10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10‑Q

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

For the quarterly period ended June 30, 2015

OR

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

For the transition period from ____________to____________

Commission File No. 001-34220

__________________________

3D SYSTEMS CORPORATION

(Exact name of Registrant as specified in its Charter)

____________________________________________

DELAWARE	95‑4431352
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
333 THREE D SYSTEMS CIRCLE ROCK HILL, SOUTH CAROLINA	29730
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code): (803) 326‑3900

__________________________

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if smaller reporting company)	Smaller reporting company	☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Shares of Common Stock, par value $0.001, outstanding as of July 29, 2015:  111,998,183

1

3D SYSTEMS CORPORATION

Quarterly Report on Form 10-Q for the

Quarter Ended June 30, 2015

TABLE OF CONTENTS

PART I. — FINANCIAL INFORMATION
Item 1.  Financial Statements.	3
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	33
Item 4.  Controls and Procedures.	34
PART II — OTHER INFORMATION
Item 1.  Legal Proceedings.	35
Item 1A.  Risk Factors.	35
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	35
Item 6.  Exhibits.	35
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

2

PART I. — FINANCIAL INFORMATION

Item 1.  Financial Statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,		December 31,
(in thousands, except par value)	2015		2014
ASSETS
Current assets:
Cash and cash equivalents	$	171,217	$	284,862
Accounts receivable, net of allowance for doubtful accounts of $15,559 (2015) and $10,300 (2014)		149,492		168,441
Inventories, net		130,735		96,645
Prepaid expenses and other current assets		29,237		15,769
Current deferred income tax asset		22,099		14,973
Total current assets		502,780		580,690
Property and equipment, net		86,984		81,881
Intangible assets, net		287,486		251,561
Goodwill		627,131		589,537
Long term deferred income tax asset		705		816
Other assets, net		20,867		21,485
Total assets	$	1,525,953	$	1,525,970
LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and capitalized lease obligations	$	528	$	684
Accounts payable		63,687		64,378
Accrued and other liabilities		45,364		44,219
Customer deposits		7,636		6,946
Deferred revenue		39,575		32,264
Total current liabilities		156,790		148,491
Long term portion of capitalized lease obligations		8,486		8,905
Long term deferred income tax liability		31,153		30,679
Other liabilities		33,503		34,898
Total liabilities		229,932		222,973
Redeemable noncontrolling interests		8,872		8,872
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; issued 112,325 (2015) and 112,233 (2014)		112		112
Additional paid-in capital		1,266,862		1,245,462
Treasury stock, at cost: 342 shares (2015) and 709 shares (2014)		(235)		(374)
Accumulated earnings		45,247		72,124
Accumulated other comprehensive loss		(30,384)		(24,406)
Total 3D Systems Corporation stockholders' equity		1,281,602		1,292,918
Noncontrolling interests		5,547		1,207
Total stockholders’ equity		1,287,149		1,294,125
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	1,525,953	$	1,525,970

See accompanying notes to condensed consolidated financial statements

3

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2015		2014		2015		2014
Revenue:
Products	$	104,577	$	99,984	$	204,399	$	201,178
Services		65,927		51,528		126,827		98,092
Total revenue		170,504		151,512		331,226		299,270
Cost of sales:
Products		57,484		51,232		107,960		98,048
Services		31,393		27,882		62,655		53,352
Total cost of sales		88,877		79,114		170,615		151,400
Gross profit		81,627		72,398		160,611		147,870
Operating expenses:
Selling, general and administrative		79,738		50,322		154,030		99,042
Research and development		25,731		17,714		47,947		34,949
Total operating expenses		105,469		68,036		201,977		133,991
Income (loss) from operations		(23,842)		4,362		(41,366)		13,879
Interest and other expense, net		89		1,476		2,656		2,524
Income (loss) before income taxes		(23,931)		2,886		(44,022)		11,355
Provision (benefit) for income taxes		(10,096)		694		(17,039)		4,253
Net income (loss)		(13,835)		2,192		(26,983)		7,102
Less net income (loss) attributable to noncontrolling interests		(139)		67		(106)		100
Net income (loss) attributable to 3D Systems Corporation	$	(13,696)	$	2,125	$	(26,877)	$	7,002
Net income (loss) per share available to 3D Systems Corporation common stockholders — basic and diluted	$	(0.12)	$	0.02	$	(0.24)	$	0.07
Other comprehensive income (loss):
Pension adjustments, net of taxes	$	(3)	$	26	$	262	$	45
Foreign currency translation gain (loss)		13,011		1,621		(7,946)		1,634
Other comprehensive income (loss)		13,008		1,647		(7,684)		1,679
Less foreign currency translation gain (loss) attributable to noncontrolling interests		(1,581)		(24)		(1,706)		2
Other comprehensive income (loss) attributable to 3D Systems Corporation		14,589		1,671		(5,978)		1,677
Comprehensive income (loss)		(827)		3,839		(34,667)		8,781
Less comprehensive income (loss) attributable to noncontrolling interests		(1,720)		43		(1,812)		102
Comprehensive income (loss) attributable to 3D Systems Corporation	$	893	$	3,796	$	(32,855)	$	8,679

See accompanying notes to condensed consolidated financial statements

4

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
(in thousands)		2015		2014
Cash flows from operating activities:
Net income (loss)	$	(26,983)	$	7,102
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Benefit of deferred income taxes		(14,773)		(13,249)
Depreciation and amortization		41,895		24,390
Non-cash interest on convertible notes		—		193
Provision for bad debts		5,135		3,141
Provision for obsolete inventory		3,657		2,712
Stock-based compensation		20,050		15,638
Loss on the disposition of property and equipment		711		296
Changes in operating accounts:
Accounts receivable		25,899		(7,013)
Inventories		(37,774)		(18,423)
Prepaid expenses and other current assets		(13,332)		(6,630)
Accounts payable		(3,827)		12,983
Accrued and other liabilities		(11,393)		(3,029)
Customer deposits		678		1,818
Deferred revenue		2,411		1,544
Other operating assets and liabilities		1,293		(2,143)
Net cash provided by (used in) operating activities		(6,353)		19,330
Cash flows from investing activities:
Purchases of property and equipment		(12,196)		(8,965)
Additions to license and patent costs		(560)		(382)
Cash paid for acquisitions, net of cash assumed		(91,799)		(53,526)
Other investing activities		(1,750)		(300)
Net cash used in investing activities		(106,305)		(63,173)
Cash flows from financing activities:
Tax benefits from share-based payment arrangements		547		6,368
Proceeds from issuance of common stock		—		299,749
Proceeds from acceptance of restricted stock, net		942		1,437
Repayment of capital lease obligations		(526)		(88)
Net cash provided by financing activities		963		307,466
Effect of exchange rate changes on cash		(1,950)		323
Net increase (decrease) in cash and cash equivalents		(113,645)		263,946
Cash and cash equivalents at the beginning of the period		284,862		306,316
Cash and cash equivalents at the end of the period	$	171,217	$	570,262
Cash interest payments	$	283	$	608
Cash income tax payments		8,552		9,594
Transfer of equipment from inventory to property and equipment, net (a)		4,403		5,454
Transfer of equipment to inventory from property and equipment, net (b)		3,923		3,447
Stock issued for acquisitions of businesses		—		20,250

^(a) Inventory is transferred from inventory to property and equipment at cost when the Company requires additional machines for training or demonstration or for placement into Quickparts’ locations.

^(b) In general, an asset is transferred from property and equipment, net into inventory at its net book value when the Company has identified a potential sale for a used machine.

See accompanying notes to condensed consolidated financial statements

5

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

	Common Stock					Treasury Stock
(In thousands, except par value)	Shares	Par Value $0.001		Additional Paid In Capital		Shares	Amount		Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)			Total 3D Systems Corporation Stockholders' Equity		Equity Attributable to Noncontrolling Interests		Total Stockholders' Equity
Balance at December 31, 2014	112,233	$	112	$	1,245,462	709	$	(374)	$	72,124	$	(24,406)		$	1,292,918	$	1,207	$	1,294,125
Tax benefits from share-based payment arrangements	—		—		547	—		—		—		—			547		—		547
Issuance (repurchase) of restricted stock, net	92		—		803	(367)		139		—		—			942		—		942
Stock-based compensation expense	—		—		20,050	—		—		—		—			20,050		—		20,050
Net income (loss)	—		—		—	—		—		(26,877)		—			(26,877)		(106)		(26,983)
Noncontrolling interests for business combinations	—		—		—	—		—		—		—			—		6,152		6,152
Pension adjustment	—		—		—	—		—		—		262			262		—		262
Foreign currency translation adjustment	—		—		—	—		—		—		(6,240)			(6,240)		(1,706)		(7,946)
Balance at June 30, 2015	112,325	$	112	$	1,266,862	342	$	(235)	$	45,247	$	(30,384)	(a)	$	1,281,602	$	5,547	$	1,287,149

^(a) Accumulated other comprehensive loss of $30,384 consists of foreign currency translation loss of $28,435 and a cumulative unrealized pension loss of $1,949.

See accompanying notes to condensed consolidated financial statements.

6

3D SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of 3D Systems Corporation and its subsidiaries (collectively, the “Company”). All significant intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2014.

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the quarter and six months endedJune 30, 2015 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates and assumptions.

Certain prior period amounts presented in the condensed consolidated financial statements and accompanying footnotes have been reclassified to conform to current year presentation.

All amounts presented in the accompanying footnotes are presented in thousands, except for per share information.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its consolidated balance sheets.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-11 on its consolidated balance sheets.

No other new accounting pronouncements, issued or effective during the second quarter of 2015, have had or are expected to have a significant impact on the Company’s consolidated financial statements.

7

(2) Acquisitions

The Company completed three acquisitions in the second quarter of 2015, which are discussed below.

On April 2, 2015, the Company acquired 65% of the equity interests in Wuxi Easyway Model Design and Manufacture Co. Ltd. (“Easyway”), a manufacturing service bureau and distributor of 3D printing and scanning products in China. The fair value of the consideration paid for this acquisition, net of cash acquired, was $11,265, all of which was paid in cash. Also, upon the final determination of the net working capital adjustment, up to $1,500 of additional cash consideration could be payable.  Under the terms of the agreement, the Company has an option to acquire the remainder of the equity interests in Easyway between the third and fifth anniversary of the closing. The operations of Easyway have been integrated into the Company and revenue is included in products and services. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes the second quarter 2015 acquisitions. Factors considered in determination of goodwill include synergies, vertical integration and strategic fit for the Company.

On June 16, 2015, the Company acquired certain assets of STEAMtrax, LLC (“STEAMtrax”), acurricula provider. The fair value of the consideration paid for this acquisition, net of cash acquired, was $2,550, all of which was paid in cash. The operations of STEAMtrax have been integrated into the Company and revenue will be included in products and services.  The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes the second quarter 2015 acquisitions. Factors considered in determination of goodwill include synergies, vertical integration and strategic fit for the Company.

On June 17, 2015, the Company acquired certain assets of NOQUO INC. (“Noquo”), a software provider. The fair value of the consideration paid for this acquisition, net of cash acquired, was $651,  which was paid with cash and the cancellation of a note. The operations of Noquohave been integrated into the Company and revenue will be included in services. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes the second quarter 2015 acquisitions. Factors considered in determination of goodwill include synergies, vertical integration and strategic fit for the Company.

The acquisitions completed in the second quarterare not material relative to the Company’s assets or operating results; therefore, no proforma financial information is provided.

The Company’s purchase price allocations for the acquired companiesare preliminary and subject to revision as more detailed analyses are completed and additional information about the fair value of assets and liabilities becomes available. The amounts related to the acquisitions are allocated to the assets acquired and the liabilities assumed and are included in the Company’s unaudited condensed consolidated balance sheet at June 30, 2015 as follows:

(in thousands)	2015
Fixed assets	$	1,218
Other intangible assets, net		6,366
Goodwill		7,192
Other assets, net of cash acquired		5,409
Liabilities		(5,719)
Net assets acquired	$	14,466

(3)  Inventories

Components of inventories, net as ofJune 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014
Raw materials	$	60,579	$	46,850
Work in process		2,332		2,304
Finished goods and parts		67,824		47,491
Inventories, net	$	130,735	$	96,645

8

(4)  Property and Equipment

Property and equipment as ofJune 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014		Useful Life (in years)
Land	$	903	$	541	N/A
Building		10,960		9,370	25
Machinery and equipment		99,074		84,443	3-7
Capitalized software		3,949		3,693	3-5
Office furniture and equipment		4,743		3,478	3-5
Leasehold improvements		14,870		12,447	Life of lease (a)
Rental equipment		509		557	5
Construction in progress		12,917		20,082	N/A
Total property and equipment		147,925		134,611
Less: Accumulated depreciation and amortization		(60,941)		(52,730)
Total property and equipment, net	$	86,984	$	81,881

^(a) Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful lives and (ii) the estimated or contractual life of the related lease.

For the quarter and six months ended June 30, 2015, depreciation and amortization expense on property and equipment was $4,691 and $9,400, respectively, compared to $3,456 and $6,492, respectively, for the quarter and six months ended June 30, 2014.

(5)  Intangible Assets

Intangible assets other than goodwill as of June 30, 2015 and December 31, 2014 were as follows:

	2015						2014
(in thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		Useful Life (in years)	Weighted Average Useful Life Remaining (in years)
Intangible assets with finite lives:
Licenses	$	5,875	$	(5,875)	$	—	$	5,875	$	(5,875)	$	—	N/A	N/A
Patent costs		21,304		(7,906)		13,398		20,733		(7,369)		13,364	5-20	3
Acquired technology		74,096		(24,427)		49,669		57,383		(18,241)		39,142	3-10	4
Internally developed software		9,072		(6,238)		2,834		9,073		(5,517)		3,556	1-8	<1
Customer relationships		193,015		(47,426)		145,589		157,139		(36,975)		120,164	3-11	2
Non-compete agreements		35,526		(14,301)		21,225		35,469		(11,784)		23,685	3-11	3
Trade names		29,881		(5,890)		23,991		21,800		(4,455)		17,345	2-10	5
Other		41,690		(10,910)		30,780		39,100		(6,905)		32,195	4-10	1
Intangible assets with indefinite lives:
Trademarks		—		—		—		2,110		—		2,110	N/A	N/A
Total intangible assets	$	410,459	$	(122,973)	$	287,486	$	348,682	$	(97,121)	$	251,561	1-20	4

For the quarter and six months ended June 30, 2015, the Company capitalized $357 and $560, respectively, of costs incurred to internally develop and extend patents in the United States and various other countries, compared to $172 and $382, respectively, for the quarter and six months ended June 30, 2014.

For the quarter and six months ended June 30, 2015, amortization expense on intangible assets was $17,481 and $31,997, respectively, compared to $8,211 and 17,414, respectively, for the quarter and six months ended June 30, 2014.

For the years ended 2015, 2016, 2017, 2018, and 2019, annual amortization expense on intangible assets is expected to be $61,040,  $54,704,  $47,189,  $39,046 and $28,471, respectively.

9

(6)  Accrued and Other Liabilities

Accrued liabilities as ofJune 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014
Compensation and benefits	$	22,000	$	20,726
Vendor accruals		14,431		10,451
Accrued professional fees		1,267		532
Accrued taxes		2,794		8,577
Royalties payable		1,214		1,796
Accrued interest		116		43
Accrued earnouts related to acquisitions		277		185
Accrued other		3,265		1,909
Total	$	45,364	$	44,219

Other liabilities as ofJune 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014
Defined benefit pension obligation	$	6,452	$	7,062
Long term tax liability		3,084		2,029
Long term earnouts related to acquisitions		9,305		8,970
Long term deferred revenue		7,673		7,627
Other long term liabilities		6,989		9,210
Total	$	33,503	$	34,898

(7)  Hedging Activities and Financial Instruments

The Company conducts business in various countries using both the functional currencies of those countries and other currencies to effect cross border transactions. As a result, the Company is subject to the risk that fluctuations in foreign exchange rates between the dates that those transactions are entered into and their respective settlement dates will result in a foreign exchange gain or loss. When practicable, the Company endeavors to match assets and liabilities in the same currency on its balance sheet and those of its subsidiaries in order to reduce these risks. When appropriate, the Company enters into foreign currency contracts to hedge exposures arising from those transactions. The Company has elected not to prepare and maintain the documentation to qualify for hedge accounting treatment under Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging,” and therefore, all gains and losses (realized or unrealized) are recognized in "Interest and other expense, net”  in the condensed consolidated statements of operations and comprehensive income (loss). Depending on their fair value at the end of the reporting period, derivatives are recorded either in prepaid expenses and other current assets or in accrued liabilities on the condensed consolidated balance sheet.

There were no foreign currency contracts outstanding as of June 30, 2015 or December 31, 2014. 

For the quarter and six months ended June 30, 2015, the condensed consolidated statements of operations include a foreign currency transaction gain of $428 and a loss of $1,767, respectively, compared to foreign currency transaction losses of $1,140 and $1,345, respectively, for the quarter and six months ended June 30, 2014.

For the quarter and six months ended June 30, 2015, the total impact of foreign currency translation on accumulated other comprehensive income (loss) reflects a gain of $14,592 and a loss of $6,240, respectively, compared to gains of $1,645 and $1,632, respectively, for the quarter and six months ended June 30, 2014.

10

(8) Borrowings

Credit Facility

On October 10, 2014, the Company and certain of its subsidiaries entered into a $150,000five-year revolving, unsecured credit facility (the “Credit Agreement”) with PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner, HSBC Bank USA, N.A., as Syndication Agent, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement comprises a revolving loan facility that provides for advances in the initial aggregate principal amount of up to $150,000 (the “Credit Facility”).  Subject to certain terms and conditions contained in the Credit Agreement, the Company may, at its option, request an increase in the aggregate principal amount available under the Credit Facility by an additional $75,000.  The Credit Agreement includes provisions for the issuance of letters of credit and swingline loans.

The Credit Agreement is guaranteed by certain of the Company’s material domestic subsidiaries (the “Guarantors”). From time to time, the Company may be required to cause additional material domestic subsidiaries to become Guarantors under the Credit Agreement.

Generally, amounts outstanding under the Credit Facility bear interest, at the Company’s option, at either the Base Rate or the LIBOR Rate, in each case, plus an applicable margin.  Base Rate advances bear interest at a rate per annum equal to the sum of (i) the highest of (A) the Administrative Agent’s prime rate, (B) the Federal Funds Open Rate plus 0.5% or (C) the Daily LIBOR Rate for a one month interest period plus 1%, and (ii) an applicable margin that ranges from 0.25% to 0.50% based upon the Company’s consolidated total leverage ratio. LIBOR Rate advances bear interest at a rate based upon the London interbank offered rate for the applicable interest period, plus an applicable margin that ranges from 1.25% to 1.50% based upon the Company’s consolidated total leverage ratio. Under the terms of the Credit Agreement, (i) accrued interest on each loan bearing interest at the Base Rate is payable quarterly in arrears and (ii) accrued interest on each loan bearing interest at the LIBOR Rate is payable in arrears on the earlier of (A) quarterly and (B) the last day of each applicable interest payment date for each loan. The Credit Facility is scheduled to mature on October 10, 2019, at which time all amounts outstanding thereunder will be due and payable.

The Company is required to pay certain fees in connection with the Credit Facility, including a quarterly commitment fee equal to the product of the amount of the average daily available revolving commitments under the Credit Agreement multiplied by a percentage that ranges from 0.20% to 0.25% depending upon the Company’s leverage ratio, as well as customary administrative fees.

The Credit Agreement contains customary representations, warranties, covenants and default provisions for a Credit Facility of this type, including, but not limited to, financial covenants, limitations on liens and the incurrence of debt, covenants to preserve corporate existence and comply with laws and covenants regarding the use of proceeds of the Credit Facility. The financial covenants include a maximum consolidated total leverage ratio, which is the ratio of consolidated total funded indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation and amortization expense), as defined in the Credit Agreement, of 3.00 to 1.00, and a minimum interest coverage ratio, which is the ratio of Consolidated EBITDA to cash interest expense, of 3.50 to 1.00.  The Company is only required to be in compliance with the financial covenants as of the end of any fiscal quarter in which there are any loans outstanding at any time during such fiscal quarter.

Thepayment of dividends on the Company’s common stock is restricted under provisions of the Credit Facility, which limits the amount of cash dividends that the Company may pay in any one fiscal year to $30,000. The Company currently does not pay, and has not paid, any dividends on its common stock, and currently intends to retain any future earnings for use in its business. 

There was no outstanding balance on the Credit Facility as of June 30, 2015 or December 31, 2014.

Capitalized Lease Obligations

The Company’s capitalized lease obligations primarily includes a lease agreement that was entered into during 2006 with respect to the Company’s corporate headquarters located in Rock Hill, SC. Capitalized lease obligations decreased to $8,996 at June 30, 2015 from $9,434 at December 31, 2014, primarily due to the normal scheduled timing of payments.

Other debt

In connection with its acquisition of LayerWise in the third quarter of 2014, the Company assumed a portion of LayerWise’s outstanding bank debt, consisting of revolving credit facilities and term loans. The term loans bear interest at rates ranging from 1.34% to 5.40% as of June 30, 2015. The outstanding balance on the term loans was $18 and $127 as of June 30, 2015 and December 31, 2014, respectively. There were no borrowings outstanding under the revolving credit facilities as of June 30, 2015 or December 31, 2014. There is a 0.125% commitment fee on the unused portion of the facilities.

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(9)  Stock-based Compensation Plans

Effective May 19, 2004, the Company adopted its 2004 Incentive Stock Plan, as further amended and restated on February 3, 2015 (the “2004 Stock Plan”) and its 2004 Restricted Stock Plan for Non-Employee Directors (the “2004 Director Plan”). On May 19, 2015, the Company’s stockholders approved the 2015 Incentive Plan of 3D Systems Corporation (the “2015 Plan”, together with the 2004 Stock Plan, the “Incentive Plans”).

The 2015 Plan authorizes awards of restricted stock, restricted stock units, stock appreciation rights, cash incentive awards and the grant of options to purchase the Company’s common stock. The 2015 Plan also designates measures that may be used for performance awards.

The maximum number of shares of common stock reserved for issuance under the 2015 Plan is 6,300. Generally, each restricted stock award or restricted stock unit award is made with a vesting period of three years to five years from the date of grant.

The purpose of the 2015 Plan is to provide an incentive that permits the persons responsible for the Company’s growth to share directly in that growth and to better align their interests with the interests of the Company’s stockholders. Any person who is an employee or director of or consultant to the Company, or a subsidiary or an affiliate of the Company, is eligible to be considered for the grant of performance awards pursuant to the 2015 Plan. The 2015 Plan is administered by the Compensation Committee of the Board of Directors or a subcommittee thereof, which, pursuant to the provisions of the 2015 Plan, has the authority to determine recipients of awards under that plan, the number of shares to be covered by such awards and the terms and conditions of each award. Notwithstanding the foregoing, only the full Board of Directors may grant and administer awards under the 2015 Plan to non-employee directors.  The 2015 Plan may be amended, altered or discontinued at the sole discretion of the Board of Directors at any time.

The Company records stock-based compensation expense in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). Stock-based compensation expense for the quarter and six months ended June 30, 2015 and 2014 was as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Restricted stock awards	$	9,721	$	8,362	$	20,050	$	15,638

The number of shares and units of restricted common stock awarded and the weighted average fair value per share and unit for the quarter and six months ended June 30, 2015 and 2014 were as follows:

	Quarter Ended June 30,
	2015			2014
(in thousands, except per share amounts)	Number of Shares/Units	Weighted Average Fair Value		Number of Shares/Units	Weighted Average Fair Value
Restricted stock awards:
Granted under the Incentive Plans, non-executive employees	226	$	22.68	143	$	50.31
Granted under the Incentive Plans, executive officers	25		22.61	—		—
Granted under the 2004 Director Plan, non-employee directors	24		22.61	17		49.26
Total restricted stock awards	275	$	22.67	160	$	50.20
	Six Months Ended June 30,
	2015			2014
(in thousands, except per share amounts)	Number of Shares/Units	Weighted Average Fair Value		Number of Shares/Units	Weighted Average Fair Value
Restricted stock awards:
Granted under the Incentive Plans, non-executive employees	439	$	25.86	346	$	68.42
Granted under the Incentive Plans, executive officers	85		27.50	30		75.76
Granted under the 2004 Director Plan, non-employee directors	24		22.61	17		49.26
Total restricted stock awards	548	$	26.00	393	$	68.15

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For the quarter and six months ended June 30, 2015, the Company recorded $543 of stock compensation expense related to non-employee directors, compared to $849 for the quarter and six months ended June 30, 2014.

As of June 30, 2015 and 2014, shares or units under awards that remained subject to acceptance were 248 and 138, respectively.

(10)  International Retirement Plan

The following table shows the components of net periodic benefit costs and other amounts recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the quarter and six months endedJune 30, 2015 and 2014:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Service cost	$	49	$	43	$	96	$	88
Interest cost		66		60		128		122
Total	$	115	$	103	$	224	$	210

(11)  Earnings (Loss) Per Share

The Company presents basic and diluted earnings (loss) per share (“EPS”) amounts. Basic EPS is calculated by dividing net income (loss) attributable to 3D Systems Corporation available to common stockholders by the weighted average number of common shares outstanding during the applicable period. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of common and common equivalent shares outstanding during the applicable period.

The following table reconciles basic weighted average outstanding shares to diluted weighted average outstanding for the quarter and six months ended June 30, 2015 and 2014:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2015		2014		2015		2014
Numerator for basic and diluted net earnings per share:
Net income (loss) attributable to 3D Systems Corporation	$	(13,696)	$	2,125	$	(26,877)	$	7,002
Denominator for basic and diluted net earnings per share:
Weighted average shares		112,017		106,407		111,875		104,985
Earnings (loss) per share, basic and diluted	$	(0.12)	$	0.02	$	(0.24)	$	0.07
Interest expense excluded from diluted earnings per share calculation (a)	$	—	$	206	$	—	$	362
5.50% Convertible notes shares excluded from diluted earnings per share calculation (a)		—		876		—		876
Restricted stock units excluded from diluted earnings per share calculation (b)		40		—		37		—

^(a) Average outstanding diluted earnings (loss) per share calculation excludes shares that may be issued upon conversion of the outstanding senior convertible notes since the effect of their inclusion would have been anti-dilutive.

^(b) Average outstanding diluted earnings (loss) per share calculation excludes restricted stock units since the effect of their inclusion would have been anti-dilutive.

(12)  Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs that may be used to measure fair value:

· Level 1 - Quoted prices in active markets for identical assets or liabilities;

· Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

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· Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

For the Company, the above standard applies to cash equivalents and redeemable noncontrolling interests. The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements as of June 30, 2015
(in thousands)		Level 1		Level 2		Level 3		Total
Description
Cash equivalents (a)	$	63,656	$	—	$	—	$	63,656
Redeemable noncontrolling interests (b)	$	—	$	—	$	8,872	$	8,872

^(a) Cash equivalents include funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in the consolidated balance sheet.

^(b) Redeemable noncontrolling interests represents a put option that owners of interests in a certain subsidiary have the right, in certain circumstances, to require the Company to acquire either a portion of, or all of, the remaining ownership interests held by them. The Company determines the fair value of the redeemable noncontrolling interests based on unobservable inputs considering the assumptions that market participants would make in pricing the obligation. Given the significance of the unobservable inputs, the valuations are classified in level 3 of the fair value hierarchy. See Note 15.

The Company did not have any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the quarter and six months ended June 30, 2015.

In addition to the financial assets included in the above table, certain of our non-financial assets and liabilities are to be initially measured at fair value on a non-recurring basis. This includes items such as non-financial assets and liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods) and non-financial, long-lived assets measured at fair value for an impairment assessment. In general, non-financial assets and liabilities including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when impairment is recognized. The Company has not recorded any impairments related to such assets and has had no other significant non-financial assets or non-financial liabilities requiring adjustments or write-downs to fair value as of June 30, 2015 or December 31, 2014.

(13)  Income Taxes

For the quarter and six months ended June 30, 2015, the Company’s effective tax rate was42.2% and 38.7%, respectively, compared to 24.0% and 37.5%, respectively, for the quarter and six months ended June 30, 2014.

The Company has not provided for any taxes on the unremitted earnings of its foreign subsidiaries, as the Company intends to permanently reinvest all such earnings outside of the U.S. We believe a calculation of the deferred tax liability associated with these undistributed earnings is impracticable.

Tax years 2011 through 2014 remain subject to examination by the U.S. Internal Revenue Service. The Company has utilized U.S. loss carryforwards causing the years 1997 to 2007 to be subject to examination. The Company files income tax returns (which are open to examination beginning in the year shown in parentheses) in Australia (2009), Belgium (2010), Brazil (2014), China (2010), France (2011), Germany (2011), India (2012), Israel (2010), Italy (2009), Japan (2008), Korea (2009), Mexico (2014), Netherlands (2007), Switzerland (2008), the United Kingdom (2009) and Uruguay (2014).

