 31, 2016 is as follows: Weighted AverageNumber of OptionsExercise PriceOptions outstanding as of December 31, 2015 2,449,742$ 39.73Granted559,34023.03Exercised(119,564)9.91Forfeited(274,057)42.74Options outstanding as of December 31, 20162,615,461$37.21Options exercisable as of December 31, 20161,426,304$38.63The following table summarizes information about stock options outstanding at December 31, 2016:Options Outstanding Options Exercisable Outstanding Weighted- Average Exercisable options atRemainingWeighted- Averageoptions atWeighted- AverageRange ofDecember 31,ContractualExerciseDecember 31,ExerciseExercise Prices2016Life in YearsPrice2016Price$ 2.21-$ 22.16666,3532.21$11.03$ 604,717$10.04 23.41- 25.50 663,895 6.17 23.93100,661 25.1029.37-45.00 654,586 7.29 34.99 247,231 35.14$46.87- $120.51630,6274.1981.16473,69579.822,615,461$4.96$37.21 1,426,304$38.63 Aggregate intrinsicvalue (U.S. $ inthousands)$ 4,100$4,082As of December 31, 2016, the weighted-average remaining contractual life of exercisable options was 3.6 years. The total intrinsic value of options exercised during 2016, 2015 and 2014 was approximately $1.5million, $4.6 million and $55.6 million, respectively.The Company used the Black-Scholes option-pricing model to determine the fair value of options granted during 2016, 2015 and 2014. The following assumptions were applied in determining the options’ fairvalue on their grant date: 2016 2015 2014Risk-free interest rate1.1%-1.5%1.6% - 1.9%1.3% - 2.0%Expected option term (years)5.2-6.06.04.2 - 6.5Expected share price volatility53.6%-56.1% 50.1%-53.5%45.8% - 47.6%Dividend yield- - -Weighted average grant date fair value$ 12.36$ 15.49 $ 60.82As of December 31, 2016, the Company had 1.2 million unvested options. As of December 31, 2016, the unrecognized compensation cost related to all unvested, equity-classified stock options of $13.0 million isexpected to be recognized as an expense on a straight-line basis over a weighted-average period of 2.5 years.F-36Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRestricted Stock UnitsA summary of the Company’s RSUs activity for the year ended December 31, 2016 is as follows: Weighted AverageGrant Date FairNumber of RSUsValueUnvested RSUs outstanding as of December 31, 2015 559,124$ 81.35Vested(184,621)94.36Forfeited(106,747)81.90Unvested RSUs outstanding as of December 31, 2016267,756$72.17The total vesting-date value of equity classified RSUs vested during 2016 was $3.5 million. As of December 31, 2016, the unrecognized compensation cost related to all unvested equity classified RSUs of $11.5million is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 1.9 years.Stock-based compensation expense for stock options and equity classified RSUs included in the Company’s Statements of Operations were allocated as follows:2016 2015 2014(U.S. $ in thousands)Cost of sales$ 2,780$ 5,381$ 4,493Research and development, net4,7685,7594,862Selling, general and administrative13,22518,87020,852Total stock-based compensation expenses $20,773$30,010$30,207c. Accumulated other comprehensive lossThe following tables present the changes in the components of accumulated other comprehensive loss, net of taxes for the years ended December 31, 2016, 2015 and 2014:Year ended December 31, 2016Net unrealized gain Foreign currency (loss) on cash flowtranslationhedgesadjustmentsTotalU.S. $ in thousandsBalance as of January 1, 2016$ (107)$ (10,667)$ (10,774)Other comprehensive loss before reclassifications523(2,788)(2,265)Amounts reclassified from accumulated other comprehensive loss(440)-(440)Other comprehensive income (loss)83(2,788)(2,705)Balance as of December 31, 2016$(24)$(13,455)$(13,479)F-37Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYear ended December 31, 2015Net unrealized gain Foreign currency (loss) on cash flowtranslationhedgesadjustmentsTotalU.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)Year ended December 31, 2014 Net unrealized gain Foreign 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 reclassifications from accumulated othercomprehensive 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 currencies other 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 New Israeli 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 take advantage of any natural hedging. In addition, the Company uses derivativeinstruments to reduce the net exposure to foreign exchange. Gains and losses on the hedging instruments offset losses and gains on the hedged items. Financial markets and currency volatility may limit the Company’sability to hedge these exposures.F-38Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe 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 2016 2015 2016 2015 (U.S. $ in thousands)Assets derivatives -Foreign exchange contracts, not designated as hedging instrumentsOther current assets$ 1,440$ 866$ 39,982$ 54,586Assets derivatives -Foreign exchange contracts, designated as cash flow hedgeOther current assets37238,3482,700Liability derivatives -Foreign exchange contracts, notAccrued expenses and designated as hedging instrumentsother current liabilities(48)(432)13,27335,036Liability derivatives -Foreign exchange contracts,Accrued expenses and designated as cash flow hedgeother current liabilities(61)(131)7,53413,682$1,368$326$69,137$106,004As of December 31, 2016, the Company had in effect foreign exchange forward contracts, not designated as hedging instruments, for the conversion of $33.3 million, $8.9 million and $11.1 million into Euro, NISand Japanese Yen, respectively. These derivatives are primarily used to reduce the exposure of foreign currency fluctuations on certain balance sheet items. With respect to such derivatives, gains of $2.1 million and$4.9 million