8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 2, 2016

CALGON CARBON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10776	25-0530110
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
3000 GSK Drive
Moon Township, Pennsylvania		15108
(Address of principal		(Zip Code)
executive offices)

Registrant’s telephone number, including area code: (412) 787-6700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

As previously disclosed in the Current Report on Form 8-K filed by Calgon Carbon Corporation (the “Company”) on November 8, 2016 (the “Initial Form 8-K”), on November 2, 2016, the Company completed its acquisition of the Activated Carbon and Filter Aid Business of the Arkema Group (AC&FAB).

This Current Report on Form 8-K/A amends the Initial Form 8-K to include financial statements of the AC&FAB required by Item 9.01(a) of Form 8-K and pro forma financial information related to the acquisition of the AC&FAB required by Item 9.01(b).

Item 9.01.     Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.

The audited financial statements of the AC&FAB required under this Item 9.01(a) are attached hereto as Exhibit 99.1, and the unaudited interim financial statements of the AC&FAB required under this Item 9.01(a) are attached hereto as Exhibit 99.2

(b)  Pro forma financial information.

The pro forma financial information related to the acquisition by the Company of the AC&FAB required under this Item 9.01(b) is attached hereto as Exhibit 99.3.

(d)  Exhibits.

Exhibit Number	Description
23.1	Consent of Ernst & Young Audit
99.1	Audited combined balance sheet of the AC&FAB as of December 31, 2015, and audited combined income statement, statement of other comprehensive income, cash flow statement and statement of changes in equity of the AC&FAB for the year ended December 31, 2015
99.2	Unaudited condensed combined balance sheet of the AC&FAB as of September 30, 2016 and September 30, 2015, unaudited condensed combined income statements, statements of other comprehensive income and cash flow statements of the AC&FAB for the nine months ended September 30, 2016 and 2015, and unaudited condensed combined statement of changes in parent’s net investment attributable to the combined group of the AC&FAB for the nine months ended September 30, 2016 and 2015
99.3	Unaudited pro forma condensed consolidated financial information as of September 30, 2016 and for the nine months ended September 30, 2015 and the year ended December 31, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CALGON CARBON CORPORATION
January 18, 2017	By:	/s/ Robert M. Fortwangler
		Name:  Robert M. Fortwangler
		Title:    Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
23.1	Consent of Ernst & Young Audit
99.1	Audited combined balance sheet of the AC&FAB as of December 31, 2015, and audited combined income statement, statement of other comprehensive income, cash flow statement and statement of changes in equity of the AC&F Business for the year ended December 31, 2015
99.2	Unaudited condensed combined balance sheet of the AC&FAB as of September 30, 2016 and September 30, 2015, unaudited condensed combined income statements, statements of other comprehensive income and cash flow statements of the AC&FAB for the nine months ended September 30, 2016 and 2015, and unaudited condensed combined statement of changes in parent’s net investment attributable to the combined group of the AC&FAB for the nine months ended September 30, 2016 and 2015
99.3	Unaudited pro forma condensed consolidated financial information as of September 30, 2016 and for the nine months ended September 30, 2015 and the year ended December 31, 2015

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EX-23.1

Exhibit 23.1

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-195933 and 333-158462) of Calgon Carbon Corporation of our report dated September 27, 2016, with respect to the combined financial statements of the Activated Carbon and Filter Business of Arkema Company included in this Current Report on Form 8-K/A of Calgon Carbon Corporation.

/s/ Ernst & Young Audit

January 17, 2017

Paris, France

EX-99.1

Exhibit 99.1

Combined financial statements of the Activated Carbon and Filter Aid Business of Arkema December 31, 2015

1	Combined financial statements		2
	1.1	Report of indepedant auditor on the combined Financial Statements	2
	1.2	Combined Income Statement, Statement of Comprehensive Income, Balance Sheet and Statement of Changes in Parent’s Net Investment attribuable to the combined Group as of and for the year ended 31 December 2015	3
	1.3	Notes to the combined Financial Statements	8
	A.	Basis of preparation	8
	B.	Accounting policies	10
	C.	Notes to the combined financial statements	17
	Note 1	Research and development expenses	17
	Note 2	Other expenses	17
	Note 3	Financial expenses	17
	Note 4	Income taxes	18
	Note 5	Intangible assets	19
	Note 6	Property, plant and equipment	20
	Note 7	Other non-current assets	21
	Note 8	Inventories	21
	Note 9	Accounts receivable, other receivables and prepaid expenses	21
	Note 10	Provisions for pensions and other employee benefits	22
	Note 11	Other provisions	23
	Note 12	Net Debt	24
	Note 13	Management of risks related to financial assets and liabilities	24
	Note 14	Accounts payable, other creditors and accrued liabilities	24
	Note 15	Personnel expenses	25
	Note 16	Related parties	25
	Note 17	Information on cash flows	25
	Note 18	Off-balance sheet commitments	26
	Note 19	Subsequent events	26
	D.	Scope of combination at 31 December 2015	27

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1 COMBINED FINANCIAL STATEMENTS

1.1REPORT OF INDEPEDANT AUDITOR ON THE COMBINED FINANCIAL STATEMENTS

CECA S.A.

89, boulevard National

92250 La Garenne Colombes

France

We have audited the accompanying combined financial statements of the Activated Carbon and Filter Aid Business of Arkema, which comprise the combined balance sheet as of December 31, 2015, and the related combined income statement, combined statement of other comprehensive income, combined cash flow statement and combined statement of changes in equity for the year then ended, and the related notes to the combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free of material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Basis for qualified audit opinion

The combined financial statements of the Activated Carbon and Filter Business of Arkema do not include the full comparative financial information as of and for the year ended December 31, 2014 required under IFRS (IAS1.38).

Opinion

In our opinion, except for the effects of the matter described above, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Activated Carbon and Filter Aid Business of Arkema as of December 31, 2015, and the combined results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

September 27, 2016

Paris, France

Ernst & Young Audit

Denis Thibon

Partner

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1.2COMBINED INCOME STATEMENT, STATEMENT OF COMPREHENSIVE INCOME, BALANCE SHEET AND STATEMENT OF CHANGES IN PARENT’S NET INVESTMENT ATTRIBUABLE TO THE COMBINED GROUP AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2015

COMBINED INCOME STATEMENT

(In thousands of euros)	Notes	2015
Sales		93,239
Operating expenses		(76,977	)
Research and development expenses	(C1)	(585	)
Selling and administrative expenses		(7,041	)
Operating income before other expenses		8,636
Other expenses	(C2)	(246	)
Operating income		8,390
Financial expenses	(C3)	(148	)
Income taxes	(C4)	(3,207	)
Net income		5,035
Of which: non-controlling interests		—
Net income - Group share		5,035

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COMBINED STATEMENT OF COMPREHENSIVE INCOME

(In thousands of euros)	Notes	2015
Net income		5,035
Actuarial gains and losses	(C10)	(245	)
Deferred taxes on actuarial gains and losses		84
Total income and expenses recognized directly through parents’ net investments		(161	)
Comprehensive income		4,874
Of which: non-controlling interests		—
Comprehensive income — Group share		—

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COMBINED BALANCE SHEET

(In thousands of euros)	Notes	2015
ASSETS
Intangible assets, net	(C5)	2,886
Property, plant and equipment, net	(C6)	28,581
Financial assets		17
Deferred tax assets	(C4)	2,111
Other non-current assets	(C7)	32
TOTAL NON-CURRENT ASSETS		33,627
Inventories	(C8)	15,808
Accounts receivable	(C9)	17,387
Other receivables and prepaid expenses	(C9)	1,520
Income taxes recoverable		158
Cash and cash equivalents	(C12)	5
TOTAL CURRENT ASSETS		34,878
TOTAL ASSETS		68,505
LIABILITIES AND PARENT’S NET INVESTMENT
Parent’s Net Investment		39,385
Other comprehensive income		297
Total Parent’s Net Investment attributable to the combined Group		39,682
Non-controlling interests		0
TOTAL PARENT’S NET INVESTMENT		39,682
Deferred tax liabilities	(C4)	1,095
Provisions for pensions and other employee benefits	(C10)	4,707
Other provisions	(C11)	1,057
TOTAL NON-CURRENT LIABILITIES		6,859
Accounts payable	(C14)	11,960
Other creditors and accrued liabilities	(C14)	3,278
Income taxes payable		1,369
Current debt	(C12)	5,357
TOTAL CURRENT LIABILITIES		21,964
TOTAL LIABILITIES AND PARENT’S NET INVESTMENT		68,505

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COMBINED CASH FLOW STATEMENT

(In thousands of euros)	Notes	2,015
Net income		5,035
Depreciation, amortization and impairment of assets		6,594
Provisions, valuation allowances and deferred taxes		800
Change in working capital	(C17)	(3,688	)
(Gains)/losses on sales of assets		26
Cash flow from operating activities		8,767
Intangible assets and property, plant, and equipment additions	(C5 & C6)	(6,601	)
Proceeds from sale of intangible assets and property, plant, and equipment		4
Repayment/Increase of long-term loans	(C5 & C6)	68
Cash flow from investing activities		(6,529	)
Dividends paid to parent’s net investment		(900	)
Excess cash transferred to Parent		(1,377	)
Dividends paid to non-controlling interests		—
Current debt increase / (decrease)		41
Cash flow from financing activities	(C12)	(2,236	)
Net increase/(decrease) in cash and cash equivalents		2
CASH AND CASH EQUIVALENTS AT END OF PERIOD		5

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COMBINED STATEMENT OF CHANGES IN PARENT’S NET INVESTMENT ATTRIBUABLE TO THE COMBINED GROUP

(In thousands of euros)	Parent’s net investments		Other comprehensive income		Total parent’s net investments		Non controlling interest	Total parent’s net investments attribuable to the combined group
Cash dividend	(900	)	—		(900	)	—	(900	)
Excess cash transferred to Parent	(1,377	)	—		(1,377	)	—	(1,377	)
Net income	5,035		—		5,035		—	5,035
Other comprehensive income	—		(161	)	(161	)	—	(161	)
At 31 December 2015	39,385		297		39,682		0	39,682

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1.3NOTES TO THE COMBINED FINANCIAL STATEMENTS

A.BASIS OF PREPARATION

General

The Arkema Group (“Arkema Group” or “the Parent”) is a significant player in the global chemical industry and Calgon Carbon Corporation, a global leader in the manufacture, supply, reactivation, and application of activated carbons and the manufacture of ballast water treatment (BWT), ultraviolet (UV) light disinfection, and advanced ion-exchange (IX) technologies.

On July 22, 2016 Arkema and Calgon Carbon Corporation, entered into a definitive asset and share purchase agreement regarding the acquisition by Calgon Carbon Corporation of the Activated Carbon and Filter Aid activity of Arkema (“the Group”).

As requested by Calgon Carbon Corporation, in order to provide insight into the historical performance and financial position of the Group, these Combined Financial Statements have been prepared as of and for the year ended December 31, 2015 and in accordance with IFRS as issued by the IASB. The Arkema Group did not prepare nor include the 2014 comparative combined information in the 2015 combined financial statements that would be required under IAS 1.

Business

The Group is a specialty chemical group manufacturing purification and filtration products primarily for the Beverage,  Pharmacy and Agrofood industries, on a worldwide basis.  Its operations are borne by two legal entities comprised within the Arkema Group (CECA  SA  in  France  and  CECA Italiana in Italy).

Scope

Pursuant to the asset and share agreement entered into on July 15, 2016, Calgon Carbon Corporation is to acquire a combination of assets comprising (i) CECA Italiana shares, as well as (ii) inventories, fixed assets, receivables and payables from or to employees and provisions relating to the Purification and Filtration business carved out from CECA SA French operations. This business is operated by several legal entities within the Arkema Group, mainly CECA SA for French operations, CECA Italiana for Italian operations and some Arkema legal entities ensuring distribution or acting as commercial agent in certain geographies (Arkema GmbH in Germany, Arkema Shanghaï Distribution in China, Arkema Quimica in Spain, Arkema Ltd in the UK, Arkema France).

For the purpose of reflecting the historical performance of the Group in 2015 in the combined financial statements, all receivables and payables relating to the Group operations have been included in the combined financial statements.

However, provision and other liabilities relating to litigations which settlement is to be assumed by Arkema and are therefore not transferred to Calgon Carbon Corporation pursuant to the asset and share purchase agreement are not reflected in the combined financial statements.

Adoption of IFRS

Except for the exclusion of the 2014 comparative information discussed above, the Group has applied IFRS standards effective for the period ended 31 December 2015 presented in these combined financial statements, as if these standards had always been in effect (subject to the mandatory and optional IFRS 1 exemptions discussed below).

