⁽²⁾In addition to the impact of the 2015 and 2014 acquisitions and related valuation of intangible assets, the results presented include the following significant items affecting comparability for the year ended December 31, 2015:


⁽³⁾	In addition to the impact of the 2015 and 2014 acquisitions and related valuation of intangible assets, the results presented include the following significant items affecting comparability for the year ended December 31, 2015:

Amortization of ~~purchase price adjustment~~inventory step-up of $76.5 million charged to cost of ~~sales for the manufacturer’s profit in inventory;~~sales;

Acquisition and integration related costs of $122 million, primarily comprised of professional fees;

Restructuring costs of $25.3 million, primarily related to severance, professional and consulting fees;

Net interest expense of $214 million, primarily related to interest charges resulting from incremental debt facilities, including term loans, bonds and revolving credit borrowings, used to fund the acquisitions;

Fair value loss on foreign exchange forward contract related to the Alent Acquisition of $73.7 million charged to other ~~expenses;~~expense;

Foreign exchange loss on foreign denominated external and internal long-term debt of $46.4 million; and

Income tax expense which included $72.6 million of expense related to a change in valuation allowances, $40.5 million of expense related to non-deductible transaction costs, and $27.5 million of expense related to a net change in tax reserves.

⁽³⁾In addition to the impact of the 2014 and 2013 acquisitions and related valuation of intangible assets, the results presented include the following significant items affecting comparability for the year ended December 31, 2014:


⁽⁴⁾	In addition to the impact of the 2014 and 2013 acquisitions and related valuation of intangible assets, the results presented include the following significant items affecting comparability for the year ended December 31, 2014:

Amortization of ~~purchase price adjustment~~inventory step-up of $35.5 million charged to cost of ~~sales for the manufacturer’s profit in inventory;~~sales;

Acquisition and integration related costs of $47.8 million, primarily comprised of professional fees;

Net interest expense of $37.9 million' primarily related to interest charges resulting from incremental debt facilities, including term loans, bonds and revolving credit borrowings, used to fund acquisitions; and

Non-cash mark-to-market charge related to the contingent consideration in connection with the MacDermid acquisition of $29.1 million.

⁽⁴⁾~~The results presented include the following significant items affecting comparability in the Successor 2013 Period:~~


⁽⁵⁾	The results presented include the following significant items affecting comparability in the Successor 2013 Period:

Non-cash charge related to the preferred share dividend rights of the Founders Entities of $172 million;

Amortization of ~~purchase price adjustment~~inventory step-up of $23.9 million charged to cost of ~~sales for the manufacturer’s profit in inventory;~~sales; and

Transaction related costs, primarily comprised of professional fees, of $15.2 million.

⁽⁵⁾ ~~The results presented include the following significant items affecting comparability in the Predecessor 2013 Period:~~


⁽⁶⁾	The results presented include the following significant items affecting comparability in the Predecessor 2013 Period:

Transaction related costs, primarily for professional fees, and fees paid to Predecessor stockholders resulting from management fees payable in conjunction with consummation of the MacDermid Acquisition of $16.9 million; and

Deemed compensation expense related to pre-acquisition share awards of approximately $9.3 million.

⁽⁶⁾ ~~Working capital is defined as current assets less current liabilities.~~

⁽⁷⁾

Adjusted EBITDA is a non-GAAP financial measure and as such, should not be considered in isolation from, as a substitute for, or superior to performance measures calculated in accordance with GAAP. For a definition of Adjusted EBITDA and additional information on why we present this measure, its limitations and a reconciliation to the most comparable applicable GAAP measure, see "Non-GAAP Financial Measures" in the Management's Discussion and Analysis of Financial Condition and Results of Operations section included in Part II, Item 7, and Note 23, Segment Information, to the Consolidated Financial Statements, all included in this 2017 Annual Report.