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(14)  Segment Information

The Company operates in one reportable business segment. The Company conducts its business through subsidiaries in the United States, a subsidiary in Israel that operates a research and production facility and sales and service offices, a subsidiary in Switzerland that operates a research and production facility, subsidiaries in France and Brazil that operate production facilities and sales and service offices, and other subsidiaries that operate sales and service offices in Europe (Belgium, Germany, the United Kingdom, Italy and the Netherlands), Israel and in the Asia Pacific region (Australia, China, India, Japan and Korea). The Company has historically disclosed summarized financial information for the geographic areas of operations as if they were segments in accordance with ASC 280, “Segment Reporting.” Financial information concerning the Company’s geographical locations is based on the location of the selling entity. Such summarized financial information concerning the Company’s geographical operations is shown in the following tables:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Revenue from unaffiliated customers:
Americas	$	90,396	$	78,895	$	176,658	$	146,927
Germany		21,345		19,562		42,595		43,387
Other EMEA		30,958		22,453		58,412		46,192
Asia Pacific		27,805		30,602		53,561		62,764
Total  revenue	$	170,504	$	151,512	$	331,226	$	299,270
	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Revenue by class of product and service:
Products	$	68,176	$	61,948	$	130,891	$	122,701
Materials		36,401		38,036		73,508		78,477
Services		65,927		51,528		126,827		98,092
Total revenue	$	170,504	$	151,512	$	331,226	$	299,270

	Quarter Ended June 30, 2015
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	840	$	9,676	$	5,366	$	3,469	$	19,351
Germany		206		—		1,089		—		1,295
Other EMEA		16,399		881		719		3,745		21,744
Asia Pacific		804		—		5		584		1,393
Total	$	18,249	$	10,557	$	7,179	$	7,798	$	43,783
	Quarter Ended June 30, 2014
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	—	$	9,925	$	4,710	$	3,450	$	18,085
Germany		446		—		1,350		—		1,796
Other EMEA		10,932		548		676		891		13,047
Asia Pacific		331		(15)		—		521		837
Total	$	11,709	$	10,458	$	6,736	$	4,862	$	33,765

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	Six Months Ended June 30, 2015
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	1,320	$	19,810	$	11,203	$	8,442	$	40,775
Germany		206		—		1,893		—		2,099
Other EMEA		31,314		1,535		1,583		4,391		38,823
Asia Pacific		1,430		—		18		1,342		2,790
Total	$	34,270	$	21,345	$	14,697	$	14,175	$	84,487
	Six Months Ended June 30, 2014
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	—	$	20,862	$	9,657	$	5,796	$	36,315
Germany		855		—		2,828		—		3,683
Other EMEA		20,975		1,878		1,008		1,446		25,307
Asia Pacific		813		(15)		—		1,203		2,001
Total	$	22,643	$	22,725	$	13,493	$	8,445	$	67,306

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Income (loss) from operations:
Americas	$	(29,186)	$	(7,036)	$	(52,292)	$	(9,066)
Germany		(548)		451		1,292		648
Other EMEA		(938)		2,124		(2,273)		4,525
Asia Pacific		7,342		9,455		12,926		18,522
Subtotal		(23,330)		4,994		(40,347)		14,629
Inter-segment elimination		(512)		(632)		(1,019)		(750)
Total	$	(23,842)	$	4,362	$	(41,366)	$	13,879

	June 30,		December 31,
(in thousands)	2015		2014
Assets:
Americas	$	958,813	$	1,018,113
Germany		56,051		47,524
Other EMEA		412,414		382,259
Asia Pacific		98,675		78,074
Total	$	1,525,953	$	1,525,970

	June 30,		December 31,
(in thousands)	2015		2014
Cash and cash equivalents:
Americas	$	124,534	$	245,219
Germany		9,873		6,640
Other EMEA		20,286		15,556
Asia Pacific		16,524		17,447
Total	$	171,217	$	284,862

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(15)  Commitments and Contingencies

The Company leases office space and certain furniture and fixtures under various non-cancelable operating leases. For the quarter and six months ended June 30, 2015, rent expense under operating leases was $3,408 and $6,612, respectively, compared to $2,598 and $4,910, respectively, for the quarter and six months ended, June 30, 2014.

As of June 30, 2015 and December 31, 2014, the Company had supply commitments on printer assemblies that totaled $63,849 and $56,620, respectively.

Certain of the Company’s acquisitions contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. As of the June 30, 2015 and December 31, 2014, the total liabilities recorded for these earnouts were $9,582 and $9,155, respectively.

Put Options

Owners of interests in a certain subsidiary have the right in certain circumstances to require the Company to acquire either a portion of or all of the remaining ownership interests held by them. The owners’ ability to exercise any such “put option” right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise. In addition, these rights cannot be exercised prior to a specified exercise date. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts in 2019.

Management estimates, assuming that the subsidiary owned by the Company at June 30, 2015, performs over the relevant future periods at their forecasted earnings levels, that these rights, if exercised, could require the Company, in future periods, to pay approximately $8,872 to the owners of such rights to acquire such ownership interests in the relevant subsidiary. This amount has been recorded as redeemable noncontrolling interests on the balance sheet at June 30, 2015 and December 31, 2014. The ultimate amount payable relating to this transaction will vary because it is dependent on the future results of operations of the subject business.

The following table presents changes in the redeemable noncontrolling interest for the six months ended June 30, 2015 and year ended December 31, 2014:

(in thousands)	2015		2014
Beginning balance	$	8,872	$	—
Changes in redemption value		—		8,550
Currency translation adjustments		—		322
Ending balance	$	8,872	$	8,872

Litigation

The Company and certain of its executive officers have been named as defendants in two putative stockholder class action lawsuits filed in the United States District Court for the District of South Carolina on June 12, 2015 and June 23, 2015.  The lawsuits are styled City of Bristol Pension Fund v. 3D Systems Corporation, et al., Case No. 0:15-cv-02393-MGL (D.S.C.) and Joshua Romano v. 3D Systems Corporation, et al., Case No. 0:15-cv-02518-MGL (D.S.C.).  The complaints are substantially identical and allege that defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions and that the officers are control persons under Section 20(a) of the Exchange Act.   The complaints are filed on behalf of stockholders who purchased shares of the Company’s common stock between October 29, 2013, and October 22, 2014 and seek monetary damages on behalf of the purported class.

On July 27, 2015, a related derivative complaint was filed by a purported Company stockholder against certain of the Company’s executive officers and members of its Board of Directors in the Court of Common Pleas for the 16th Judicial Circuit, County of York, South Carolina, styled Steyn v. Reichental, et al., Case No. 2015-CP-4602225. The action was brought derivatively on behalf of the Company, which is also named as a nominal defendant. The complaint alleges claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment and seeks, among other things, monetary damages and certain corporate governance actions.

The Company believes the claims alleged in the putative stockholder class action lawsuits and the derivative lawsuit are without merit and intends to defend the Company and its officers and directors vigorously.

The Company is involved in various other legal matters incidental to its business. Although the Company cannot predict the results of litigation with certainty, the Company believes that the disposition of these legal matters will not have a material adverse effect on our consolidated results of operations or consolidated financial position.

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Indemnification

In the normal course of business the Company periodically enters into agreements to indemnify customers or suppliers against claims of intellectual property infringement made by first parties arising from the use of the Company’s products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

To the extent permitted under Delaware law, the Company indemnifies directors and officers for certain events or occurrences while the director or officer is, or was, serving at the Company’s request in such capacity, subject to limited exceptions. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is unlimited; however, the Company has directors and officers insurance coverage that may enable the Company to recover future amounts paid, subject to a deductible and the policy limits. There is no assurance that the policy limits will be sufficient to cover all damages, if any.

(16)  Accumulated Other Comprehensive Income (Loss)

The changes in the balances of accumulated other comprehensive income (loss) by component are as follows:

(in thousands)	Foreign currency translation adjustment		Defined benefit pension plan			Total
Balance at December 31, 2014	$	(22,195)	$	(2,211)	$	(24,406)
Other comprehensive income (loss)		(6,240)		262		(5,978)
Balance at June 30, 2015	$	(28,435)	$	(1,949)	$	(30,384)

The amounts presented above are included in other comprehensive income (loss) and are net of taxes. For additional information about foreign currency translation, see Note 7. For additional information about the pension plan, see Note 10.

(17)  Noncontrolling Interests

As of June 30, 2015, the Company owned approximately 95% of the capital and voting rights of Phenix Systems, a global provider of direct metal 3D printers. Phenix Systems was acquired on July 15, 2013.

As of June 30, 2015, the Company owned approximately 70% of the capital and voting rights of Robtec, a  service bureau and distributor of 3D printing and scanning products. Robtec was acquired on November 25, 2014.

As of June 30, 2015, the Company owned approximately 65% of the capital and voting rights of Easyway, a manufacturing service bureau and distributor of 3D printing and scanning products in China. Easyway was acquired on April 2, 2015. See Note 2.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”).

We are subject to a number of risks and uncertainties that may affect our future performance that are discussed in greater detail in the sections entitled “Forward-Looking Statements” and “Cautionary Statements and Risk Factors” at the end of this Item 2 and that are discussed or referred to in Item 1A of Part II of this Form 10-Q.

Business Overview

We provide advanced and comprehensive 3D digital design and fabrication solutions, including 3D printers, print materials and cloud-sourced custom parts. Our ecosystem empowers professionals and consumers to bring their ideas to life using our vast material selection, including plastics, metals, ceramics and edibles. Our personalized medicine capabilities include end-to-end simulation, training and planning, and printing of surgical instruments and devices for personalized surgery and patient specific medical and dental devices. Our democratized 3D digital design, fabrication and inspection products provide seamless interoperability and incorporate immersive computing technologies.  We believe our products and services disrupt traditional methods, deliver improved results and empower our customers to manufacture the future now.

Recent Developments

In April, we acquired 65% of the equity interests in Wuxi Easyway Model Design and Manufacture Co. Ltd. (“Easyway”), a manufacturing service bureau and distributor of 3D printing and scanning products in China. Easyway brings us sales and service coverage, service bureau production capabilities and relationships with leading Chinese automotive, medical and consumer goods companies.

In  June,we acquired certain assets ofSTEAMtrax, LLC (“STEAMtrax”), a curricula provider.STEAMtrax’s curricula integrate engineering and 3D printing technology with core academic knowledge in science, math, language arts, social studies and art. Using our printers and scanners, students are engaged in relevant learning scenarios that encourage the essential skills of problem solving, collaboration, communication and critical thinking.

Summary of 2015 financial results

We earn revenues from the sale of products, materials and services. Total consolidated revenue for the quarter ended June 30, 2015increased by 12.5%, or $19.0 million, to $170.5 million, compared to $151.5 million for the quarter ended June 30, 2014. These results primarily reflect growth in services revenue, driven by software and healthcare services.

Products revenue for the quarter ended June 30, 2015 increased by 10.2%, or $6.2 million, to $68.2 million, compared to $61.9 million for the quarter ended June 30, 2014. These results are primarily driven by expanded healthcare and software products.

Materials revenue for the quarter ended June 30, 2015 decreased by 4.3%, or $1.6 million, to $36.4 million, compared to $38.0 million for the quarter ended June 30, 2014. These results were primarily driven by lower design and manufacturing printer sales during the quarter coupled with an unfavorable impact of foreign currency translation.

Services revenue for the quarter ended June 30, 2015 increased by 27.9%, or $14.4 million, to $65.9 million, compared to $51.5 million for the quarter ended June 30, 2014. These results are primarily driven byexpanded healthcare and software services.

As of June 30, 2015, our backlog was $38.8 million, compared to backlog of $46.5 million at December 31, 2014 and $31.9 million at June 30, 2014. Production and delivery of our printers is generally not characterized by long lead times, backlog is more dependent on timing of customers’ requested deliveries. In addition, Quickparts services lead time and backlog depends on whether orders are for rapid prototyping or longer-range production runs. As of June 30, 2015 and December 31, 2014, backlog included $13.4 million of Quickparts services orders, compared to $7.2 million at June 30, 2014.

We calculate organic growthby comparing this year’s total revenue for the period, excluding the revenue recognized from all acquired businesses that we have owned for less than twelve months, to last year’s total revenue for the period. Once we have owned a business for one year, the revenue is included in organic growth. For the quarter and six months ended June 30, 2015, organic revenue decreased 5.2% and 6.3%, respectively, compared to organic growth of 10.0% and 18.3%, respectively, for the quarter and six months ended June 30, 2014.

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Healthcare revenue includes sales of products, materials, and services for health-related applications, including simulation, training and planning, and printing of surgical instruments and medical and dental devices for personalized medicine. For the quarter ended June 30, 2015, healthcare revenue increased by 26.5%, to $34.8 million, and made up20.4% of total revenue, compared to $27.5 million, or 18.2% of total revenue, for the quarter ended June 30, 2014. For the six months ended June 30, 2015, healthcare revenue increased by 31.7%, to $64.8 million, and made up 19.5% of total revenue, compared to $49.1 million, or 16.4% of total revenue, for the six months ended June 30, 2014. These results primarily reflect our increased penetration and expansion of healthcare related applications, including the addition of Simbionix, Medical Modeling and Layerwise.

Consumer revenue includes sales of our desktop Cube® series 3D printers and their related print materials, Sense 3D scanners and other products and services related to consumer products and retail channels. For the quarter ended June 30, 2015,  consumer revenue increased by 27.2%, to $9.3 million, and made up 5.5%of total revenue, compared to $7.4 million, or 4.9% of total revenue, for the quarter ended June 30, 2014.  For the six months ended June 30, 2015, consumer revenue increased 48.4%, to $25.3 million, and made up 7.6% of total revenue, compared to $17.0 million, or 5.7% of total revenue, for the six months ended June 30, 2014.

Gross profit for the quarter ended June 30, 2015improved by 12.7%, or $9.2 million, to $81.6 million, compared to $72.4 million for the quarter ended June 30, 2014, reflecting higher revenue from products and services.

Gross profit margin for the quarter ended June 30, 2015 was 47.9%, compared to 47.8% for the quarter ended June 30, 2014, reflectinghigher services and materials gross profit margins that were offset by lower product gross profit margins, as described in more detail below.

Operating expenses increased by 55.0%, to $105.5, compared to $68.0 million for the quarter ended June 30, 2014. These results reflect higher selling, general and administrative expenses primarily due to costs related to acquisitions, including amortization expense and higher compensation and travel expenses, in addition to higher research and development expenses related to our portfolio expansion and development of new products.

Our operating loss for the quarter ended June 30, 2015 was $23.8 million, compared to operating income of$4.4 million for the quarterended June 30, 2014,reflecting higher operating expenses as described in more detail below.

Our operating activitiesfor the six months ended June 30, 2015 used $6.4 million of cash, which is described in further detail below. We used $106.3 million to fund our strategic investing activitiesfor the six months ended June 30, 2015, including acquisition costs. Financing activities for the six months ended June 30, 2015 generated $1.0 million of cash. In total, our unrestricted cash balance at June 30, 2015 was $171.2 million, compared to $284.9 million at December 31, 2014.

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Results of Operations – Quarter Comparison

Second quarter comparison of revenue by class of product and service

Table 1 below sets forth revenue and percentage of revenue by class of product and service:

Table 1

(Dollars in thousands)	Products				Materials				Services				Totals
Revenue – 2nd quarter 2014	$	61,948	40.9	%	$	38,036	25.1	%	$	51,528	34.0	%	$	151,512	100	%
Change in revenue:
Volume
Core products and services		17,519	28.3			9,064	23.8			24,588	47.7			51,171	33.8
New products and services		(5,605)	(9.0)			(8,936)	(23.5)			(4,489)	(8.7)			(19,030)	(12.6)
Price/Mix		(86)	(0.1)			871	2.3			—	—			785	0.5
Foreign currency translation		(5,600)	(9.0)			(2,634)	(6.9)			(5,700)	(11.1)			(13,934)	(9.2)
Net change		6,228	10.2			(1,635)	(4.3)			14,399	27.9			18,992	12.5
Revenue – 2nd quarter 2015	$	68,176	40.0	%	$	36,401	21.3	%	$	65,927	38.7	%	$	170,504	100	%

Total consolidated revenue increased 12.5%, primarily from an increase in services revenue.

The increase in products revenue was primarily driven by expanded software and healthcare products.  

The products category includes 3D printers, software products, perceptual and haptic devices, digitizers and healthcare simulators. For the quarter ended June 30, 2015, software revenue, including perceptual and haptic devices, contributed $12.7 million, compared to $4.7 million for the quarter ended June 30, 2014.

Due to the relatively high price of certain 3D printers and a corresponding lengthy selling cycle and relatively low unit volume of the higher priced professional printer sales in any particular period, a shift in the timing and concentration of orders and shipments from one period to another can affect reported revenue in any given period. Revenue reported in any particular period is also affected by timing of revenue recognition under rules prescribed by U.S. generally accepted accounting principles.

The decrease in materials revenue was primarily driven by softness in demand for printers, timing of sales of materials, and loss of sales to service bureaus from consolidation. For the quarter ended June 30, 2015, sales of integrated materials increased by 4.0% to $28.1 million and represented 77.2% of total materials revenue, compared to 71.0% for the quarter ended June 30, 2014.  

The increase in services revenue primarily reflects expanding sales and offerings of healthcare and software services. For the quarter ended June 30, 2015, services revenue from Quickparts increased 17.6% to $33.9 million, compared to $28.8 for quarter ended June 30, 2014.  For the quarter ended June 30, 2015, software services contributed $7.7 million of revenue, compared to $3.2 million for the quarter ended June 30, 2014.

In addition to changes in unit sales volumes, including the impact of revenue from acquisitions, there are two other primary drivers of changes in revenues from one period to another: the combined effect of changes in product mix and average selling prices, sometimes referred to as price and mix effects, and the impact of fluctuations in foreign currencies.

As used in this Management’s Discussion and Analysis, the price and mix effects relate to changes in revenue that are not able to be specifically related to changes in unit volume. Among these changes are changes in the product mix of our materials and our printers as the trend toward smaller, lower-priced printers has continued and the influence of new printers and print materials on our operating results has grown.

21

Change in second quarter revenue by geographic region

Table 2 sets forth the change in revenue by geographic area for the second quarter of 2015 compared to the second quarter of 2014:

Table 2

(Dollars in thousands)	Americas				EMEA				Asia Pacific				Total
Revenue – 2nd quarter 2014	$	78,895	52.1	%	$	42,015	27.7	%	$	30,602	20.2	%	$	151,512	100	%
Change in revenue:
Volume		11,450	14.5			22,275	53.0			(1,584)	(5.2)			32,141	21.2
Price/Mix		1,029	1.3			(1,050)	(2.5)			806	2.6			785	0.5
Foreign currency translation		(978)	(1.2)			(10,937)	(26.0)			(2,019)	(6.6)			(13,934)	(9.2)
Net change		11,501	14.6			10,288	24.5			(2,797)	(9.2)			18,992	12.5
Revenue – 2nd quarter 2015	$	90,396	53.0	%	$	52,303	30.7	%	$	27,805	16.3	%	$	170,504	100	%

The growth in EMEA for the quarter ended June 30, 2015 was driven by strengthening demand for products and services, while continued macroeconomic weaknesses compressed revenue in the Asia Pacific region. Moderate recovery in the Americas contributed to revenue growth for the quarter ended June 30, 2014.

For the quarter ended June 30, 2015, revenue from operations outside the Americas increased by 10.3%, to $80.1 million, compared to $72.6 million for the quarter ended June 30, 2014.

For the quarter ended June 30, 2015, revenue from operations outside the Americas as a percent of total revenue was 47.0%, compared to 47.9%for the quarter ended June 30, 2014. Excluding the effect of foreign currency translation on revenues outside the U.S. would result in growth of 21.7% for the quarter ended June 30, 2015, compared to growth of33.2% for the quarter ended June 30, 2014.

Gross profit and gross profit margins

Table 3 sets forth gross profit and gross profit margin for our products and services for the second quarter of 2015 and 2014:

Table 3

	Quarter Ended June 30,
	2015				2014				Change in Gross Profit				Change in Gross Profit Margin
(Dollars in thousands)	Gross Profit		Gross Profit Margin		Gross Profit		Gross Profit Margin		$		%		Percentage Points		%
Products	$	18,943	27.8	%	$	22,134	35.7	%	$	(3,191)	(14.4)	%		(7.9)	(22.2)	%
Materials		28,150	77.3			26,618	70.0			1,532	5.8			7.3	10.5
Services		34,534	52.4			23,646	45.9			10,888	46.0			6.5	14.1
Total	$	81,627	47.9	%	$	72,398	47.8	%	$	9,229	12.7	%		0.1	0.2	%

Total consolidated gross profit remained flat, reflecting higher services and materials gross profit margins, which were offset by lower gross profit margins for products, primarily driven by higher revenue from services.

Gross profit margin for productsdecreased primarily due to an inventory write-off and higher than normal manufacturing variances attributable to the consolidation of production facilities, which more than offset increased contributions from higher margin software and healthcare products.

Gross profit margin for materials increased, reflecting a favorablevolume and mix of materials sold during the quarter and improved supply chain efficiencies in materials production.

Gross profit margin for services increasedprimarily due to the addition of higher margin healthcare and software services and an increase in Quickparts gross profit margin. Quickparts gross profit margin increased to 45.3% for the quarter ended June 30, 2015, compared to 43.1%  for the quarter ended June 30, 2014.

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Operating expenses

Table 4 sets forth the components of operating expenses for the second quarter of 2015 and 2014:

Table 4

	Quarter Ended June 30,
	2015				2014				Change
(Dollars in thousands)	Amount		% Revenue		Amount		% Revenue		$		%
Selling, general and administrative expenses	$	79,738	46.8	%	$	50,322	33.2	%	$	29,416	58.5	%
Research and development expenses		25,731	15.1			17,714	11.7			8,017	45.3
Total operating expenses	$	105,469	61.9	%	$	68,036	44.9	%	$	37,433	55.0	%

Total operating expenses increased, reflecting higher selling, general and administrative expenses and higher research and development expenses, as discussed below.

Selling, general and administrative expenses increased due primarily to an $11.9 million increasein compensation costs due to acquisitions and increased staffing, a $9.0 million increase in amortization, a $1.5 million increase in travel expense, a $1.1 million increase in marketing expenses and a $0.5 million increase in occupancy costs.

Research and development expenses increased primarily due to a $4.5 million increase in compensation expenses related to talent expansion and acquisitions and a $2.2 million increase in consulting fees.

Income (loss) from operations

Table 5 sets forth operating income by geographic area for the second quarter of 2015 and 2014:

Table 5

	Quarter Ended June 30,
(Dollars in thousands)	2015		2014
Income (loss) from operations
Americas	$	(29,186)	$	(7,036)
Germany		(548)		451
Other EMEA		(938)		2,124
Asia Pacific		7,342		9,455
Subtotal		(23,330)		4,994
Inter-segment elimination		(512)		(632)
Total	$	(23,842)	$	4,362

With respect to the Americas, for the quarter ended June 30, 2015 and 2014, the changes in operating income by geographic area reflected the same factors relating to our consolidated operating income that are discussed above. See Gross profit and gross profit margins and Operating expenses above.

The changes in operating income in our operations outside the Americas for the quarter ended June 30, 2015 and 2014 resulted primarily from changes in sales volume, transfer pricing and foreign currency translation.

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Interest and other expense, net

Table 6 sets forth the components of interest and other expense, net, for the second quarter of 2015 and 2014:

Table 6

	Quarter Ended June 30,
(Dollars in thousands)	2015		2014
Interest and other expense, net:
Interest income	$	155	$	115
Foreign exchange gain (loss)		428		(1,140)
Interest expense		(692)		(401)
Other income (expense), net		20		(50)
Total interest and other expense, net	$	(89)	$	(1,476)

Benefit and provision for income taxes

For the quarter ended June 30, 2015, we recorded a $10.1 million benefit for income taxes compared to a $0.7 million provision for the quarter ended June 30, 2014. Our 2015 and 2014 benefit and provision for income taxes reflects income taxes in U.S. and non-U.S. jurisdictions.  

Net income (loss)

Table 7 sets forth the primary components of net income attributable to 3D Systems for the second quarter of 2015 and 2014:

Table 7

	Quarter Ended June 30,
(Dollars in thousands)	2015		2014		Change
Operating income (loss)	$	(23,842)	$	4,362	$	(28,204)
Less:
Interest and other expense, net		89		1,476		(1,387)
Provision (benefit) for income taxes		(10,096)		694		(10,790)
Net income (loss) attributable to noncontrolling interests		(139)		67		(206)
Net income (loss) attributable to 3D Systems	$	(13,696)	$	2,125	$	(15,821)
Weighted average shares, basic and diluted		112,017		106,407
Earnings (loss) per share, basic and diluted	$	(0.12)	$	0.02

Results of Operations – Six Months Comparison

Six months comparison of revenue by class of product and service

Table 8 below sets forth revenue and percentage of revenue by class of product and service:

Table 8

(Dollars in thousands)	Products				Materials				Services				Totals
Revenue – six months 2014	$	122,701	41.0	%	$	78,477	26.2	%	$	98,092	32.8	%	$	299,270	100	%
Change in revenue:
Volume
Core products and services		24,877	20.3			6,003	7.6			46,158	47.1			77,038	25.7
New products and services		(6,517)	(5.3)			(18,895)	(24.1)			(7,977)	(8.1)			(33,389)	(11.2)
Price/Mix		407	0.3			13,542	17.3			—	—			13,949	4.7
Foreign currency translation		(10,577)	(8.6)			(5,619)	(7.2)			(9,446)	(9.6)			(25,642)	(8.5)
Net change		8,190	6.7			(4,969)	(6.4)			28,735	29.4			31,956	10.7
Revenue – six months 2015	$	130,891	39.5	%	$	73,508	22.2	%	$	126,827	38.3	%	$	331,226	100	%

Total consolidated revenue increased 10.7%, primarily from an increase in services revenue.

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The increase in products revenue is primarily driven by increased demand for expanded software and healthcare products.  

The products category includes 3D printers, software products, perceptual and haptic devices, digitizers and healthcare simulators. For the six months ended June 30, 2015, software revenue, including perceptual and haptic devices, contributed $21.6 million, compared to $10.5 million for the six months ended June 30, 2014.

Due to the relatively high price of certain 3D printers and a corresponding lengthy selling cycle and relatively low unit volume of the higher priced professional printer sales in any particular period, a shift in the timing and concentration of orders and shipments from one period to another can affect reported revenue in any given period. Revenue reported in any particular period is also affected by timing of revenue recognition under rules prescribed by U.S. generally accepted accounting principles.

The decrease in materials revenue was primarily due to softness in demand for printers, timing of sales of materials, and loss of sales to service bureaus from consolidation. For the six months ended June 30, 2015, sales of integrated materials were flat at $56.8 million and represented 77.2% of total materials revenue, compared to 71.9% for the six months ended June 30, 2014.  

The increase in services revenue primarily reflects expanding sales and offerings of healthcare and software services. For the six months ended June 30, 2015, services revenue from Quickparts increased 13.7% to $65.6 million, compared to $57.6 million for the six months ended June 30, 2014.  For the six months ended June 30, 2015, software services contributed $15.4 million of revenue, compared to $6.4 million for the six months ended June 30, 2014.

In addition to changes in unit sales volumes, including the impact of revenue from acquisitions, there are two other primary drivers of changes in revenues from one period to another: the combined effect of changes in product mix and average selling prices, sometimes referred to as price and mix effects, and the impact of fluctuations in foreign currencies.

As used in this Management’s Discussion and Analysis, the price and mix effects relate to changes in revenue that are not able to be specifically related to changes in unit volume. Among these changes are changes in the product mix of our materials and our printers as the trend toward smaller, lower-priced printers has continued and the influence of new printers and print materials on our operating results has grown.

Change in first six months revenue by geographic region

Table 9 sets forth the change in revenue by geographic area for the first six months of 2015 compared to the first six months of 2014:

Table 9

(Dollars in thousands)	Americas				EMEA				Asia Pacific				Total
Revenue – six months 2014	$	146,927	49.1	%	$	89,579	29.9	%	$	62,764	21.0	%	$	299,270	100	%
Change in revenue:
Volume		29,998	20.4			21,082	23.5			(7,431)	(11.8)			43,649	14.6
Price/Mix		1,304	0.9			10,443	11.7			2,202	3.5			13,949	4.7
Foreign currency translation		(1,571)	(1.1)			(20,097)	(22.4)			(3,974)	(6.3)			(25,642)	(8.6)
Net change		29,731	20.2			11,428	12.8			(9,203)	(14.6)			31,956	10.7
Revenue – six months 2015	$	176,658	53.3	%	$	101,007	30.5	%	$	53,561	16.2	%	$	331,226	100	%

The growth in the Americas and EMEA for the six months ended June 30, 2015 was driven by strengthening demand for products and services, while continued macroeconomic weaknesses compressed revenue in the Asia Pacific region.

For the six months ended June 30, 2015, revenue from operations outside the Americas increased by 1.5%, to $154.6 million,  compared to $152.3 million for the six months ended June 30, 2014.

For the six months ended June 30, 2015 revenue from operations outside the Americas as a percent of total revenue was 46.7%, compared to50.9%for the six months ended June 30, 2014. Excluding the effect of foreign currency translation on revenues outside the U.S. would result in growth of 19.2% for the six months ended June 30, 2015, compared to growth of 51.1% for the six months ended June 30, 2014.

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Gross profit and gross profit margins

Table 10 sets forth gross profit and gross profit margin for our products and services for the first six months of 2015 and 2014:

Table 10

	Six Months Ended June 30,
	2015				2014				Change in Profit				Change in Margin
(Dollars in thousands)	Gross Profit		Gross Profit Margin		Gross Profit		Gross Profit Margin		$		%		Percentage Points		%
Products	$	40,707	31.1	%	$	46,296	37.7	%	$	(5,589)	(12.1)	%		(6.6)	(17.5)	%
Materials		55,732	75.8			56,834	72.4			(1,102)	(1.9)			3.4	4.7
Services		64,172	50.6			44,740	45.6			19,432	43.4			5.0	11.0
Total	$	160,611	48.5	%	$	147,870	49.4	%	$	12,741	8.6	%		(0.9)	(1.8)	%

Total consolidated gross profit decreased, primarily driven by lower gross profit margins for products and a lower contribution from materials revenue.