The Group has applied certain optional exemptions and certain mandatory exceptions as applicable for first-time IFRS adopters. Estimates made by the Group in preparing its first IFRS financial statements reflect the facts and circumstances at the time such estimates were made. Accordingly, the estimates made by the Group to prepare these Combined Financial Statements and, the carrying-values of the Group’s assets and liabilities are consistent with those made in the historical reporting of financial information to the Parent.

Basis of combination

The list of legal entities and business units included within these Combined Financial Statements, which together form the Group business are listed in Note D. These entities were historically under the common control of Arkema and managed as a single operating business within Arkema Group. However, as these entities did not form a legal group, these financial statements are prepared on a combined basis.

These Combined Financial Statements have been prepared from the consolidated accounting records of Arkema Group and reflect the historical bases of Arkema Group in the assets, liabilities and results of operations of the Group.

All intercompany accounts and transactions between the combined entities have been eliminated on combination. All transactions and balances with the Parent entity or the rest of the Parent’s group are reflected as related party transactions and balances.

Parent’s Net Investment is shown in lieu of ‘Shareholders’ equity’ in these Combined Financial Statements and represents the sum of accumulated capital invested by Arkema Group, accumulated earnings of the Group operations and theoretical equity generated by the carve-out operations.

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For the purpose of the establishment of the Combined Financial Statements:

·Environment tests of the Legnago site; Maintenance costs of the Morgongiori site; Maintenance costs of the Piotello site and One-off external costs in relation with the implementation of a new workshop at Parentis are recorded as “other expenses”.

·The following items have been measured and recorded based on preliminary list of employees transferred :

·CICE tax credit

·Balances relating to employee payables (bonuses, social charges, paid holidays)

·Provisions for retirement indemnities and jubilee have been calculated using Arkema Group actuarial assumptions

·Liability estimated relating to CECA work exemption scheme

·Management fees relating to the following items are not included in the Combined Financial Statements (€323 thousand for CECA Italiana ; N/A for CECA SA since it is an asset deal) :

·Royalties from Arkema’s logo

·Central management fees from Arkema

·Hosting costs of some Arkema subsidiaries (other than the sold perimeter)

·CECA SA’s CEO related costs

·The following elements were estimated based on allocation keys:

·Legal profit sharing (which is calculated based on financial and accounting aggregates derived from CECA SA statutory accounts, in accordance with French law) granted to the employees of CECA SA: this allocation is carried out on an EBIT pro-rata basis, i.e. based on the share of the Business’ EBIT in CECA SA EBIT.

·Non Trade Working Capital requirement and related P&L impacts are based on relevant specific allocation keys (such as but not limited to sales, EBIT and headcounts).

·Dividend: CECA Italiana dividend on 2014 results is supposed to be fully paid to the Parent entity in 2015. CECA France dividend on 2014 results is supposed to be paid as of January 1st, 2015.

The Group has historically operated as part of Arkema Group and not as a separate stand-alone entity. Accordingly, these Combined Financial Statements do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Group operated as a stand-alone entity apart from Arkema Group for the periods presented, and may also not be indicative of the Group’s future performance.

Management believes that the assumptions and allocation methodologies are reasonable; however, they may not be indicative of the actual expenses that would have been incurred had the Group been operating as a separate entity apart from Arkema Group.

Financing

These Combined Financial Statements reflect the cash and debt balances and related interest income and expense historically recorded by the Group legal entity CECA Italy. It includes intercompany debt with the Parent and its other subsidiaries.

In France, the Group operation has not been managed as a separate legal entity and the sold perimeter does not contain any cash nor debt as of January 1st, 2015 and as of December 31st, 2015. The cash generated during the year 2015 by the Group in France is directly transferred in excess cash to Parent entity.

Taxation

In certain jurisdictions, the Group’s operations were included in the same taxable entity as other Parent operations. For the purposes of these Combined Financial Statements, income taxes are presented as if the Group had filed separate tax returns (i.e., separately from the Parent’s operations) in the material jurisdictions in which it operates.

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B.ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Combined Financial Statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated. They are consistent with the accounting principles of Arkema Group. These Combined Financial Statements are prepared according to the historical cost principle.

1-Combination principles

All material transactions between combined companies, and all intercompany profits, have been eliminated.

The Group’s combined financial statements at 31 December 2015 were prepared by Arkema and were approved by Mr. Marc-Antoine Mallet, CEO of CECA SA, on September 26, 2016.

Except for the exclusion of the 2014 comparative information, the Group has applied IFRS standards as issued by the IASB at December 31, 2015.

Full combination

Companies or activities controlled directly or indirectly by the Group are fully combined.

2-New standards, interpretations and amendments applicable as from January 1, 2015

The standards, amendments and interpretations published by the IASB and the IFRS IC (IFRS Interpretations Committee) which were not yet in force for years beginning on or after 1 January 2015 and have not been applied early by the Group, are:

Amendments to IAS 1	Presentation of financial statements
Amendments to IAS 16 and IAS 38	Clarification of acceptable methods of depreciation and amortization
Amendments to IFRS 9 and IFRS 7	Mandatory effective date and transition disclosures
Amendments to IFRS 9	Hedge accounting and amendments to IFRS 9, IFRS 7 and IAS 39
Amendments to IFRS 10 and IAS 28	Sale or contribution of assets between an investor and its associate/joint venture
Amendments to IFRS 11	Accounting for acquisitions of interests in joint operations
Amendments to IFRS 15	Effective Date of IFRS 15: 01/01/2018
IFRS 9	Financial instruments
IFRS 14	Regulatory deferral accounts
IFRS 15	Revenue from contracts with customers
IFRS 16	Leases
	Effective date of Amendments to IFRS 10 and IAS 28
IAS 12	Recognition of Deferred Tax Assets for Unrealised Losses
IAS 7	Disclosure Initiative, Clarification to IFRS 15
IFRS 2	Classification and Measurement of Share Based Payment Transactions
	Annual improvements to IFRS cycle 2012-2014

Preparation of combined financial statements in accordance with IFRS requires Group management to make estimates and retain assumptions that can have an impact on the amounts recognized in assets and liabilities at the balance sheet date, and have a corresponding impact on the income statement. Management made its estimates and determined its assumptions on the basis of past experience and taking into account different factors considered to be reasonable for the valuation of assets and liabilities. Use of different assumptions could have a material effect on these valuations. The main assumptions made by management in preparing the financial statements are those used for measuring the recoverable value of property, plant and equipment and intangible assets, pension benefit obligations, deferred taxes and provisions. The disclosures provided concerning contingent assets and liabilities and off-balance sheet commitments at the date of preparation of the combined financial statements also involve the use of estimates.

The combined financial statements are prepared in accordance with the historical cost convention, except for certain financial assets and liabilities which are recognized at fair value.

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The combined financial statements are presented in thousands of euros, unless otherwise indicated.

The principal accounting policies applied by the Group are presented below.

3-Foreign currency translation

3.1Translation of financial statements of foreign companies

The functional operating currency of foreign companies in the scope of combination is their local currency, in which most of their transactions are denominated. Their balance sheets are translated into euros on the basis of exchange rates at the end of the period; the statements of income and of cash flows are translated using the average exchange rates during the period. Foreign exchange differences resulting from translation of the financial statements of these subsidiaries are recorded either in “Translation adjustments” in parent’s net investment in the combined financial statements for the Group share or in “Non-controlling interests” for the share.

3.2Transactions in foreign currencies

In application of IAS 21 “The effects of changes in foreign exchange rates”, transactions denominated in foreign currencies are translated by the entity carrying out the transaction into its functional currency at the exchange rate applicable on the transaction date. Monetary balance sheet items are restated at the closing exchange rate at the balance sheet date. Gains and losses resulting from translation are recognized in recurring operating income, unless they result from unhedged financing, in which case they are included in the financial result.

4-Goodwill and business combinations

Operations after 1 January 2010

No operation since 1 January 2010.

Operations prior to 31 December 2009

The Group applied IFRS 3. The main points affected by IFRS 3 (revised) are the following:

·Goodwill was calculated as the difference between the purchase price, as increased by related costs, of shares of combined companies and the Group share of the fair value of their net assets and contingent liabilities at the acquisition date;

·for any subsequent acquisition in the same entity, the difference between the acquisition cost and book value of non-controlling interests was included in goodwill;

·price adjustments were included in the cost of the business combination if the adjustment was probable and could be measured reliably;

·contingent liabilities arising from potential obligations were recognized.

5-Intangible assets

Intangible assets principally include goodwill, software and IT licences, customer relations, and capitalized research expenses. Intangible assets are recognized in the balance sheet at their acquisition or production cost, less any accumulated amortization and impairment losses recognized.

Intangible assets other than goodwill and customer relations with indefinite useful lives are amortized on a straight-line basis over 3 to 20 years depending on the pattern according to which the entity envisages using the future economic benefits related to the asset.

The main categories of intangible assets and the amortization periods applied by the Group are as follows:

·Softwares: 3 to 10 years;

·Licences: term of the contract;

·REACH registration fees: protection period of study data;

·Capitalized research expenses: useful life of the project.

5.1Goodwill

Goodwill is not amortized. It is subject to impairment tests as soon as any indicators of potential impairment are identified. Impairment tests are performed at least annually. The methodology used for the performance of impairment tests is described in paragraph B7 “Impairment of long-lived assets”.

Goodwill is measured and recognized as described in note B4 “Goodwill and business combinations”.

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5.2Softwares and IT licences

Software development expenses for the design, programming and test phases are capitalized.

Training costs, expenses related to change management, data transfer and subsequent maintenance costs are recorded as expenses.

5.3Research and development costs

Research costs are recognized in expenses in the period in which they are incurred. Grants received are recognized as a deduction from research costs.

Under IAS 38 “Intangible assets”, development costs are capitalized as soon as the Group can demonstrate, in particular:

·its intention and its financial and technical ability to complete the development project;

·that it is probable that future economic benefits attributable to the development costs will flow to the enterprise, which also implies having successfully completed the main non-toxicity studies relating to the new product; and

·that the cost of the asset can be measured reliably.

Grants received in respect of development activities are recognized as a deduction from capitalized development costs if they have been definitively earned by the Group. The Group also receives public financing in the form of repayable advances for the development of certain projects. Repayment of these advances is generally related to the future revenues generated by the development. The Group recognizes these advances in balance sheet liabilities (in the “Other non-current liabilities” caption) taking account of the probability of their repayment.

5.4REACH

REACH (Registration Evaluation and Authorisation of Chemicals) is a European program for the registration and the evaluation of chemical substance.

As no specific IFRS IC interpretations exist on the subject, the Group applies the following methods based on IAS 38:

·when most of the tests required for preparing the registration file have been acquired from a third party, the Group records an operating right in the intangible assets;

·when most of the expenses involved in preparing the registration file have been carried out internally or outsourced, the Group capitalizes the development costs that meet the requirements for capitalization defined by IAS 38 (see 5.3).

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6-Property, plant & Equipment

6.1Gross value

The gross value of items of property, plant and equipment corresponds to their acquisition or production cost in accordance with IAS 16 “Property, plant & equipment”. Gross value is not subject to revaluation.

Equipment subsidies are deducted directly from the cost of the assets which they financed. With effect from 1 January 2009 and in accordance with the revised version of IAS 23, borrowing costs that are directly attributable to financing tangible assets that necessarily take a substantial period of time to get ready for their intended use or sale are eligible for capitalization as part of the cost of the assets for the portion of the cost incurred over the construction period.

Routine maintenance and repairs are charged to income in the period in which they are incurred. Costs related to major maintenance turnarounds of industrial facilities which take place at intervals greater than 12 months are capitalized at the time they are incurred and depreciated over the period between two such turnarounds.

Fixed assets which are held under finance lease contracts, as defined in IAS 17 “Leases”, which have the effect of transferring substantially all the risks and rewards inherent to ownership of the asset from the lessor to the lessee, are capitalized in assets at their market value or at the discounted value of future lease payments if lower (such assets are depreciated using the methods and useful lives described below). The corresponding lease obligation is recorded as a liability. Leases which do not meet the above definition of finance leases are accounted for as operating leases.

6.2Depreciation

Depreciation is calculated on a straight-line basis on the basis of the acquisition or production cost. Assets are depreciated over their estimated useful lives by category of asset. The principal categories and useful lives are as follows:

·Machinery and tools: 5 - 10 years;

·Transportation equipment: 5 - 20 years;

·Specialized complex installations: 10 - 20 years;

·Buildings: 10 - 30 years.