were recognized under financial expense, net for the years ended December 31, 2016 and 2015, respectively. Such gains partially offset the revaluation losses of the balance sheet items, which are alsorecognized under financial expense, net.As of December 31, 2016 and 2015, the Company had in effect foreign exchange forward contracts for the conversion of $15.9 million and $16.4 million, respectively, into NIS. These foreign exchange forwardcontracts were designated as cash flow hedge for accounting purposes. The Company uses short-term cash flow hedge contracts to reduce its exposure to variability in expected future cash flows resulting mainly frompayroll costs denominated in New Israeli Shekels. The changes in fair value of those contracts are included in the Company’s accumulated other comprehensive loss. These contracts mature through June, 2017.Note 13. Entity-Wide DisclosureNet sales by geographic area were as follows*:Year ended December 31, 2016 2015 2014(U.S. $ in thousands)North America (primarily the United States)$ 399,870$ 413,017$ 405,880EMEA137,924148,169183,462Asia Pacific122,998122,257150,475Other11,66612,55210,312$672,458$695,995$750,129*Net sales are attributed to geographic areas based on the location of a customer.F-39Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSProperty, plant and equipment by geographical area were as follows:December 31, 2016 2015(U.S. $ in thousands)United States$ 91,230$ 101,272EMEA108,97894,890Asia Pacific7,5435,030Other664742$208,415$201,934Property, plant and equipment that were located in Israel amounted to $92.1 million and $77.0 million for the years ended December 31, 2016 and 2015, respectively, and are included under the EMEA region in theabove table.No single customer accounted for 10% or more of the Company’s total net sales, or the Company’s net accounts receivable, in any fiscal year presented.Note 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 Company makes ongoing depositsinto its Israeli employee pension plans to fund their severance liabilities. According to the general collective pension agreement in Israel, Company deposits with respect to employees who were employed by theCompany after the agreement took effect are made in lieu of the Company’s severance liability, therefore, no obligation is provided for in the Company’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 have special contractualarrangements, are provided for in the Company’s consolidated financial statements based upon the number of years of service and their latest monthly salary. The Company’s liabilities for those Israeli employees, inthe amounts of $3.7 million and $3.8 million as of December 31, 2016 and 2015, respectively, are presented as other non-current liabilities in the Company’s consolidated balance sheets. The liability is funded in partfrom the purchase of insurance policies or by the establishment of pension funds with dedicated deposits in the funds. The amounts used to fund these liabilities are included in the Company’s consolidated balancesheets under other non-current assets. As of December 31, 2016 and 2015, the Company had $2.7 million deposited in these insurance policies and pension funds. These policies are the Company’s assets. However,under employment 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 each applicable employee in orderto secure the employee’s rights upon retirement. The Company is fully relieved from any severance pay liability with respect to each such employee after it makes the payments on behalf of the employee. The liabilityaccrued in respect of these employees and the amounts funded, as of the respective agreement dates, are not reflected in the Company’s balance sheets, as the amounts funded are not under the control and managementof the Company and the pension or severance pay risks have been irrevocably transferred to the applicable 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, up to a maximum amount prescribed by the Code. TheCompany, at its discretion, makes matching contributions equal to the lesser of $3,000 or 4 % of the participant’s annual compensation. For the years ended December 31, 2016, 2015 and 2014, the Company made401(k) Plan contributions of approximately $ 3.8 million, $4.2 million and $2.8 million, respectively.F-40Table of ContentsSTRATASYS LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 15. Earnings per ShareThe following table presents the computation of basic and diluted net loss per share:Year ended December 31, 2016 2015 2014(In thousands, except per share amounts)Numerator:Net loss attributable to Stratasys Ltd.$ (77,219)$ (1,372,835)$ (119,420)Adjustment of redeemable non-controlling interest to redemption amount-(1,800)-Net loss attributable to Stratasys Ltd. for basic loss per share(77,219)(1,374,635)(119,420) Adjustment of deferred payments liability revaluation(830)--Net loss attributable to Stratasys Ltd. for diluted loss per share(78,049)(1,374,635)(119,420) Denominator:Add: Weighted average shares – denominator for basic net loss per share52,33051,59250,019Add: Shares settlement presumed for deferred payments liability252--Denominator for diluted loss per share52,58251,59250,019Net loss per shareBasic$(1.48)$ (26.64)$(2.39)Diluted$(1.48)$ (26.64)$(2.39)The computation of diluted net loss per share for the years ended December 31, 2016, 2015 and 2014 excluded share awards of 3.1 million, 3.8 million and 2.4 million, respectively, because their inclusion wouldhave had an anti-dilutive effect on the diluted net loss per share.F-41Table of ContentsSCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVESYears ended December 31, 2016, 2015, and 2014 (U.S. $ in thousands):COLUMN AColumn BColumn C - AdditionsColumn