Gross profit margin for products decreased primarily due to mix of products, an inventory write-off and higher than normal manufacturing variances attributable to the consolidation of production facilities in the second quarter of 2015.

Gross profit margin for materials increased, reflecting a favorable mix of materials sold during the period and improved supply chain efficiencies in materials production.

Gross profit margin for services increased due to the addition of higher margin healthcare and software services and an increase in Quickparts gross profit margin. Quickparts gross profit margin increased to 44.9% for the six months ended June 30, 2015, compared to 42.3% for the six months ended June 30, 2014.

Operating expenses

Table 11 sets forth the components of operating expenses for the first six months of 2015 and 2014:

Table 11

	Six Months Ended June 30,
	2015				2014				Change
(Dollars in thousands)	Amount		% Revenue		Amount		% Revenue		$		%
Selling, general and administrative expenses	$	154,030	46.5	%	$	99,042	33.1	%	$	54,988	55.5	%
Research and development expenses		47,947	14.5			34,949	11.7			12,998	37.2
Total operating expenses	$	201,977	61.0	%	$	133,991	44.8	%	$	67,986	50.7	%

Total operating expenses increased, reflecting higher selling, general and administrative expenses and higher research and development expenses, as discussed below.

Selling, general and administrative expenses increaseddue primarily to a  $22.9 million increase in compensation costs due to acquisitions and increased staffing, a $14.3 million increase in amortization, a $2.3 million increase in marketing expense, a $2.0 million increase in bad debt expense and a $2.0 million increase in travel expenses.

Research and development expenses increasedprimarily due to a $7.6 million increase in compensation expenses related to acquisitions and talent expansion and a $3.9 million increase in materials purchases.

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Income (loss) from operations

Table 12 sets forth operating income by geographic area for the first six months of 2015 and 2014:

Table 12

	Six Months Ended June 30,
(Dollars in thousands)	2015		2014
Income (loss) from operations
Americas	$	(52,292)	$	(9,066)
Germany		1,292		648
Other EMEA		(2,273)		4,525
Asia Pacific		12,926		18,522
Subtotal		(40,347)		14,629
Inter-segment elimination		(1,019)		(750)
Total	$	(41,366)	$	13,879

With respect to the Americas, for the six months ended June 30, 2015 and 2014, the changes in operating income by geographic area reflected the same factors relating to our consolidated operating income that are discussed above. See Gross profit and gross profit margins and Operating expenses above.

The changes in operating income in our operations outside the Americas for the six months ended June 30, 2015 and 2014 resulted primarily from changes in sales volume, transfer pricing and foreign currency translation.

Interest and other expense, net

Table 13 sets forth the components of interest and other expense, net, for the first six months of 2015 and 2014:

Table 13

	Six Months Ended June 30,
(Dollars in thousands)	2015		2014
Interest and other expense, net:
Interest income	$	242	$	253
Foreign exchange loss		(1,767)		(1,345)
Interest expense		(933)		(804)
Other expense, net		(198)		(628)
Total interest and other expense, net	$	(2,656)	$	(2,524)

Benefit and provision for income taxes

For the six months ended June 30, 2015, we recorded a $17.0 million benefit for income taxes, compared to a $4.3 million provision for the six months ended June 30, 2014. Our 2015 and 2014 benefit and provision for income taxes reflects income taxes in U.S. and non-U.S. jurisdictions.

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Net income (loss)

Table 14 sets forth the primary components of net income attributable to 3D Systems for the first six months of 2015 and 2014:

Table 14

	Six Months Ended June 30,
(Dollars in thousands)	2015		2014		Change
Operating income (loss)	$	(41,366)	$	13,879	$	(55,245)
Less:
Interest and other expense, net		2,656		2,524		132
Provision (benefit) for income taxes		(17,039)		4,253		(21,292)
Net income (loss) attributable to noncontrolling interests		(106)		100		(206)
Net income (loss) attributable to 3D Systems	$	(26,877)	$	7,002	$	(33,879)
Weighted average shares, basic and diluted		111,875		104,985
Earnings (loss) per share, basic and diluted	$	(0.24)	$	0.07

Other Financial Information

In addition to our results determined under U.S. generally accepted accounting principles (“GAAP”) discussed above, management believes non-GAAP financial measures, which adjust net income and earnings per share are useful to investors in evaluating our operating performance.

We use non-GAAP financial measures of adjusted net income and adjusted earnings per share to supplement our unaudited condensed consolidated financial statements presented on a GAAP basis to facilitate a better understanding of the impact that several strategic acquisitions had on our financial results.

These non-GAAP financial measures have not been prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies and they are subject to inherent limitations as they reflect the exercise of judgments by our management about which costs, expenses and other items are excluded from our GAAP financial statements in determining our non-GAAP financial measures. We have sought to compensate for these limitations by analyzing current and expected future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP financial statements as required in our public disclosures as well as reconciliations of our non-GAAP financial measures of adjusted net income and adjusted earnings per share to our GAAP financial statements.

The presentation of our non-GAAP financial measures which adjust net income and earnings per share are not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. These non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, GAAP financial measures. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.

Our non-GAAP financial measures, which adjust net income and earnings per share, are adjusted for the following:

· Non-cash stock-based compensation expenses.  We exclude the tax-effected stock-based compensation expenses from operating expenses primarily because they are non-cash.

· Amortization of intangibles.  We exclude the tax-effected amortization of intangible assets from our cost of sales and operating expenses. The increase in recent periods is primarily in connection with acquisitions of businesses.

· Acquisition and severance expenses.  We exclude the tax-effected charges associated with the acquisition of businesses and the related severance expenses from our operating expenses.

· Non-cash interest expense. We exclude tax-effected non-cash interest expenses related to the costs associated with our senior convertible notes, from interest and other expenses, net.  

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Reconciliation of GAAP Net Income to Non-GAAP Financial Measures

Table 15

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2015		2014		2015		2014
GAAP net income (loss) attributable to 3D Systems Corporation	$	(13,696)	$	2,125	$	(26,877)		7,002
Cost of sales adjustments:
Amortization of intangibles		76		70		151		135
Operating expense adjustments:
Amortization of intangibles		17,405		8,141		31,846		17,269
Acquisition and severance expenses		1,936		2,405		5,176		3,395
Non-cash stock-based compensation expense		9,721		8,363		20,050		15,639
Interest and other expense adjustments:
Non-cash interest expense		—		98		—		194
Tax effect (a)		(12,293)		(4,579)		(21,998)		(11,952)
Non-GAAP net income	$	3,149	$	16,623	$	8,348	$	31,682
Non-GAAP basic and diluted earnings per share	$	0.03	$	0.16	$	0.07	$	0.30

a) Tax effect is calculated quarterly, based on the actual tax rate for each quarter.

Financial Condition and Liquidity

Table 16

					Change
(Dollars in thousands)	June 30, 2015		December 31, 2014		$		%
Cash and cash equivalents	$	171,217	$	284,862	$	(113,645)	(39.9)	%
Working capital	$	345,990	$	432,199	$	(86,209)	(19.9)	%
Stockholders' equity attributable to 3D Systems Corporation	$	1,281,602	$	1,292,918	$	(11,316)	(0.9)	%

We believeour existing cash and cash equivalents will be sufficient to satisfy our working capital needs, capital expenditures,  acquisitions, outstanding commitments and other liquidity requirements associated with our existing operations over the next 12 months.However, it is possible that we may need to raise additional funds to finance our activities beyond the next 12 months or to consummate significant acquisitions of other businesses, assets, products or technologies. If needed, we may be able to raise such funds by issuing equity or debt securities to the public or selected investors, or by borrowing from financial institutions, selling assets or restructuring debt.  SeeCash flow and Capitalized lease obligations below.

Cash and cash equivalents at June 30, 2015 includes $47.6 million of cash held outside the U.S., compared to $39.6 million at December 31, 2014. Cash held outside the U.S. is used in our foreign operations for working capital purposes and is considered to be permanently invested; consequently, we have not provided for any taxes on repatriation.

Cash equivalents comprise funds held in money market instruments and are reported at their current carrying values, which approximate fair value due to the short-term nature of these instruments. We minimize our credit risk by investing primarily in investment grade, liquid instruments and limit exposure to any one issuer depending on credit quality.

Accounts receivable, net, decreased by $18.9 million, to $149.5 million at June 30, 2015 from $168.4 million at December 31, 2014. Gross accounts receivable decreased by $13.7 million from December 31, 2014. Days sales outstanding was 80 days at June 30, 2015 compared to 83 days at December 31, 2014. Accounts receivable more than 90 days past due increased to 22.0% of gross receivables, from 16.7% at December 31, 2014. 

Inventories, net, increased by $34.1 million to $130.7 million at June 30, 2015 from $96.6 million at December 31, 2014. This increase resulted primarily from an expanding product portfolio, expected timing of orders, assembly production, and sales and revenue recognition at quarter-end. The increase in inventory primarily reflects a$13.7 million increase in raw materials inventory and a $20.3 million increase in finished goods inventory.  We maintained $10.3 million of inventory reserves at June 30, 2015 and $6.7 million of such reserves at December 31, 2014.

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The majority of our inventory consists of finished goods, including products, materials and service parts. Inventory also consists of raw materials and spare parts for the in-house assembly and support service products. We outsource the assembly of certain 3D printers; therefore, we generally do not hold most parts for the assembly of these printers in inventory.

The changes in the second quarter of 2015 that make up the other components of working capital not discussed above arose in the ordinary course of business.

Differences between the amounts of working capital item changes in the cash flow statement and the balance sheet changes for the corresponding items are primarily the result of foreign currency translation adjustments.

Cash flow

Table 17 summarizes the cash provided by or used in operating activities, investing activities and financing activities, as well as the effect of changes in foreign currency exchange rates on cash, for the first six months of 2015 and 2014:

Table 17

	Six Months Ended June 30,
	2015		2014
(Dollars in thousands)
Cash provided by (used in) operating activities	$	(6,353)	$	19,330
Cash used in investing activities		(106,305)		(63,173)
Cash provided by financing activities		963		307,466
Effect of exchange rate changes on cash		(1,950)		323
Net increase (decrease) in cash and cash equivalents	$	(113,645)	$	263,946

Cash flow from operating activities

Table 18 summarizes the components of cash provided by or used in operating activities for the first six months of 2015 and 2014:

Table 18

	Six Months Ended June 30,
	2015		2014
(Dollars in thousands)
Net income (loss)	$	(26,983)	$	7,102
Non-cash charges		56,675		33,121
Changes in working capital		(36,045)		(20,893)
Net cash provided by (used in) operating activities	$	(6,353)	$	19,330

Our cash from operations fluctuates from quarter to quarter due to the timing of transactions and receipts and payments of cash.

Cash flow from investing activities

Table 19 summarizes the components of cash used in investing activities for the first six months of 2015 and 2014:

Table 19

	Six Months Ended June 30,
	2015		2014
(Dollars in thousands)
Cash paid for acquisitions, net of cash assumed	$	91,799	$	53,526
Purchases of property and equipment		12,196		8,965
Other investing activities		1,750		300
Additions to license and patent costs		560		382
Net cash used in investing activities	$	106,305	$	63,173

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For the six months ended June 30, 2015, cash paid for acquisitions, net of cash assumed, primarily related to the acquisitions of Cimatron and Easyway. Other investing activities consist of minorityinvestments of less than 20% made through 3D Ventures, our venture investment initiative, in promising enterprises that we believe will benefit from or be powered by our technologies.  

Cash flow from financing activities

Table 20 summarizes the components of cash provided by financing activities for the first six months of 2015 and 2014:

Table 20

	Six Months Ended June 30,
	2015		2014
(Dollars in thousands)
Tax benefits from share-based payment arrangements	$	547	$	6,368
Proceeds from acceptance of restricted stock, net		942		1,437
Proceeds from issuance of common stock		—		299,749
Repayment of capital lease obligations		(526)		(88)
Net cash provided by financing activities	$	963	$	307,466

Contractual commitments and off-balance sheet arrangements

Credit facilities

In October 2014, we entered into a $150.0 million five-year revolving, unsecured credit facility with PNC Bank, as Administrative Agent, and certain other lenders. The agreement provides for advances in the initial aggregate principal amount of up to $150.0 million. Subject to certain terms and conditions contained in the agreement, the Company may, at its option, request an increase in the aggregate principal amount available under the credit facility by an additional $75.0 million. As of June 30, 2015 and December 31, 2014, there was no outstanding balance on the credit facility.

Capitalized lease obligations

Our capitalized lease obligations include lease agreements that we entered into during 2006 with respect to our Rock Hill facility, in addition to other lease agreements assumed through acquisitions. Our total capitalized lease obligationsdecreased to $9.0 million at June 30, 2015 from $9.4 million at December 31, 2014 primarily due to the normal scheduled timing of payments. Our outstanding capitalized lease obligations carrying values at June 30, 2015 and December 31, 2014 were as follows:

Table 21

(Dollars in thousands)	June 30, 2015		December  31, 2014
Capitalized lease obligations:
Current portion of capitalized lease obligations	$	510	$	529
Capitalized lease obligations, long-term portion		8,486		8,905
Total capitalized lease obligations	$	8,996	$	9,434

Other debt

In connection with our acquisition of LayerWise in the third quarter of 2014,  we assumed a portion of LayerWise’s outstanding bank debt, consisting of revolving credit facilities and term loans. The term loans bear interest at rates ranging from 1.34% to 5.40% as of June 30, 2015. The outstanding balance on the term loans was minimal atJune 30, 2015 and December 31, 2014. There were no borrowings outstanding under the revolving credit facilities as of June 30, 2015 or December 31, 2014.

Other contractual arrangements

Certain of our recent acquisitions contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. The total amount of liabilities recorded for these earnouts at June 30, 2015 and December 31, 2014 was $9.6 million and $9.2 million, respectively.

As of June 30, 2015, we have supply commitments related to printer assemblies that total $63.8 million compared to $56.6 million at December 31, 2014.

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The minority interest shareholders of a certain subsidiary have the right to require the Company to acquire their ownership interest under certain circumstances pursuant to a contractual arrangement and the Company has a similar call option under the same contractual terms. The amount of consideration under the put and call rights is not a fixed amount, but rather is dependent upon various valuation formulas and on future events, such as revenue and gross margin performance of the subsidiary through the date of exercise, as described in Note 15. Management estimates, assuming that the subsidiary owned by the Company at June 30, 2015, performs over the relevant future periods at their forecasted earnings levels, that these rights, if exercised, could require the Company, in future periods, to pay approximately $8.9 million to the owners of such rights to acquire such ownership interests in the relevant subsidiary. This amount has been recorded as redeemable noncontrolling interests on the balance sheet at June 30, 2015 and December 31, 2014.

Off-balance sheet arrangements

We have no off-balance sheet arrangements and do not utilize any “structured debt,” “special purpose,” or similar unconsolidated entities for liquidity or financing purposes.

Financial instruments

We conduct business in various countries using both the functional currencies of those countries and other currencies to effect cross border transactions. As a result, we are subject to the risk that fluctuations in foreign exchange rates between the dates that those transactions are entered into and their respective settlement dates will result in a foreign exchange gain or loss. When practicable, we endeavor to match assets and liabilities in the same currency on our balance sheet and those of our subsidiaries in order to reduce these risks. We also, when we consider it to be appropriate, enter into foreign currency contracts to hedge exposures arising from those transactions. There were no foreign exchange contracts at June 30, 2015 or December 31, 2014.

We do not hedge or trade for speculative purposes, and our foreign currency contracts are generally short-term in nature, typically maturing in 90 days or less.  We have elected not to prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815, “Derivatives and Hedging,” and therefore, we recognize all gains and losses (realized or unrealized) in interest and other expense, net in our unaudited condensed consolidated statements of operations and comprehensive income (loss).

Changes in the fair value of derivatives are recorded in interest and other expense, net, in our unaudited condensed consolidated statements of operations and comprehensive income. Depending on their fair value at the end of the reporting period, derivatives are recorded either in prepaid and other current assets or in accrued liabilities in our unaudited condensed consolidated balance sheets.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our unaudited condensed consolidated financial statements, see Note 1 to the unaudited condensed consolidated financial statements.

Critical Accounting Policies and Significant Estimates

For a discussion of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2014.

Forward-Looking Statements

Certain statements made in this Form 10-Q that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the cautionary statements and risk factors set forth below and in our Form 10-K for the year ended December 31, 2014, as well as other statements made in this Form 10-Q that may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.

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In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in future or conditional tenses or that include terms such as “believes,” “belief,” “expects,” “estimates”, “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to our beliefs, expectations and projections as to future events and trends affecting our business. Forward-looking statements are based upon management’s beliefs, assumptions and current expectations concerning future events and trends, using information currently available, and are necessarily subject to uncertainties, many of which are outside of our control. The factors stated under the heading “Cautionary Statements and Risk Factors” set forth below and those described in our other SEC reports, including our Form 10-K for the year ended December 31, 2014, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.

Forward looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. We undertake no obligation and do not intend to update or revise any forward-looking statements, except as may be required by law.

Any forward-looking statement you read in this Form 10-Q reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by the paragraphs under the headings “Forward-Looking Statements” and “Cautionary Statements and Risk Factors” in this Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. You should specifically consider the factors identified or referred to in this Form 10-Q and our other SEC reports, including our Form 10-K for the year ended December 31, 2014, which could cause actual results to differ from those referred to in forward-looking statements.

Cautionary Statements and Risk Factors

We recognize that we are subject to a number of risks and uncertainties that may affect our future performance. The risks and uncertainties described in Item 1A in our Form 10-K for the year ended December 31, 2014 are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem not to be material also may impair our business, results of operations and financial condition. If any of these risks actually occur, our business, results of operations and financial condition could be materially adversely affected. In that event the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock. The risks discussed in Item 1A in our Form 10-K for the year ended December 31, 2014 also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

For a discussion of market risks at December 31, 2014, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Form 10-K for the year ended December 31, 2014. During the second quarter of 2015, there were no material changes or developments that would materially alter the market risk assessment performed as of December 31, 2014.

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Item 4.Controls and Procedures.

Evaluation of disclosure controls and procedures

As of June 30, 2015, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. These controls and procedures were designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding required disclosures. Based on this evaluation, including an evaluation of the rules referred to above in this Item 4, management has concluded that our disclosure controls and procedures were effective as of June 30, 2015 to provide reasonable assurance that the information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

There were no material changes in our internal controls over financial reporting during the period covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.  Legal Proceedings.

The information set forth in Note 15 of the unaudited condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

Item 1A.  Risk Factors.

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer purchases of equity securities

	(a)			(b)		(c)		(d)
	Total number of shares (or units) purchased			Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publically announced plans or programs		Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
April 1, 2015 - April 30, 2015	—		$	—		—	$	—
May 1, 2015 - May 31, 2015	6,435	(a)		22.01	(a)	—		—
June 1, 2015 - June 30, 2015	—			—		—		—
Total	6,435		$	22.01		—	$	—

^(a) Reflects shares of common stock surrendered to the Company for payment of tax withholding obligations in connection with the vesting or restricted stock. The average price paid reflects the average market value of shares withheld for tax purposes.

Item 6.  Exhibits.

3.1	Certificate of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 to Form 8-B filed on August 16, 1993, and the amendment thereto, filed on Form 8-B/A on February 4, 1994.)
3.2	Amendment to Certificate of Incorporation filed on May 23, 1995. (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form S-2/A, filed on May 25, 1995.)
3.3	Certificate of Designation of Rights, Preferences and Privileges of Preferred Stock. (Incorporated by reference to Exhibit 2 to Registrant’s Registration Statement on Form 8-A filed on January 8, 1996.)
3.4	Certificate of Designation of the Series B Convertible Preferred Stock, filed with the Secretary of State of Delaware on May 2, 2003. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on May 7, 2003.)
3.5	Certificate of Elimination of Series A Preferred Stock filed with the Secretary of State of Delaware on March 4, 2004. (Incorporated by reference to Exhibit 3.6 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 15, 2004.)
3.6	Certificate of Elimination of Series B Preferred Stock filed with the Secretary of State of Delaware on September 9, 2006. (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K, filed on September 9, 2006.)
3.7	Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 19, 2004. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed on August 5, 2004.)
3.8	Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 17, 2005. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)

35

3.9	Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on October 7, 2011.  (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 7, 2011.)
3.10	Certificate of Designations, Preferences and Rights of Series A Preferred Stock, filed with the Secretary of State of Delaware on December 9, 2008. (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K, filed on December 9, 2008.)
3. 11	Certificate of Elimination of Series A Preferred Stock, filed with the Secretary of State of Delaware on November 14, 2013. (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K, filed on November 15, 2013.)

3.12	Amended and Restated By-Laws of 3D Systems Corporation (as adopted February 16, 2015). (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on February 17, 2015.)
3.13	Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 21, 2013. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on May 22, 2013.)
10.1*	Severance and Release Agreement between 3DSystems Corporation and Theodore A. Hull dated May 14, 2015.
10.2*	Executive Severance Agreement between 3D Systems Corporation and David R. Styka dated May 14, 2015.
10.3*	2015 Incentive Plan of 3D Systems Corporation (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed May 19, 2015.)
10.4*	Appendix A to the 2015 Incentive Plan of 3D Systems Corporation effective May 19, 2015.
10.5*	Form of Restricted Stock Award Agreement. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed on May 19, 2015.)
10.6*	Form of Restricted Stock Unit Award Agreement. (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed on May 19, 2015.)
31.1	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 6, 2015.
31.2	Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 6, 2015.
32.1	Certification of Principal Executive Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 6, 2015.
32.2	Certification of Principal Financial Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 6, 2015.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

*Management contract or compensatory plan or arrangement

36

SIGNATURE

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

3D Systems Corporation
By	/s/ David r. Styka
	David R. Styka
	Executive Vice President and Chief Financial Officer
	(principal financial and accounting officer)
	(duly authorized officer)

Date: August 6, 2015

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EX-10.1

EXHIBIT 10.1

SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement (the “Agreement”) is entered into between 3D Systems Corporation, a Delaware corporation (the “Company”), and Theodore A. Hull, an individual who as of the effective date of this agreement serves as the Executive Vice President and Chief Financial Officer of the Company (“Executive”).  Executive and Company are referred to in this Agreement as the “Parties.”

RECITALS

WHEREAS, Executive has been employed by and served as an executive officer of the Company and a statutory director of various of the Company’s worldwide subsidiaries;

WHEREAS, the Company and Executive desire to enter into this Agreement setting forth the terms of Executive’s separation from the Company.

NOW, THEREFORE, in consideration of the promises and mutual agreements in this Agreement, and for other good and valuable consideration, the receipt and legal sufficiency which are acknowledged, the Company and Executive agree as follows:

1.Last Day of Employment.  Executive’s employment with the Company will end effective as of May 15, 2015 or such earlier date as Executive and the Company mutually agree (“Separation Date”).

2.Separation Benefits.  As consideration for Executive’s agreement to the terms contained in this Agreement:

(A)The Company will pay Executive the gross amount of up to Four Hundred Thousand Dollars ($400,000) equal to one (1) year of Executive’s current salary (“Separation Pay”).  Separation Pay shall be payable to Executive for six (6) months following the Separation Date (“Initial Severance Period”) and up to an additional six (6) months thereafter so long as Executive has not accepted new employment (“Subsequent Severance Period” and together with the Initial Severance Period, the “Severance Period”).  Executive shall certify to the Company on the first day of each month during the Subsequent Severance Period that he has not accepted new employment.  If Executive fails to provide such certification or obtains new employment during the subsequent Severance Period, no further severance payments will be made, and the Severance Period shall end.  Payment of Separation Pay will be made at the same time as wages are paid to active employees in Executive’s job classification in equal payments over a period of up to twelve (12) months as described above, beginning on the first practicable regular pay day following May 23, 2015, subject to the Company’s receipt of this signed Agreement and the expiration of the seven (7) day revocation period described herein.

(B)In addition, the Company will continue Executive’s medical coverage during the Severance Period or until such date that Executive qualifies under another medical plan on the same basis as the coverage Executive is receiving on behalf of Executive and/or Executive’s family members at the time of Executive’s separation.  Following the Severance Period, Executive may elect continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).  Upon such election, the Company will pay its portion of the monthly premiums for COBRA coverage for the same coverage Executive is receiving on behalf of Executive and/or Executive’s family members for up to five (5) months following the Severance Period so long as Executive has not accepted new employment.  All additional costs associated with COBRA election shall be borne by the Executive.

(C)Executive will be eligible for payment by the Company of a Management By Objectives (“MBO”) bonus for the 2015 fiscal year pro-rated as of the Separation Date.  The MBO will be scored following the completion of the fiscal year based on such personal and corporate goals as established for Executive prior to the Separation Date.  The 2015 MBO bonus, as applicable, will be paid in April 2016.  Executive will not be eligible to receive a MBO bonus for the 2016 fiscal year.

(D)During the Severance Period and so long as such costs are not otherwise provided by a new employer, the Company will provide Executive with certain relocation assistance including (i) home marketing assistance and direct reimbursement of closing costs not to exceed $50,000, (ii) moving services not to exceed $25,000, (iii) temporary accommodations for up to fourteen (14) days, (iv) home sale assistance with loss-on-sale coverage up to a maximum amount of $100,000 and (v) an additional amount of up to $20,000 for any relocation-related costs incurred by Executive and not otherwise provided in subsections (i) through (iv) above.  Costs incurred during the Initial Severance Period will be paid on November23, 2015, subject to receipt of satisfactory documentation of the costs incurred.  Costs incurred during the Subsequent Severance Period will be paid on May23, 2016, subject to receipt of satisfactory documentation of the costs incurred.  Notwithstanding the amounts identified in subsections (i) through (v) above, Company agrees that Executive may reasonably apply amounts not used in one category to cover excess expense in other categories of relocation expense so long as the aggregate amount submitted for reimbursement does not exceed $195,000.

(E)The Company will provide Executive with six (6) months of senior executive outplacement services offered through one of its currently-approved providers.

(F)The Company will reimburse Executive, within two (2) weeks of Executive’s Separation Date, for any outstanding reasonable expenses that Executive incurred as part of Executive’s duties with the Company, provided that Executive complies with the Company’s established policy for reimbursements of business expenditures. 

(G)The Separation Pay and benefits described in this Paragraph are collectively referred to as “Separation Benefits.”  The Separation Benefits will be subject to all applicable taxes and withholdings.

3.Other Benefits and Company Plans.  Except as outlined above, all other fringe benefits which were provided to Executive as an active employee of the Company will cease on Executive’s Separation Date, and Executive will not be eligible to participate in any employee benefit plans, except for the right to continue Executive’s healthcare benefits.  For all other plans sponsored by the Company, Executive’s employment will be treated as terminated as of Executive’s Separation Date, and Executive’s rights to benefits will be determined under the terms of those plans. 

In connection with Executive’s separation from service with the Company, the Company has the right to repurchase any restricted shares (the “Restricted Shares”) of the Company’s Common Stock currently held by Executive pursuant to the Company’s 2004 Incentive Stock Plan, as amended.  The Restricted Shares are covered by a Restricted Stock Purchase Agreement that Executive entered into with the Company.  Under the terms of the Restricted Stock Purchase Agreement, the Company has the right to repurchase the Restricted Shares upon termination of Executive’s employment to the extent that they have not vested in accordance with their terms.

The Company hereby exercises its right to repurchase the Restricted Shares under the terms of the Restricted Stock Purchase Agreement.  Such repurchase shall include 60,000 Restricted Shares

2

awarded to Executive on November 4, 2014 at a repurchase amount of $60,000.  Executive agrees to deliver to the Company upon request any documents required by the Restricted Stock Purchase Agreement or reasonably requested by the Company so that it may so repurchase such shares.

4.Other Terms of Payment.  Executive acknowledges that the Separation Pay and Benefits exceed those which Executive would otherwise be entitled to receive, if any, upon Executive’s separation from employment with the Company.  Executive’s Separation Benefits will satisfy all sums which might otherwise be due Executive from the Company, including, without limitation, bonuses.   

5.Covenants.  Notwithstanding anything contained herein, Executive agrees that any confidentiality, non-solicitation and non-competition covenants Executive has agreed to including, but not limited to, the Non-Compete and Non-Solicitation Agreement executed by Executive dated October 22, 2014, shall apply in full force and effect in accordance with their terms, and Executive hereby expressly agrees to comply with such covenants, which are hereby incorporated in full by reference in this Agreement.  Executive understands and agrees that the validity and interpretation of these covenants shall be determined under South Carolina law and agree to the state and federal courts of York County, South Carolina as the exclusive forum for resolving any such matters.  Executive also agrees that nothing herein shall be deemed to extinguish other restrictive covenants between Executive and the Company.

In addition, Executive agrees to fully cooperate with Company in resigning his position as an officer or director of any applicable subsidiaries of the Company.

6.Conditions to Payment.  Executive understands that the Separation Benefits are conditioned upon, among other things: (A) Executive not disparaging the Company or any officer, director or employee of the Company; (B) Executive not engaging in any activities, directly or indirectly, which have the purpose or effect of disrupting the Company’s operations or harming the Company’s reputation with its customers, suppliers or employees; and (C) Executive’s compliance with the other provisions of this Agreement, including continued compliance with restrictive covenants.  Executive understands that nothing in this Agreement prevents Executive from cooperating with any governmental investigation, making a truthful statement or complaint to law enforcement or a government agency, testifying under oath to law enforcement or a government agency, or from complying with a properly-served and lawfully-issued subpoena or similar order issued by a government agency or court of competent jurisdiction.  