These useful lives are reviewed annually and modified if expectations change from the previous estimates. Such changes in accounting estimate are accounted for on a prospective basis.

7-Impairment of long-lived assets

The recoverable amount of property, plant and equipment and intangible assets is tested as soon as any indication of impairment is identified. A review to identify if any such indication exists is performed at each year-end. An impairment test is performed at least once a year in respect of goodwill and trademarks with indefinite useful lives.

An asset’s recoverable amount corresponds to the greater of its value in use and its fair value net of costs of disposal.

Tests are performed for each autonomous group of assets, termed Cash Generating Units (CGUs). A CGU is a group of assets whose continued use generates cash flows that are substantially independent of cash flows generated by other groups of assets. They are worldwide business operations, which bring together groups of similar products in strategic, commercial and industrial terms.

The Group is part of the filtration and adsorption CGU of the Arkema Group.

The value in use of a CGU is determined on the basis of the discounted future cash flows that are expected to be generated by the assets in question, based upon Group management’s expectation of future economic and operating conditions over the next 5 years or, when the asset is to be sold, by comparison with its market value. In 2015, the terminal value was determined on the basis of a perpetuity annual growth rate of 1.5% and mid-cycle cash flow. An after-tax rate of 7.5% in 2015 is used to discount future cash flows and the terminal value. Any impairment is calculated as the difference between the recoverable amount and the carrying amount of the CGU. Because of its unusual nature, any such impairment is presented separately in the income statement under the “Other income and expenses” caption. Impairment may be reversed, to the maximum carrying amount that would have been recognized for the asset had the asset not been impaired. Impairment losses on goodwill are irreversible (in application of IFRIC 10, impairment losses on goodwill recognized in previous interim accounting periods cannot be written back).

Sensitivity analyses carried out at 31 December 2015 evaluating the impact of reasonable changes in the basic assumptions, and in particular the impact of a change of plus or minus 1 point in the discount rate and plus or minus 0.5 point in the perpetuity growth rate, have confirmed the carrying amounts of the different CGUs.

8-Financial assets and liabilities

Financial assets and liabilities principally comprise:

·other investments;

·loans and financial receivables included in other non-current assets;

·accounts receivable;

·cash and cash equivalents;

·debt and other financial liabilities (including accounts payable).

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8.1Other investments

These securities are accounted for, in accordance with IAS 39, as available-for-sale assets and are thus recognized at their fair value. In cases where fair value cannot be reliably determined, the securities are recognized at their historical cost. Changes in fair value are recognized directly through parent’s net investments.

If an objective indicator of impairment in the value of a financial asset is identified, an irreversible impairment loss is recognized, in general through recurring operating income. Such impairment is only reversed via income at the date of disposal of the securities.

8.2Loans and financial receivables

These financial assets are recognized at amortized cost. They are subject to impairment tests involving a comparison of their carrying amount to the present value of estimated recoverable future cash flows. These tests are carried out as soon as any indicator inferring that the present value of these assets is lower than their carrying amount is identified. As a minimum such tests are performed at each balance sheet date. Any impairment loss is recognized in recurring operating income.

8.3Accounts receivable

Accounts receivable are initially recognized at their fair value. Subsequent to initial recognition, they are recognized at amortized cost. If required, a bad debt provision is recognized on the basis of the risk of non-recovery of the receivables.

8.4Cash and cash equivalents

Cash and cash equivalents are liquid assets and assets which can be converted into cash within less than 3 months that are subject to a negligible risk of change in value.

8.5Non-current and current debt (including accounts payable)

Non-current and current debt is recognized at amortized cost.

9-Inventories

Inventories are valued in the combined financial statements at the lower of cost and net realizable value, in accordance with IAS 2 “Inventories”. Cost of inventories is generally determined using the weighted average cost (WAC) method.

Cost of manufactured products inventories includes raw material and direct labour costs, and an allocation of production overheads and depreciation based on normal production capacity. Start-up costs and general and administrative costs are excluded from the cost of manufactured products inventories.

The net realizable value is the sale price as estimated for the normal course of business, less estimated costs for completion and sale.

10-Provisions for pensions and other long-term benefits

In accordance with IAS 19 (Revised) “Employee benefits”:

·payments made in the context of defined contribution plans are recognized in expenses of the period;

·obligations in respect of defined benefit plans are recognized and valued using the actuarial projected unit credit method.

Post-employment benefits

For defined benefit plans, the valuation of obligations under the projected unit credit method principally takes into account:

·an assumption concerning the date of retirement;

14

·a discount rate which depends on the geographical region and the duration of the obligations;

·an inflation rate;

·assumptions in respect of future increases in salaries, rates of employee turnover and increases in health costs;

·the most recent mortality statistics for the countries concerned.

Returns on plan assets are in line with discount rates.

Differences which arise between the valuation of obligations and forecasts of such obligations (on the basis of new projections or assumptions) and between forecasts and outcomes of returns on plan assets are termed actuarial gains and losses, and are recorded in other non-recyclable comprehensive income.

When a plan is amended or created, the entire past service cost is immediately recognized in the income statement.

A pension asset may be generated where a defined benefit plan is overfunded. The amount at which such an asset is recognized in the balance sheet may be subject to a ceiling, in application of IAS 19.64 and IFRIC 14.

Other long-term benefits

In respect of other long-term benefits, and in accordance with applicable laws and regulations, provisions are recognized using a simplified method. Thus, if an actuarial valuation using the projected unit cost method is required, actuarial gains and losses and all past service costs are recognized immediately in the provision, with a corresponding entry being recognized to the income statement.

The net expense related to pension benefit obligations and other employee benefit obligations is recognized in recurring operating income, with the exception of:

·the effect of curtailments or settlements of plans, which are presented under the “Other income and expenses” caption in the case of substantial modifications to such plans;

·the net interest expense and the actuarial gains and losses related to changes in the discount rate on other long-term benefits, which are classified within the financial result caption.

11-Other provisions and other non-current liabilities

A provision is recognized when:

·the Group has a legal, regulatory or contractual obligation to a third party resulting from past events. An obligation can also result from Group practices or public commitments that create a reasonable expectation among the third parties in question that the Group will assume certain responsibilities;

·it is certain or probable that the obligation will lead to an outflow of resources to the benefit of the third party;

·its amount can be estimated reliably and corresponds to the best possible estimate of the commitment. In exceptional cases where the amount of the obligation cannot be measured with sufficient reliability, disclosure is made in the notes to the financial statements in respect of the obligation.

When it is expected that the Group will obtain partial or total reimbursement of the cost that was provided against, the expected reimbursement is recognized in receivables if, and only if, the Group is virtually certain of the receipt.

Legal expenses required for defence of the Group’s interests are covered by a provision when significant.

Long-term provisions, other than provisions for pensions and post-employment benefit obligations, are not inflation-indexed or discounted as the Group considers that the impact of such adjustments would not be significant.

The current (less than one year) portion of provisions is maintained within the “Other provisions and other non-current liabilities” caption.

12-Recognition of sales

Sales are measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Sales are recognized on transfer to the purchaser of the risks and rewards related to ownership of the goods, which is determined mainly on the basis of the terms and conditions of the sales contracts.

13-Income taxes

13.1Current taxes

Current taxes are the amount of income taxes that the Group expects to pay in respect of taxable profits of combined companies in the period. They also include adjustments to current taxes in respect of prior periods.

The French Finance Act for 2010 introduced the local tax named CET (Contribution Economique Territoriale). One of its components is the contribution based on companies’ value added (Cotisation sur la Valeur Ajoutée des Entreprises — CVAE). After analyzing the

15

methods for determining this contribution in the light of the positions of the IFRS IC and France’s Accounting Standards Authority ANC (Autorité des Normes Comptables) in late 2009, the Group considered that in this specific case, the contribution meets the requirements to be treated as a current tax under IAS 12. The CVAE is therefore classified under “Income taxes” from 1 January 2010.

13.2Deferred taxes

The Group uses the liability method whereby deferred taxes are recognized based upon the temporary differences between the financial statement and tax basis of assets and liabilities, as well as on tax loss carry forwards and other tax credits, in accordance with IAS 12 “Income taxes”.

Deferred tax assets and liabilities are valued at the tax rates that are expected to apply in the year in which the asset will be realized or the liability settled, on the basis of tax rates (and tax legislation) that have been enacted or virtually enacted at the balance sheet date. The effect of any changes in tax rates is recognized in income for the period, unless it relates to items that were previously debited or credited through equity. Deferred tax assets and liabilities are not discounted.

Deferred tax assets are recognized to the extent that their recovery is probable. In order to assess the likelihood of recovery of such assets, account is notably taken of the profitability outlook determined by the Group and historical taxable profits or losses.

A deferred tax liability is recognized for all taxable temporary differences related to investments in subsidiaries, associates and joint ventures, unless:

·the Group controls the timing of the reversal of the temporary difference, and

·it is probable that this difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset if a legally enforceable right to offset current tax assets and liabilities exists and if they relate to income taxes levied by the same tax authority.

14-Cash flow statements

Cash flows in foreign currencies are translated into euros using the average exchange rates of each period. Cash flow statements exclude foreign exchange differences arising from the translation into euros of assets and liabilities recognized in balance sheets denominated in foreign currencies at the end of the period (except for cash and cash equivalents). In consequence, cash flows cannot be recalculated on the basis of the amounts shown in the balance sheet.

15-Main accounting and financial indicators

The main performance indicators used are as follows:

·Operating income: this includes all income and expenses other than financial result, equity in income of affiliates and income taxes;

·Other expenses: these correspond to a limited number of items of expense of a particularly material nature that the Group presents separately in its income statement in order to facilitate understanding of its recurring operational performance.

·Operating income before other expenses: this is calculated as the difference between operating income and other income and expenses as previously defined;

·Working capital: this corresponds to the difference between inventories, accounts receivable, other receivables and prepaid expenses, income tax receivables and other current financial assets on the one hand and accounts payable, other creditors and accrued liabilities, income tax liabilities and other current financial liabilities on the other hand. These items are classified in current assets and liabilities in the consolidated balance sheet;

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C.NOTES TO THE COMBINED FINANCIAL STATEMENTS

NOTE 1RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses are reported net of subsidies. They amount to €585 thousand in 2015 and comprise salaries, purchases, depreciation and amortization.

NOTE 2OTHER EXPENSES

Other expenses amount to €246 thousand in 2015 and comprise one-off items regarding maintenance and capex on sites.

NOTE 3FINANCIAL EXPENSES

Financial result includes the cost of debt, and interest cost related to provisions for pensions and employee benefits.

(In thousands of euros)	2015
Cost of debt	(44	)
Financial income/expenses on provisions for pensions and employee benefits	(72	)
Other	(32	)
FINANCIAL EXPENSES	(148	)

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NOTE 4INCOME TAXES

4.1INCOME TAX EXPENSE

The income tax expense is broken down as follows:

(In thousands of euros)	2015
Current income taxes	(2,786	)
Deferred income taxes	(421	)
TOTAL INCOME TAXES	(3,207	)

The income tax expense amounts to €3,207 thousand for 2015 including €147 thousand for the CVAE.

4.2ANALYSIS BY SOURCE OF NET DEFERRED TAX ASSETS (LIABILITIES)

The analysis by source of the net deferred tax assets (liabilities) is as follows:

(In thousands of euros)	Changes recognized in parent’s net investment	Changes recognized in the income statement		31/12/2015
Provisions for pensions and similar benefits	1,200	(192	)	1,008
Other temporarily non-deductible provisions	1,199	(96	)	1,103
Deferred tax assets	2,399	(288	)	2,111
Excess tax over book depreciation	887	125		1,012
Other temporary tax deductions	75	8		83
Deferred tax liabilities	962	133		1,095
NET DEFERRED TAX ASSETS (LIABILITIES)	1,437	(421	)	1,016

Deferred taxes are presented as follows in the balance sheet:

(In thousands of euros)	31/12/2015
Deferred tax assets	2,111
Deferred tax liabilities	1,095
NET DEFERRED TAX ASSETS (LIABILITIES)	1,016

4.3RECONCILIATION BETWEEN INCOME TAX EXPENSE AND PRE-TAX INCOME

(In thousands of euros)	2015
Net income	5,035
Income taxes	(3,207	)
Pre-tax income	8,242
French corporate tax rate	34.43	%
Theoretical tax expense	(2,838	)
Difference between French and foreign income tax rates	98
Permanent differences	(468	)
Other differences	—
INCOME TAX EXPENSE	(3,207	)

The French corporate tax rate includes the standard tax rate (33.33%) and the additional social contribution (3.3%). In view of the Group’s tax position in France, the exceptional additional 10.7% contribution has not been included in calculating the overall income tax rate, which therefore stands at 34.43%.