DColumn EChargedBalances attoCharged toBalancesbeginningcosts andotherat endDescription of period expenses accounts Deductions of periodReserve for bad debts and allowancesYear ended December 31, 2016$ 1,357$ 991$ -$ 661$ 1,687 Year ended December 31, 2015$1,477$514$-$634$1,357 Year ended December 31, 2014$1,987$958$-$1,468$1,477 Valuation allowances on deferred tax assetsYear ended December 31, 2016$152,115$49,261$-$-$201,376 Year ended December 31, 2015$-$152,115$-$-$152,115S-1Table of ContentsITEM 19. EXHIBITS.Please see the exhibit index incorporated herein by reference.101Table 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 its behalf.STRATASYS LTD. /s/ Ilan LevinIlan LevinChief Executive OfficerMarch 9, 2017102Table of ContentsEXHIBIT INDEXExhibitNumberDocument Description1.1 Amended 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 June 27, 2011, by and between Stratasys Ltd. (formerly known as Objet Ltd.) and Ilan Levin (8) 4.5OEM Purchase and License Agreement, effective as of May 5, 2011, by and between Stratasys Ltd. (formerly known as Objet Geometries Ltd.) and Ricoh Printing Systems America, Inc. (9) 4.6Assignment, 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 for creating three-dimensionalobjects (10) 4.7Assignment, 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 three dimensional objects (10) 4.8Assignment, 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.) with respect to a patent applicationfor a process and apparatus of support removal for three-dimensional modeling (10) 4.9Stratasys Ltd. Compensation Policy for Executive Officers and Directors (11) 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 adopted pursuant to Section 906 ofthe 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, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i)Consolidated Balance Sheets at December 31, 2016 and 2015; (ii) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2016, 2015 and 2014; (iii)Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014;and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this InteractiveData File is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, andotherwise is not subject to liability under 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 the registrant’s report of foreignprivate 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 the registrant’s report of foreignprivate 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 10.9 to the registrant’s registration statement on Form F-4, SEC File No. 33-99108) filed with the SEC on June 8, 2012 (9)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# (10)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 (11)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 the registrant’s report of foreignprivate 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 OFINCORPORATIONENTITY OR 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.ChinaExhibit 12.1CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACTI, Ilan Levin, 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 the circumstances under which suchstatements 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 of operations and cash flows of thecompany 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) and 15d-15(e)) and internalcontrol 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 relating to the company, includingits 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 assurance regarding the reliability offinancial 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 and procedures, as of the end of theperiod 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 tomaterially 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 audit committee of thecompany’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’s ability 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 9, 2017/s/ Ilan LevinIlan LevinChief Executive OfficerExhibit 12.2CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACTI, Lilach Payorski, 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 the circumstances under which suchstatements 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 of operations and cash flows of thecompany 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) and 15d-15(e)) and internalcontrol 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 relating to the company, includingits 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 assurance regarding the reliability offinancial 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 and procedures, as of the end of theperiod 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 tomaterially 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 audit committee of thecompany’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’s ability 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 9, 2017/s/ Lilach PayorskiLilach PayorskiChief Financial OfficerExhibit 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, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report ”), we, Ilan Levin, Chief Executive Officer of the Company, and Lilach Payorski, Chief Financial Officer of the Company, certify, pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Securities Exchange Actof 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 9, 2017By /s/ Ilan LevinIlan LevinChief Executive Officer By/s/ Lilach PayorskiLilach PayorskiChief Financial OfficerExhibit 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) of Stratasys Ltd. of our report dated March 9, 2017 relating to the financialstatements, 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 9, 2017Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers International Limited

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