7.Release of Claims.  To be entitled to the Separation Benefits, Executive must sign and return the Agreement within the time frame described in Paragraph 10.  No payments shall be made under Paragraph 2 until such release has been properly executed and delivered to the Company and until the expiration of the revocation period provided under the release.  If the release is not properly executed by Executive and delivered to the Company within the reasonable time periods specified below and in the release, the Company’s obligations under this Agreement will terminate.  Executive agrees that he irrevocably and unconditionally fully and finally releases, acquits and forever discharges any and all of the claims described herein that Executive may now have against the Company, (including any of their present and former divisions, subsidiaries, parents, affiliates, predecessors, successors and assigns), their benefit plans and programs, or any of their respective present or former agents, directors, officers, trustees, employees, owners, representatives, assigns, attorneys, or any other persons acting by, through, under or in connection with any of the persons or entities listed in this section, and their successors (the “Releasees”).  This release applies to any and all claims, liabilities, agreements, damages,

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losses or expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown (“Claim” or “Claims”), which Executive has, may have had, or may later claim to have had against any of the Releasees for personal injuries, losses or damage to personal property, psyche, or reputation, breach of contract (express or implied), breach of any covenant of good faith (express or implied), or any other losses or expenses of any kind (whether arising in tort, contract or by statute) resulting from anything that has occurred related to Executive’s employment with the Company and as of the date Executive executes this Agreement.  Executive understands and agrees that he will not hereafter be entitled to pursue any claims arising out of any alleged violation of Executive’s rights while employed by the Company against any of the Releasees in any state or federal court or before any state or federal agency for back pay, severance pay, liquidated damages, compensatory damages, or any other losses or damages to Executive or Executive’s property resulting from any claimed violation of state or federal law, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, the Equal Pay Act, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Worker Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act (the “FLSA”), the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act (the “FMLA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Sarbanes-Oxley Act of 2002, and claims under any other federal, state or local statutory or common law which includes, but is not limited to, any and all federal, state, or local employment laws and regulations.  This Agreement does not, however, waive rights or claims that may arise after the date Executive executes it or related to Executive’s right to enforce this Agreement.  Moreover, this provision shall not apply to any non-waivable charges or claims brought before a government agency or that otherwise cannot be legally waived.  With respect to any such non-waivable claims, however, Executive agrees to waive his right, if any, to any monetary or other recovery, including but not limited to reinstatement should any governmental agency or other third party pursue any claims on Executive’s behalf, either individually or as a part of any class or collective action. 

Executive understands that he is releasing the Releasees from Claims that Executive may not know about as of the date of the execution of this Agreement and that this is Executive’s knowing and voluntary intent even though Executive recognizes that he may someday learn that some or all of the facts Executive currently believes to be true are untrue and even though Executive might then regret having signed the Agreement.  Executive is expressly assuming that risk and expressly waiving and relinquishing all rights and benefits which Executive may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement to claims known or suspected prior to the date Executive executes this Agreement, and does so understanding and acknowledging the significance and consequences of such specific waiver. 

8.Consequences of Breach.  Executive agrees that he will indemnify and hold the Releasees harmless from any loss, cost, damage, or expense (including attorneys’ fees, except as prohibited by law under the ADEA), incurred by them arising out of Executive’s breach of any portion of this Agreement.  Executive also understands that his entitlement to and retention of the benefits the Company has agreed to provide Executive herein is expressly conditioned upon Executive’s ongoing fulfillment of his promises herein; and Executive agrees, to the extent permitted by law, to immediately return or repay the amounts Executive has received from the Company in excess of $100.00 upon Executive’s breach of any provision of this Agreement.  In the event the Company concludes or, in good faith, suspects that Executive has breached this Agreement (with both parties understanding and acknowledging that filing or participating in an EEOC charge or other governmental charge or investigation is not a breach of this Agreement), no additional payments will be provided under this Agreement unless and until the Company is so ordered by a court of competent jurisdiction. 

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9.Non-Admission.  Executive agrees that this Agreement shall not in any way be construed or interpreted as an admission of liability or wrongdoing by the Company, any such liability or wrongdoing being expressly denied. 

10.Acceptance Period.  Executive has until June 3, 2015 to consider whether or not he will accept the terms and conditions set forth herein.    In order to receive the Separation Benefits described above, it will be necessary for Executive to accept such terms and conditions by signing both copies of this Agreement and returning one (1) copy to me and, within twenty-two (22) days from the date of this letter, Executive must return a signed copy of this Agreement to the Chief Legal Officer.   

11.ADEA Release Requirements Have Been Satisfied:  Executive understands that this Agreement has to meet certain requirements to validly release any ADEA claims Executive might have had, and Executive represents and warrants that all such requirements have been satisfied.  Executive acknowledges that, before signing this Agreement, Executive was given at least twenty-one (21) days to consider this Agreement.  Executive further acknowledges that:  (1) Executive took advantage of as much of this period to consider this Agreement as Executive wished before signing it; (2) Executive carefully read this Agreement; (3) Executive fully understands it; (4) Executive entered into this Agreement knowingly and voluntarily (i.e., free from fraud, duress, coercion, or mistake of fact); (5) this Agreement is in writing and is understandable; (6) in this Agreement, Executive are waiving current ADEA claims; (7) Executive has not waived future ADEA claims; (8) Executive is receiving valuable consideration in exchange for execution of this Agreement that Executive would not otherwise be entitled to receive such consideration; and (9) the Company encourages Executive to discuss this Agreement with Executive’s attorney before signing it, and Executive acknowledge that Executive he has done so to the extent Executive deemed appropriate.

12.Revocation Period.  Executive understands that for a period up to and including seven (7) days after the date Executive sign this Agreement, Executive may revoke Executive’s waiver of Executive’s rights under the ADEA only, in which case Executive shall be paid only 15% of the gross Severance Pay set forth in Paragraph 2, herein.  If Executive decides to revoke his ADEA release in this Agreement, Executive must deliver via facsimile or hand delivery a signed notice of revocation to the Chief Legal Officer at 333 Three D Systems Circle, Rock Hill, South Carolina 29730, fax number 803-326-4796, on or before the end of this seven (7) day period.  Upon timely notice of such revocation, Executive’s waiver of ADEA rights shall be canceled and void.  All other rights and obligations arising under this Agreement shall remain in full force and effect, however.

13.409A Compliance.  Nothing in this Agreement is intended to provide for the deferral of compensation within the meaning of Internal Revenue  Code (“Code”) Section 409A and the regulations and rulings thereunder. All payments hereunder are intended to satisfy the short-term deferral exemption under Treas. Reg. § I .409A— 1 (h)(4) and/or the separation pay exemption under Treas. Reg. § I .409A- l(b)(9), as may be amended.  However, the responsibility for the tax effects of the payment to Executive of the Separation Benefits is Executive’s, and, therefore, Executive will be fully responsible for all income tax consequences relating to Executive’s receipt of the Separation Benefits, including without limitation, Executive’s payment of all applicable income taxes on the Separation Benefits and any effects of Code Section 409A or otherwise.

14.Return of Property.  Executive agrees that he will not retain or destroy, but will return to the Company within two (2) business days of his Separation Date, any and all Company property in Executive’s possession or subject to Executive’s control including, but not limited to, keys, credit and

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identification cards, computers, phones, personal items or equipment provided to Executive by the Company for Executive’s use during his employment, together with all written or recorded materials, documents, computer disks, plans, manuals, records, notes or other papers relating to the Company.  Executive further agrees that the Company shall have the right to verify that all such property and information have been returned, including through forensic inspection of Executive’s electronic devices and email accounts, personal or otherwise.  If Executive fails to return Company property in accordance with this Paragraph, the Company reserves the right to set off the value of such property against any amounts otherwise due and payable to Executive pursuant to this Agreement.  Notwithstanding the foregoing, the Company agrees that Executive may retain the personal computer issued to him by the Company in connection with his employment following its return to the Company’s IT Department and removal of all Company documents, programs and information.

15.Indemnification of Executive.  For a period of three (3) years after Executive’s Separation Date, the Company shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or other affiliates or in any other capacity, including any fiduciary capacity, in which Executive serves at the Company’s request, in each case to the maximum extent permitted by law and under the Company’s Articles of Incorporation and By-Laws (the “Governing Documents”), provided that in no event shall the protection afforded to Executive hereunder be less than that afforded under the Governing Documents as in effect on the date of this Agreement except from changes mandated by law.  For a period of three (3) years after the Separation Date, Executive will be covered by any policy of directors and officers liability insurance maintained by the Company for the benefit of its then officers and directors.

16.Cooperation.  In exchange for the Separation Benefits and other good and valuable consideration set forth herein, Executive agrees to make himself reasonably available to and to cooperate with the Company’s representatives in connection with any actual or threatened litigation and/or administrative proceeding(s) involving the Company in which Executive is potentially a material witness.  Executive further agrees to cooperate reasonably with any future internal Company investigations and to provide, at the Company’s request, truthful testimony at such time(s) and place(s) as may be mutually agreed upon by Executive and the Company; provided, however, that if Executive incur any costs reasonably associated with Executive’s participation in such an investigation or testimony, the Company will reimburse reasonable costs upon Executive’s timely submission of supporting documentation. 

Executive agrees not to make any statements or respond to inquiries from the press or other third parties regarding the Company and agrees not to voluntarily participate in any proceeding, litigation or arbitration against the Company except as permitted by this Agreement.  Should Executive receive an enforceable subpoena or an enforceable court order seeking to compel Executive to participate in any such action, Executive agrees to provide the Company with prompt notice delivered to the Company’s Chief Legal Officer, within two (2) days after receipt by Executive, providing the Company with the opportunity to object to and/or to be present at or participate in the action.  Nothing in this Paragraph shall require Executive to disobey a final court order or other final enforceable order, and nothing in this Agreement should be interpreted as prohibiting the good faith reporting of any violations of law or regulation to any governmental agency or entity or otherwise cooperating in a governmental investigation. 

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17.Waiver of Employment.  For and in consideration of the promises and other consideration described in this Agreement, and as a further material inducement to the Company to enter into this Agreement, Executive warrants, covenants, and agrees that Executive will not apply for, seek, or accept employment or any contractual relationship with the Company, or with any business or entity that is, currently or at any time in the future, owned in any part, operated or managed by the Company now or in the future.  Executive acknowledges that this Agreement may constitute a complete and final reason for any subsequent denial of employment or any contractual relationship, and that this Agreement may be offered as a complete defense to any charge, claim, or cause of action for such denial.

18.FMLA Rights Honored.  Executive acknowledges that he has received all of the leave from work for family and/or personal medical reasons and/or other benefits to which Executive believes he is entitled under the Company’s policy and the Family and Medical Leave Act of 1993 (“FMLA”), as amended.  Executive further acknowledges that he has no pending request for FMLA leave with the Company, nor has the Company mistreated him in any way on account of any illness or injury to Executive or any member of Executive’s family. 

19.Waiver of Breach. The waiver of a breach of any term or provision of this Severance Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement. 

20.Arbitration of Disputes.  Except as to a request for a temporary or preliminary injunction or similar equitable relief, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be fully and finally settled in accordance with the American Arbitration Association (AAA) arbitration procedures and rules.  The arbitration shall be conducted by one arbitrator either mutually agreed upon by Executive and the Company or chosen in accordance with the AAA rules.  The place of arbitration shall be the City of Charlotte, North Carolina.  Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

21.Miscellaneous.  This Agreement constitutes the entire agreement of the parties and supersedes any prior agreements, whether oral or written, between the parties, except for any restrictive covenants and/or confidentiality provisions between Executive and the Company, which are incorporated herein by reference.  This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and Executive’s heirs, administrators, executors, and personal representatives.  If any portion of any provision of this Agreement is determined to be unenforceable by a court of appropriate jurisdiction, the remaining portions of the affected provisions of this Agreement will continue in full force and effect.  The failure of the Company to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision or the right of the Company thereafter to enforce each and every such provision.  The language contained in this Agreement shall be deemed to be that negotiated and approved by both parties and no rule of strict construction shall be applied against either party.  Except to the extent governed by federal law, this Agreement shall be deemed to have been executed in the State of South Carolina without giving effect to its conflict of law principles, and all matters pertaining to the validity, construction, interpretation and effect of this Agreement shall be governed by the laws of the State of South Carolina. 

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I HAVE READ THIS AGREEMENT AND FULLY UNDERSTAND ALL ITS TERMS AND WHAT THEY MEAN.  NO OTHER PROMISE, INDUCEMENT, THREAT, AGREEMENT, OR UNDERSTANDING OF ANY KIND OR DESCRIPTION WHATSOEVER HAS BEEN MADE WITH OR TO ME TO CAUSE ME TO SIGN THIS AGREEMENT.  I ENTER INTO AND SIGN THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITHOUT DURESS OR COERCION OF ANY KIND WHATSOEVER, AND WITH THE INTENT OF BEING LEGALLY BOUND BY THE AGREEMENT.

IN WITNESS WHEREOF, the Parties execute this Agreement as follows:

/s/ Avi N. Reichental

Avi N. Reichental

President & Chief Executive Officer

May 14, 2015

Date

/s/ Theodore A. Hull

Theodore A. Hull

May 14, 2015

Date

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EX-10.2

EXHIBIT 10.2

Execution Version

SEVERANCE AGREEMENT

THIS AGREEMENT (the “Agreement”), made and entered into as of this 14th day of May,  2015, by and between 3D Systems, Inc, a California corporation (the “Company”), and David Styka (the “Executive”).

WITNESSETH:

WHEREAS, Executive is a key employee of the Company and an integral part of the Company’s management; and

WHEREAS, the Company desires to provide Executive with certain benefits if Executive’s employment is terminated involuntarily under certain circumstances or he resigns for particular reasons; and

WHEREAS, the Agreement is not intended to provide for the deferral of compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), but rather, is intended to satisfy the short-term deferral exemption under Treasury Regulation (“Treas. Reg.”) §1.409A-l(b)(4) and/or the separation pay exemption under Treas. Reg. §1.409A-1(b)(9); and

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

1.EMPLOYMENT AT WILL

This Agreement shall not be considered an employment agreement and in no way guarantees Executive the right to continue in the employment of the Company or its affiliates.  Executive’s employment is considered employment at will, subject to Executive’s right to receive payments and benefits upon certain terminations of employment as provided below.

As of the date hereof, this Agreement is intended to, and shall, supersede and replace in its entirety any prior severance agreement and the severance obligations contained in any employment letter agreement between Executive and the Company (or a predecessor to the Company).

2.DEFINITIONS.  For purposes of this Agreement, the following terms shall have the meanings specified below:

2.1.“Board” or “Board of Directors”.  The Board of Directors of 3D Systems Corporation, or its successor.

2.2.“Cause”.  The involuntary termination of Executive by the Company for the following reasons shall constitute a termination for Cause:

a.If termination shall have been the result of an act or acts by the Executive which have been found in an applicable court of law to constitute a felony (other than traffic-related offenses);

b.If termination shall have been the result of an act or acts by the Executive which are determined in the good faith judgment of the Board to be in violation of law or of written policies of the Company and which result in material injury to the Company;

c.If termination shall have been the result of an act or acts of dishonesty by the Executive resulting or intended to result directly or indirectly in gain or personal enrichment to the Executive at the expense of the Company; or

d.Upon the continued failure by the Executive substantially to perform the duties reasonably assigned to Executive given Executive’s training and experience (other than any such failure resulting from incapacity due to mental or physical illness not constituting a Disability, as defined herein), after a demand in writing for substantial performance of such duties is delivered by the Company, which demand identifies the manner in which the Company believes that the Executive has not substantially performed his duties, and such failure results in material injury to the Company.

If Executive’s employment is terminated for any reason, the supervising executive to whom Executive directly reports (the “Supervising Executive”) shall make an initial determination whether or not the termination was for Cause.  If the Supervising Executive determines that the termination was for Cause, then, within ten (10) days of such termination, the Company shall provide written notice to the Executive indicating that the termination was for Cause and noting that benefits will not be made available to the Executive pursuant to this Agreement.

2.3.“Disability’’.  Disability means the Executive: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.  Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Company provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence.  Upon the request of the plan administrator, the Executive must submit proof to the Company of the Social Security Administration’s or the provider’s determination.

2.4.“Good Reason”.  A “Good Reason” for termination by Executive of Executive’s employment with the Company shall mean the occurrence during the Agreement, without Executive’s express consent, of any of the following acts by the Company, or failures by the Company to act, and such act or failure to act has not been corrected within thirty (30) days after written notice of such act, or failure to act, is given by Executive to the Company:

a.A material diminution in the Executive’s base salary;

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b.A demotion of Executive that materially reduces his authority, duties, or responsibilities; or

c.A  material  change  in the  geographic  location  at which  the Executive must perform his services, which is defined, for purposes of this paragraph, as requiring the Executive to be based more than 50 miles from the primary workplace where Executive was based immediately prior to the material change. 

A termination by the Executive will only constitute a termination for Good Reason if the Executive provides the Company with notice within ninety (90) days of the initial existence of one of the events outlined in this Section and the Company is provided thirty (30) days in which to remedy the event and not be required to pay the amount due under this Agreement if the event is so remedied. If the Company fails to remedy the Good Reason circumstances specified in such notice to the reasonable satisfaction of Executive within such thirty (30) day cure period, Executive may exercise his right to terminate his employment for Good Reason within the thirty (30) day period following the expiration of the Company’s thirty (30) day cure period.  Executive’s failure to terminate his employment within such thirty (30) day period shall nullify Executive’s right to terminate his employment for Good Reason based on the circumstances specified in Executive’s written notice to the Company.

2.5.“Section 409A”.  Section 409A of the Code and the regulations and rulings thereunder.

3.SCOPE OF AGREEMENT

This Agreement provides for the payment of compensation and benefits to Executive in the event his employment (i) is involuntarily terminated by the Company without Cause, or (ii) is terminated by Executive for Good Reason.  If Executive is terminated by the Company for Cause, dies, incurs a Disability or voluntarily terminates employment (other than for Good Reason), this Agreement shall terminate, and Executive shall be entitled to no payments of compensation or benefits pursuant to the terms of this Agreement; provided that in such events, Executive will be entitled to whatever benefits are payable pursuant to the terms of any health, life insurance, disability, welfare, retirement, deferred compensation, or other plan or program maintained by the Company.

The severance pay and benefits provided for in Section 4 herein shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program or arrangement for a termination of employment covered by such circumstances.

4.BENEFITS UPON INVOLUNTARY TERMINATION WITHOUT CAUSE BY THE COMPANY OR FOR GOOD REASON BY EXECUTIVE

If Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or if Executive terminates his employment with the Company for Good Reason, the Executive shall be entitled to the compensation and benefits described below, provided that Executive, as

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described in Section 4.4, executes a valid release of claims in such form as may be required by the Company. 

With the exception of the applicable COBRA premiums provided under Section 4.2, those payments described in this Article 4 that exceed two times the lesser of: (1) the amount of the Executive’s annualized compensation based upon the annual rate of pay the Executive received from the Company in the year preceding the year of the Executive’s termination, adjusted for any increase in compensation that the Executive would have expected to receive had the Executive not separated from service with the Company, and as defined under Treasury Regulation §1.409A-1(b)(9)((iii)(A)(1); or (2) the maximum amount that may be taken into account for a qualified plan under Code Section 401(a)(17) for the year in which Executive’s termination of employment occurs shall be paid, on a ratable basis, not later than 2 1/2 months after the end of the year in which Executive’s termination of employment occurs.

4.1.Severance Payment.  The Company will pay Executive up to an amount equal to one (1) year of Executive’s salary at the time of termination (“Separation Pay”).  Separation Pay shall be payable to Executive for six (6) months following Executive’s termination of employment (“Initial Severance Period”) and up to an additional six (6) months thereafter so long as Executive has not accepted new employment (“Subsequent Severance Period” and together with the Initial Severance Period, the “Severance Period”).  Executive shall certify to the Company on the first day of each month during the Subsequent Severance Period that he has not accepted new employment.  If Executive fails to provide such certification or obtains new employment during the Subsequent Severance Period, no further severance payments will be made, and the Severance Period shall end.  Payment of Separation Pay will be made at the same time as wages are paid to active employees in Executive’s job classification in equal payments over a period of up to 12 months as described above, beginning on the first practicable regular pay day following Executive’s execution of Exhibit A to this Agreement and expiration of the seven (7) day revocation period described therein.

4.2.Health Care.  The Company shall provide the following health care benefits to the Executive:

a.if the Executive shall elect to continue medical coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the difference between the applicable premium for COBRA continuation coverage and the active employee monthly premium cost until the earliest of: (a) the date on which the Executive is eligible to participate in another medical plan, (b) the first day of the month for which the Executive fails timely to remit the Executive’s portion of the premium, or (c) the end of the Severance Period. Executive shall be responsible for the timely and proper election of COBRA continuation coverage for Executive and Executive’s eligible dependents.  Executive will be billed monthly for the continued medical coverage under COBRA and the Executive’s failure timely to pay Executive’s portion of the COBRA premium shall terminate the COBRA coverage and the Company’s obligations under this Section 4.2(a). 

4.3.Other Benefits.All other fringe benefits provided to Executive as an active employee of the Company shall cease on the date of termination of his employment,

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provided that any conversion or extension rights applicable to such benefits shall be made available to Executive at his date of termination of employment or when such coverages otherwise cease at the end of the Severance Period.  The terms and conditions regarding any incentive, stock or other equity awards shall be in accordance with the applicable plan documents. 

4.4.Release of Claims.  To be entitled to any of the compensation and benefits described above in this Section 4, Executive shall sign a release of claims substantially in the form attached hereto as Exhibit A.  No payments shall be made under this Section 4 until such release has been properly executed and delivered to the Company and until the expiration of the revocation period, if any, provided under the release.  If the release is not properly executed by the Executive and delivered to the Company within the reasonable time periods specified in the release, the Company’s obligations under this Section 4 will terminate.

4.5.409A Compliance.  Nothing in this Agreement is intended to provide for the deferral of compensation within the meaning of Code Section 409A.  All payments hereunder are intended to satisfy the short-term  deferral exemption under Treas. Reg. §1.409A-1(b)(4) and/or the separation pay exemption under Treas. Reg. §1.409A-1(b)(9), as may be amended.  Notwithstanding the foregoing, in the event that it is determined that this Agreement, or any portion hereof, is subject to Code Section 409A, the parties shall amend this Agreement in any manner necessary to comply with the requirements of Code Section 409A, and shall implement, carry out and administer this Agreement in a manner that complies with any applicable requirements of Code Section 409A.

5.CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION

5.1.Purpose and Reasonableness of Provisions.  Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and will furnish to Executive Confidential Information and Trade Secrets (as defined in Sections 5.11(a) and 5.11(b) respectively) which could be used by a competitor of the Company to the Company’s substantial detriment.  Moreover, the parties recognize that Executive, during the course of his employment with the Company, has and will develop important relationships with customers and others having valuable business relationships with the Company.  In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section 5 and Exhibit B to the Agreement are reasonably necessary to protect the Company’s legitimate business interests and good will.

5.2.Proprietary Rights.All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remain the sole and exclusive property of the Company.  The Executive must (1) immediately disclose to the Company all Confidential Information and Trade Secrets developed, conceived, received or disclosed, in whole or in part, by or to the Executive while Employed by the Company; (2) assign to the Company any right, title, or interest Executive may have in such Confidential Information and Trade Secrets, and (3) at the request and expense of the Company, do all things and sign all documents or instruments reasonably necessary in the opinion of the Company to

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eliminate any ambiguity as to the ownership by, and rights of, the Company in such Confidential Information and Trade Secrets, including, without limitation, providing full cooperation in litigation and other proceedings to establish or protect such right.  The Executive agrees that any copyright in the expression of such Confidential Information or Trade Secrets shall be the property of the Company, and that any patent rights and any invention or novel devices or processes developed by the use of such Confidential Information or Trade Secrets shall be the exclusive property of the Company.

5.3.Trade Secrets and Confidential Information.  During the term of employment and for a period of (i) three (3) years thereafter for Confidential Information that is not a trade secret under South Carolina law or (ii) until the Confidential Information that is a trade secret under South Carolina law ceases to qualify as such, Executive agrees that he shall protect any such Confidential Information and shall not, except in connection with the performance of his remaining duties for the Company and as provided herein, disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical embodiments thereof, to any person or entity.  Executive further agrees that he shall not, except in connection with the performance of his remaining duties for the Company and otherwise provided herein, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity.  Executive will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Executive to lose their character as such; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction.  Further, nothing in this Section or any other provision or agreement should be interpreted to prohibit the good faith reporting of violations of law or regulations to any governmental agency or entity or otherwise cooperating in a governmental investigation.  Executive’s obligations under this Section 5.3 shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information or Trade Secrets with the prior written consent of the Chief Executive Officer.

The Executive attests that, during his employment with the Company, he has not and will not offer, disclose or use on Executive’s own behalf or on behalf of the Company, any information Executive received prior to employment by the Company, which was supplied to Executive confidentially or which Executive should reasonably know to be confidential, to any person, organization or entity other than the Company without the written approval of such person, organization or entity.

Nothing contained herein shall be in derogation or a limitation of the rights of the Company to enforce its rights or the duties of Executive under then applicable South Carolina law relating to Trade Secrets.

5.4.Return of Confidential Information and Trade Secrets; Return of Property. Upon request by the Company and, in any event, upon termination of the employment of the Executive with the Company for any reason, Executive will promptly deliver to the Company all property  belonging  to  the  Company,  including  but  without  limitation,  all  Confidential Information and Trade Secrets and all embodiments thereof, all

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Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents (including all such data and documents in electronic form) supplied to or created by him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company’s equipment and other materials in his possession or control.  Executive’s obligations under this Section 5.4 shall survive any expiration or termination of this Agreement.

5.5.Inventions.The Executive does hereby assign to the Company the entire right, title and interest in any Invention (as defined in Section 5.11(d) below) which is made, conceived, either solely or jointly with others, during employment with the Company.  The Executive agrees to promptly disclose to the Company all such Inventions.  The Executive will, if requested, promptly execute and deliver to the Company a specific assignment of title for an Invention and will, at the expense of the Company, take all reasonably required action by the Company to patent, copyright or otherwise protect the Invention.

5.6.Non-Competition.  The Executive agrees to comply with the non-competition restrictions attached hereto as Exhibit B.  The Company and Executive recognize that Executive may experience periodic material changes in his job title and/or to the duties, responsibilities or services that he is called upon to perform on behalf of the Company.  If Executive experiences such a material change, the parties shall, as soon as is practicable, enter into a signed, written addendum to Exhibit B hereto reflecting such material change at the Company’s request. 

5.7.Non-Solicitation of Customers/Suppliers.  The Executive agrees to comply with the non-solicitation of customers/suppliers restrictions attached hereto as Exhibit B.

5.8.Non-Solicitation of Employees.The Executive agrees to comply with the non-solicitation of employees restrictions attached hereto as Exhibit B.

5.9.Injunctive Relief.  Executive acknowledges that if he breaches or threatens to breach any of the provisions of this Section 5 and/or Exhibit B to the Agreement, his actions may cause irreparable harm and damage to the Company which could not be compensated by damages alone.  Accordingly, if Executive breaches or threatens to breach any of the provisions of this Section 5 and/or Exhibit B to the Agreement, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies the Company may have.  Executive hereby waives the requirement for a bond by the Company as a condition to seeking injunctive relief.  The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive’s agreements under this Section 5 and/or Exhibit B to the Agreement.

5.10.Provisions Severable.  If any provision in this Section 5 and/or Exhibit B to the Agreement is determined to be in violation of any law, rule or regulation or otherwise unenforceable, and cannot be modified to be enforceable, such determination shall not affect the validity of any other provisions of this Agreement, but such other provisions shall remain in full force and effect.  Each and every provision, paragraph and subparagraph of this Section 5 and

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Exhibit B to the Agreement is severable from the other provisions, paragraphs and subparagraphs and constitutes a· separate and distinct covenant.

5.11.Definitions.  For purposes of this Section 5, the following definitions shall apply:

a.“Confidential Information” means:

(i)information relating to the Business of 3D Systems (as defined in Exhibit B hereto) (A) which Executive develops, helps develop in conjunction with others, creates, or becomes aware as a consequence of or through Executive’s employment with the Company or any other arrangement or relationship with the Company; (B) which has value to the Company, actual or potential, from not being generally known by others who can obtain economic value from its disclosure or use (whether or not such material or information is marked “confidential”).  For purposes of this Agreement, subject to the foregoing, and according to terminology commonly used by the Company, the Company’s Confidential Information shall include, but not be limited to, information pertaining to: (1) Business Opportunities (as defined below); (2) data and compilations of data relating to the Company’s Business; (3) compilations of information about, and communications and agreements with, customers and potential customers of the Company; (4) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by Executive in furtherance of Executive’s duties with the Company; (5) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and cost and expense reports; (6) compilations of information about the Company’s employees and independent contracting consultants; (7) the Company’s financial information, including, without limitation, amounts charged to customers and amounts charged to the Company by its vendors, suppliers, and service providers; (8) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (9) the Company’s marketing strategies and compilations of marketing data; (10) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources of technology, products, services or components used in the Company’s Business; (11) any information concerning services requested and services performed on behalf of customers of the Company, including planned products or services; and (12) the Company’s research and development records and data.  Confidential Information also includes any summary, extract or analysis of such information together with information that has been received or disclosed to the Company by any third party as to which the Company has an obligation to treat as confidential.