The net impact of the CVAE is included in permanent differences.

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NOTE 5INTANGIBLE ASSETS

5.1GOODWILL

	31/12/2015
(In thousands of euros)	Gross book value	Accumulated amortization and impairment	Net book value
Goodwill	2,332	0	2,332

The goodwill is related to the acquisition of the Winkelmann entity by CECA Italiana in 2009.

Changes in the net book value of goodwill are as follows:

(In thousands of euros)	2015
Acquisitions	0
Disposals	0
At 31 December	2,332

In 2015, the Group did not recognize any impairment on the Winkelmann goodwill as the carrying amount of CECA Italiana is supported in the context of the disposal of the Activated Carbon and Filter Aid activity of Arkema to Calgon Carbon.

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5.2OTHER INTANGIBLE ASSETS

	31/12/2015
(In thousands of euros)	Gross book value	Accumulated amortization and impairment		Net book value
Customer relations	200	0		200
Software and IT licences	1,565	(1,524	)	41
REACH	453	(139	)	314
TOTAL	2,218	(1,663	)	555

REACH (Registration Evaluation and Authorisation of Chemicals) is a European program for the registration and the evaluation of chemical substance.

Changes in the net book value of intangible assets are as follows:

(In thousands of euros)	2015
Acquisitions	78
Amortization and impairment	(57	)
Disposals	—
Others	3
At 31 December	555

In 2015, the Group did not recognize any impairment on its other intangible assets.

NOTE 6PROPERTY, PLANT AND EQUIPMENT

	31/12/2015
(In thousands of euros)	Gross book value	Accumulated amortization and impairment		Net book value
Land and buildings	28,255	(22,545	)	5,710
Complex industrial facilities	80,864	(64,344	)	16,520
Other property, plant and equipment	28,535	(23,445	)	5,090
Construction in progress	1,261	—		1,261
TOTAL	138,915	(110,334	)	28,581

Changes in the net book value of property, plant and equipment are as follows:

(In thousands of euros)	2015
Acquisitions	6,521
Amortization and impairment	(6,537	)
Disposals	(30	)
Others	(3	)
At 31 December	28,581

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NOTE 7OTHER NON-CURRENT ASSETS

	31/12/2015
(In thousands of euros)	Gross value	Impairment	Net value
Loans and advances	32	0	32
TOTAL	32	0	32

NOTE 8INVENTORIES

(In thousands of euros)	31/12/2015
INVENTORIES (COST)	20,129
Valuation allowance	(4,321	)
INVENTORIES (NET)	15,808
Of which:
Raw materials and supplies	5,320
Finished products	10,488

NOTE 9ACCOUNTS RECEIVABLE, OTHER RECEIVABLES AND PREPAID EXPENSES

At 31 December 2015, accounts receivable net of a bad debt provision amount to €17,387 thousand. Other receivables and prepaid expenses amount to €1,520 thousand at 31 December 2015, including €1,366 thousand of VAT.

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NOTE 10PROVISIONS FOR PENSIONS AND OTHER EMPLOYEE BENEFITS

(In thousands of euros)	2015
Pension obligations	3,368
Post-employment benefits	3,368
Long service awards	1,187
Other long-term benefits	152
Other long-term benefits	1,339
PROVISIONS FOR PENSIONS AND OTHER EMPLOYEE BENEFITS	4,707

In accordance with the laws and practices of each country, the Group participates in employee benefit plans offering retirement and similar coverage, and special termination benefits. These plans provide benefits based on various factors including length of service, salaries, and contributions made to the national bodies responsible for the payment of benefits.

10.1EXPENSE IN THE INCOME STATEMENT

The expense related to defined benefit plans and long service awards is broken down as follows:

	2015
(In thousands of euros)	Pension obligations	Long service awards	Other long-term benefits	Total
Current service cost	144	131	—	275
Interest expense	48	24	—	72
Actuarial gains and losses recognized in combined income	—	65	—	65
(INCOME) / EXPENSE	192	220	—	412

10.2CHANGE IN NET PROVISIONS OVER THE PERIOD

	2015
(In thousands of euros)	Pension obligations		Long service awards		Other long-term benefits		Total
Expense for the year	192		220		—		412
Net benefits paid by the employer	(316	)	(167	)	(110	)	(593	)
Actuarial gains and losses recognized in comprehensive income	(245	)	—		—		(245	)
Net liability / (asset) at end of year	3,368		1,187		152		4,707

10.3PENSIONS AND OTHER EMPLOYEE BENEFITS BY GEOGRAPHICAL AREA

	2015
(In thousands of euros)	France	Italy	Total
Pension obligations	2,927	441	3,368
Long service awards	1,186	—	1,186
Other long-term benefits	152	—	152
TOTAL	4,266	441	4,707

10.4ACTUARIAL ASSUMPTIONS

The main assumptions for pension benefit commitments are as follows:

	France
Discount rate	2	%
Rate of increase in salaries	1.5	%

The discount rate is determined based on indexes covering bonds by AA-rated issuers, with maturities consistent with the duration of the above obligations.

22

A change of plus or minus 0.50 points in the discount rate has the following effects at 31 December 2015:

Pension obligations
(In thousads of euros)	France
Increase of 0.50	(153	)
Decrease of 0.50	166

Long service awards
(In thousads of euros)	France
Increase of 0.50	(49	)
Decrease of 0.50	53

A change of plus or minus 0.50 points in the salary increase rate has the following effects at 31 December 2015:

Pension obligations
(In thousads of euros)	France
Increase of 0.50	165
Decrease of 0.50	(153	)

Long service awards
(In thousads of euros)	France
Increase of 0.50	51
Decrease of 0.50	(48	)

NOTE 11OTHER PROVISIONS

(In thousands of euros)	2015
Increases in provisions	66
Reversals from provisions on use	(15	)
Reversals of unused provisions	—
At 31 December 2015	1,057
Of which less than one year	—
Of which more than one year	1,057

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NOTE 12NET DEBT

(In thousands of euros)	31/12/2015
Current account	5,357
Current debt	5,357
Debt	5,357
Cash and cash equivalents	5
NET DEBT	5,362

The debt is related to the current account with Arkema and is fully denominated in euros.

NOTE 13MANAGEMENT OF RISKS RELATED TO FINANCIAL ASSETS AND LIABILITIES

The Group’s businesses expose it to various risks, including market risks, credit risk and liquidity risk.

13.1FOREIGN CURRENCY RISK

Since most of the purchases and sales of the Group are denominated in Euros, the foreign currency risk is non-significant.

13.2INTEREST RATE RISK

The Group’s debt is borrowed through the current account with the Arkema Group at a variable rate calculated as EONIA + 0.4%

13.3LIQUIDITY RISK

The liquidity risk is carried by the Arkema Group which is financing the Group through the current account.

13.4CREDIT RISK

The Group is potentially exposed to credit risk on its accounts receivable.

Credit risk on accounts receivable is limited because of the large number of its customers and their geographical dispersion. No customer represented more than 5% of Group sales in 2015. The Group’s general policy for managing credit risk involves assessing the solvency of each new customer before entering into business relations: each customer is allocated a credit limit, which constitutes the maximum level of outstandings (receivables plus orders) accepted by the Group, on the basis of the financial information obtained on the customer and the analysis of solvency carried out by the Group. These credit limits are revised regularly and, in any case, every time that a material change occurs in the customer’s financial position. Customers who cannot obtain a credit limit because their financial position is not compatible with the Group’s requirements in terms of solvency only receive deliveries when they have paid for their order.

For several years, the Group has covered its accounts receivable credit risk through a global credit insurance programme. On account of the statistically low bad debt rate experienced by the Group, the rate of cover is significant. Customers with whom the Group wishes to continue commercial relations but which are not covered by this insurance are subject to specific centralized monitoring.

In addition, the Group’s policy for recognizing bad debt provisions in respect of receivables not covered by credit insurance, or the portion of receivables that are not so covered, has two components: receivables are individually provided against as soon as a specific risk of loss (economic and financial difficulties of the customer in question, entry into receivership, etc.) is clearly identified.  The Group may also recognize general provisions for receivables that are overdue for such a period that the Group considers that a statistical risk of loss exists. These periods are adapted depending on the Business Lines and the geographical regions in question.

NOTE 14ACCOUNTS PAYABLE, OTHER CREDITORS AND ACCRUED LIABILITIES

Accounts payable amount to €11,960 thousand at 31 December 2015.

Other creditors and accrued liabilities amount to €3,278 thousand at 31 December 2015 and mainly comprise accrued employees benefits and vacation pay, social contributions and tax liabilities.

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NOTE 15PERSONNEL EXPENSES

Personnel expenses include €18,406 thousand of wages, salaries and social charges.

NOTE 16RELATED PARTIES

The purpose of the present note is to present the transactions that exist between the Group and the Arkema Group.

(In thousands of euros)	2015
Long term financial assets	0
Trade receivables	342
Other receivables	0
Total assets	342
Trade payable	27
Current debt	5,357
Total liabilities	5,384
Sales	455
Costs of Goods Sold	0
Interest paid	(44	)
Dividends paid	(900	)
Excess cash transferred to Parent	(1,377	)

NOTE 17INFORMATION ON CASH FLOWS

Details of the change in working capital are as follows:

(In thousands of euros)	31/12/2015
Inventories	1,710
Accounts receivable	904
Other receivables including income taxes	(459	)
Accounts payable	1,503
Other liabilities including income taxes	30
Change in working capital	3,688

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NOTE 18OFF-BALANCE SHEET COMMITMENTS

The main commitments given are summarized in the table below:

(In thousands of euros)	31/12/2015
Bank guarantees	1,170
Contractual guarantees	869
Bails guarantees	1,941
TOTAL	3,981

No significant commitments received.

NOTE 19SUBSEQUENT EVENTS

The Pioltello site owned by CECA Italiana has been sold to Arkema Srl as at 1 July 2016 for €1.4 million. The gain on the disposal, net of tax, amounts to €0.9 million.

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D.SCOPE OF COMBINATION AT 31 DECEMBER 2015

The percentage of control indicated below also corresponds to the Group’s ownership interest.

Ceca France : purification and filtration business	France	100.00	FC
Ceca Italiana Srl	Italy	100.00	FC

27

EX-99.2

Exhibit 99.2

Unaudited condensed combined financial statements of the Activated Carbon and Filter Aid Business of Arkema September 30, 2016

1	CONDENSED Combined financial statements (UNAUDITED)		2
1.1		REVIEW Report of indepedent auditor on the UNAUDITED condensed combined Financial Statements	2
Report on condensed combined balance sheet as of December 31, 2015			2
1.2		Combined Income Statement, Statement of Comprehensive Income, Balance Sheet and Statement of Changes in Parent’s Net Investment attribuable to the combined Group as of and for the nine months ended 30 SEPTEMBER 2016 (UNAUDITED)	3
1.3		Notes to the condensed combined Financial Statements	8
A.		Basis of preparation	8
B.		Accounting policies	10
C.		Notes to the combined financial statements	11
Note 1		Other Income and expenses	11
Note 2		Income taxes	11
Note 3		Intangible assets	11
Note 4		Property, plant and equipment	12
Note 5		Provisions for pensions and other employee benefits	12
Note 6		Other provisions	13
Note 7		Net Debt	13
Note 9		Off-balance sheet commitments	13
Note 10		Subsequent events	13
D.		Scope of combination at 30 september 2016	14

1

1CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

1.1REVIEW REPORT OF INDEPEDENT AUDITOR ON THE UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS

CECA S.A.

89, boulevard National

92250 La Garenne Colombes

France

We have reviewed the accompanying unaudited condensed interim combined financial statements of the Activated Carbon and Filter Aid Business of Arkema, which comprise the unaudited condensed combined balance sheet as of September 30, 2016, and the related unaudited condensed combined income statement, combined statement of comprehensive income, combined cash flow statement and combined statement of changes in parent’s net investment attributable to the combined Group as of September 30, 2016, and the related notes to the condensed interim combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these condensed interim  combined financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, specifically IAS 34, Interim Financial Information; this responsibility includes the design, implementation and maintenance of internal control sufficient to provide a reasonable basis for  the preparation and fair presentation of interim financial information in accordance with  International Financial Reporting Standards as issued by the International Accounting Standards Board.