⁽⁸⁾	Working capital is defined as current assets less current liabilities.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The following is a discussion~~This Management's Discussion and Analysis of ~~our financial condition~~Financial Condition and ~~results~~Results of ~~operations during the periods ended December 31, 2016, 2015 and 2014. This discussion~~Operations section should be read in conjunction with “Financial Statements and Supplementary ~~Data,”~~Data” included in Part II, Item 8 of this ~~2016~~2017 Annual Report, “Selected Financial Data” included in Part II, Item 6 of this ~~2016~~2017 Annual Report, and our audited Consolidated Financial Statements and notes thereto included elsewhere in this ~~2016~~2017 Annual Report. ~~In addition to historical information,~~The following “Overview” section below is a brief presentation of our business and certain significant items addressed in this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. We generally identify forward-looking statements by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "estimate," “predict,” “believe,” “seek,” “continue,” “outlook,” “may,” “might,” “should,” “can have,” “likely,”section or the negative version of these words or comparable words. Factors that can cause actual results to differ materially from those reflected in the forward-looking statements include, among others, those discussed in Part I, Item 1A.—Risk Factors and elsewhere in this ~~2016~~2017 Annual Report. ~~We urge you not to place undue reliance on these forward-looking statements, which reflect management’s analysis, judgment, belief or expectation only as~~You should read this section and the relevant portions of this 2017 Annual Report for a complete discussion of the ~~date hereof. We undertake no obligation to update or revise any forward-looking statement, whether as a result~~events and items summarized below.

Overview of ~~new information, future events or otherwise. Historical results are not necessarily indicative of the results expected for any future period.~~our Business

~~Overview~~

~~We are~~Platform, incorporated in Delaware in January 2014, is a global and diversified producer of high technology specialty chemical products. Our ~~chemistry combines~~business involves the blending of a number of key ingredients to produce proprietary formulations. Utilizing our strong industry insight, process know-how, and creative research and development, we also partner with our customers to provide innovative and differentiated solutions that are integral to their finished products. We ~~are present~~operate in a wide variety of attractive niche markets across multiple industries, including automotive, agriculture, animal health, electronics, ~~graphic arts,~~graphics, and offshore oil and gas production and drilling, and we believe that the majority of our operations hold strong positions in the product markets they serve. Our product innovations and product extensions are expected to continue to drive sales growth in both new and existing markets, while also expanding margins by continuing to offer high customer value propositions.

~~As our name implies, Platform is also an acquisition vehicle with a strategy of acquiring and maintaining leading~~We have strong market positions in niche segments of high-growth ~~markets. As such, we~~markets and continually seek opportunities to act as an acquirer and consolidator of specialty chemical businesses, ~~on a global basis,~~ particularly those meeting our “Asset-Lite, High-Touch” philosophy, which involves prioritizing resources to research and development and offering highly technical sales and customer service, while managing conservatively our investments in fixed assets and capital expenditures. We regularly review acquisition opportunities and may acquire businesses that meet our acquisition criteria when we deem it to be financially prudent. As

We generate revenue through the formulation and sale of ~~December 31, 2016,~~our dynamic chemistries and by providing highly technical service to our customers through our extensive global network of specially-trained service personnel. Our personnel follow up closely with our customers to ensure that the functional performance of our intricate chemical composition is maintained as intended and that these products are applied safely and effectively. Our specialty chemicals and processes, together with our field technical and sales staff, are seen as integral to our customer’s product performance. We leverage these close customer relationships to execute our growth strategy and identify opportunities for new products. These new products are developed and created by drawing upon our intellectual property portfolio and technical expertise. We believe that our customers place significant value on our brands, which we ~~have completed the following acquisitions: the MacDermid Acquisition~~capitalize on October 31, 2013, the Agriphar Acquisition on October 1, 2014, the CAS Acquisition on November 3, 2014, the Arysta Acquisition on February 13, 2015, the OMG Acquisition on October 28, 2015, the Alent Acquisition on December 1, 2015,through innovation, product leadership and ~~the OMG Malaysia Acquisition on January 31, 2016.~~customer service.