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(ii)Confidential Information shall not include:

(A)Information generally available to the public other than as a result of improper disclosure by Executive;

(B)Information that becomes available to Executive from a source other than the Company (provided Executive has no knowledge that such information was obtained from a source in breach of a duty to the Company);

(C)Information disclosed pursuant to law, regulations or pursuant to a subpoena, court order or legal process; and/or

(D)Information obtained in filings with the Securities and Exchange Commission.

b.“Trade Secrets” includes Confidential Information constituting a trade secret under South Carolina law.

c.“Business Opportunities” means all ideas, concepts or information received or developed (in whatever form) by Executive concerning any business, transaction or potential transaction within the Company’s Business that constitutes or may constitute an opportunity for the Company to earn a fee or income, which are opportunities in which the Company has gained a legal or equitable interest or expectancy growing out of a preexisting right or relationship with a current or prospective customer, specifically including those relationships that were initiated, nourished or developed at the Company’s expense.  All ideas, concepts and information concerning any Business Opportunity shall constitute Confidential Information (as defined in paragraph (a) above).

d.“Inventions” means contributions, discoveries, improvements and ideas and works of authorship, whether or not patentable or copyrightable, (i) which relate directly to the Company’s Business, or (ii) which result from any work performed by Executive or by Executive’s fellow employees for the Company, or (iii) for which equipment, supplies, facilities, Confidential Information or Trade Secrets of the Company are used, or (iv) which is developed on the Company’s time.

e.“Company’s Business” shall have the meaning provided on Exhibit B.

6.MISCELLANEOUS

6.1.Contract Non-Assignable.  The parties acknowledge that this Agreement has been entered into due to, among other things, the special skills and knowledge of Executive, and agree that this Agreement may not be assigned or transferred by Executive.

6.2.Non-Disparagement.  During his employment and for a period of two (2) years, Executive agrees not to disparage the Company, its related entities, its officers, employees or its customers (nothing herein prevents the Executive from good-faith reporting or participating in a government investigation).

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6.3.Successors; Binding Agreement.

a.In addition to any obligations imposed by law upon any successor to the Company, the Company  will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, or who acquires the stock of the Company, to expressly assume and agree to perform this Agreement, in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

b.ThisAgreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representative, executors, administrators, successors, heirs, distributees, devisees and legatees.

6.4.Provisions Severable.  If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.

6.5.Waiver.  Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.

6.6.Amendments and Modifications.  This Agreement may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to this Agreement.

6.7.Governing Law.  The validity and effect of this Agreement shall be governed by and be construed and enforced in accordance with the laws of the State of South Carolina.

6.8.Cooperation.  In exchange for the Separation Benefits and other good and valuable consideration set forth herein, Executive agrees to make himself reasonably available to and to cooperate with the Company’s representatives in connection with any actual or threatened litigation and/or administrative proceeding(s) involving the Company in which Executive is potentially a material witness.  Executive further agrees to cooperate reasonably with any future internal Company investigations and to provide, at the Company’s request, truthful testimony at such time(s) and place(s) as may be mutually agreed upon by Executive and the Company; provided, however, that if Executive incur any costs reasonably associated with Executive’s participation in such an investigation or testimony, the Company will reimburse reasonable costs upon Executive’s timely submission of supporting documentation.

Executive agrees not to make any statements or respond to inquiries from the press or other third parties regarding the Company and agrees not to voluntarily participate in any proceeding, litigation or arbitration against the Company except as permitted by this Agreement.  Should Executive receive an enforceable subpoena or an enforceable court order seeking to

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compel Executive to participate in any such action, Executive agrees to provide the Company with prompt notice delivered to the Company’s Chief Legal Officer, within two (2) days after receipt by Executive, providing the Company with the opportunity to object to and/or to be present at or participate in the action.  Nothing in this Paragraph shall require Executive to disobey a final court order or other final enforceable order, and nothing in this Agreement should be interpreted as prohibiting the good faith reporting of any violations of law or regulation to any governmental agency or entity or otherwise cooperating in a governmental investigation.

6.9.Disputes.

a.Except as to a request for a temporary or preliminary injunction or similar equitable relief, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be fully and finally settled by arbitration administered by the American Arbitration Association (“AAA”).  The arbitration shall be conducted by one arbitrator either mutually agreed upon by Executive and the Company or chosen in accordance with the AAA rules.  The place of arbitration shall be the City of Charlotte, North Carolina.  Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

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3D SYSTEMS, INC.
By:	/s/ Andrew M. Johnson
Andrew M. Johnson
Executive Vice President, Chief Legal Officer
May 14, 2015
[Date]
Executive:
/s/ David Styka
David Styka
	May 14, 2015
[Date]

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EXHIBIT 10.2

Execution Version

EXHIBIT A

TO

SEVERANCE AGREEMENT

GENERAL RELEASE

a)Released Claims: The undersigned Executive of 3D Systems, Inc. (the “Company”), having entered into that certain 3D Systems, Inc. Severance Agreement dated _________ (the “Agreement”), which Agreement is expressly incorporated herein by reference, hereby enters into the following General Release effective as of the date listed below.  This General Release must be executed and returned to 3D Systems, Inc., without modification, within thirty (30) days of the date of the termination of Executive’s employment in order for Executive to receive any of the compensation and benefits set forth in Section 4 of the Agreement.

Executive hereby irrevocably and unconditionally fully and finally releases, acquits and forever discharges all the claims described herein that he may now have against the Released Parties listed in Section (b), below, except that he is not releasing any claim that relates to: (1) his right to enforce this General Release; (2) any rights or claims that arise after the execution of this General Release; or (3) any rights or claims that he cannot lawfully release.  Subject only to the exceptions just noted, Executive is releasing any and all claims, demands, actions, causes of action, liabilities, debts, losses, costs, expenses, or proceedings of every kind and nature, whether direct, contingent, or otherwise, known or unknown, past, present, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he now has, may have had at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing to occur at any time in the past up to and including the date of this General Release.  Executive understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as, but not limited to, the following:

Anti-discrimination and retaliation statutes, such as Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Sarbanes-Oxley Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged

violation of mail, wire, bank, or securities laws; South Carolina anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin;  and  any  other  federal,  state,  or  local  laws  prohibiting  employment discrimination or retaliation.

Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Executive Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws.

Other laws, such as any federal, state, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action.

Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section (a), above, of this General Release): (i) claims that in any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Executive’s employment with the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Executive is releasing.

b)Released Parties: The Released party/parties is/are 3D Systems, Inc., all current, future and former parents, subsidiaries, related companies, partnerships, or joint ventures related thereto, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection, and their successors (hereinafter the “Released Parties”).

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c)Unknown Claims: Executive understands that he is releasing the Released Parties from claims that he may not know about as of the date of the execution of this General Release, and that is his knowing and voluntary intent even though Executive recognizes that someday he might learn that some or all of the facts he currently believes to be true are untrue and even though he might then regret having signed this General Release.  Nevertheless, Executive is expressly assuming that risk and agrees that this General Release shall remain effective in all respects in any such case.  Executive expressly waives all rights he might have under any law that is intended to protect him from waiving unknown claims Executive understands the significance of doing so.  If Executive resides in California, Executive hereby expressly waives the provisions of California Civil Code Section 1542, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  Moreover, this Release does not extend to those rights which, as a matter of law, cannot be waived, including but not limited to, unwaivable rights that Executive may have under the California Labor Code.

d)Ownership of Claims: Executive represents and warrants that he has not sold, assigned or transferred any claim he is purporting to release, nor has he attempted to do so.  Executive expressly represents and warrants that he has the full legal authority to enter into this General Release for himself and his estate, and does not require the approval of anyone else.

e)Pursuit of Released Claims: Executive represents that he has not filed or caused to be filed any lawsuit, complaint, or charge with respect to any claim this General Release purports to waive, and he promises never to file or prosecute any lawsuit, complaint, or charge based on such claims.  This provision shall not apply to any non-waivable charges or claims brought before any governmental agency.  With respect to any such non-waivable claims, however, Executive agrees to waive his right (if any) to any monetary or other recovery, including but not limited to reinstatement, should any governmental agency or other third party pursue any claims on his behalf, either individually or as part of any class or collective action.

f)FMLA and FLSA Rights Honored: Executive acknowledges that he has received all of the leave from work for family and/or personal medical reasons and/or other benefits to which he believes he is entitled under Employer’s policy and the Family and Medical Leave Act of 1993 (“FMLA”), as amended.  Executive has no pending request for FMLA leave with Employer; nor has Employer mistreated Executive in any way on account of any illness or injury to Executive or any member of Executive’s family.  Executive further acknowledges that he has received all of the monetary compensation, including hourly wages, salary and/or overtime compensation, to which he believes he is entitled under the Fair Labor Standards Act (“FLSA”), as amended.

g)ADEA Release Requirements Have Been Satisfied: Executive understands that this General Release has to meet certain requirements to validly release any ADEA claims Executive might have had, and Executive represents and warrants that all such requirements have been satisfied.  Executive acknowledges that, before signing this

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General Release, he was given at least twenty-one (21) days to consider this General Release.  Executive further acknowledges that: (1) he took advantage of as much of this period to consider this General Release as he wished before signing it; (2) he carefully read this General Release; (3) he fully understands it; (4) he entered into this General Release knowingly and voluntarily (i.e., free from fraud, duress, coercion, or mistake of fact); (5) this General Release is in writing and is understandable; (6) in this General Release, Executive waives current ADEA claims; (7) Executive has not waived future ADEA claims; (8) Executive is receiving valuable consideration in exchange for execution of this General Release that he would not otherwise be entitled to receive such consideration; and (9) Employer advises and encourages Executive in writing to discuss this General Release with his attorney (at his own expense) before signing it, and that he has done so to the extent he deemed appropriate.

h)Revocation: For a period of at least seven (7) days following the execution of this General Release, Executive may revoke this General Release.  If Executive wishes to revoke this General Release in its entirety, he must make a revocation in writing which must be delivered by hand or confirmed facsimile before 5:00 p.m. of the seventh day of the revocation period to the General Counsel of 3D Systems at 333 Three D Systems Circle, Rock Hill, SC 29730, otherwise the revocation will not be effective.  If Executive timely revokes thisGeneral  Release,  Employer  shall  retain  payments  and  benefits  otherwise  payable toExecutive under the Agreement.

i)Access to Independent Legal Counsel; Knowing and Voluntary Execution: EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL OF HIS OWN CHOOSING IN CONNECTION WITH ENTERING INTO THIS GENERAL RELEASE. EXECUTIVE FURTHER ACKNOWLEDGES THAT, IF DESIRED, HIS LEGAL COUNSEL HAS REVIEWED THIS GENERAL RELEASE, THAT EXECUTIVE FULLY UNDERSTANDS THE TERMS AND CONDITIONSOF THIS GENERAL RELEASE AND THAT EXECUTIVE AGREES TO BE FULLY BOUND BY AND SUBJECT THERETO.  EXECUTIVE HAS CAREFULLY READ THIS GENERAL RELEASE AND KNOWS AND UNDERSTANDS THE CONTENTS THEREOF, AND THAT HE EXECUTES THE SAME AS HIS OWN FREE ACT AND DEED.

IN WITNESS WHEREOF, Executive has executed this General Release on the date set forth below.

Signature of David Styka

Date:

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EXHIBIT 10.2

Execution Version

EXHIBIT B

TO

SEVERANCE AGREEMENT

AGREED NON-COMPETITION RESTRICTIONS NEGOTIATED AND CONSENTED TO IN CONSIDERATION FOR SEVERANCE AGREEMENT

NON-COMPETE AND NON-SOLICITATION AGREEMENT

This NON-COMPETe and non-solicitation Agreement (this “Agreement”) is made and entered into as of May 14, 2015 (the “Effective Date”) by and between 3D Systems, Inc., a California corporation (“3D SYSTEMS”), and David Styka, a resident of North Carolina (“STYKA”).

WHEREAS, STYKA acknowledges that the promises and restrictive covenants that STYKA is providing in this Agreement are reasonable and necessary to the protection of 3D SYSTEMS’ legitimate business interests in hiring STYKA in the position of Chief Operating Officer;

WHEREAS, STYKA acknowledges that, in connection with his employment by 3DSYSTEMS, he will be receiving substantial monetary and other benefits, which benefits constitute adequate consideration for the covenants in this Agreement; and

WHEREAS, STYKA understands and acknowledges that as a material inducement for, and a material condition to, 3D SYSTEMS’ decision to promote STYKA to the position of Chief Financial Officer (“CFO”), STYKA is entering into this Agreement and agrees and approves the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Recitals; Capitalized Terms. 

(a)The recitals set forth above are true and correct and are made a substantive part of this Agreement.

2.Non-Compete; Non-Solicitation.

(a)Except as provided in Section 2(f) below, in furtherance of the consideration being paid by 3D SYSTEMS in connection with STYKA’s employment, STYKA agrees that, during the period beginning on the Effective Date and ending on the third (3rd) anniversary of the termination of STYKA’s employment with 3D SYSTEMS (such period, the “Restricted Period”), STYKA shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative, or otherwise), consult, render services, organize, plan to organize, or in any manner engage, or make any preparation to engage,

in any activity or enterprise providing 3D content-to-print solutions including 3D printers, print materials, on-demand custom parts services and 3D authoring solutions for professionals and consumers (the “Business of 3D Systems”) anywhere in the United States.  STYKA acknowledges and agrees that the length of the non-compete and non-solicitation periods are reasonable and narrowly drawn to impose no greater restraint than is necessary to protect 3D SYSTEMS’ legitimate business interest.  Each of 3D SYSTEMS and STYKA intend that the covenants of Section 2(a) and Section 2(c) shall be deemed to be a series of separate covenants, one for each county or province of each and every state, and one for each month of the time periods covered by such covenants.

(b)Except as permitted by Section 2(f) below, STYKA agrees that STYKA shall not, whether directly or indirectly, during the Restricted Period do any of the following:  (i) solicit the employment of or hire any current employee of 3D SYSTEMS (or any employee who was employed by 3D SYSTEMS for any type of employment within the eighteen (18) month period prior to the Effective Date) without the prior written consent of 3D SYSTEMS (at its sole discretion), provided,  however, that nothing herein shall prohibit STYKA from making general solicitation advertisements that are not targeted at such employees; (ii) call on, solicit, or service any supplier, prospective supplier, licensee, licensor, or other business relation of 3D SYSTEMS with respect to products, software or services related to the Business of 3D Systems in order to influence or induce or attempt to influence or induce such person to decrease or cease doing business with 3D SYSTEMS, or in any way otherwise interfere with the business relations of 3D SYSTEMS; (iii) make any statement or do any act intended to cause existing or potential customers of 3D SYSTEMS to make use of the services or purchase the services or products of any competitive business; or (iv) induce or attempt to induce any employee of 3D SYSTEMS to leave his or her employ or in any way interfere with the relationship between 3D SYSTEMS and its employees.

(c)If, during the enforcement of any or all of the covenants and provisions set forth in this Section 2, any court of competent jurisdiction enters a final judgment that declares that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, are invalid, or are otherwise unenforceable, then the parties hereto agree that the maximum enforceable duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area, and that the court making the determination of invalidity or unenforceability shall have the power to revise the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes the closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum duration, scope, or area permitted by Law.

(d)STYKA agrees that in the event a court of competent jurisdiction declares that there has been a breach by STYKA of this Section 2, the term of any such covenant so breached shall be automatically extended for the period of time of the violation from the date on which such breach ceases or from the date of the entry by a court of competent jurisdiction of a final non-appealable order enforcing such covenant, whichever is later.

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(e)Notwithstanding the terms of this Section 2, STYKA shall not be prohibited from (i) being a beneficial owner of not more than five percent (5%) of the outstanding stock of any class of person which is publicly traded and which enterprise is competitive with the Business of 3D Systems, so long as STYKA has no active participation in the business of such person or (ii) serving as a director or advisor to any non-profit organization or governmental entity.

(f)Each of the parties considers the provisions of Section 2 and Section 3 to be fair and reasonable in order to protect their respective legitimate business interests.

(g)STYKA acknowledges and agrees that 3D SYSTEMS and its direct and indirect subsidiaries are expressly intended to be third-party beneficiaries of the provisions of this Agreement and that any assignees of 3D SYSTEMS that are permitted by this Agreement are authorized to enforce the provisions of this Agreement.

3.Confidentiality.  After the Effective Date, STYKA will treat and hold as such all confidential information (as such term is defined in the parties’ Severance Agreement) concerning 3D SYSTEMS and refrain from disclosing or using any of such confidential information.  STYKA further agrees to cooperate with 3D SYSTEMS in opposing any effort by any person or entity to obtain 3D SYSTEMS confidential information from STYKA without his permission until a court of competent jurisdiction has ruled on 3D SYSTEMS’ and your joint objections.  Nothing herein shall require STYKA to disobey a final court order or other final enforceable order to disclose information, and nothing herein should be interpreted to prohibit the good faith reporting of violations of law or regulations to any governmental agency or entity or otherwise cooperating in a governmental investigation.

4.Injunctive Relief; Remedies.

(a)If STYKA breaches or threatens to commit a breach of any of the restrictive covenants set forth in this Agreement, then 3D SYSTEMS shall have the following rights and remedies against STYKA which are in addition to, and not in lieu of, any other rights and remedies otherwise available to 3D SYSTEMS at Law or in equity for STYKA’s actions:

(i)the right and remedy to have the restrictive covenants in this Agreement specifically enforced against STYKA, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by STYKA that any breach or threatened breach by STYKA of Section 2 or Section 3 would cause irreparable injury to 3D SYSTEMS and that money damages would not provide an adequate remedy to 3D SYSTEMS;

(ii)the right and remedy to require STYKA to account for and pay over to 3D SYSTEMS any monies and benefits derived or received directly or indirectly, from any transaction constituting a breach of Section 2 or Section 3; and

(iii)the right and remedy to collect from STYKA, if 3D SYSTEMS is the prevailing party, any costs and fees of 3D SYSTEMS incurred in enforcing Section 2 or Section 3, including reasonable attorneys’ fees.

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(b)STYKA further agrees that no bond or other security shall be required in obtaining specific enforcement.

(c)STYKA shall be entitled to collect from 3D SYSTEMS his costs and fees, including reasonable attorneys’ fees, if he is the prevailing party in any action brought by 3D SYSTEMS with respect to an alleged breach of Section 2 or Section 3.

5.Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and, for purposes of such jurisdiction, such provision or portion thereof shall be struck from the remainder of this Agreement, which shall remain in full force and effect.  This Agreement shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the parties hereto under this Agreement.

6.Indemnification.  STYKA and 3D SYSTEMS each hereby agree to indemnify the other party hereto and to hold the other party hereto harmless from and against any and all claims, losses, liabilities, damages, obligations, costs and expenses (including reasonable attorneys’ fees) that the other party hereto may incur in connection with, by reason of, or related to the breach by the indemnifying party of any of the indemnifying party’s undertakings, obligations or covenants contained in this Agreement.

7.Governing Law. 

(a)This Agreement shall be governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of South Carolina or any other jurisdiction) that would cause the application of Law of any jurisdiction other than those of the State of South Carolina.

(b)Each of the parties hereto, in respect of itself and its properties, (i) irrevocably submits to the personal jurisdiction of any South Carolina federal or state court, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in respect of any suit, action or proceeding arising out of or relating to this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, and (iii) waives any defense of inconvenient forum to the maintenance of the suit, action or proceeding so brought.

8.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT, ACTION OR PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT.

9.Waiver of Breach.  The failure in any one or more instances of a party hereto to insist upon performance of any of the covenants or other terms of this Agreement or to exercise any right or privilege in this Agreement conferred, or the waiver by such party of any breach of any of the covenants or other terms of this Agreement, shall not be construed as a subsequent waiver of any such covenants or other terms, rights or privileges, but the same shall continue and remain in

4

full force and effect as if no such forbearance or waiver had occurred.  No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

10.STYKA’s Opportunity to Consult with Attorney.  3D SYSTEMS hereby advises STYKA to consult with an attorney prior to signing this Agreement, and STYKA acknowledges that he has had a full opportunity to consult with an attorney of his choosing prior to signing this Agreement.

11.Amendment and Modification.  Subject to applicable law, this Agreement may be amended, modified, or supplemented only by a written agreement signed by all of the parties hereto.

12.Assignment.  This Agreement and the respective rights and obligations hereunder of each party hereto may not be assigned, by operation of Law or otherwise, without the prior written consent of the other party hereto any attempt to do so shall be null and void; provided, however, that 3D SYSTEMS may, without the prior written consent of STYKA, assign all or any portion of its rights under this Agreement to one or more of 3D SYSTEMS’ direct or indirect subsidiaries.

13.Headings.  Headings are given to the sections of this Agreement solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provisions thereof.

14.Notices.  All notices required in connection with this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) sent by receipted overnight courier or (iii) mailed, postage prepaid, registered or certified mail, to the following addresses or at such other addresses as STYKA or 3D SYSTEMS may designate from time to time in writing:

] ] ] ] ]
If to STYKA: David Styka 205 Rosedale Lane Matthews, NC 28105 with a copy to (which shall not constitute notice): [] [] [] [] Facsimile No.: []	If to 3D SYSTEMS: c/o 3D Systems, Inc. 333 Three D Systems Circle Rock Hill, South Carolina 29730 Attention: Executive Vice President, Chief Legal Officer Facsimile No.: (803) 326-4796

15.Miscellaneous.

(a)This Agreement shall inure to the benefit and be binding upon STYKA, and his heirs and personal representatives, and 3D SYSTEMS, and its successors and assigns.

5

(b)This Agreement sets forth the entire agreement between the parties hereto regarding the subject matter hereof and fully supersedes any and all prior agreements or understandings, written or oral, between the parties hereto pertaining to the subject matter hereof.

(c)STYKA’s obligations under this Agreement shall constitute covenants that are independent from any obligations that may (if any) in the future be owing to STYKA by 3D SYSTEMS, and thus shall be enforceable by 3D SYSTEMS notwithstanding any breach or alleged breach by 3D SYSTEMS of any obligation (if any) to STYKA.

(d)This Agreement shall be interpreted according to the fair and common meaning of its terms and shall not be construed in favor of, or against, either of the parties hereto by reason of the extent to which this Agreement or any such provision hereof (i) is inconsistent with any prior draft hereof or (ii) was drafted by on party or the other to this Agreement.

16.Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same Agreement.  The delivery of copies of this Agreement by electronic transmission will constitute effective execution and delivery of this Agreement for all purposes.  Signatures transmitted electronically will constitute original signatures for all purposes.

[Remainder of page left intentionally blank.]

6

WITNESS, the following signatures.

3D SYSTEMS, INC.

By:

Title:

Date:

DAVID STYKA

Date:

7

EX-10.3

EXHIBIT 10.3

3DSYSTEMS Corporation

Appendix Ato the 2015IncentivePlan

This AppendixA  (“Israeli Appendix”) to the 2015IncentivePlan of 3D Systems Corporation (the “Plan”) is hereby established effective as of May  19, 2015.

1.  Definitions

As used herein, the following terms shall have the meanings hereinafter set forth, unless the context clearly indicates to the contrary. Any capitalized term used herein which is not specifically defined in this Israeli Appendix shall have the meaning set forth in the Plan.

1.1  “Affiliate”  – forpurposes of eligibility under the Israeli Appendix shall have the meaning of the term in the Plan, provided however that any affiliated entity shall be an “employing company” within the meaning of such term in Section 102 of the Ordinance.

1.2   “Affiliated Company”-  either an Affiliate or a Subsidiary.

1.3   “Election”– the election by the Company, with respect to grant of 102 Trustee Awards, of either one of the following tax tracks – “Capital Gains Tax Track” or “Ordinary Income Tax Track”, as provided in and in accordance with the Section 102.

1.4“Exercised Stock” – (i) shares of Common Stock purchased pursuant to the exercise of a Stock Option; and/or (ii) any shares of Common Stock issued by the Company pursuant to Section 7(e)(ii) to the Plan.

1.5    “Fair Market Value”– solelyfor the purposes of 102 Trustee Awards, if and to the extent Section 102 prescribes a specific mechanism for determining the Fair Market Value of any Common Stock issued in connection with an Award, then notwithstanding the definition in the Plan, the Fair Market Value of 102 Trustee Awards shall be as prescribed in Section 102, if applicable.

1.6“102 Non-Trustee Award” – an Award granted not through a Trustee in accordance with and pursuant to Section 102.

1.7“3(i) Award” – an Award granted pursuant to Section 3(i) of the Ordinance.

1.8“Award”  – a grant of an Option or Restricted Stock Unit.

1.9“Ordinance”– theIsraeli Income Tax Ordinance [New Version], 1961, and the rules and regulations promulgated thereunder, as are in effect from time to time, and any similar successor rules and regulations.

1.10“Restricted Period” – as defined in Section 4.3 hereinbelow.

1.11     “Section 102” – Section 102 of the Ordinance and the rules and regulations promulgated thereunder, as are in effect from time to time, and any similar successor rules and regulations.

1.12“Subsidiary” - for purposes of eligibility under the Israeli Appendix shall have the meaning of the term in the Plan, provided however that any affiliated entity shall be an “employing company” within the meaning of such term in Section 102 of the Ordinance.

1.13“Trustee”– thetrustee designated or replaced by the Company and/or applicable Affiliated Company for the purposes of the Plan and approved by the Israeli Tax Authorities all in accordance with the provisions of Section 102.

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EXHIBIT 10.3

1.14“102 Trustee Award” – an Award granted through a Trustee in accordance with and pursuant to Section 102.

1.15“102 Trustee Option” – an Option granted through a Trustee in accordance with and pursuant to Section 102.

2.General

2.1    The purpose of this Israeli Appendix is to establish certain rules and limitations applicable to Awards granted to Participants, the grant of Awards to whom (or, as applicable, the exercise thereof by whom) are subject to taxation by the Israeli Income Tax (“Israeli Participants”), in order that such Awards may comply with the requirements of Israeli law, including, if applicable, Section 102.

2.2    The Plan and this Israeli Appendix are complementary to each other and shall be read and deemed as one. In the event of any contradiction, whether explicit or implied, between the provisions of this Israeli Appendix and the Plan, the provisions of this Israeli Appendix shall prevail with respect to Awards granted to Israeli Participants.

2.3   Awards may be granted under this Israeli Appendix in one of the following tax tracks, at the Company’s discretion and subject to applicable restrictions or limitations as provided in applicable law including without limitation any applicable restrictions and limitations in Section 102 regarding the eligibility of Israeli Participants to each of the following tax tracks, based on their capacity and relationship towards the Company:

(i)      102 Trustee Awards- in such tax track as determined in accordance with the Election; or

(ii)     102 Non-Trustee Awards; or

(iii)    3(i) Awards.  

For avoidance of doubt, the designation of theAwards to any of the above tax tracks shall be subject to the terms and conditions set forth in Section 102.

3.Administration

Without derogating from the powers and authorities of the Board detailed in the Plan, the Board and/or the Committee shall have the sole and full discretion and authority, without the need to submit its determinations or actions to the stockholders of the Company for their approval or authorization, unless such approval is required to comply with applicable law, to administer this Israeli Appendix and to take all actions related hereto and to such administration, including without limitation the performance, from time to time and at any time, of any and all of the following:

(a)the determination of the specific tax track (as described in Section 2.3 above) in which the Awards are to be issued.

(b)the Election;

(c)the appointment of the Trustee;

(d)the adoption of forms of Award Agreements to be applied with respect to Israeli Participants (the “Israeli Award Agreement”), incorporating and reflecting, inter alia, relevant provisions regarding the grant of Awards in accordance with this Israeli Appendix, and the amendment or modification from time to time of the terms of such Israeli Award Agreements.

4.102 Trustee Awards

4.1    Grant in the Name of Trustee:

Notwithstanding anything to the contrary in the Plan, 102 Trustee Awards granted hereunder shall be granted to, and any Exercised Stock shall be issued to, and all rights attached to the 102 Trustee

2

EXHIBIT 10.3

Awards (including bonus shares) shall be issued to, the Trustee, and all such options and shares shall be registered in the name of the Trustee, who shall hold them in trust until such time as they are released by the transfer or sale thereof by the Trustee. In case the requirements of Section 102 for 102 Trustee Awards are not met, then the 102 Trustee Awards may be regarded as 102 Non-Trustee Awards, all in accordance with the provisions of Section 102. Notwithstanding anything to the contrary in the Plan, the Date of Grant of a 102 Trustee Award shall be the date determined by the Board and/or the Committee to be the effective date of the grant of the 102 Trustee Awards to an Israeli Participant, or, if the Board and/or the Committee have not determined such effective date, the date of the resolution of the Board and/or the Committee approving the grant of such Awards, which in the case of 102 Trustee Awards shall not be before the lapse of 30 days (or such other period which may be determined by the Ordinance from time to time) from the date upon which the Plan is first submitted to the relevant Israeli Tax Authorities.

4.2    Exercise of Vested 102 Trustee Options and applicable actions in respect to Restricted Stock Units:

4.2.1

(a)        Unless other procedures shall be determined from time to time by the Board and/or the Committee and notified to the Israeli Participants, the mechanism of exercising vested 102 Trustee Options shall be in accordance with the provisions of the Plan, except that any notice of exercise of 102 Trustee Options shall be made in such form and method in compliance with the provisions of Section 102 and shall also be delivered in copy to the authorized representative of the Affiliated Company with which the Israeli Participant is employed and/or engaged, if applicable, and to the Trustee.