Auditors’ Responsibility

Our responsibility is to conduct our review in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements. Accordingly, we do not express such an opinion.

Conclusion

Based on our review, we are not aware of any material modifications that should be made to the condensed interim combined financial statements referred to above for them to be in conformity with IAS 34, Interim Financial Reporting.

Report on condensed combined balance sheet as of December 31, 2015

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the combined balance sheet of the Activated Carbon and Filter Aid Business of Arkema as of December 31, 2015, and the related combined income statement, combined statement of comprehensive income, combined cash flows statement and combineded statement of changes in equity for the year then ended and we expressed a qualified audit opinion on those audited combined financial statements in our report dated September 27, 2016 because the combined financial statements of the Activated Carbon and Filter Business of Arkema did not include the [full] comparative financial information as of and for the year ended December 31, 2014 required under IFRS (IAS1.38). In our opinion, the accompanying condensed combined balance sheet of the Activated Carbon and Filter Aid Business of Arkema as of December 31, 2015, is consistent, in all material respects, with the audited conbined financial statements from which it has been derived.

December 2, 2016

Paris, France

Ernst & Young Audit

Denis Thibon

Partner

2

1.2COMBINED INCOME STATEMENT, STATEMENT OF COMPREHENSIVE INCOME, BALANCE SHEET AND STATEMENT OF CHANGES IN PARENT’S NET INVESTMENT ATTRIBUABLE TO THE COMBINED GROUP AS OF AND FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016 (UNAUDITED)

COMBINED INCOME STATEMENT (UNAUDITED)

(In thousands of euros)	Notes	Nine months ended 30.09.2016		Nine months ended 30.09.2015
Sales		70,716		72,533
Operating expenses		(55,035	)	(59,161	)
Research and development expenses		(386	)	(431	)
Selling and administrative expenses		(5,493	)	(5,326	)
Operating income before other expenses		9,802		7,615
Other income and expenses	(C1)	1,284		(161	)
Operating income		11,086		7,454
Financial expenses		(84	)	(115	)
Income taxes	(C2)	(3,651	)	(2,703	)
Net income		7,351		4,636
Of which: non-controlling interests		—		—
Net income - Group share		7,351		4,636

3

COMBINED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands of euros)	Notes	Nine months ended 30.09.2016		Nine months ended 30.09.2015
Net income		7,351		4,636
Actuarial gains and losses		(268	)	183
Deferred taxes on actuarial gains and losses		92		(63	)
Total income and expenses recognized directly through parents’ net investments		(176	)	120
Comprehensive income		7,175		4,756
Of which: non-controlling interests		—		—
Comprehensive income — Group share		7,175		4,756

4

COMBINED BALANCE SHEET (UNAUDITED)

(In thousands of euros)	Notes	30.09.2016	31.12.2015
ASSETS
Intangible assets, net	(C3)	2,811	2,886
Property, plant and equipment, net	(C4)	28,320	28,581
Financial assets		23	17
Deferred tax assets		2,197	2,111
Other non-current assets		114	32
TOTAL NON-CURRENT ASSETS		33,465	33,627
Inventories		18,296	15,808
Accounts receivable		23,074	17,387
Other receivables and prepaid expenses		1,216	1,520
Income taxes recoverable		76	158
Cash and cash equivalents		5	5
TOTAL CURRENT ASSETS		42,667	34,878
TOTAL ASSETS		76,132	68,505
LIABILITIES AND PARENT’S NET INVESTMENT
Parent’s Net Investment		43,563	39,385
Other comprehensive income		121	297
Total Parent’s Net Investment attributable to the combined Group		43,684	39,682
Non-controlling interests		0	0
TOTAL PARENT’S NET INVESTMENT		43,684	39,682
Deferred tax liabilities		1,446	1,095
Provisions for pensions and other employee benefits		5,547	4,707
Other provisions		955	1,057
TOTAL NON-CURRENT LIABILITIES		7,948	6,859
Accounts payable		12,719	11,960
Other creditors and accrued liabilities		4,615	3,278
Income taxes payable		1,559	1,369
Current debt		5,607	5,357
TOTAL CURRENT LIABILITIES		24,500	21,964
TOTAL LIABILITIES AND PARENT’S NET INVESTMENT		76,132	68,505

5

COMBINED CASH FLOW STATEMENT (UNAUDITED)

(In thousands of euros)	Notes	Nine months ended 30.09.2016		Nine months ended 30.09.2015
Net income		7, 351		4,636
Depreciation, amortization and impairment of assets		4,356		4,144
Provisions, valuation allowances and deferred taxes		1,065		658
Change in working capital		(5,796	)	(6,227	)
(Gains)/losses on sales of assets		(1,316	)	35
Cash flow from operating activities		5,660		3,246
Intangible assets and property, plant, and equipment additions	(C3 & C4)	(4,116	)	(3,837	)
Proceeds from sale of intangible assets and property, plant, and equipment	(C3 & C4)	1,404		4
Repayment/Increase of long-term loans		(82	)	47
Cash flow from investing activities		(2,794	)	(3,786	)
Dividends paid to parent’s net investment		(800	)	—
Current debt increase / (decrease)		250		152
Cash transferred from(/to) parent’s entity		(2,316	)	388
Cash flow from financing activities		(2,866	)	540
Net increase/(decrease) in cash and cash equivalents		0		(1	)
CASH AND CASH EQUIVALENTS AT END OF PERIOD		5		2

6

COMBINED STATEMENT OF CHANGES IN PARENT’S NET INVESTMENT ATTRIBUABLE TO THE COMBINED GROUP (UNAUDITED)

(In thousands of euros)	Parent’s net investments		Other comprehensive income		Total parent’s net investments		Non controlling interest	Total parent’s net investments attribuable to the combined group
At 31 December 2015	39,385		297		39,682		—	39,682
Cash dividend	(800	)	—		(800	)	—	(800	)
Excess cash transferred to Parent	(2,316	)	—		(2,316	)	—	(2,316	)
Net income	7,351		—		7,351		—	7,351
Other comprehensive income			(176	)	(176	)	—	(176	)
Others	(57	)			(57	)		(57	)
At 30 September 2016	43,563		121		43,684		—	43,684

7

1.3NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS

A.BASIS OF PREPARATION

General

The Arkema Group (“Arkema Group” or “the Parent”) is a significant player in the global chemical industry and Calgon Carbon Corporation, a global leader in the manufacture, supply, reactivation, and application of activated carbons and the manufacture of ballast water treatment (BWT), ultraviolet (UV) light disinfection, and advanced ion-exchange (IX) technologies.

On July 22, 2016 Arkema and Calgon Carbon Corporation, entered into a definitive asset and share purchase agreement regarding the acquisition by Calgon Carbon Corporation of the Activated Carbon and Filter Aid activity of Arkema (“the Group”). On November 2, 2016, Arkema and Calgon Carbon Corporation completed the deal.

As requested by Calgon Carbon Corporation, in order to provide insight into the historical performance and financial position of the Group, these Condensed Combined Financial Statements have been prepared as of and for the nine months ended September 30, 2016 and in accordance with IFRS as issued by the IASB.

The Group’s condensed combined financial statements at 30 September 2016 were prepared by Arkema and were approved by Mr. Marc-Antoine Mallet, CEO of CECA SA, on December 1st, 2016.

Business

The Group is a specialty chemical group manufacturing purification and filtration products primarily for the Beverage, Pharmacy and Agrofood industries, on a worldwide basis.  Its operations are borne by two legal entities comprised within the Arkema Group (CECA SA in France and CECA Italiana in Italy).

Scope

Pursuant to the asset and share agreement entered into on July 15, 2016, Calgon Carbon Corporation acquired a combination of assets comprising (i) CECA Italiana shares, as well as (ii) inventories, fixed assets, receivables and payables from or to employees and provisions relating to the Purification and Filtration business carved out from CECA SA French operations. This business is operated by several legal entities within the Arkema Group, mainly CECA SA for French operations, CECA Italiana for Italian operations and some Arkema legal entities ensuring distribution or acting as commercial agent in certain geographies (Arkema GmbH in Germany, Arkema Shanghaï Distribution in China, Arkema Quimica in Spain, Arkema Ltd in the UK, Arkema France).

For the purpose of reflecting the historical performance of the Group in the condensed combined financial statements, all receivables and payables relating to the Group operations have been included in the condensed combined financial statements.

However, provision and other liabilities relating to litigations which settlement is to be assumed by Arkema and are therefore not transferred to Calgon Carbon Corporation pursuant to the asset and share purchase agreement are not reflected in the condensed combined financial statements.

Adoption of IFRS

The condensed combined interim financial statements at September 30 2016 were prepared in compliance with IAS 34 “Interim financial reporting” and established in accordance with the IFRSs (International Financial Reporting Standards) issued by the IASB (International Accounting Standards Board) and IFRSs newly adopted by the European Union at 30 June 2016.

As condensed interim financial statements, they do not incorporate all of the disclosures required in full financial statements and must thus be read in conjunction with the consolidated financial statements for the year ended 31 December 2015.

The Group has applied certain optional exemptions and certain mandatory exceptions as applicable for first-time IFRS adopters. Estimates made by the Group in preparing its first IFRS financial statements reflect the facts and circumstances at the time such estimates were made. Accordingly, the estimates made by the Group to prepare these Condensed Combined Financial Statements and, the carrying-values of the Group’s assets and liabilities are consistent with those made in the historical reporting of financial information to the Parent.

Basis of combination

The list of legal entities and business units included within these Condensed Combined Financial Statements, which together form the Group business are listed in Note D. These entities were historically under the common control of Arkema and managed as a single operating business within Arkema Group. However, as these entities did not form a legal group, these condensed financial statements are prepared on a combined basis.

These Condensed Combined Financial Statements have been prepared from the consolidated accounting records of Arkema Group and reflect the historical bases of Arkema Group in the assets, liabilities and results of operations of the Group.

All intercompany accounts and transactions between the combined entities have been eliminated on combination. All transactions and balances with the Parent entity or the rest of the Parent’s group are reflected as related party transactions and balances.

Parent’s Net Investment is shown in lieu of ‘Shareholders’ equity’ in these Combined Financial Statements and represents the sum of accumulated capital invested by Arkema Group, accumulated earnings of the Group operations and theoretical equity generated by the carve-out operations.

8

For the purpose of the establishment of the Condensed Combined Financial Statements:

·Environment tests of the Legnago site; Maintenance costs of the Morgongiori site; Maintenance costs of the Piotello site and one-off external costs in relation with the implementation of a new workshop at Parentis are recorded as “other expenses”.

·The following items have been measured and recorded based on the list of employees transferred :

·CICE tax credit

·Balances relating to employee payables (bonuses, social charges, paid holidays)

·Provisions for retirement indemnities and jubilee have been calculated using Arkema Group actuarial assumptions

·Liability estimated relating to CECA work exemption scheme

·Management fees relating to the following items are not included in the Condensed Combined Financial Statements (€102 thousand for CECA Italiana ; N/A for CECA SA since it is an asset deal) :

·Royalties from Arkema’s logo

·Central management fees from Arkema

·Hosting costs of some Arkema subsidiaries (other than the sold perimeter)

·CECA SA’s CEO related costs

·The following elements were estimated based on allocation keys:

·Legal profit sharing (which is calculated based on financial and accounting aggregates derived from CECA SA statutory accounts, in accordance with French law) granted to the employees of CECA SA: this allocation is carried out on an EBIT pro-rata basis, i.e. based on the share of the Business’ EBIT in CECA SA EBIT.

·Non Trade Working Capital requirement and related P&L impacts are based on relevant specific allocation keys (such as but not limited to sales, EBIT and headcounts).

·Dividend: CECA Italiana and CECA France dividend on 2015 results are supposed to be fully paid to the Parent entity as at September 30, 2016.

The Group has historically operated as part of Arkema Group and not as a separate stand-alone entity. Accordingly, these Condensed Combined Financial Statements do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Group operated as a stand-alone entity apart from Arkema Group for the periods presented, and may also not be indicative of the Group’s future performance.

Management believes that the assumptions and allocation methodologies are reasonable; however, they may not be indicative of the actual expenses that would have been incurred had the Group been operating as a separate entity apart from Arkema Group.

Financing

These Condensed Combined Financial Statements reflect the cash and debt balances and related interest income and expense historically recorded by the Group legal entity CECA Italy. It includes intercompany debt with the Parent and its other subsidiaries.  In France, the Group operation has not been managed as a separate legal entity and the sold perimeter does not contain any cash nor debt as of September 30, 2016. The cash generated during the nine months ended September 30, 2016 by the Group in France is directly transferred in excess cash to Parent entity.

Taxation

In certain jurisdictions, the Group’s operations were included in the same taxable entity as other Parent operations. For the purposes of these Condensed Combined Financial Statements, income taxes are presented as if the Group had filed separate tax returns (i.e., separately from the Parent’s operations) in the material jurisdictions in which it operates.

9

B.ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Condensed Combined Financial Statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated. They are consistent with the accounting principles of Arkema Group. These Condensed Combined Financial Statements are prepared according to the historical cost principle.

1-Basis of preparation

All material transactions between combined companies, and all intercompany profits, have been eliminated. 

The condensed combined financial statements at 30 September 2016 were prepared in compliance with IAS 34 “Interim financial reporting” and established in accordance with the IFRSs (International Financial Reporting Standards) issued by the IASB (International Accounting  Standards  Board) As condensed combined financial statements, they do not incorporate all of the disclosures required in full financial statements and must thus be read in conjunction with the combined financial statements for the year ended 31 December 2015.

2-New standards, interpretations and amendments applicable

The accounting policies applied in preparing the condensed combined financial statements at 30 September 2016 are identical to those used in the combined financial statements at 31 December 2015.

Thus, the standards, amendments and interpretations published by the IASB and the IFRS IC (IFRS Interpretations Committee) which have not been applied early by the Group, are:

Amendments to IAS 1	Presentation of financial statements
Amendments to IAS 16 and IAS 38	Clarification of acceptable methods of depreciation and amortization
Amendments to IFRS 9 and IFRS 7	Mandatory effective date and transition disclosures
Amendments to IFRS 9	Hedge accounting and amendments to IFRS 9, IFRS 7 and IAS 39
Amendments to IFRS 10 and IAS 28	Sale or contribution of assets between an investor and its associate/joint venture
Amendments to IFRS 11	Accounting for acquisitions of interests in joint operations
Amendments to IFRS 15	Effective Date of IFRS 15: 01/01/2018
IFRS 9	Financial instruments
IFRS 14	Regulatory deferral accounts
IFRS 15	Revenue from contracts with customers
IFRS 16	Leases
	Effective date of Amendments to IFRS 10 and IAS 28
IAS 12	Recognition of Deferred Tax Assets for Unrealised Losses
IAS 7	Disclosure Initiative, Clarification to IFRS 15
IFRS 2	Classification and Measurement of Share Based Payment Transactions
	Annual improvements to IFRS cycle 2012-2014

3-Use of assumptions

Preparation of the condensed combined financial statements in accordance with IFRS requires Group management to make estimates and determine assumptions that can have an impact on the amounts recognized in assets and liabilities at the balance sheet date, and have a corresponding impact on the income statement. Management made its estimates and determined its assumptions on the basis of past experience and taking into account different factors considered to be reasonable for the valuation of assets and liabilities.

Use of different assumptions could have a material effect on these valuations. The main assumptions made by management in preparing the condensed combined financial statements are those used for measuring the recoverable value of property, plant and equipment and intangible assets, pension benefit obligations, deferred taxes and provisions.

10

C.NOTES TO THE COMBINED FINANCIAL STATEMENTS

NOTE 1OTHER INCOME AND EXPENSES

Other income and expenses amount to €1,284 thousand as of 30 September 2016 and comprise :

· The gain on Pioltello site disposal for €1,324 thousand

· one-off items regarding maintenance on sites.

NOTE 2INCOME TAXES

The income tax expense is broken down as follows:

(In thousands of euros)	Nine months  ended 30.09.2016		Nine months  ended 30.09.2015
Current income taxes	(3,391	)	(2,486	)
Deferred income taxes	(260	)	(217	)
TOTAL INCOME TAXES	(3,651	)	(2,703	)

The income tax expense amounts to €3,651 thousand as of 30 September 2016 including €161 thousand for the CVAE.

NOTE 3INTANGIBLE ASSETS

3.1GOODWILL

	30.09.2016
(In thousands of euros)	Gross book value	Accumulated  impairment	Net book value	31.12.2015
Goodwill	2,332	—	2,332	2,332

The goodwill is related to the acquisition of the Winkelmann entity by CECA Italiana in 2009.

As at September 30, 2016, the Group did not recognize any impairment on the Winkelmann goodwill as the carrying amount of CECA Italiana is supported in the context of the disposal of the Activated Carbon and Filter Aid activity of Arkema to Calgon Carbon.

3.2OTHER INTANGIBLE ASSETS

	30.09.2016
(In thousands of euros)	Gross book value	Accumulated  amortization and impairment		Net book value	31.12.2015
Customer relations	200	—		200	200
Software and IT licences	1,565	(1 547	)	18	41
REACH	457	(196	)	261	314
TOTAL	2,222	(1,743	)	479	555

REACH (Registration Evaluation and Authorisation of Chemicals) is a European program for the registration and the evaluation of chemical substance.

As at September 30, 2016, the Group did not recognize any impairment on its other intangible assets.

11

NOTE 4PROPERTY, PLANT AND EQUIPMENT

	30.09.2016
(In thousands of euros)	Gross book value	Accumulated  amortization and  impairment		Net book value	31.12.2015
Land and buildings	18,746	(14,713	)	4,033	5,710
Complex industrial facilities	81,351	(66,355	)	14,996	16,520
Other property, plant and equipment	28,836	(24,365	)	4,471	5,090
Construction in progress	4,820	—		4,820	1,261
TOTAL	133,753	(105,433	)	28,320	28,581

The Pioltello site owned by CECA Italiana has been sold to Arkema Srl as at July 2016 for €1.4 million. The gain on the disposal, net of tax, amounts to €0.9 million.

NOTE 5PROVISIONS FOR PENSIONS AND OTHER EMPLOYEE BENEFITS

(In thousands of euros)	30.09.2016	31.12.2015
Pension obligations	3,731	3,368
Post-employment benefits	3,731	3,368
Long service awards	1,412	1,187
Other long-term benefits	404	152
Other long-term benefits	1,816	1,339
PROVISIONS FOR PENSIONS AND OTHER EMPLOYEE BENEFITS	5,547	4,707

In accordance with the laws and practices of each country, the Group participates in employee benefit plans offering retirement and similar coverage, and special termination benefits. These plans provide benefits based on various factors including length of service, salaries and contributions made to the national bodies responsible for the payment of benefits.

The discount rates used by the Group for pension benefit are as follows:

	Pension obligation - France
At 30 September 2016	1.35	%
At 31 December 2015	2	%

The present value of accumulated defined benefit obligations at the end of 30 September 2016 has been prepared by the Group’s external actuaries, on the basis of June rates.

(In thousands of euros)	Pension obligations		Long service awards		Other long-term benefits	Total
Net liability / (asset) at 31 December 2015	3,368		1,187		152	4,707
Expense for the year	139		82		—	221
Net benefits paid by the employer	(22	)	(41	)	—	(63	)
Actuarial gains and losses recognized in comprehensive income	268		119		252	639
Other	(22	)	65		—	43
Net liability / (asset) at 30 September 2016	3,731		1,412		404	5,547

12

NOTE 6OTHER PROVISIONS

(In thousands of euros)	Total
At 1 January 2016	1,057
Increases in provisions	33
Reversals from provisions on use	(135	)
Reversals of unused provisions	—
At 30 september 2016	955

NOTE 7NET DEBT

(In thousands of euros)	30.09.2016	31.12.2015
Current account	5,607	5,357
Current debt	5,607	5,357
Debt	5,607	5,357
Cash and cash equivalents	5	5
NET DEBT	5,602	5,362

The debt is related to the current account with Arkema and is fully denominated in euros.

NOTE 9OFF-BALANCE SHEET COMMITMENTS

The main commitments given amounts to €4,361 thousand. The amount as of 31 december 2015 was €3,981 thousand.

No significant commitments received.

NOTE 10SUBSEQUENT EVENTS

On November 2, 2016 Arkema completed the disposal of the Activated Carbon and Filter Aid activity to Calgon Carbon Corporation.

13

D.SCOPE OF COMBINATION AT 30 SEPTEMBER 2016

The percentage of control indicated below also corresponds to the Group’s ownership interest.

Ceca France : purification and filtration business	France	100.00	FC
Ceca Italiana Srl	Italy	100.00	FC

14

EX-99.3

Exhibit 99.3

CALGON CARBON CORPORATION

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(Dollars in thousands except per share data)

On November 2, 2016, Calgon Carbon Corporation (the “Company”) acquired the Activated Carbon and Filter Aid Business (“AC&FAB”) of Arkema Group, a foreign entity. AC&FAB is a specialty chemical group manufacturing purification and filtration products primarily for the Beverage, Pharmaceutical and Agrofood industries, on a worldwide basis. The Company completed the acquisition of the AC&FAB for approximately $157.4 million.

The Unaudited Pro Forma Combined Financial Statements (the “Statements”) are based on the Company’s historical consolidated financial statements and the AC&FAB historical combined financial statements as adjusted to give effect to the Company’s acquisition of the AC&FAB and the related financing transactions. The Unaudited Pro Forma Combined Statements of Income for the nine months ended September 30, 2016 and the year ended December 31, 2015 gives effect to these transactions as if they had occurred on January 1, 2015. The Unaudited Pro Forma Combined Balance Sheet as of September 30, 2016 gives effect to these transactions as if they had occurred on September 30, 2016.

The Statements were prepared in accordance with Article 11 of SEC Regulation S-X. The pro forma adjustments, reflecting the completion of the transaction, are based upon the acquisition method of accounting in accordance with generally accepted accounting principles of the United States (“U.S. GAAP”), and upon the assumptions set forth in the notes to the Statements. The assumptions and estimates underlying the unaudited adjustments to the Statements are described in the accompanying notes, which should be read together with the Statements.

The Statements should be read together with the Company’s historical financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form 10-Q for the nine months ended September 30, 2016, and the AC&FAB’s historical combined financial statements included as Exhibits 99.1 and 99.2.

A final determination of the fair values of assets to be acquired and liabilities to be assumed relating to the Company’s acquisition of the AC&FAB may differ materially from preliminary estimates. This final valuation will also be based on the fair value of the actual net tangible and intangible assets of the AC&FAB that exist as of the date of the completion of the acquisition. The final valuation may materially change the allocation of the purchase price, which could materially affect the fair values assigned to the assets and liabilities and could result in a material change to the Statements.

CALGON CARBON CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of September 30, 2016

(Dollars in thousands except per share data)

				Historical
				Adjusted		Effects of the				Effects of the Debt
	Historical Calgon			AC&FAB		Transaction				Financing				Pro Forma
	Carbon Corporation			(Note 3)		(Note 4)				(Note 5)				Combined
Assets
Current assets:
Cash and cash equivalents	$	57,234		$	6	$	(157,425	)	(4a)	$	164,737		(5a)	$	64,552
Receivables (net of allowances of $1,495)	85,739			11,711		—				—				97,450
Revenue recognized in excess of billings on uncompleted contracts	8,430			—		—				—				8,430
Inventories	114,416			20,513		527			(4b)	—				135,456
Deferred income taxes — current	22,205			85		2,333			(4h)	—				24,623
Other current assets	12,534			114		722			(4f)	74			(5b)	13,444
Total current assets	300,558			32,429		(153,843		)		164,811				343,955
Property, plant and equipment, net	307,268			31,501		35,986			(4c)	—				374,755
Intangibles, net	5,044			3,152		31,679			(4d)	—				39,875
Goodwill	25,454			—		46,316			(4e)	—				71,770
Deferred income taxes — long-term	2,678			205		(816		)	(4h)	—				2,067
Other assets	3,502			154		—				365			(5c)	4,021
Total assets	644,504			67,441		(40,678		)		165,176				836,443
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	47,828		$	4,709	$	11,154		(4f)	$	—			$	63,691
Billings in excess of revenue recognized on uncompleted contracts	3,919			—		—				—				3,919
Payroll and benefits payable	11,067			3,376		—				—				14,443
Deferred income taxes — current	—			—		663			(4h)	—				663
Accrued income taxes	1,211			1,198		474			(4h)	(1,119		)	(5d)	1,764
Current portion of long-term debt	7,500			—		—				—				7,500
Total current liabilities	71,525			9,283		12,291				(1,119		)		91,980
Long-term debt	94,794			—		—				165,500			(5e)	260,294
Deferred income taxes — long-term	40,246			370		6,238			(4h)	—			—	46,854
Accrued pension and other liabilities	36,161			7,290		593			(4g)	—				44,044
Total liabilities	242,726			16,943		19,122				164,381				443,172
Stockholders’ equity
Common stock, $.01 par value, 100,000,000 shares authorized, 57,786,052 shares issued	578			—		—				—				578
Additional paid-in capital	184,981			50,362		(50,362		)	(4i)	—				184,981
Retained earnings	410,781			—		(9,302		)	(4i)	795			(5f)	402,274
Treasury stock at cost, 10,780,813 shares	(153,939		)	—		—				—				(153,939		)
Accumulated other comprehensive loss	(40,623		)	136		(136		)	(4i)	—				(40,623		)
Total stockholders’ equity	401,778			50,498		(59,800		)		795				393,271
Total liabilities and and stockholders’ equity	$	644,504		$	67,441	$	(40,678	)		$	165,176			$	836,443