(b)        In order to exercise the 102 Trustee Options, the Participant shall deliver to the Trustee, a notice of exercise, in a form as shall be determined by the Trustee, and that will be available at the Company’s principal offices until the expiration of the Stock Options. The Participant shall specify in the notice of exercise the amount of Stock Options that he/she wishes to exercise and his/her election of one of the following alternatives:

i.    Exercise of the Options where the Exercised Stock shall be held by the Trustee for the Participant, in a trust account that shall be opened by the Trustee for the Participant;

ii.   Exercise of the Options and sale of the Exercised Stock by the Trustee for the Participant, whether in whole or in part, as shall be determined by the Participant, provided, however, that there is no legal hindrance with respect to the sale of the Exercised Stock (restriction provisions);

iii. Exercise of the Options and transfer of the Exercised Stock, that shall be registered in the name of the relevant registration company of a bank (the “Registration Company”), to the Participant’s bank account; and

(c)        The Trustee shall verify with the Company the eligibility of the Participant to take such actions and shall act as aforesaid, subject to receipt of a written approval by the Company that the Participant is entitled to exercise the Options or exercise the Options and sell the Exercised Stock or exercise the Options and release the Exercised Stock, as the case may be.

4.2.2        Upon the lapse of the restrictions applicable to the Restricted Stock Units pursuant to the Plan, should the Company elect to issue any Common Stock as per Section 7(e)(ii) to the Plan, the Participant may elect to take any of the following actions, and shall deliver to the Trustee a notice with respect to his/her election with respect thereto (with a copy to the Company and to the authorized representative of the Affiliated Company with which the Israeli Participant is employed and/or engaged, if applicable):

i.        The sale of the Exercised Stock by the Trustee for the Participant, whether in whole or in part, as shall be determined by the Participant, provided, however, that there is no legal hindrance with respect to the sale of the Exercised Stock (restriction provisions); and

3

EXHIBIT 10.3

ii.       The transfer by the Trustee of the Exercised Stock, that shall be registered in the name of the relevant Registration Company to the Participant’s bank account.

4.2.3

(a)(i) In the event that the Participant has elected the alternative specified in Sub-Section 4.2.1(b)(i) above, the Trustee shall transfer to the Participant a written confirmation that the Trustee has received from the Participant the Exercise Price specified in the notice of exercise; and(ii) in the event the Company elects to issue any Common Stock as per Section 7(e)(ii) to the Plan, the Company shall provide the Participant and the Trustee with written notice of its election thereto. The Exercised Stockissued pursuant to this Sub-Section 4.2.3(a) shall be issued in the name of the Trustee and shall be registered in the Trustee’s name in the Company’s books, or alternatively be allocated in the name of the Registration Company and shall be deposited in a trust account in the name of the Trustee (provided, however, that should the Committee determines that any actual payment by or consideration from the Participant should be made (“RSU Consideration”) no such action shall be taken until such RSU consideration has been provided by the Participant).

(b)In the event that the Participant has elected the alternative specified in Sub-Section 4.2.1(b)(ii) or Sub-Section 4.2.2(i) above, namely, requested to sell on his behalf the Exercised Stock, the Participant shall instruct the Trustee to sell the Exercised Stock at the New York Stock Exchange and,solely with respect to 102 Trustee Options,transfer to the Company the Exercise Price specified in the notice of exercise (provided that should the Restricted Share Units be subject to the provision by the Participant of an RSU Consideration no action pursuant to this Section 4.2.3(b) shall be taken by the Trustee prior to receipt of the entire RSU Consideration from the Participant). Additionally, the Participant shall instruct the Trustee to deduct the amount of taxes (including national insurance and health insurance payments and any other mandatory payment, if applicable) and any other mandatory payments that shall be applicable to the Participant with respect to the exercise of Options, if applicable, and sale of Exercised Stock. The Exercised Stock shall be allocated in the name of the Trustee and shall be registered in the Trustee’s name in the Company’s books, or alternatively be allocated in the name of the Registration Company and shall be transferred to the Trustee, subject to the instructions of the New York Stock Exchange, if any. In the event that the Participant has instructed the Trustee to sell the Exercised Stock, he/she shall not be allowed to cancel his/her notice and instruction, in the event that the exercise and/or sale have been already performed. Upon reception of the consideration from the sale, the Trustee shall use the consideration as follows: (1) deduct from such consideration the amount of tax payments applicable according to law and approvals of the tax authorities and other mandatory payments applicable to the Participant with respect to the exercise of the Options, if applicable, and the sale of the Exercised Stock, in amounts with respect to which the Company has informed the Trustee and shall transfer these amounts to the tax authorities, whether directly or through the Company, as the case may be; (2) deduct from such consideration the Exercise Price or, if applicable, the RSU Consideration, and transfer the Exercise Price or RSU Consideration, as applicable, to the Company; (3) deduct from such consideration the fees to which the Trustee and the performer of the sale are entitled to according to the provisions of the agreement that shall be executed between the Company, the Trustee and the performer of the sale; (4) transfer to the Participant’s bank account the consideration from the sale after deduction of the applicable amounts specified in sub-sections (1), (2) and (3) above.

(d)In the event that the Participant has elected the alternative specified in Sub-Section 4.2.1(b)(iii) or Sub-Section 4.2.2(ii)above, namely, requested that the Exercised Stock shall be transferred at his/her disposal, he/she shall attach to the notice a written approval by the Trustee that the Trustee has received from the Participant the Exercise Price, or, if applicable, the RSU Consideration, specified in the notice and an approval by the tax assessor that the Participant has paid the income tax applicable to the Participant with respect to the aforesaid transfer of Exercised Stock, in accordance with Section 102, if applicable, or any other law, together with the Company’s approval that the Participant has paid the remaining mandatory payments applicable to the Participant. The Trustee shall transfer, whether directly or through the Company, the amount of tax and other mandatory payments to the tax authorities, as the case may be, in the relevant date as required by

4

EXHIBIT 10.3

applicable law. Upon the lapse of 15 business days thereafter, the Trustee shall transfer to the Registration Company the Exercised Stock in favor of the Participant and the Company shall apply to the New York Stock Exchange in order to list the aforesaid Exercised Stock for trade at the New York Stock Exchange.

(e)The Company shall be entitled to change, at any time, the exercise procedure and the provisions with respect to the sale, as may be required, in order to moderate and improve the exercise procedure, the exercise and release and the exercise and sale, and adjust them to changes of the applicable law, and in light of the experience that the Company shall have in the future with respect to the operation of such procedures. The Company shall notify the Participants with respect to such changes, in the event that the change is relevant to the Participants. The changes shall be made in coordination with the Trustee, if any and subject to the provisions of Section 102, if applicable and the rules and regulations promulgated thereunder, in the event that they are applicable to the relevant Participants.

4.3  Restrictions on Transfer:

(a)102 Trustee Awards, or any Exercised Stock issued in respect to the 102 Trustee Awards, and all rights attached thereto (including bonus shares), shall be held by the Trustee for such period of time as required by the provisions of Section 102 applicable to Awards granted through a Trustee in the applicable tax track, as per the Election (the “Restricted Period”).

(b)Subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, the Israeli Participant shall provide the Company and the Trustee with a written undertaking and confirmation under which the Israeli Participant confirms that he/she is aware of the provisions of Section 102 and the Elected tax track and agrees to the provisions of the Trust Note executed between the Company and the Trustee, and undertakes not to release, by sale or transfer, the 102 Trustee Awards, and any Exercised Stock issued in respect to the 102 Trustee Awards, and all rights attached thereto (including bonus shares, if any) prior to the lapse of the Restricted Period. The Israeli Participant shall not be entitled to sell or release from trust the 102 Trustee Awards, nor any Exercised Stock issued in respect to the 102 Trustee Awards, nor any right attached thereto (including bonus shares), nor to request the transfer or sale of any of the same to any third party, before the lapse of the Restricted Period. Notwithstanding the above, if any such sale or transfer occurs during the Restricted Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be borne by such Israeli Participant.

(c)Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Israeli Appendix, the Award Agreement and applicable law, the Trustee shall not release, by sale or transfer, any Exercised Stock issued in respect to 102 Trustee Awards, and all rights attached thereto (including bonus shares) to the Israeli Participant, or to any third party to whom the Israeli Participant wishes to sell the Exercised Stock (unless the contemplated transfer is by will or laws of descent) unless and until the Trustee has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or (b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company and the Trustee. For the removal of doubt, it is clarified that the Trustee may release by sale or transfer to a third party only Exercised Stock (and not Awards).

4.4   Rights as Stockholder:

Without derogating from the provisions of the Plan, it is hereby further clarified that with respect to Exercised Stock issued pursuant to the exercise of 102 Trustee Options, as long as they are registered in the name of the Trustee, the Trustee shall be the registered owner of such stocks. Notwithstanding, the Trustee shall not exercise the voting rights conferred by such Exercised Stockissued pursuant to

5

EXHIBIT 10.3

the exercise of 102 Trustee Options in any way whatsoever, and shall not issue a proxy to any person or entity to vote such stocks (other than to the applicable Israeli Participant, subject to and in accordance with the provisions of Section 102). Notwithstanding, the Company shall be entitled at its sole discretion, and not required, to distribute dividends directly to the Israeli Participants, subject to tax withholding at source.

4.5    Bonus Shares:  

All bonus shares to be issued by the Company, if any, with regard to Exercised Stock issued pursuant to the exercise of 102 Trustee Options, while held by the Trustee, shall be registered in the name of the Trustee; and all provisions applying to such Exercised Stock shall apply to bonus shares issued by virtue thereof, if any, mutatis mutandis. Said bonus shares shall be subject to the Restricted Period of the Exercised Stockissued pursuant to the exercise of 102 Trustee Options by virtue of which they were issued.

4.6     Voting:

Without derogating from the provisions of the Plan, solely with respect to Exercised Stock of 102 Trustee Options, such Exercised Stock shall be voted in accordance with the provisions of Section 102.

4.7   Conditions of Issuance:

Without derogating from the provisions of Section 13 of the Plan, and in addition thereto, any satisfaction of Withholding Tax Obligation referred to therein shall, in the event of 102 Trustee Awards also need to be satisfactory to the Trustee.

5.102 Non-Trustee Awards

5.1     102 Non-Trustee Awards granted hereunder shall be granted to, and any Exercised Stockissued in connection with such 102 Non-Trustee Awardsshall be issued to, the Israeli Participant.

5.2 Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Israeli Appendix, the Award Agreement and applicable law, the Exercised Stock issued with respect to the 102 Non-Trustee Awards, and all rights attached thereto (including, if applicable, bonus shares) shall not be transferred unless and until the Company has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or (b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company.

5.3   An Israeli Participant to whom 102 Non-Trustee Awards are granted must provide, upon termination of his/her employment, a surety or guarantee to the satisfaction of the Company, to secure payment of all taxes which may become due upon the future transfer of his/her Exercised Stock to be issued in connection with his/her outstanding 102 Non-Trustee Awards, all in accordance with the provisions of Section 102.

6.3(i) Awards

6.1 3(i) Awards granted hereunder shall be granted to, and the Exercised Stock issued pursuant thereto issued to, the Israeli Participant.

6.2    Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Israeli Appendix, the Award Agreement and applicable law, the Exercised Stock issued in connection with the 3(i) Awards, and all rights attached thereto (including, as applicable, bonus shares) shall not be transferred unless and until the Company has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or (b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company.

6.3  The Company may require, as a condition to the grant of the 3(i) Awards, that an Israeli Participant to whom 3(i) Awards are to be granted, provide a surety or guarantee to the satisfaction of the Company, to secure payment of all taxes which may become due upon the future transfer of his/her Exercised Stock to be issued in connection with his/her outstanding 3(i) Awards.  

6

EXHIBIT 10.3

7.Tax Consequences

Without derogating from and in addition to any provisions of the Plan, any and all tax and/or other mandatory payment consequences arising from the grant or, as applicable, exercise of Awards, the payment for or the transfer or sale of Exercised Stock, or from any other event or act in connection therewith (including without limitation, in the event that the Awards do not qualify under the tax classification/tax track in which they were intended) whether of the Company, an Affiliated Company, the Trustee or the Israeli Participant, including without limitation any non-compliance of the Israeli Participant with the provisions hereof, shall be borne solely by the Israeli Participant. The Company, any applicable Affiliated Company, and the Trustee, may each withhold (including at source), deduct and/or set-off, from any payment made to the Israeli Participant, the amount of the taxes and/or other mandatory payments of which is required with respect to the Awards and/or Exercised Stock. Furthermore, each Israeli Participant shall indemnify the Company, the applicable Affiliated Company and the Trustee, or any one thereof, and to hold them harmless from any and all liability for any such tax and/or other mandatory payments or interest or penalty thereupon, including without limitation liabilities relating to the necessity to withhold, or to have withheld, any such tax and/or other mandatory payments from any payment made to the Israeli Participant.

Without derogating from the aforesaid, each Israeli Participant shall provide the Company and/or any applicable Affiliated Company with any executed documents, certificates and/or forms that may be required from time to time by the Company or such Affiliated Company in order to determine and/or establish the tax liability of such Israeli Participant.  

Without derogating from the foregoing, it is hereby clarified that the Israeli Participant shall bear and be liable for all tax and other consequences in the event that his/her 102 Trustee Awards and/or the Exercised Stock issued in connection thereof, as applicable, are not held for the entire Restricted Period, all as provided in Section 102.

The Company and/or when applicable the Trustee shall not be required to release any share certificate to an Israeli Participant until all required payments have been fully made.

8.Currency Exchange Rates

Except as otherwise determined by the Board and/or the Committee, all monetary values with respect to Awardsgranted pursuant to this Israeli Appendix, including without limitation the Fair Market Value and, if applicable, the Exercise Price of each Award, shall be stated in United States Dollars. In the event that the Exercise Price is in fact to be paid in New Israeli Shekels, at the sole discretion of the Board and/or the Committee, the conversion rate shall be the last known representative rate (published by the Bank of Israel) of the U.S. Dollars to the New Israeli Shekels on the date of payment.

9.Subordination to the Ordinance

9.1  It is clarified that the grant of the 102 Trustee Awards hereunder is subject to the approval by the Tax Authorities of the Plan, this Israeli Appendix and the Trustee, in accordance with Section 102.

9.2    Any provisions of the Section 102 or Section 3(i) of the Ordinance and/or any of the rules or regulations promulgated thereunder, which is not expressly specified in the Plan or in the applicable Award Agreement, including without limitation any such provision which is necessary in order to receive and/or to keep any tax benefit, shall be deemed incorporated into this Israeli Appendix and binding upon the Company, and applicable Affiliated Company and the Israeli Participant.

9.3     With regards to 102 Trustee Awards, the provisions of the Plan and/or this Israeli Appendix and/or the Award Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s  

7

EXHIBIT 10.3

permit, and the said provisions and permit shall be deemed an integral part of the Plan and of this Israeli Appendix and of the Award Agreement.

9.4     The Awards, the Plan, this Israeli Appendix and any applicable Award Agreements are subject to the applicable provisions of the Ordinance, which shall be deemed an integral part of each, and which shall prevail over any term that is inconsistent therewith.

10.Governing Law & Jurisdiction

10.1   This Israeli Appendix shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of the city of Tel Aviv, Israel shall have sole jurisdiction in any matters pertaining to this Israeli Appendix, to exclude all other courts.

11.Other Terms

11.1   All other term and conditions not specifically amended or changed by virtue of this Israeli Appendix shall remain valid and enforceable.

8

EX-31.1

Exhibit 31.1

Certification of

Principal Executive Officer of

3D Systems Corporation

I, Abraham N. Reichental, certify that:

1) I have reviewed this report on Form 10-Q of 3D Systems Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/  Abraham N. Reichental
	Abraham N. Reichental
	Title: President and Chief Executive Officer
	(principal executive officer)

Date: August 6, 2015

EX-31.2

Exhibit 31.2

Certification of

Principal Financial Officer of

3D Systems Corporation

I, David R. Styka, certify that:

1) I have reviewed this report on Form 10-Q of 3D Systems Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/  David R. Styka
	David R. Styka
	Title: Executive Vice President and Chief Financial Officer
	(principal financial officer)

Date: August 6, 2015

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended June 30, 2015 of 3D Systems Corporation (the “Issuer”).

I, Abraham N. Reichental, the President and Chief Executive Officer (principal executive officer) of the Issuer, certify that, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:

i.   the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

ii.   the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

/s/  Abraham N. Reichental

Name: Abraham N. Reichental

Date: August 6, 2015

A signed original of this written statement required by Section 906 has been provided to 3D Systems Corporation and will be retained by 3D Systems Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended June 30, 2015 of 3D Systems Corporation (the “Issuer”).

I, David R. Styka, the Executive Vice President and Chief Financial Officer (principal financial officer) of the Issuer, certify that, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:

i.   the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

ii.   the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

/s/  David  r.  Styka

Name: David R. Styka

Date: August 6, 2015

A signed original of this written statement required by Section 906 has been provided to 3D Systems Corporation and will be retained by 3D Systems Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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Inventories (Components Of Inventories) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Inventories [Abstract]
Raw materials	$ 60,579	$ 46,850
Work in process	2,332	2,304
Finished goods and parts	67,824	47,491
Inventories, net	$ 130,735	$ 96,645

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Fair Value Measurements (Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) $ in Thousands		Jun. 30, 2015 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	[1]	$ 63,656
Redeemable noncontrolling interest	[2]	8,872
Redeemable Noncontrolling Interest, Equity, Fair Value	[2]	8,872
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	[1]	63,656
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Redeemable noncontrolling interest	[2]	8,872
Redeemable Noncontrolling Interest, Equity, Fair Value	[2]	$ 8,872

[1] Cash equivalents include funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in the consolidated balance sheet.

[2] Redeemable noncontrolling interests represents a put option that owners of interests in a certain subsidiary have the right, in certain circumstances, to require the Company to acquire either a portion of, or all of, the remaining ownership interests held by them. The Company determines the fair value of the redeemable noncontrolling interests based on unobservable inputs considering the assumptions that market participants would make in pricing the obligation. Given the significance of the unobservable inputs, the valuations are classified in level 3 of the fair value hierarchy. See Note 15.

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Stock-Based Compensation Plans (Narrative) (Details) - Title of Individual with Relationship to Entity [Domain] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
2004 Restricted Stock Plan For Non Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense			$ 543	$ 849
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards granted	275,000	160,000	548,000	393,000
Restricted Stock Awards [Member] | 2004 Incentive Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards remaining to grant			248,000	138,000
Minimum [Member] | 2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation award vesting period			3 years
Maximum [Member] | 2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance	6,300		6,300
Share-based compensation award vesting period			5 years

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Income Taxes (Narrative) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Taxes [Line Items]
Effective tax rate	42.20%	24.00%	38.70%	37.50%
U.S. Internal Revenue Service [Member] | Minimum [Member]
Income Taxes [Line Items]
Tax years subject to examination			2011
U.S. Internal Revenue Service [Member] | Maximum [Member]
Income Taxes [Line Items]
Tax years subject to examination			2014
U.S. Internal Revenue Service, Loss Carryforward [Member] | Minimum [Member]
Income Taxes [Line Items]
Tax years subject to examination			1997
U.S. Internal Revenue Service, Loss Carryforward [Member] | Maximum [Member]
Income Taxes [Line Items]
Tax years subject to examination			2007
Australia Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2009
Belgium Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2010
Brazil Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2014
China Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2010
France Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2011
German Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2011
India Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2012
Israel Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2010
Italy Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2009
Japan Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2008
Korea Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2009
Mexican Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2014
Netherlands Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2007
Switzerland Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2008
United Kingdom Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2009
Uruguay Tax Authority [Member]
Income Taxes [Line Items]
Tax years subject to examination			2014

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Hedging Activities And Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Foreign currency derivative contracts	$ 0		$ 0		$ 0
Foreign currency translation on accumulated other comprehensive income (loss)	14,592	$ 1,645	(6,240)	$ 1,632
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Foreign currency gain (loss)	$ 428	$ (1,140)	$ (1,767)	$ (1,345)

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Measurements [Abstract]

Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis

	Fair Value Measurements as of June 30, 2015
(in thousands)		Level 1		Level 2		Level 3		Total
Description
Cash equivalents (a)	$	63,656	$	—	$	—	$	63,656
Redeemable noncontrolling interests (b)	$	—	$	—	$	8,872	$	8,872

^(a) Cash equivalents include funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in the consolidated balance sheet.

Redeemable noncontrolling interests represents a put option that owners of interests in a certain subsidiary have the right, in certain circumstances, to require the Company to acquire either a portion of, or all of, the remaining ownership interests held by them. The Company determines the fair value of the redeemable noncontrolling interests based on unobservable inputs considering the assumptions that market participants would make in pricing the obligation. Given the significance of the unobservable inputs, the valuations are classified in level 3 of the fair value hierarchy. See Note 15.

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Segment Information (Schedule Of Revenue From Unaffiliated Customers By Product) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting Information [Line Items]
Revenue	$ 170,504	$ 151,512	$ 331,226	$ 299,270
Products [Member]
Segment Reporting Information [Line Items]
Revenue	68,176	61,948	130,891	122,701
Materials [Member]
Segment Reporting Information [Line Items]
Revenue	36,401	38,036	73,508	78,477
Services [Member]
Segment Reporting Information [Line Items]
Revenue	$ 65,927	$ 51,528	$ 126,827	$ 98,092

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Basis Of Presentation (Policy)

6 Months Ended

Jun. 30, 2015

Basis Of Presentation [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its consolidated balance sheets.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-11 on its consolidated balance sheets.

No other new accounting pronouncements, issued or effective during the second quarter of 2015, have had or are expected to have a significant impact on the Company’s consolidated financial statements.

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Stock-Based Compensation Plans (Schedule Of Restricted Stock Units Award Activity) (Details) - Restricted Stock Awards [Member] - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards granted	275	160	548	393
Restricted stock awards granted, weighted average exercise price	$ 22.67	$ 50.20	$ 26.00	$ 68.15
Incentive Plans [Member] | Non-Executive Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards granted	226	143	439	346
Restricted stock awards granted, weighted average exercise price	$ 22.68	$ 50.31	$ 25.86	$ 68.42
Incentive Plans [Member] | Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards granted	25		85	30
Restricted stock awards granted, weighted average exercise price	$ 22.61		$ 27.50	$ 75.76
2004 Director Plan [Member] | Non-Employee Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards granted	24	17	24	17
Restricted stock awards granted, weighted average exercise price	$ 22.61	$ 49.26	$ 22.61	$ 49.26

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Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Intangible Assets [Abstract]
Costs incurred to acquire intangible assets	$ 357	$ 172	$ 560	$ 382
Amortization expense for intangible assets	17,481	$ 8,211	31,997	$ 17,414
Annual estimated amortization expense, in 2015	61,040		61,040
Annual estimated amortization expense, in 2016	54,704		54,704
Annual estimated amortization expense, in 2017	47,189		47,189
Annual estimated amortization expense, in 2018	39,046		39,046
Annual estimated amortization expense, in 2019	$ 28,471		$ 28,471

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Acquisitions (Fiscal Year 2015 Acquisitions) (Narrative) (Details) $ in Thousands				3 Months Ended	6 Months Ended
	Jun. 17, 2015 USD ($)	Jun. 16, 2015 USD ($)	Apr. 02, 2015 USD ($)	Jun. 30, 2015 USD ($) item	Jun. 30, 2015
Business Acquisition [Line Items]
Number of businesses acquired | item				3
Easyway [Member]
Business Acquisition [Line Items]
Date of acquisition					Apr. 02, 2015
Business Combination, Additional Cash Consideration				$ 1,500
Fair value of the consideration paid			$ 11,265
Business acquisition, ownership percentage			65.00%	65.00%	65.00%
STEAMtrax [Member]
Business Acquisition [Line Items]
Date of acquisition					Jun. 16, 2015
Fair value of the consideration paid		$ 2,550
Noquo [Member]
Business Acquisition [Line Items]
Date of acquisition					Jun. 17, 2015
Fair value of the consideration paid	$ 651

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Earnings (Loss) Per Share (Schedule Of Earnings Per Share Reconciliation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Earnings (Loss) Per Share, Basic And Diluted [Abstract]
Net income (loss) attributable to 3D Systems Corporation - numerator for basic and diluted net earnings per share		$ (13,696)	$ 2,125	$ (26,877)	$ 7,002
Earnings (loss) per share, basic and diluted		$ (0.12)	$ 0.02	$ (0.24)	$ 0.07
Weighted average shares - denominator for basic and diluted net earnings per share		112,017	106,407	111,875	104,985
Interest expense excluded from diluted earnings per share calculation	[1]		$ 206		$ 362
5.5% Convertible notes shares excluded from diluted earnings per share calculation	[1]		876		876
Restricted stock units excluded from diluted earnings per share calculation	[2]	$ 40		$ 37

[1] Average outstanding diluted earnings (loss) per share calculation excludes shares that may be issued upon conversion of the outstanding senior convertible notes since the effect of their inclusion would have been anti-dilutive.

[2] Average outstanding diluted earnings (loss) per share calculation excludes restricted stock units since the effect of their inclusion would have been anti-dilutive.

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Segment Information (Schedule Of Cash And Cash Equivalents By Geographic Area) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Cash and cash equivalents	$ 171,217	$ 284,862	$ 570,262	$ 306,316
Americas [Member]
Segment Reporting Information [Line Items]
Cash and cash equivalents	124,534	245,219
Germany [Member]
Segment Reporting Information [Line Items]
Cash and cash equivalents	9,873	6,640
Other EMEA [Member]
Segment Reporting Information [Line Items]
Cash and cash equivalents	20,286	15,556
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Cash and cash equivalents	$ 16,524	$ 17,447

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Borrowings (Narrative) (Details) $ in Thousands		6 Months Ended
	Oct. 10, 2014 USD ($)	Jun. 30, 2015 USD ($) item	Dec. 31, 2014 USD ($)
Debt Instrument [Line Items]
Line of credit, initiation date		Oct. 10, 2014
Capitalized leases		$ 8,996	$ 9,434
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Unsecured credit facility, maximum borrowing capacity	$ 150,000
Debt Instrument, Term	5 years
Debt maturity date		Oct. 10, 2019
Potential increase under credit facility		$ 75,000
Ratio of total funded indebtedness to consolidated EBITDA | item		3.00
Ratio of Consolidated EBITDA to cash interest expense | item		3.50
Balance on credit facility		$ 0	0
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member]
Debt Instrument [Line Items]
Variable basis spread		0.50%
Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Variable basis spread		1.00%
LayerWise NV [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Balance on credit facility		$ 0	0
Commitment fee percentage		0.125%
LayerWise NV [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Balance on loan		$ 18	$ 127
Minimum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Quarterly commitment fee percentage		0.20%
Minimum [Member] | Revolving Credit Facility [Member] | Leverage Ratio [Member]
Debt Instrument [Line Items]
Variable basis spread		0.25%
Minimum [Member] | Revolving Credit Facility [Member] | LIBOR Rate Plus Levarage Ratio Margin [Member]
Debt Instrument [Line Items]
Variable basis spread		1.25%
Minimum [Member] | LayerWise NV [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Interest rate		1.34%
Maximum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Quarterly commitment fee percentage		0.25%
Maxiimum cash dividends in a fiscal year		$ 30,000
Maximum [Member] | Revolving Credit Facility [Member] | Leverage Ratio [Member]
Debt Instrument [Line Items]
Variable basis spread		0.50%
Maximum [Member] | Revolving Credit Facility [Member] | LIBOR Rate Plus Levarage Ratio Margin [Member]
Debt Instrument [Line Items]
Variable basis spread		1.50%
Maximum [Member] | LayerWise NV [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Interest rate		5.40%

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Acquisitions

6 Months Ended

Jun. 30, 2015

Acquisitions [Abstract]

Acquisitions

(2) Acquisitions

The Company completed three acquisitions in the second quarter of 2015, which are discussed below.

On April 2, 2015, the Company acquired 65% of the equity interests in Wuxi Easyway Model Design and Manufacture Co. Ltd. (“Easyway”), a manufacturing service bureau and distributor of 3D printing and scanning products in China. The fair value of the consideration paid for this acquisition, net of cash acquired, was $11,265, all of which was paid in cash. Also, upon the final determination of the net working capital adjustment, up to $1,500 of additional cash consideration could be payable. Under the terms of the agreement, the Company has an option to acquire the remainder of the equity interests in Easyway between the third and fifth anniversary of the closing. The operations of Easyway have been integrated into the Company and revenue is included in products and services. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes the second quarter 2015 acquisitions. Factors considered in determination of goodwill include synergies, vertical integration and strategic fit for the Company.

On June 16, 2015, the Company acquired certain assets of STEAMtrax, LLC (“STEAMtrax”), a curricula provider. The fair value of the consideration paid for this acquisition, net of cash acquired, was $2,550, all of which was paid in cash. The operations of STEAMtrax have been integrated into the Company and revenue will be included in products and services. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes the second quarter 2015 acquisitions. Factors considered in determination of goodwill include synergies, vertical integration and strategic fit for the Company.

On June 17, 2015, the Company acquired certain assets of NOQUO INC. (“Noquo”), a software provider. The fair value of the consideration paid for this acquisition, net of cash acquired, was $651, which was paid with cash and the cancellation of a note. The operations of Noquo have been integrated into the Company and revenue will be included in services. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes the second quarter 2015 acquisitions. Factors considered in determination of goodwill include synergies, vertical integration and strategic fit for the Company.

The acquisitions completed in the second quarter are not material relative to the Company’s assets or operating results; therefore, no proforma financial information is provided.