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

CALGON CARBON CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

For the nine months ended September 30, 2016

(Dollars in thousands except per share data)

	Historical			Historical							Effects of
	Calgon			Adjusted			Effects of the				the Debt
	Carbon			AC&FAB			Transaction				Financing				Pro Forma
	Corporation			(Note 3)			(Note 4)				(Note 5)				Combined
Net sales	$	376,766		$	79,219		$	(1,089	)	(4j)	$	—			$	454,896
Cost of products sold (excluding depreciation and amortization)	251,552			55,335			(749		)	(4j)	—				306,138
Depreciation and amortization	27,318			4,880			2,907			(4k)	—				35,105
Selling, general and administrative expenses	63,895			6,153			(2,876		)	(4l)	—				67,172
Research and development expenses	4,074			432			—				—				4,506
	346,839			66,800			(718		)		—				412,921
Income from operations	29,927			12,419			(371		)		—				41,975
Interest income	35			—			—				—				35
Interest expense	(1,099		)	(94		)	—				(2,928		)	(5g)	(4,121		)
Other expense — net	(555		)	—			(4)			(4m)	(37		)	(5h)	(596		)
Income before income tax provision	28,308			12,325			(375		)		(2,965		)		37,293
Income tax provision	8,569			4,090			18			(4n)	(1,119		)	(5i)	11,558
Net income	$	19,739		$	8,235		$	(393	)		$	(1,846	)		$	25,735
Net income per common share
Basic	$	0.39		$	0.16		$	(0.01	)		$	(0.04	)		$	0.50
Diluted	$	0.39		$	0.16		$	(0.01	)		$	(0.04	)		$	0.50
Weighted average shares outstanding, in thousands
Basic	50,260														50,260
Diluted	51,004														51,004

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

CALGON CARBON CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

For the year ended December 31, 2015

(Dollars in thousands except share data)

	Historical			Historical							Effects of the
	Calgon			Adjusted			Effects of the				Debt
	Carbon			AC&FAB			Transaction				Financing				Pro Forma
	Corporation			(Note 3)			(Note 4)				(Note 5)				Combined
Net sales	$	535,004		$	101,350		$	(143	)	(4j)	$	—			$	636,211
Cost of products sold (excluding depreciation and amortization)	343,522			76,382			(245		)	(4j)	—				419,659
Depreciation and amortization	35,453			7,559			3,186			(4k)	—				46,198
Selling, general and administrative expenses	84,810			7,653			(566		)	(4l)	—				91,897
Research and development expenses	6,425			636			—				—				7,061
	470,210			92,230			2,375				—				564,815
Income from operations	64,794			9,120			(2,518		)		—				71,396
Interest income	58			—			—				—				58
Interest expense	(773		)	(161		)	—				(3,904		)	(5g)	(4,838		)
Other expense — net	(693		)	—			(6		)	(4m)	(50		)	(5h)	(749		)
Income before income tax provision	63,386			8,959			(2,524		)		(3,954		)		65,867
Income tax provision	19,923			3,486			(797		)	(4n)	(1,492		)	(5i)	21,120
Net income	$	43,463		$	5,473		$	(1,727	)		$	(2,462	)		$	44,747
Net income per common share
Basic	$	0.84		$	0.11		$	(0.03	)		$	(0.05	)		$	0.87
Diluted	$	0.82		$	0.11		$	(0.03	)		$	(0.05	)		$	0.85
Weighted average shares outstanding, in thousands
Basic	51,902														51,902
Diluted	52,709														52,709

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

CALGON CARBON CORPORATION

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(Dollars in thousands)

1.Basis of Presentation

The Company’s historical financial statements have been adjusted in the Statements to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma combined statements of income, expected to have a continuing impact on the combined results following the business combination.

The business combination was accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the fair value of the AC&FAB assets acquired and liabilities assumed and conformed the accounting policies of the AC&FAB to its own accounting policies.

The Statements do not necessarily reflect what the combined Company’s financial condition or results of operations would have been had the acquisition and related financing transactions occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The Statements do not reflect the realization of any expected cost savings or other synergies from the acquisition of the AC&FAB as a result of restructuring activities and other planned cost savings initiatives following the completion of the business combination.

The Statements have been compiled using the significant accounting policies as set forth in the Company’s audited consolidated financial statements included in its Form 10-K for the fiscal year ended December 31, 2015. The accounting policies of the AC&FAB are similar in most material respects to those of the Company, except for those reclassification adjustments included in Note 3 and Note 4. Adjustments were made to exclude certain of the AC&FAB assets and liabilities that were not acquired by the Company in this acquisition, conform to the Company’s classification of certain assets and liabilities, and translate the Euro amounts into U.S. dollars as set out further in Note 3. Additionally in Note 4, adjustments were made to convert the financial statements of the AC&FAB from International Financial Reporting Standards (“IFRS”) to U.S. GAAP as applied by the Company. Apart from the IFRS to U.S. GAAP adjustments discussed, the Company is not aware of any other differences that would have a material impact on the Statements. Although it is believed that the adjustments to the AC&FAB’s financial statements represent the known material adjustments to conform to U.S. GAAP, the accompanying unaudited pro forma IFRS to U.S. GAAP adjustments are preliminary and are subject to further adjustments as additional information becomes available and as additional analyses are performed.

2.Preliminary purchase price allocation

This preliminary purchase price allocation has been used to prepare the pro forma adjustments in the pro forma balance sheet and statements of income. The Company has performed a preliminary valuation analysis of the fair market value of the AC&FAB assets acquired and liabilities assumed. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment, (2) changes in fair values of inventories (3) changes in allocations to intangible assets such as trade names, technology and customer relationships as well as goodwill, (4) changes for U.S. GAAP adjustments to measure pension liabilities and (5) other changes to assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date (in thousands):

	Total Purchase
	price allocation
Cash and cash equivalents	$	3,826
Receivables (net of allowances)	10,077
Inventories	21,040
Deferred income taxes — current asset	202
Other current assets	954
Property, plant and equipment, net	67,487
Intangibles, net	34,831
Goodwill	44,591
Other assets	179
Accounts payable and accrued liabilities	(5,538		)
Payroll and benefits payable	(4,359		)
Deferred income taxes — current liabilties	(662		)
Accrued income taxes	(581		)
Deferred income taxes — long-term liabilities	(6,608		)
Accrued pension and other liabilities	(8,014		)
Fair value adjustments of net assets acquired	$	157,425

The following discussion summarizes the valuation approaches used by the Company to determine the preliminary fair values of certain assets and liabilities.

Inventories: Inventories acquired include raw materials, work-in-process and finished goods. The fair value of raw materials and work-in-process was determined based on the estimated selling price of the eventual finished inventories, adjusted for expected: (i) costs to complete the manufacturing process; (ii) costs of the selling effort; and (iii) a reasonable profit allowance for the remaining manufacturing and selling effort. The fair value of finished goods was determined based on the estimated selling price, net of selling costs and a reasonable profit margin.

Property, plant and equipment: Property, plant and equipment acquired will be depreciated using the straight-line method over the estimated remaining useful lives ranging from one to twenty seven years based on the Company’s preliminary valuation using Cost and Market Approaches.

Identifiable intangible assets: Identifiable intangible assets acquired include customer relationships, technology, and trademarks and trade names. The fair value of intangible assets was based on the

Company’s preliminary valuation. Valuation approaches used include the Income Approach, Market Approach and Cost Approach.  Estimated useful lives of amortizable intangible assets are based on the time periods during which the intangibles are expected to result in incremental cash flows. Trademarks and trade names are deemed to have indefinite lives.

Goodwill: Goodwill represents the excess of the preliminary acquisition consideration over the estimated fair values of net assets acquired. Goodwill will not be amortized and is not deductible for tax purposes. Goodwill will be tested for impairment at least annually or whenever certain indicators of impairment are present.

Deferred tax assets and liabilities: Deferred income taxes are determined based on the estimated future tax effects of differences between financial statement carrying amounts and the tax bases of existing assets and liabilities.

3.Adjustments to AC&FAB Financial Statements

On November 2, 2016, the Company along with Chemviron France SAS, Calgon Carbon (Suzhou) Co., Ltd. and Chemviron SPRL (collectively, the “Buyers”) entered into an Amendatory Agreement (the “Amendment”) with Arkema France S.A., CECA S.A., Arkema S.R.L. and Arkema Shanghai Distribution Co. Ltd (the “Sellers”) amending certain terms and conditions of that certain Asset and Share Purchase Agreement dated July 25, 2016 (the “Purchase Agreement”) with CECA, S.A., a French société anonyme (“CECA”), Arkema S.r.l, an Italian limited liability company (“Arkema Italy”) and Arkema Shanghai Distribution Co Ltd, a company incorporated under the laws of the People’s Republic of China (“Arkema Shanghai”), and together with CECA and Arkema, (the “Sellers”) providing for the acquisition by the Buyers of the Sellers’ Activated Carbon and Filtration Aid Business. The Amendment was entered into to address the removal of certain immaterial assets from the transaction and accordingly adjust the purchase price. This Purchase Agreement and Amendment were filed as exhibits to the Form 8-K filed by the Company on November 8, 2016. The Purchase Agreement and the Amendment details excluded assets and liabilities related to CECA, S.A. in France.

The historical financial information of the AC&FAB was prepared in accordance with IFRS and presented in Euro. The IFRS to US GAAP adjustments are reflected in the pro forma adjustments discussed in Note 4, while the historical financial information below was adjusted to give effect to other items, including the following:

1)Excluded assets and liabilities not acquired in the acquisition: The Purchase Agreement and the Amendment exclude certain assets and liabilities including accounts receivable, payables and other working capital accounts. In addition, the long-term debt of the AC&FAB was not assumed as part of the acquisition. Although certain assets and liabilities have been excluded from the acquisition, these inputs could be easily replaced or replicated by the Company. As such, all revenue producing activities associated with the AC&FAB business remain substantially the same before and after the business combination.  Therefore, no AC&FAB revenue producing activities have been excluded from the AC&FAB statements of income.

2)Reclassification adjustments: The balance sheet and income statement were revised to conform the presentation of certain financial statement line items to that of the Company. The

reclassification adjustments primarily relate to certain asset and liability line items as well as the reclassification of certain sales and expenses.

3)Foreign currency translation: As the AC&FAB’s functional currency is different from the Company’s functional currency, the Company is required to translate the Euro (EUR) denominated financial statements of the AC&FAB to U.S. dollars (USD) for purposes of preparing pro forma financial statements. The historical balance sheet as of September 30, 2016 was translated from Euro to US dollars using the period end exchange rate of USD/EUR 1.1212 as of September 30, 2016. The statements of income were translated using the average USD/EUR exchange rates of 1.12024 and 1.08699 for the nine months ended September 30, 2016 and year ended December 31, 2015, respectively.

UNAUDITED AC&FAB PRO FORMA BALANCE SHEET

As of September 30, 2016

(in thousands)

	Historical		Historical AC&FAB assets			Historical AC&FAB assets and liabilities		Financial Statement			Historical Adjusted		Historical Adjusted
	AC&FAB		and liabilities not acquired			acquired		Reclassification			AC&FAB		AC&FAB
	I		II			III=I+II		IV			V=III+IV		V (USD)
	Euro		Euro			Euro		Euro			Euro		USD
Assets
Current assets:
Cash and cash equivalents	€	5	€	—		€	5	€	—		€	5	$	6
Receivables (net of allowances)	23,074		12,629			10,445		—			10,445		11,711
Revenue recognized in excess of billings on uncompleted contracts	—		—			—		—			—		—
Inventories	18,296		—			18,296		—			18,296		20,513
Deferred income taxes — current	76		—			76		—			76		85
Other receivables and prepaid expenses	1,216		1,114			102		(102		)	—		—
Other current assets	—		—			—		102			102		114
Total current assets	€	42,667	€	13,743		€	28,924	€	—		€	28,924	$	32,429
Non current assets:
Property, plant and equipment, net	28,320		224			28,096		—			28,096		31,501
Intangibles, net	2,811		—			2,811		—			2,811		3,152
Goodwill	—		—			—		—			—		—
Deferred income taxes — long-term	2,197		2,014			183		—			183		205
Financial assets	23		—			23		(23		)	—		—
Other assets	114		—			114		23			137		154
Total assets	€	76,132	€	15,981		€	60,151	€	—		€	60,151	$	67,441
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities	€	12,719	€	8,519		€	4,200	€	—		€	4,200	$	4,709
Billings in excess of revenue recognized on uncompleted contracts	—		—			—		—			—		—
Payroll and benefits payable	—		—			—		3,011			3,011		3,376
Other creditors and accrued liabilities	4,615		1,604			3,011		(3,011		)	—		—
Accrued income taxes	1,559		490			1,069		—			1,069		1,198
Current portion of long-term debt	5,607		5,607			—		—			—		—
Total current liabilities	€	24,500	€	16,220		€	8,280	€	—		€	8,280	9,283
Non-current liabilities
Long-term debt	—		—			—		—			—		—
Deferred income taxes — long-term	1,446		1,116			330		—			330		370
Other provisions	955		—			955		(955		)	—		—
Accrued pension and other liabilities	5,547		—			5,547		955			6,502		7,290
Total liabilities	€	32,448	€	17,336		€	15,112	€	—		€	15,112	$	16,943
Shareholders’ equity
Common stock, no shares issued	€	—	€	—		€	—	€	—		€	—	$	—
Additional paid in capital	—		—			—		44,918			44,918		50,362
Retained earnings	—		—			—		—			—		—
Treasury stock at cost, zero shares	—		—			—		—			—		—
Parent’s net investment	43,563		(1,355		)	44,918		(44,918		)	—		—
Accumulated other comprehensive loss	121		—			121		—			121		136
Total liabilities and equity	€	76,132	€	15,981		€	60,151	€	—		€	60,151	$	67,441

UNAUDITED AC&FAB PRO FORMA STATEMENT OF INCOME

For the nine months ended September 30, 2016

(in thousands)

	Historical			Historical AC&FAB		Historical AC&FAB			Financial Statement			Historical Adjusted			Historical Adjusted
	AC&FAB			activities not acquired		activities acquired			Reclassification			AC&FAB			AC&FAB
	I			II		III=I+II			IV			V=III+IV			V (USD)
	Euro			Euro		Euro			Euro			Euro			USD
Net sales	€	70,716		€	—	€	70,716		€	—		€	70,716		$	79,219
Cost of products sold (excluding depreciation and amortization)	—			—		—			49,395			49,395			55,335
Depreciation and amortization	—			—		—			4,356			4,356			4,880
Operating expenses	55,035			—		55,035			(55,035		)	—			—
Selling, general and administrative expenses	5,493			—		5,493			—			5,493			6,153
Other expense	(1,284		)	—		(1,284		)	1,284			—			—
Research and development expenses	386			—		386			—			386			432
Income from operations	€	11,086		€	—	€	11,086		€	(0	)	€	11,086		$	12,419
Interest income	—			—		—			—			—			—
Interest expense	—			—		—			(84		)	(84		)	(94		)
Financial expenses	(84		)	—		(84		)	84			—			—
Other expense — net	—			—		—			—			—			—
Income before income tax provision	11,002			—		11,002			(0		)	11,002			12,325
Income tax provision	3,651			—		3,651			(0		)	3,651			4,090
Net income	€	7,351		€	—	€	7,351		€	(0	)	€	7,351		$	8,235

UNAUDITED AC&FAB PRO FORMA STATEMENT OF INCOME

For the year ended December 31, 2015

(in thousands)

	Historical			Historical AC&FAB		Historical AC&FAB			Financial Statement			Historical Adjusted			Historical Adjusted
	AC&FAB			activities not acquired		activities acquired			Reclassification			AC&FAB			AC&FAB
	I			II		III=I+II			IV			V=III+IV			V (USD)
	Euro			Euro		Euro			Euro			Euro			USD
Net sales	€	93,239		€	—	€	93,239		€	—		€	93,239		$	101,350
Cost of products sold (excluding depreciation and amortization)	—			—		—			70,269			70,269			76,382
Depreciation and amortization	—			—		—			6,954			6,954			7,559
Operating expenses	76,977			—		76,977			(76,977		)	—			—
Selling, general and administrative expenses	7,041			—		7,041			—			7,041			7,653
Other expense	246			—		246			(246		)	—			—
Research and development expenses	585			—		585			—			585			636
Income from operations	€	8,390		€	—	€	8,390		€	(0	)	€	8,390		$	9,120
Interest income	—			—		—			—			—			—
Interest expense	—			—		—			(148		)	(148		)	(161		)
Financial expenses	(148		)	—		(148		)	148			—			—
Other expense — net	—			—		—			—			—			—
Income before income tax provision	8,242			—		8,242			(0		)	8,242			8,959
Income tax provision	3,207			—		3,207			(0		)	3,207			3,486
Net income	€	5,035		€	—	€	5,035		€	(0	)	€	5,035		$	5,473

4.Pro forma adjustments related to the acquisition

The pro forma adjustments reflected in the Statements are based on the Company’s preliminary estimates and assumptions that are subject to change. The following adjustments reflect purchase accounting adjustments related to the acquisition, including IFRS to U.S. GAAP adjustments:

Pro Forma Balance Sheet

(a)Represents the payment of consideration upon deal closure of $157.4 million.

(b)Represents the difference between the September 30, 2016 closing book balance and the fair value of the acquired inventory as described in Note 2. The closing book value of inventory was

$20.5 million. A pro forma adjustment of $0.5 million was then recorded to reflect the fair value of $21.0 million.

(c)Represents the difference between the September 30, 2016 closing book balance and the fair value of the acquired property, plant and equipment as described in Note 2. The closing book value of asset was $31.5 million.  A pro forma adjustment of $36.0 million was then recorded to reflect the fair value of $67.5 million.

(d)Represents the difference between the September 30, 2016 closing book balance and the fair value of the acquired intangible assets as described in Note 2. The closing book value of assets was $3.1 million. A pro forma adjustment of $31.7 million was then recorded to reflect the fair value $34.8 million.

(e)Reflects adjustments to remove the AC&FAB’s historical goodwill and then record goodwill of $46.3 million associated with the acquisition. This amount equals the excess of the total purchase price of $157.4 million over the fair value of the identifiable assets and liabilities of $111.1 million.

(f)Other current assets and accounts payable and accrued liabilities reflect adjustments to record an indemnification asset and corresponding indemnification liability of $0.7 million. Accounts payable and accrued liabilities additionally reflect the total transaction costs of $10.4 million that are directly attributable to the acquisition and were incurred after September 30, 2016.

(g)The Company has accounted for the accrued pension and other liabilities using measurements under U.S. GAAP, in comparison with the closing book value, which was measured under IFRS.  The book value at September 30, 2016 was $7.3 million, and when compared with the fair value amount of $7.9 million, a fair value pro forma adjustment of $0.6 million was determined.

(h)Reflects the change in deferred income tax assets and liabilities and accrued income taxes arising from the fair value adjustments of AC&FAB assets and liabilities acquired by the Company, and adjustments relating to the elimination of transaction costs.

(i)Eliminates the historical equity of AC&FAB and reflects transaction expenses that are directly attributable to the acquisition.

Pro Forma Statements of Income

(j)Reflects IFRS to U.S. GAAP adjustments relating to the unaudited condensed combined statements of income as follows:

1.Reflects alignment of the AC&FAB revenue recognition policy to that of the Company by reducing net sales and cost of products sold (excluding depreciation and amortization), which were recognized in advance of delivery of goods under the AC&FAB policy. The adjustment to net sales was a decrease of $0.9 million at September 30, 2016 and the adjustment to cost of products sold (excluding depreciation and amortization) was $0.5 million at September 30, 2016. No adjustment was identified for the year ended December 31, 2015.

2.An adjustment was recorded to reclassify rebates and discounts from cost of products sold (excluding depreciation and amortization) to net sales. The adjustment was $0.2 million for the nine months ended September 30, 2016 and $0.1 million for the year ended December 31, 2015.

3.Reflects pension service cost adjustments reducing cost of products sold (excluding depreciation and amortization) by $34 thousand for the nine months ended September 30, 2016 and $102 thousand for the year ended December 31, 2015.

(k)Represents adjustments to depreciation and amortization resulting from the acquisition of the AC&FAB property, plant and equipment, as follows (in thousands):

	Nine months ended			Year ended December
	September 30, 2016			31, 2015
Estimated depreciation and amortization expense	$	7,787		$	10,383
Historical depreciation and amortization expense	(4,880		)	(7,559		)
Historical impairment charge that is not removed	—			362
Pro forma adjustments to depreciation expense	$	2,907		$	3,186

(l)Represents transaction costs included in historical financial statements of $2.9 million for the nine months ended September 30, 2016 and $0.6 million for the year ended December 31, 2015. As the transaction related costs are nonrecurring, they have been removed from the unaudited pro forma statements of income.

(m)Represents adjustments to accretion expense of $22 thousand for the nine months ended September 30, 2016 and $28 thousand for the year ended December 31, 2015 resulting from the acquisition of the AC&FAB asset retirement obligations. To reflect the pension measurement under U.S. GAAP, pension interest expense was identified as a decrease to other expense — net of $18 thousand for the nine months ended September 30, 2016 and $22 thousand for the year ended December 31, 2015.

(n)Adjustment to income tax provision due to the pro forma adjustments using the applicable statutory rates in France, Italy and the United States.

5.Pro forma Adjustments related to the financing transactions

The Company completed the acquisition of the AC&FAB for approximately $157.4 million in cash. On October 4, 2016, the Company refinanced existing debt (“Refinanced Term Loan” and “Refinanced Revolver”) by drawing $100 million on the Refinanced Term Loan and paying off the existing Term Loan balance of $67.5 million and the existing Revolver balance of $27.0 million.  The Company financed the purchase of the acquiree by drawing $160 million from the Refinanced Revolver on October 24, 2016. The effects of the debt financing adjustments are based on the Company’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma combined financial information:

Pro Forma Balance Sheet

(a)Represents the borrowing of $100 million on the Refinanced Term Loan and $160 million on the Refinanced Revolver for use in the refinancing and acquisition of the AC&FAB.  In addition, this represents the repayment of the existing Term Loan balance of $67.5 million and the repayment of the existing Revolver balance of $27.0 million. Additional adjustments reducing cash were made to reflect financing fees of $0.8 million, incurred in line with these financing activities.

(b)Reflects recording of a current portion of deferred financing costs of $117 thousand related to the Refinanced Term Loan and Refinanced Revolver. This amount is partially offset by the write-off of previously deferred financing costs of $43 thousand related to the former Term Loan.

(c)Reflects recording long-term portion of deferred financing costs of $0.5 million related to the Refinanced Term Loan and Refinanced Revolver. This is partially offset by the write-off of previously deferred financing costs of $0.1 million related to the former Term Loan.

(d)To record the change in accrued income taxes of $1.1 million, arising from the effects of the debt financing by the Company.

(e)Represents the borrowing of $100 million on the Refinanced Term Loan and $160 million on the Refinanced Revolver for use in the refinancing and the acquisition of the AC&FAB.  In addition, this represents the $67.5 million repayment of the former Term Loan balance and the $27.0 million repayment of the former Revolver balance.

(f)Represents the impact to equity as a result of the refinancing.

Pro Forma Statements of Income

(g)Represents the increase to interest expense due to the corresponding increase in debt from the refinancing to fund the acquisition. The incremental increase interest expense is $2.9 million and $3.9 million for the nine months ended September 30, 2016 and year ended December 31, 2015, respectively.

Additionally, the Refinanced Term loan and Refinanced Revolver are variable rate debt. Due to the variable rate financing, the Company completed a sensitivity analysis to increase and decrease the interest rate by 1/8% to determine the impact on the financial statements. This change would result in change to interest expense of approximately $0.2 million for the nine months ended September 30, 2016 and approximately $0.3 million for the year ended December 31, 2015.

(h)Represents the amortization of deferred financing costs totaling $37 thousand for the nine months ended September 30, 2016 and $50 thousand for the year ended December 31, 2015.

(i)Adjustment to income tax provision due to the effects of the debt financing, using the applicable statutory rates in France, Italy and the United States.