The Company’s purchase price allocations for the acquired companies are preliminary and subject to revision as more detailed analyses are completed and additional information about the fair value of assets and liabilities becomes available. The amounts related to the acquisitions are allocated to the assets acquired and the liabilities assumed and are included in the Company’s unaudited condensed consolidated balance sheet at June 30, 2015 as follows:

(in thousands)	2015
Fixed assets	$	1,218
Other intangible assets, net		6,366
Goodwill		7,192
Other assets, net of cash acquired		5,409
Liabilities		(5,719)
Net assets acquired	$	14,466

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Commitments And Contingencies (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) lawsuit	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Commitments And Contingencies [Abstract]
Rent expense under operating leases	$ 3,408	$ 2,598	$ 6,612	$ 4,910
Supply commitments, printer assembly	63,849		63,849		$ 56,620
Accrued liability recorded for earnouts	$ 9,582		9,582		$ 9,155
Estimated Amount Owed To Subsidiary Owners If Future Earning Levels Are Met			$ 8,872
Shareholder class action lawsuits, number | lawsuit	2

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Intangible Assets (Intangible Assets Other Than Goodwill) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Accumulated Amortization	$ (122,973)	$ (97,121)
Intangible assets, Gross	410,459	348,682
Intangible assets, Net	$ 287,486	251,561
Weighted average useful life	4 years
Trademarks [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets		2,110
Licenses [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	$ 5,875	5,875
Intangible assets with finite lives: Accumulated Amortization	(5,875)	(5,875)
Patent Costs [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	21,304	20,733
Intangible assets with finite lives: Accumulated Amortization	(7,906)	(7,369)
Intangible assets with finite lives: Net	$ 13,398	13,364
Weighted average useful life	3 years
Acquired Technology [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	$ 74,096	57,383
Intangible assets with finite lives: Accumulated Amortization	(24,427)	(18,241)
Intangible assets with finite lives: Net	$ 49,669	39,142
Weighted average useful life	4 years
Internally Developed Software [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	$ 9,072	9,073
Intangible assets with finite lives: Accumulated Amortization	(6,238)	(5,517)
Intangible assets with finite lives: Net	2,834	3,556
Customer Relationships [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	193,015	157,139
Intangible assets with finite lives: Accumulated Amortization	(47,426)	(36,975)
Intangible assets with finite lives: Net	$ 145,589	120,164
Weighted average useful life	2 years
Non-Compete Agreements [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	$ 35,526	35,469
Intangible assets with finite lives: Accumulated Amortization	(14,301)	(11,784)
Intangible assets with finite lives: Net	$ 21,225	23,685
Weighted average useful life	3 years
Trade Names [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	$ 29,881	21,800
Intangible assets with finite lives: Accumulated Amortization	(5,890)	(4,455)
Intangible assets with finite lives: Net	$ 23,991	17,345
Weighted average useful life	5 years
Other [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets with finite lives: Gross	$ 41,690	39,100
Intangible assets with finite lives: Accumulated Amortization	(10,910)	(6,905)
Intangible assets with finite lives: Net	$ 30,780	$ 32,195
Weighted average useful life	1 year
Minimum [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	1 year
Minimum [Member] | Patent Costs [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Minimum [Member] | Acquired Technology [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years
Minimum [Member] | Internally Developed Software [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	1 year
Minimum [Member] | Customer Relationships [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years
Minimum [Member] | Non-Compete Agreements [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years
Minimum [Member] | Trade Names [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	2 years
Minimum [Member] | Other [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	4 years
Maximum [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	20 years
Maximum [Member] | Patent Costs [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	20 years
Maximum [Member] | Acquired Technology [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years
Maximum [Member] | Internally Developed Software [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Weighted average useful life	1 year
Maximum [Member] | Customer Relationships [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	11 years
Maximum [Member] | Non-Compete Agreements [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	11 years
Maximum [Member] | Trade Names [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years
Maximum [Member] | Other [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2015

Intangible Assets [Abstract]

Intangible Assets Other Than Goodwill

	2015						2014
(in thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		Useful Life (in years)	Weighted Average Useful Life Remaining (in years)
Intangible assets with finite lives:
Licenses	$	5,875	$	(5,875)	$	—	$	5,875	$	(5,875)	$	—	N/A	N/A
Patent costs		21,304		(7,906)		13,398		20,733		(7,369)		13,364	5-20	3
Acquired technology		74,096		(24,427)		49,669		57,383		(18,241)		39,142	3-10	4
Internally developed software		9,072		(6,238)		2,834		9,073		(5,517)		3,556	1-8	<1
Customer relationships		193,015		(47,426)		145,589		157,139		(36,975)		120,164	3-11	2
Non-compete agreements		35,526		(14,301)		21,225		35,469		(11,784)		23,685	3-11	3
Trade names		29,881		(5,890)		23,991		21,800		(4,455)		17,345	2-10	5
Other		41,690		(10,910)		30,780		39,100		(6,905)		32,195	4-10	1
Intangible assets with indefinite lives:
Trademarks		—		—		—		2,110		—		2,110	N/A	N/A
Total intangible assets	$	410,459	$	(122,973)	$	287,486	$	348,682	$	(97,121)	$	251,561	1-20	4

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Property And Equipment (Tables)

6 Months Ended

Jun. 30, 2015

Property And Equipment [Abstract]

Schedule Of Property And Equipment

(in thousands)	2015		2014		Useful Life (in years)
Land	$	903	$	541	N/A
Building		10,960		9,370	25
Machinery and equipment		99,074		84,443	3-7
Capitalized software		3,949		3,693	3-5
Office furniture and equipment		4,743		3,478	3-5
Leasehold improvements		14,870		12,447	Life of lease (a)
Rental equipment		509		557	5
Construction in progress		12,917		20,082	N/A
Total property and equipment		147,925		134,611
Less: Accumulated depreciation and amortization		(60,941)		(52,730)
Total property and equipment, net	$	86,984	$	81,881

Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful lives and (ii) the estimated or contractual life of the related lease.

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Segment Information (Schedule Of Revenue From Unaffiliated Customers By Geographic Area) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting Information [Line Items]
Revenue from unaffiliated customers	$ 170,504	$ 151,512	$ 331,226	$ 299,270
Americas [Member]
Segment Reporting Information [Line Items]
Revenue from unaffiliated customers	90,396	78,895	176,658	146,927
Germany [Member]
Segment Reporting Information [Line Items]
Revenue from unaffiliated customers	21,345	19,562	42,595	43,387
Other EMEA [Member]
Segment Reporting Information [Line Items]
Revenue from unaffiliated customers	30,958	22,453	58,412	46,192
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Revenue from unaffiliated customers	$ 27,805	$ 30,602	$ 53,561	$ 62,764

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Accrued And Other Liabilities (Schedule Of Accrued Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current Accrued Liabilities [Line Items]
Compensation and benefits	$ 22,000	$ 20,726
Vendor accruals	14,431	10,451
Accrued professional fees	1,267	532
Accrued taxes	2,794	8,577
Royalties payable	1,214	1,796
Accrued interest	116	43
Accrued other	3,265	1,909
Total	45,364	44,219
Other Current Liabilities [Member]
Current Accrued Liabilities [Line Items]
Accrued earnouts related to acquisitions	$ 277	$ 185

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Accrued And Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2015

Accrued And Other Liabilities [Abstract]

Schedule Of Accrued Liabilities

(in thousands)	2015		2014
Compensation and benefits	$	22,000	$	20,726
Vendor accruals		14,431		10,451
Accrued professional fees		1,267		532
Accrued taxes		2,794		8,577
Royalties payable		1,214		1,796
Accrued interest		116		43
Accrued earnouts related to acquisitions		277		185
Accrued other		3,265		1,909
Total	$	45,364	$	44,219

Schedule Of Other Liabilities

(in thousands)	2015		2014
Defined benefit pension obligation	$	6,452	$	7,062
Long term tax liability		3,084		2,029
Long term earnouts related to acquisitions		9,305		8,970
Long term deferred revenue		7,673		7,627
Other long term liabilities		6,989		9,210
Total	$	33,503	$	34,898

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Stock-Based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2015

Stock-Based Compensation Plans [Abstract]

Schedule Of Stock-Based Compensation Expense

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Restricted stock awards	$	9,721	$	8,362	$	20,050	$	15,638

Schedule Of Restricted Stock Units Award Activity

	Quarter Ended June 30,
	2015			2014
(in thousands, except per share amounts)	Number of Shares/Units	Weighted Average Fair Value		Number of Shares/Units	Weighted Average Fair Value
Restricted stock awards:
Granted under the Incentive Plans, non-executive employees	226	$	22.68	143	$	50.31
Granted under the Incentive Plans, executive officers	25		22.61	—		—
Granted under the 2004 Director Plan, non-employee directors	24		22.61	17		49.26
Total restricted stock awards	275	$	22.67	160	$	50.20
	Six Months Ended June 30,
	2015			2014
(in thousands, except per share amounts)	Number of Shares/Units	Weighted Average Fair Value		Number of Shares/Units	Weighted Average Fair Value
Restricted stock awards:
Granted under the Incentive Plans, non-executive employees	439	$	25.86	346	$	68.42
Granted under the Incentive Plans, executive officers	85		27.50	30		75.76
Granted under the 2004 Director Plan, non-employee directors	24		22.61	17		49.26
Total restricted stock awards	548	$	26.00	393	$	68.15

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Basis Of Presentation

6 Months Ended

Jun. 30, 2015

Basis Of Presentation [Abstract]

Basis Of Presentation

(1)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of 3D Systems Corporation and its subsidiaries (collectively, the “Company”). All significant intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2014.

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the quarter and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates and assumptions.

Certain prior period amounts presented in the condensed consolidated financial statements and accompanying footnotes have been reclassified to conform to current year presentation.

All amounts presented in the accompanying footnotes are presented in thousands, except for per share information.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its consolidated balance sheets.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-11 on its consolidated balance sheets.

No other new accounting pronouncements, issued or effective during the second quarter of 2015, have had or are expected to have a significant impact on the Company’s consolidated financial statements.

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International Retirement Plan (Tables)

6 Months Ended

Jun. 30, 2015

International Retirement Plan [Abstract]

Components Of Net Periodic Benefit Costs And Other Amounts Recognized In Other Comprehensive Income

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Service cost	$	49	$	43	$	96	$	88
Interest cost		66		60		128		122
Total	$	115	$	103	$	224	$	210

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Property And Equipment (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Property And Equipment [Abstract]
Depreciation and amortization expense	$ 4,691	$ 3,456	$ 9,400	$ 6,492

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Fair Value Measurements [Abstract]
Fair value assets transferred from level 1 to level 2	$ 0
Fair value of liabilities transferred from level 1 to level 2	0
Asset impairments	$ 0	$ 0

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 171,217	$ 284,862
Accounts receivable, net of allowance for doubtful accounts of $15,559 (2015) and $10,300 (2014)	149,492	168,441
Inventories, net	130,735	96,645
Prepaid expenses and other current assets	29,237	15,769
Current deferred income tax asset	22,099	14,973
Total current assets	502,780	580,690
Property and equipment, net	86,984	81,881
Intangible assets, net	287,486	251,561
Goodwill	627,131	589,537
Long term deferred income tax asset	705	816
Other assets, net	20,867	21,485
Total assets	1,525,953	1,525,970
Current liabilities:
Current portion of debt capitalized lease obligations	528	684
Accounts payable	63,687	64,378
Accrued and other liabilities	45,364	44,219
Customer deposits	7,636	6,946
Deferred revenue	39,575	32,264
Total current liabilities	156,790	148,491
Long term portion of capitalized lease obligations	8,486	8,905
Long term deferred income tax liability	31,153	30,679
Other liabilities	33,503	34,898
Total liabilities	229,932	222,973
Redeemable noncontrolling interests	8,872	8,872
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; issued 112,325 (2015) and 112,233 (2014)	112	112
Additional paid-in capital	1,266,862	1,245,462
Treasury stock, at cost: 342 shares (2015) and 709 shares (2014)	(235)	(374)
Accumulated earnings	45,247	72,124
Accumulated other comprehensive loss	(30,384)	(24,406)
Total 3D Systems Corporation stockholders' equity	1,281,602	1,292,918
Noncontrolling interests	5,547	1,207
Total stockholders' equity	1,287,149	1,294,125
Total liabilities, redeemable noncontrolling interests and stockholders' equity	$ 1,525,953	$ 1,525,970

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Accrued And Other Liabilities (Schedule Of Other Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Noncurrent Accrued Liabilities [Line Items]
Defined benefit pension obligation	$ 6,452	$ 7,062
Long-term tax liability	3,084	2,029
Long-term deferred revenue	7,673	7,627
Other long-term liabilities	6,989	9,210
Total	33,503	34,898
Other Noncurrent Liabilities [Member]
Noncurrent Accrued Liabilities [Line Items]
Long term earnouts related to acquisitions	$ 9,305	$ 8,970

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Condensed Consolidated Statements Of Stockholders’ Equity - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid In Capital [Member]	Treasury Stock [Member]	Accumulated Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]		Total 3D Ssytems Corporation Stockholders' Equity [Member]	Equity Attributable To Noncontrolling Interest Member]	Total
Balance, Value at Dec. 31, 2014	$ 112	$ 1,245,462	$ (374)	$ 72,124	$ (24,406)		$ 1,292,918	$ 1,207	$ 1,294,125
Balance, Shares at Dec. 31, 2014	112,233		709
Tax benefits from share-based payment arrangements, Value		547					547		547
Tax benefits from share-based payment arrangements, Shares
Issuance (repurchase) of restricted stock, net, Value		803	$ 139				942		942
Issuance (repurchase) of restricted stock, net, Shares	92		(367)
Stock-based compensation expense, Value		20,050					20,050		20,050
Net income (loss)				$ (26,877)			(26,877)	$ (106)	(26,983)
Noncontrolling interests for business combinations								6,152	6,152
Pension adjustment					$ 262		262		262
Foreign currency translation adjustment					(6,240)		(6,240)	(1,706)	(7,946)
Balance, Value at Jun. 30, 2015	$ 112	$ 1,266,862	$ (235)	$ 45,247	$ (30,384)	[1]	$ 1,281,602	$ 5,547	$ 1,287,149
Balance, Shares at Jun. 30, 2015	112,325		342

[1] Accumulated other comprehensive loss of $30,384 consists of foreign currency translation loss of $28,435 and a cumulative unrealized pension loss of $1,949.

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Segment Information (Schedule Of Income Or Loss From Operations By Geographic Area) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting Information [Line Items]
Income (loss) from operations	$ (23,842)	$ 4,362	$ (41,366)	$ 13,879
Subtotal [Member]
Segment Reporting Information [Line Items]
Income (loss) from operations	(23,330)	4,994	(40,347)	14,629
Inter-Segment Elimination [Member]
Segment Reporting Information [Line Items]
Income (loss) from operations	(512)	(632)	(1,019)	(750)
Americas [Member]
Segment Reporting Information [Line Items]
Income (loss) from operations	(29,186)	(7,036)	(52,292)	(9,066)
Germany [Member]
Segment Reporting Information [Line Items]
Income (loss) from operations	(548)	451	1,292	648
Other EMEA [Member]
Segment Reporting Information [Line Items]
Income (loss) from operations	(938)	2,124	(2,273)	4,525
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Income (loss) from operations	$ 7,342	$ 9,455	$ 12,926	$ 18,522

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Commitments And Contingencies (Tables)

6 Months Ended

Jun. 30, 2015

Commitments And Contingencies [Abstract]

Changes In Redeemable Noncontrolling Interests

(in thousands)	2015		2014
Beginning balance	$	8,872	$	—
Changes in redemption value		—		8,550
Currency translation adjustments		—		322
Ending balance	$	8,872	$	8,872

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Noncontrolling Interests (Details)	6 Months Ended
	Jun. 30, 2015	Apr. 02, 2015
Phenix Systems [Member]
Business Acquisition [Line Items]
Business acquisition, ownership percentage	95.00%
Date of acquisition	Jul. 15, 2013
Robtec [Member]
Business Acquisition [Line Items]
Business acquisition, ownership percentage	70.00%
Date of acquisition	Nov. 25, 2014
Easyway [Member]
Business Acquisition [Line Items]
Business acquisition, ownership percentage	65.00%	65.00%
Date of acquisition	Apr. 02, 2015

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2015

Commitments And Contingencies [Abstract]

Commitments And Contingencies

(15)  Commitments and Contingencies

The Company leases office space and certain furniture and fixtures under various non-cancelable operating leases. For the quarter and six months ended June 30, 2015, rent expense under operating leases was $3,408 and $6,612, respectively, compared to $2,598 and $4,910, respectively, for the quarter and six months ended, June 30, 2014.

As of June 30, 2015 and December 31, 2014, the Company had supply commitments on printer assemblies that totaled $63,849 and $56,620, respectively.

Certain of the Company’s acquisitions contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. As of the June 30, 2015 and December 31, 2014, the total liabilities recorded for these earnouts were $9,582 and $9,155, respectively.

Put Options

Owners of interests in a certain subsidiary have the right in certain circumstances to require the Company to acquire either a portion of or all of the remaining ownership interests held by them. The owners’ ability to exercise any such “put option” right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise. In addition, these rights cannot be exercised prior to a specified exercise date. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts in 2019.

Management estimates, assuming that the subsidiary owned by the Company at June 30, 2015, performs over the relevant future periods at their forecasted earnings levels, that these rights, if exercised, could require the Company, in future periods, to pay approximately $8,872 to the owners of such rights to acquire such ownership interests in the relevant subsidiary. This amount has been recorded as redeemable noncontrolling interests on the balance sheet at June 30, 2015 and December 31, 2014. The ultimate amount payable relating to this transaction will vary because it is dependent on the future results of operations of the subject business.

The following table presents changes in the redeemable noncontrolling interest for the six months ended June 30, 2015 and year ended December 31, 2014:

(in thousands)	2015		2014
Beginning balance	$	8,872	$	—
Changes in redemption value		—		8,550
Currency translation adjustments		—		322
Ending balance	$	8,872	$	8,872

Litigation

The Company and certain of its executive officers have been named as defendants in two putative stockholder class action lawsuits filed in the United States District Court for the District of South Carolina on June 12, 2015 and June 23, 2015.  The lawsuits are styled City of Bristol Pension Fund v. 3D Systems Corporation, et al., Case No. 0:15-cv-02393-MGL (D.S.C.) and Joshua Romano v. 3D Systems Corporation, et al., Case No. 0:15-cv-02518-MGL (D.S.C.).  The complaints are substantially identical and allege that defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions and that the officers are control persons under Section 20(a) of the Exchange Act.   The complaints are filed on behalf of stockholders who purchased shares of the Company’s common stock between October 29, 2013, and October 22, 2014 and seek monetary damages on behalf of the purported class.

On July 27, 2015, a related derivative complaint was filed by a purported Company stockholder against certain of the Company’s executive officers and members of its Board of Directors in the Court of Common Pleas for the 16th Judicial Circuit, County of York, South Carolina, styled Steyn v. Reichental, et al., Case No. 2015-CP-4602225. The action was brought derivatively on behalf of the Company, which is also named as a nominal defendant. The complaint alleges claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment and seeks, among other things, monetary damages and certain corporate governance actions.

The Company believes the claims alleged in the putative stockholder class action lawsuits and the derivative lawsuit are without merit and intends to defend the Company and its officers and directors vigorously.

The Company is involved in various other legal matters incidental to its business. Although the Company cannot predict the results of litigation with certainty, the Company believes that the disposition of these legal matters will not have a material adverse effect on our consolidated results of operations or consolidated financial position.

Indemnification

In the normal course of business the Company periodically enters into agreements to indemnify customers or suppliers against claims of intellectual property infringement made by first parties arising from the use of the Company’s products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

To the extent permitted under Delaware law, the Company indemnifies directors and officers for certain events or occurrences while the director or officer is, or was, serving at the Company’s request in such capacity, subject to limited exceptions. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is unlimited; however, the Company has directors and officers insurance coverage that may enable the Company to recover future amounts paid, subject to a deductible and the policy limits. There is no assurance that the policy limits will be sufficient to cover all damages, if any.

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss) [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

(in thousands)	Foreign currency translation adjustment		Defined benefit pension plan			Total
Balance at December 31, 2014	$	(22,195)	$	(2,211)	$	(24,406)
Other comprehensive income (loss)		(6,240)		262		(5,978)
Balance at June 30, 2015	$	(28,435)	$	(1,949)	$	(30,384)

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Noncontrolling Interest

6 Months Ended

Jun. 30, 2015

Noncontrolling Interests [Abstract]

Noncontrolling Interest

(17)  Noncontrolling Interests

As of June 30, 2015, the Company owned approximately 95% of the capital and voting rights of Phenix Systems, a global provider of direct metal 3D printers. Phenix Systems was acquired on July 15, 2013.

As of June 30, 2015, the Company owned approximately 70% of the capital and voting rights of Robtec, a service bureau and distributor of 3D printing and scanning products. Robtec was acquired on November 25, 2014.

As of June 30, 2015, the Company owned approximately 65% of the capital and voting rights of Easyway, a manufacturing service bureau and distributor of 3D printing and scanning products in China. Easyway was acquired on April 2, 2015. See Note 2.

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Condensed Consolidated Statements Of Stockholders’ Equity (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Accumulated other comprehensive income (loss)	$ (30,384)	$ (24,406)
Foreign Currency Translation Adjustments [Member]
Accumulated other comprehensive income (loss)	(28,435)	(22,195)
Defined Benefit Pension Plan [Member]
Accumulated other comprehensive income (loss)	$ (1,949)	$ (2,211)

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 15,559	$ 10,300
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	220,000,000	220,000,000
Common stock, shares issued	112,325,000	112,233,000
Treasury stock, shares	342,000	709,000

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International Retirement Plan

6 Months Ended

Jun. 30, 2015

International Retirement Plan [Abstract]

International Retirement Plan

(10)  International Retirement Plan

The following table shows the components of net periodic benefit costs and other amounts recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the quarter and six months ended June 30, 2015 and 2014:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Service cost	$	49	$	43	$	96	$	88
Interest cost		66		60		128		122
Total	$	115	$	103	$	224	$	210

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 29, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Registrant Name	3D SYSTEMS CORP
Entity Central Index Key	0000910638
Trading Symbol	ddd
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		111,998,183

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Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2015

Earnings (Loss) Per Share [Abstract]

Earnings Per Share

(11)  Earnings (Loss) Per Share

The Company presents basic and diluted earnings (loss) per share (“EPS”) amounts. Basic EPS is calculated by dividing net income (loss) attributable to 3D Systems Corporation available to common stockholders by the weighted average number of common shares outstanding during the applicable period. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of common and common equivalent shares outstanding during the applicable period.

The following table reconciles basic weighted average outstanding shares to diluted weighted average outstanding for the quarter and six months ended June 30, 2015 and 2014:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2015		2014		2015		2014
Numerator for basic and diluted net earnings per share:
Net income (loss) attributable to 3D Systems Corporation	$	(13,696)	$	2,125	$	(26,877)	$	7,002
Denominator for basic and diluted net earnings per share:
Weighted average shares		112,017		106,407		111,875		104,985
Earnings (loss) per share, basic and diluted	$	(0.12)	$	0.02	$	(0.24)	$	0.07
Interest expense excluded from diluted earnings per share calculation (a)	$	—	$	206	$	—	$	362
5.50% Convertible notes shares excluded from diluted earnings per share calculation (a)		—		876		—		876
Restricted stock units excluded from diluted earnings per share calculation (b)		40		—		37		—

^(a) Average outstanding diluted earnings (loss) per share calculation excludes shares that may be issued upon conversion of the outstanding senior convertible notes since the effect of their inclusion would have been anti-dilutive.

^(b) Average outstanding diluted earnings (loss) per share calculation excludes restricted stock units since the effect of their inclusion would have been anti-dilutive.

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Condensed Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenue:
Products	$ 104,577	$ 99,984	$ 204,399	$ 201,178
Services	65,927	51,528	126,827	98,092
Total revenue	170,504	151,512	331,226	299,270
Cost of sales:
Products	57,484	51,232	107,960	98,048
Services	31,393	27,882	62,655	53,352
Total cost of sales	88,877	79,114	170,615	151,400
Gross profit	81,627	72,398	160,611	147,870
Operating expenses:
Selling, general and administrative	79,738	50,322	154,030	99,042
Research and development	25,731	17,714	47,947	34,949
Total operating expenses	105,469	68,036	201,977	133,991
Income (loss) from operations	(23,842)	4,362	(41,366)	13,879
Interest and other expense, net	89	1,476	2,656	2,524
Income (loss) before income taxes	(23,931)	2,886	(44,022)	11,355
Provision (benefit) for income taxes	(10,096)	694	(17,039)	4,253
Net income (loss)	(13,835)	2,192	(26,983)	7,102
Less net income (loss) attributable to noncontrolling interests	(139)	67	(106)	100
Net income (loss) attributable to 3D Systems Corporation	$ (13,696)	$ 2,125	$ (26,877)	$ 7,002
Net income (loss) per share available to 3D Systems common stockholders – basic and diluted	$ (0.12)	$ 0.02	$ (0.24)	$ 0.07
Other comprehensive income (loss):
Pension adjustments, net of taxes	$ (3)	$ 26	$ 262	$ 45
Foreign currency translation gain (loss)	13,011	1,621	(7,946)	1,634
Other comprehensive income (loss)	13,008	1,647	(7,684)	1,679
Less foreign currency translation gain (loss) attributable to noncontrolling interests	(1,581)	(24)	(1,706)	2
Other comprehensive income (loss) attributable to 3D Systems Corporation	14,589	1,671	(5,978)	1,677
Comprehensive income (loss)	(827)	3,839	(34,667)	8,781
Less comprehensive income (loss) attributable to noncontrolling interests	(1,720)	43	(1,812)	102
Comprehensive income (loss) attributable to 3D Systems Corporation	$ 893	$ 3,796	$ (32,855)	$ 8,679

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Intangible Assets

6 Months Ended

Jun. 30, 2015

Intangible Assets [Abstract]

Intangible Assets

(5)  Intangible Assets

Intangible assets other than goodwill as of June 30, 2015 and December 31, 2014 were as follows:

	2015						2014
(in thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		Useful Life (in years)	Weighted Average Useful Life Remaining (in years)
Intangible assets with finite lives:
Licenses	$	5,875	$	(5,875)	$	—	$	5,875	$	(5,875)	$	—	N/A	N/A
Patent costs		21,304		(7,906)		13,398		20,733		(7,369)		13,364	5-20	3
Acquired technology		74,096		(24,427)		49,669		57,383		(18,241)		39,142	3-10	4
Internally developed software		9,072		(6,238)		2,834		9,073		(5,517)		3,556	1-8	<1
Customer relationships		193,015		(47,426)		145,589		157,139		(36,975)		120,164	3-11	2
Non-compete agreements		35,526		(14,301)		21,225		35,469		(11,784)		23,685	3-11	3
Trade names		29,881		(5,890)		23,991		21,800		(4,455)		17,345	2-10	5
Other		41,690		(10,910)		30,780		39,100		(6,905)		32,195	4-10	1
Intangible assets with indefinite lives:
Trademarks		—		—		—		2,110		—		2,110	N/A	N/A
Total intangible assets	$	410,459	$	(122,973)	$	287,486	$	348,682	$	(97,121)	$	251,561	1-20	4

For the quarter and six months ended June 30, 2015, the Company capitalized $357 and $560, respectively, of costs incurred to internally develop and extend patents in the United States and various other countries, compared to $172 and $382, respectively, for the quarter and six months ended June 30, 2014.

For the quarter and six months ended June 30, 2015, amortization expense on intangible assets was $17,481 and $31,997, respectively, compared to $8,211 and 17,414, respectively, for the quarter and six months ended June 30, 2014.

For the years ended 2015, 2016, 2017, 2018, and 2019, annual amortization expense on intangible assets is expected to be $61,040,  $54,704,  $47,189,  $39,046 and $28,471, respectively.

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Property And Equipment

6 Months Ended

Jun. 30, 2015

Property And Equipment [Abstract]

Property And Equipment

(4)  Property and Equipment

Property and equipment as of June 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014		Useful Life (in years)
Land	$	903	$	541	N/A
Building		10,960		9,370	25
Machinery and equipment		99,074		84,443	3-7
Capitalized software		3,949		3,693	3-5
Office furniture and equipment		4,743		3,478	3-5
Leasehold improvements		14,870		12,447	Life of lease (a)
Rental equipment		509		557	5
Construction in progress		12,917		20,082	N/A
Total property and equipment		147,925		134,611
Less: Accumulated depreciation and amortization		(60,941)		(52,730)
Total property and equipment, net	$	86,984	$	81,881

^(a) Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful lives and (ii) the estimated or contractual life of the related lease.

For the quarter and six months ended June 30, 2015, depreciation and amortization expense on property and equipment was $4,691 and $9,400, respectively, compared to $3,456 and $6,492, respectively, for the quarter and six months ended June 30, 2014.

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss) [Abstract]

Accumulated Other Comprehensive Income (Loss)

(16)  Accumulated Other Comprehensive Income (Loss)

The changes in the balances of accumulated other comprehensive income (loss) by component are as follows:

(in thousands)	Foreign currency translation adjustment		Defined benefit pension plan			Total
Balance at December 31, 2014	$	(22,195)	$	(2,211)	$	(24,406)
Other comprehensive income (loss)		(6,240)		262		(5,978)
Balance at June 30, 2015	$	(28,435)	$	(1,949)	$	(30,384)

The amounts presented above are included in other comprehensive income (loss) and are net of taxes. For additional information about foreign currency translation, see Note 7. For additional information about the pension plan, see Note 10.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Measurements [Abstract]

Fair Value Measurements

(12)  Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs that may be used to measure fair value:

· Level 1 - Quoted prices in active markets for identical assets or liabilities;

· Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

· Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

For the Company, the above standard applies to cash equivalents and redeemable noncontrolling interests. The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements as of June 30, 2015
(in thousands)		Level 1		Level 2		Level 3		Total
Description
Cash equivalents (a)	$	63,656	$	—	$	—	$	63,656
Redeemable noncontrolling interests (b)	$	—	$	—	$	8,872	$	8,872

^(a) Cash equivalents include funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in the consolidated balance sheet.

^(b) Redeemable noncontrolling interests represents a put option that owners of interests in a certain subsidiary have the right, in certain circumstances, to require the Company to acquire either a portion of, or all of, the remaining ownership interests held by them. The Company determines the fair value of the redeemable noncontrolling interests based on unobservable inputs considering the assumptions that market participants would make in pricing the obligation. Given the significance of the unobservable inputs, the valuations are classified in level 3 of the fair value hierarchy. See Note 15.

The Company did not have any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the quarter and six months ended June 30, 2015.

In addition to the financial assets included in the above table, certain of our non-financial assets and liabilities are to be initially measured at fair value on a non-recurring basis. This includes items such as non-financial assets and liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods) and non-financial, long-lived assets measured at fair value for an impairment assessment. In general, non-financial assets and liabilities including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when impairment is recognized. The Company has not recorded any impairments related to such assets and has had no other significant non-financial assets or non-financial liabilities requiring adjustments or write-downs to fair value as of June 30, 2015 or December 31, 2014.

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Borrowings

6 Months Ended

Jun. 30, 2015

Borrowings [Abstract]

Borrowings

(8) Borrowings

Credit Facility

On October 10, 2014, the Company and certain of its subsidiaries entered into a $150,000five-year revolving, unsecured credit facility (the “Credit Agreement”) with PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner, HSBC Bank USA, N.A., as Syndication Agent, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement comprises a revolving loan facility that provides for advances in the initial aggregate principal amount of up to $150,000 (the “Credit Facility”).  Subject to certain terms and conditions contained in the Credit Agreement, the Company may, at its option, request an increase in the aggregate principal amount available under the Credit Facility by an additional $75,000.  The Credit Agreement includes provisions for the issuance of letters of credit and swingline loans.

The Credit Agreement is guaranteed by certain of the Company’s material domestic subsidiaries (the “Guarantors”). From time to time, the Company may be required to cause additional material domestic subsidiaries to become Guarantors under the Credit Agreement.

Generally, amounts outstanding under the Credit Facility bear interest, at the Company’s option, at either the Base Rate or the LIBOR Rate, in each case, plus an applicable margin.  Base Rate advances bear interest at a rate per annum equal to the sum of (i) the highest of (A) the Administrative Agent’s prime rate, (B) the Federal Funds Open Rate plus 0.5% or (C) the Daily LIBOR Rate for a one month interest period plus 1%, and (ii) an applicable margin that ranges from 0.25% to 0.50% based upon the Company’s consolidated total leverage ratio. LIBOR Rate advances bear interest at a rate based upon the London interbank offered rate for the applicable interest period, plus an applicable margin that ranges from 1.25% to 1.50% based upon the Company’s consolidated total leverage ratio. Under the terms of the Credit Agreement, (i) accrued interest on each loan bearing interest at the Base Rate is payable quarterly in arrears and (ii) accrued interest on each loan bearing interest at the LIBOR Rate is payable in arrears on the earlier of (A) quarterly and (B) the last day of each applicable interest payment date for each loan. The Credit Facility is scheduled to mature on October 10, 2019, at which time all amounts outstanding thereunder will be due and payable.

The Company is required to pay certain fees in connection with the Credit Facility, including a quarterly commitment fee equal to the product of the amount of the average daily available revolving commitments under the Credit Agreement multiplied by a percentage that ranges from 0.20% to 0.25% depending upon the Company’s leverage ratio, as well as customary administrative fees.

The Credit Agreement contains customary representations, warranties, covenants and default provisions for a Credit Facility of this type, including, but not limited to, financial covenants, limitations on liens and the incurrence of debt, covenants to preserve corporate existence and comply with laws and covenants regarding the use of proceeds of the Credit Facility. The financial covenants include a maximum consolidated total leverage ratio, which is the ratio of consolidated total funded indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation and amortization expense), as defined in the Credit Agreement, of 3.00 to 1.00, and a minimum interest coverage ratio, which is the ratio of Consolidated EBITDA to cash interest expense, of 3.50 to 1.00.  The Company is only required to be in compliance with the financial covenants as of the end of any fiscal quarter in which there are any loans outstanding at any time during such fiscal quarter.

Thepayment of dividends on the Company’s common stock is restricted under provisions of the Credit Facility, which limits the amount of cash dividends that the Company may pay in any one fiscal year to $30,000. The Company currently does not pay, and has not paid, any dividends on its common stock, and currently intends to retain any future earnings for use in its business. 

There was no outstanding balance on the Credit Facility as of June 30, 2015 or December 31, 2014.

Capitalized Lease Obligations

The Company’s capitalized lease obligations primarily includes a lease agreement that was entered into during 2006 with respect to the Company’s corporate headquarters located in Rock Hill, SC. Capitalized lease obligations decreased to $8,996 at June 30, 2015 from $9,434 at December 31, 2014, primarily due to the normal scheduled timing of payments.

Other debt

In connection with its acquisition of LayerWise in the third quarter of 2014, the Company assumed a portion of LayerWise’s outstanding bank debt, consisting of revolving credit facilities and term loans. The term loans bear interest at rates ranging from 1.34% to 5.40% as of June 30, 2015. The outstanding balance on the term loans was $18 and $127 as of June 30, 2015 and December 31, 2014, respectively. There were no borrowings outstanding under the revolving credit facilities as of June 30, 2015 or December 31, 2014. There is a 0.125% commitment fee on the unused portion of the facilities.

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Segment Information (Schedule Of Assets By Geographic Area) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Assets	$ 1,525,953	$ 1,525,970
Americas [Member]
Segment Reporting Information [Line Items]
Assets	958,813	1,018,113
Germany [Member]
Segment Reporting Information [Line Items]
Assets	56,051	47,524
Other EMEA [Member]
Segment Reporting Information [Line Items]
Assets	412,414	382,259
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Assets	$ 98,675	$ 78,074

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Accrued And Other Liabilities

6 Months Ended

Jun. 30, 2015

Accrued And Other Liabilities [Abstract]

Accrued And Other Liabilities

(6)  Accrued and Other Liabilities

Accrued liabilities as of June 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014
Compensation and benefits	$	22,000	$	20,726
Vendor accruals		14,431		10,451
Accrued professional fees		1,267		532
Accrued taxes		2,794		8,577
Royalties payable		1,214		1,796
Accrued interest		116		43
Accrued earnouts related to acquisitions		277		185
Accrued other		3,265		1,909
Total	$	45,364	$	44,219

Other liabilities as of June 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014
Defined benefit pension obligation	$	6,452	$	7,062
Long term tax liability		3,084		2,029
Long term earnouts related to acquisitions		9,305		8,970
Long term deferred revenue		7,673		7,627
Other long term liabilities		6,989		9,210
Total	$	33,503	$	34,898

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Hedging Activities And Financial Instruments

6 Months Ended

Jun. 30, 2015

Hedging Activities And Financial Instruments [Abstract]

Hedging Activities And Financial Instruments

(7)  Hedging Activities and Financial Instruments

The Company conducts business in various countries using both the functional currencies of those countries and other currencies to effect cross border transactions. As a result, the Company is subject to the risk that fluctuations in foreign exchange rates between the dates that those transactions are entered into and their respective settlement dates will result in a foreign exchange gain or loss. When practicable, the Company endeavors to match assets and liabilities in the same currency on its balance sheet and those of its subsidiaries in order to reduce these risks. When appropriate, the Company enters into foreign currency contracts to hedge exposures arising from those transactions. The Company has elected not to prepare and maintain the documentation to qualify for hedge accounting treatment under Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging,” and therefore, all gains and losses (realized or unrealized) are recognized in "Interest and other expense, net”  in the condensed consolidated statements of operations and comprehensive income (loss). Depending on their fair value at the end of the reporting period, derivatives are recorded either in prepaid expenses and other current assets or in accrued liabilities on the condensed consolidated balance sheet.

There were no foreign currency contracts outstanding as of June 30, 2015 or December 31, 2014. 

For the quarter and six months ended June 30, 2015, the condensed consolidated statements of operations include a foreign currency transaction gain of $428 and a loss of $1,767, respectively, compared to foreign currency transaction losses of $1,140 and $1,345, respectively, for the quarter and six months ended June 30, 2014.

For the quarter and six months ended June 30, 2015, the total impact of foreign currency translation on accumulated other comprehensive income (loss) reflects a gain of $14,592 and a loss of $6,240, respectively, compared to gains of $1,645 and $1,632, respectively, for the quarter and six months ended June 30, 2014.

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Stock-Based Compensation Plans

6 Months Ended

Jun. 30, 2015

Stock-Based Compensation Plans [Abstract]

Stock-Based Compensation Plans

(9)  Stock-based Compensation Plans

Effective May 19, 2004, the Company adopted its 2004 Incentive Stock Plan, as further amended and restated on February 3, 2015 (the “2004 Stock Plan”) and its 2004 Restricted Stock Plan for Non-Employee Directors (the “2004 Director Plan”). On May 19, 2015, the Company’s stockholders approved the 2015 Incentive Plan of 3D Systems Corporation (the “2015 Plan”, together with the 2004 Stock Plan, the “Incentive Plans”).

The 2015 Plan authorizes awards of restricted stock, restricted stock units, stock appreciation rights, cash incentive awards and the grant of options to purchase the Company’s common stock. The 2015 Plan also designates measures that may be used for performance awards.

The maximum number of shares of common stock reserved for issuance under the 2015 Plan is 6,300. Generally, each restricted stock award or restricted stock unit award is made with a vesting period of three years to five years from the date of grant.

The purpose of the 2015 Plan is to provide an incentive that permits the persons responsible for the Company’s growth to share directly in that growth and to better align their interests with the interests of the Company’s stockholders. Any person who is an employee or director of or consultant to the Company, or a subsidiary or an affiliate of the Company, is eligible to be considered for the grant of performance awards pursuant to the 2015 Plan. The 2015 Plan is administered by the Compensation Committee of the Board of Directors or a subcommittee thereof, which, pursuant to the provisions of the 2015 Plan, has the authority to determine recipients of awards under that plan, the number of shares to be covered by such awards and the terms and conditions of each award. Notwithstanding the foregoing, only the full Board of Directors may grant and administer awards under the 2015 Plan to non-employee directors.  The 2015 Plan may be amended, altered or discontinued at the sole discretion of the Board of Directors at any time.

The Company records stock-based compensation expense in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). Stock-based compensation expense for the quarter and six months ended June 30, 2015 and 2014 was as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Restricted stock awards	$	9,721	$	8,362	$	20,050	$	15,638

The number of shares and units of restricted common stock awarded and the weighted average fair value per share and unit for the quarter and six months ended June 30, 2015 and 2014 were as follows:

	Quarter Ended June 30,
	2015			2014
(in thousands, except per share amounts)	Number of Shares/Units	Weighted Average Fair Value		Number of Shares/Units	Weighted Average Fair Value
Restricted stock awards:
Granted under the Incentive Plans, non-executive employees	226	$	22.68	143	$	50.31
Granted under the Incentive Plans, executive officers	25		22.61	—		—
Granted under the 2004 Director Plan, non-employee directors	24		22.61	17		49.26
Total restricted stock awards	275	$	22.67	160	$	50.20
	Six Months Ended June 30,
	2015			2014
(in thousands, except per share amounts)	Number of Shares/Units	Weighted Average Fair Value		Number of Shares/Units	Weighted Average Fair Value
Restricted stock awards:
Granted under the Incentive Plans, non-executive employees	439	$	25.86	346	$	68.42
Granted under the Incentive Plans, executive officers	85		27.50	30		75.76
Granted under the 2004 Director Plan, non-employee directors	24		22.61	17		49.26
Total restricted stock awards	548	$	26.00	393	$	68.15

For the quarter and six months ended June 30, 2015, the Company recorded $543 of stock compensation expense related to non-employee directors, compared to $849 for the quarter and six months ended June 30, 2014.

As of June 30, 2015 and 2014, shares or units under awards that remained subject to acceptance were 248 and 138, respectively.

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Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance, AOCI	$ (24,406)
Other comprehensive income (loss)	(5,978)
Ending Balance, AOCI	(30,384)
Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance, AOCI	(22,195)
Other comprehensive income (loss)	(6,240)
Ending Balance, AOCI	(28,435)
Defined Benefit Pension Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance, AOCI	(2,211)
Other comprehensive income (loss)	262
Ending Balance, AOCI	$ (1,949)

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Commitments And Contingencies (Changes In Redeemable Noncontrolling Interests) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($)
Commitments And Contingencies [Abstract]
Changes in redemption value	$ 8,550
Currency translation adjustments	322
Balance at June 30	$ 8,872

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2015

Segment Information [Abstract]

Schedule Of Revenue From Unaffiliated Customers By Product

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Revenue from unaffiliated customers:
Americas	$	90,396	$	78,895	$	176,658	$	146,927
Germany		21,345		19,562		42,595		43,387
Other EMEA		30,958		22,453		58,412		46,192
Asia Pacific		27,805		30,602		53,561		62,764
Total  revenue	$	170,504	$	151,512	$	331,226	$	299,270
	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Revenue by class of product and service:
Products	$	68,176	$	61,948	$	130,891	$	122,701
Materials		36,401		38,036		73,508		78,477
Services		65,927		51,528		126,827		98,092
Total revenue	$	170,504	$	151,512	$	331,226	$	299,270

Schedule Of Intercompany Sales By Geographic Area

	Quarter Ended June 30, 2015
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	840	$	9,676	$	5,366	$	3,469	$	19,351
Germany		206		—		1,089		—		1,295
Other EMEA		16,399		881		719		3,745		21,744
Asia Pacific		804		—		5		584		1,393
Total	$	18,249	$	10,557	$	7,179	$	7,798	$	43,783
	Quarter Ended June 30, 2014
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	—	$	9,925	$	4,710	$	3,450	$	18,085
Germany		446		—		1,350		—		1,796
Other EMEA		10,932		548		676		891		13,047
Asia Pacific		331		(15)		—		521		837
Total	$	11,709	$	10,458	$	6,736	$	4,862	$	33,765
	Six Months Ended June 30, 2015
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	1,320	$	19,810	$	11,203	$	8,442	$	40,775
Germany		206		—		1,893		—		2,099
Other EMEA		31,314		1,535		1,583		4,391		38,823
Asia Pacific		1,430		—		18		1,342		2,790
Total	$	34,270	$	21,345	$	14,697	$	14,175	$	84,487
	Six Months Ended June 30, 2014
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	—	$	20,862	$	9,657	$	5,796	$	36,315
Germany		855		—		2,828		—		3,683
Other EMEA		20,975		1,878		1,008		1,446		25,307
Asia Pacific		813		(15)		—		1,203		2,001
Total	$	22,643	$	22,725	$	13,493	$	8,445	$	67,306

Schedule Of Income Or Loss From Operations By Geographic Area

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Income (loss) from operations:
Americas	$	(29,186)	$	(7,036)	$	(52,292)	$	(9,066)
Germany		(548)		451		1,292		648
Other EMEA		(938)		2,124		(2,273)		4,525
Asia Pacific		7,342		9,455		12,926		18,522
Subtotal		(23,330)		4,994		(40,347)		14,629
Inter-segment elimination		(512)		(632)		(1,019)		(750)
Total	$	(23,842)	$	4,362	$	(41,366)	$	13,879

Schedule Of Assets By Geographic Area

	June 30,		December 31,
(in thousands)	2015		2014
Assets:
Americas	$	958,813	$	1,018,113
Germany		56,051		47,524
Other EMEA		412,414		382,259
Asia Pacific		98,675		78,074
Total	$	1,525,953	$	1,525,970

Schedule Of Cash Equivalents By Geographic Area

	June 30,		December 31,
(in thousands)	2015		2014
Cash and cash equivalents:
Americas	$	124,534	$	245,219
Germany		9,873		6,640
Other EMEA		20,286		15,556
Asia Pacific		16,524		17,447
Total	$	171,217	$	284,862

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International Retirement Plan (Components Of Net Periodic Benefit Costs And Other Amounts Recognized In Other Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
International Retirement Plan [Abstract]
Service cost	$ 49	$ 43	$ 96	$ 88
Interest cost	66	60	128	122
Total	$ 115	$ 103	$ 224	$ 210

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Segment Information

6 Months Ended

Jun. 30, 2015

Segment Information [Abstract]

Segment Information

(14)  Segment Information

The Company operates in one reportable business segment. The Company conducts its business through subsidiaries in the United States, a subsidiary in Israel that operates a research and production facility and sales and service offices, a subsidiary in Switzerland that operates a research and production facility, subsidiaries in France and Brazil that operate production facilities and sales and service offices, and other subsidiaries that operate sales and service offices in Europe (Belgium, Germany, the United Kingdom, Italy and the Netherlands), Israel and in the Asia Pacific region (Australia, China, India, Japan and Korea). The Company has historically disclosed summarized financial information for the geographic areas of operations as if they were segments in accordance with ASC 280, “Segment Reporting.” Financial information concerning the Company’s geographical locations is based on the location of the selling entity. Such summarized financial information concerning the Company’s geographical operations is shown in the following tables:

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Revenue from unaffiliated customers:
Americas	$	90,396	$	78,895	$	176,658	$	146,927
Germany		21,345		19,562		42,595		43,387
Other EMEA		30,958		22,453		58,412		46,192
Asia Pacific		27,805		30,602		53,561		62,764
Total  revenue	$	170,504	$	151,512	$	331,226	$	299,270
	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Revenue by class of product and service:
Products	$	68,176	$	61,948	$	130,891	$	122,701
Materials		36,401		38,036		73,508		78,477
Services		65,927		51,528		126,827		98,092
Total revenue	$	170,504	$	151,512	$	331,226	$	299,270

	Quarter Ended June 30, 2015
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	840	$	9,676	$	5,366	$	3,469	$	19,351
Germany		206		—		1,089		—		1,295
Other EMEA		16,399		881		719		3,745		21,744
Asia Pacific		804		—		5		584		1,393
Total	$	18,249	$	10,557	$	7,179	$	7,798	$	43,783
	Quarter Ended June 30, 2014
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	—	$	9,925	$	4,710	$	3,450	$	18,085
Germany		446		—		1,350		—		1,796
Other EMEA		10,932		548		676		891		13,047
Asia Pacific		331		(15)		—		521		837
Total	$	11,709	$	10,458	$	6,736	$	4,862	$	33,765
	Six Months Ended June 30, 2015
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	1,320	$	19,810	$	11,203	$	8,442	$	40,775
Germany		206		—		1,893		—		2,099
Other EMEA		31,314		1,535		1,583		4,391		38,823
Asia Pacific		1,430		—		18		1,342		2,790
Total	$	34,270	$	21,345	$	14,697	$	14,175	$	84,487
	Six Months Ended June 30, 2014
	Intercompany Sales to
(in thousands)	Americas		Germany		Other EMEA		Asia Pacific		Total
Americas	$	—	$	20,862	$	9,657	$	5,796	$	36,315
Germany		855		—		2,828		—		3,683
Other EMEA		20,975		1,878		1,008		1,446		25,307
Asia Pacific		813		(15)		—		1,203		2,001
Total	$	22,643	$	22,725	$	13,493	$	8,445	$	67,306

	Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	2015		2014		2015		2014
Income (loss) from operations:
Americas	$	(29,186)	$	(7,036)	$	(52,292)	$	(9,066)
Germany		(548)		451		1,292		648
Other EMEA		(938)		2,124		(2,273)		4,525
Asia Pacific		7,342		9,455		12,926		18,522
Subtotal		(23,330)		4,994		(40,347)		14,629
Inter-segment elimination		(512)		(632)		(1,019)		(750)
Total	$	(23,842)	$	4,362	$	(41,366)	$	13,879

	June 30,		December 31,
(in thousands)	2015		2014
Assets:
Americas	$	958,813	$	1,018,113
Germany		56,051		47,524
Other EMEA		412,414		382,259
Asia Pacific		98,675		78,074
Total	$	1,525,953	$	1,525,970

	June 30,		December 31,
(in thousands)	2015		2014
Cash and cash equivalents:
Americas	$	124,534	$	245,219
Germany		9,873		6,640
Other EMEA		20,286		15,556
Asia Pacific		16,524		17,447
Total	$	171,217	$	284,862

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2015

Acquisitions [Abstract]

Purchase Price Allocation To Assets Acquired And Liabilities Assumed

(in thousands)	2015
Fixed assets	$	1,218
Other intangible assets, net		6,366
Goodwill		7,192
Other assets, net of cash acquired		5,409
Liabilities		(5,719)
Net assets acquired	$	14,466

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Stock-Based Compensation Plans (Schedule Of Stock-Based Compensation) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 9,721	$ 8,362	$ 20,050	$ 15,638

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Property And Equipment (Schedule Of Property And Equipment) (Details) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 147,925	$ 134,611
Less: Accumulated depreciation and amortization		(60,941)	(52,730)
Total property and equipment, net		86,984	81,881
Land [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		903	541
Building [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 10,960	9,370
Property and equipment, useful life, in years		25 years
Machinery And Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 99,074	84,443
Capitalized Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		3,949	3,693
Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		4,743	3,478
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 14,870	12,447
Leasehold improvements useful life	[1]	Life of lease (a)
Rental Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 509	557
Property and equipment, useful life, in years		5 years
Construction In Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 12,917	$ 20,082
Minimum [Member] | Machinery And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life, in years		3 years
Minimum [Member] | Capitalized Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life, in years		3 years
Minimum [Member] | Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life, in years		3 years
Maximum [Member] | Machinery And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life, in years		7 years
Maximum [Member] | Capitalized Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life, in years		5 years
Maximum [Member] | Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life, in years		5 years

[1] Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful lives and (ii) the estimated or contractual life of the related lease.

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Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income (loss)		$ (26,983)	$ 7,102
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Benefit of deferred income taxes		(14,773)	(13,249)
Depreciation and amortization		41,895	24,390
Non-cash interest on convertible notes			193
Provision for bad debts		5,135	3,141
Provision for obsolete inventory		3,657	2,712
Stock-based compensation		20,050	15,638
Loss on the disposition of property and equipment		711	296
Changes in operating accounts:
Accounts receivable		25,899	(7,013)
Inventories		(37,774)	(18,423)
Prepaid expenses and other current assets		(13,332)	(6,630)
Accounts payable		(3,827)	12,983
Accrued liabilities		(11,393)	(3,029)
Customer deposits		678	1,818
Deferred revenue		2,411	1,544
Other operating assets and liabilities		1,293	(2,143)
Net cash provided by (used in) operating activities		(6,353)	19,330
Cash flows from investing activities:
Purchases of property and equipment		(12,196)	(8,965)
Additions to license and patent costs		(560)	(382)
Cash paid for acquisitions, net of cash assumed		(91,799)	(53,526)
Other investing activities		(1,750)	(300)
Net cash used in investing activities		(106,305)	(63,173)
Cash flows from financing activities:
Tax benefits from share-based payment arrangements		547	6,368
Proceeds from issuance of common stock			299,749
Proceeds from acceptance of restricted stock, net		942	1,437
Repayment of capital lease obligations		(526)	(88)
Net cash provided by financing activities		963	307,466
Effect of exchange rate changes on cash		(1,950)	323
Net increase (decrease) in cash and cash equivalents		(113,645)	263,946
Cash and cash equivalents at the beginning of the period		284,862	306,316
Cash and cash equivalents at the end of the period		171,217	570,262
Supplemental Cash Flow Information:
Cash interest payments		283	608
Cash income tax payments		8,552	9,594
Transfer of equipment from inventory to property and equipment, net	[1]	4,403	5,454
Transfer of equipment to inventory from property and equipment, net	[2]	$ 3,923	3,447
Stock issued for acquisitions of businesses			$ 20,250

[1] Inventory is transferred from inventory to property and equipment at cost when the Company requires additional machines for training or demonstration or for placement into Quickparts' locations.

[2] In general, an asset is transferred from property and equipment, net into inventory at its net book value when the Company has identified a potential sale for a used machine.

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Inventories

6 Months Ended

Jun. 30, 2015

Inventories [Abstract]

Inventories

(3)  Inventories

Components of inventories, net as of June 30, 2015 and December 31, 2014 were as follows:

(in thousands)	2015		2014
Raw materials	$	60,579	$	46,850
Work in process		2,332		2,304
Finished goods and parts		67,824		47,491
Inventories, net	$	130,735	$	96,645

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Segment Information (Schedule Of Intercompany Sales By Geographic Area) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting Information [Line Items]
Intercompany sales	$ 170,504	$ 151,512	$ 331,226	$ 299,270
Americas [Member]
Segment Reporting Information [Line Items]
Intercompany sales	90,396	78,895	176,658	146,927
Germany [Member]
Segment Reporting Information [Line Items]
Intercompany sales	21,345	19,562	42,595	43,387
Other EMEA [Member]
Segment Reporting Information [Line Items]
Intercompany sales	30,958	22,453	58,412	46,192
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Intercompany sales	27,805	30,602	53,561	62,764
Intercompany Sales To Americas [Member]
Segment Reporting Information [Line Items]
Intercompany sales	18,249	11,709	34,270	22,643
Intercompany Sales To Americas [Member] | Americas [Member]
Segment Reporting Information [Line Items]
Intercompany sales	840		1,320
Intercompany Sales To Americas [Member] | Germany [Member]
Segment Reporting Information [Line Items]
Intercompany sales	206	446	206	855
Intercompany Sales To Americas [Member] | Other EMEA [Member]
Segment Reporting Information [Line Items]
Intercompany sales	16,399	10,932	31,314	20,975
Intercompany Sales To Americas [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Intercompany sales	804	331	1,430	813
Intercompany Sales To Germany [Member]
Segment Reporting Information [Line Items]
Intercompany sales	10,557	10,458	21,345	22,725
Intercompany Sales To Germany [Member] | Americas [Member]
Segment Reporting Information [Line Items]
Intercompany sales	9,676	9,925	19,810	20,862
Intercompany Sales To Germany [Member] | Other EMEA [Member]
Segment Reporting Information [Line Items]
Intercompany sales	881	548	1,535	1,878
Intercompany Sales To Germany [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Intercompany sales		(15)		(15)
Intercompany Sales To Other EMEA [Member]
Segment Reporting Information [Line Items]
Intercompany sales	7,179	6,736	14,697	13,493
Intercompany Sales To Other EMEA [Member] | Americas [Member]
Segment Reporting Information [Line Items]
Intercompany sales	5,366	4,710	11,203	9,657
Intercompany Sales To Other EMEA [Member] | Germany [Member]
Segment Reporting Information [Line Items]
Intercompany sales	1,089	1,350	1,893	2,828
Intercompany Sales To Other EMEA [Member] | Other EMEA [Member]
Segment Reporting Information [Line Items]
Intercompany sales	719	676	1,583	1,008
Intercompany Sales To Other EMEA [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Intercompany sales	5		18
Intercompany Sales To Asia Pacific [Member]
Segment Reporting Information [Line Items]
Intercompany sales	7,798	4,862	14,175	8,445
Intercompany Sales To Asia Pacific [Member] | Americas [Member]
Segment Reporting Information [Line Items]
Intercompany sales	3,469	3,450	8,442	5,796
Intercompany Sales To Asia Pacific [Member] | Other EMEA [Member]
Segment Reporting Information [Line Items]
Intercompany sales	3,745	891	4,391	1,446
Intercompany Sales To Asia Pacific [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Intercompany sales	584	521	1,342	1,203
Intercompany Sales [Member]
Segment Reporting Information [Line Items]
Intercompany sales	43,783	33,765	84,487	67,306
Intercompany Sales [Member] | Americas [Member]
Segment Reporting Information [Line Items]
Intercompany sales	19,351	18,085	40,775	36,315
Intercompany Sales [Member] | Germany [Member]
Segment Reporting Information [Line Items]
Intercompany sales	1,295	1,796	2,099	3,683
Intercompany Sales [Member] | Other EMEA [Member]
Segment Reporting Information [Line Items]
Intercompany sales	21,744	13,047	38,823	25,307
Intercompany Sales [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Intercompany sales	$ 1,393	$ 837	$ 2,790	$ 2,001

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Inventories (Tables)

6 Months Ended

Jun. 30, 2015

Inventories [Abstract]

Components Of Inventories

(in thousands)	2015		2014
Raw materials	$	60,579	$	46,850
Work in process		2,332		2,304
Finished goods and parts		67,824		47,491
Inventories, net	$	130,735	$	96,645

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Acquisitions (Purchase Price Allocation To Assets Acquired And Liabilities Assumed) (Details) $ in Thousands	Jun. 30, 2015 USD ($)
Acquisitions [Abstract]
Fixed assets	$ 1,218
Other intangible assets, net	6,366
Goodwill	7,192
Other assets, net of cash acquired	5,409
Liabilities	(5,719)
Net assets acquired	$ 14,466

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Taxes [Abstract]

Income Taxes

(13)  Income Taxes

For the quarter and six months ended June 30, 2015, the Company’s effective tax rate was 42.2% and 38.7%, respectively, compared to 24.0% and 37.5%, respectively, for the quarter and six months ended June 30, 2014.

The Company has not provided for any taxes on the unremitted earnings of its foreign subsidiaries, as the Company intends to permanently reinvest all such earnings outside of the U.S. We believe a calculation of the deferred tax liability associated with these undistributed earnings is impracticable.

Tax years 2011 through 2014 remain subject to examination by the U.S. Internal Revenue Service. The Company has utilized U.S. loss carryforwards causing the years 1997 to 2007 to be subject to examination. The Company files income tax returns (which are open to examination beginning in the year shown in parentheses) in Australia (2009), Belgium (2010), Brazil (2014), China (2010), France (2011), Germany (2011), India (2012), Israel (2010), Italy (2009), Japan (2008), Korea (2009), Mexico (2014), Netherlands (2007), Switzerland (2008), the United Kingdom (2009) and Uruguay (2014).