~~Summary of Significant 2016 Activities~~We manage our business in two reportable segments: Performance Solutions and Agricultural Solutions.

Performance Solutions – Our Performance Solutions segment formulates and markets dynamic chemistry solutions that are used in automotive production, electronics, commercial packaging and printing, and offshore oil and gas production and drilling. Our products include surface and coating materials, water-based hydraulic control fluids and photopolymers. In ~~December 2016, in accordance~~conjunction with the ~~settlement agreement~~sale of these products, we provide extensive technical service and ~~release described below, as amended, we elected~~support when necessary to ~~exercise the alternative settlement mechanism and settled all~~ensure superior performance of their application. While our dynamic chemistries typically represent only a small portion of our ~~obligations with respect~~customers’ costs, we believe that they are critical to our ~~Series B Convertible Preferred Stock~~customers’ manufacturing processes and ~~the related~~overall product performance. Further, operational risks and switching costs make ~~whole payment obligation, as described~~it difficult for our customers to change suppliers and allow us to retain customers and maintain our market positions. The segment employs approximately 4,350 people which operate mainly in the ~~settlement agreement,~~Americas, Asia/Pacific region and Europe.

Agricultural Solutions – Our Agricultural Solutions segment specializes in ~~exchange~~the development, formulation, registration, marketing and distribution of differentiated Crop Protection solutions, including BioSolutions and Seed Treatment, for a ~~cash payment~~variety of ~~$460 million~~crops and applications. Our diverse Crop Protection chemicals control biotic stresses, such as weeds (herbicides), insects (insecticides) and diseases (fungicides). Our portfolio of proven BioSolutions includes BioStimulants, which are derived from natural substances applied to plants, seeds or the ~~issuance~~soil in order to enhance yields and help crops withstand abiotic stress, such as drought or cold, and BioControl products, which perform the same task as conventional Crop Protection products with, in many cases, the added benefit of ~~5,500,000 shares~~reduced chemical residues. Our solutions are offered in multiple forms, such as foliar applications (direct application to leaves), furrow treatment (treatment of ~~our common stock upon conversion of~~soil trenches or grooves wherein seeds are sown) or Seed Treatment (seed coating prior to planting). Our products allow us to partner with growers to address the ~~corresponding shares of Series B Convertible Preferred Stock~~ever-increasing need for higher crop yield and food quality. The segment employs approximately 3,300 people, with a significant presence in ~~accordance with the terms of the certificate of designation of the Series B Convertible Preferred Stock. The remaining shares of Series B Convertible Preferred Stock were subsequently canceled~~high-growth regions such as Africa & Middle East, Asia, Latin America and ~~retired. As of December 31, 2016, none of the shares of Series B Convertible Preferred Stock remain outstanding.~~Central and Eastern Europe.

~~In December 2016,~~ we completed the repricing of $1.35 billion of existing terms loans by entering into Amendment No. 6 to the Amended and Restated Credit Agreement. This amendment provided for the prepayment in full of previously existing USD and EUR term loan tranches, which were not subject to the October 2016 repricing and extension (see below), with the aggregate proceeds of a new $610 million USD term loan tranche and a new EUR term loan tranche in the aggregate principal amount of €700 million. This repricing resulted in a 100 basis point reduction in the interest rate for the new USD term loan tranche and a 125 basis point reduction in the interest rate for the new EUR term loan tranche, and is expected to reduce annual interest payments by approximately $15.0 million. This transaction also shifted $425 million from USD term loans to EUR term loans further complementing Platform’s business profile and optimizing its foreign currency exposure.

~~In October 2016,~~ Our operating segments include significant foreign operations. There are certain risks associated with our foreign operations. See Part I, Item 1A. Risk Factors— "Our substantial international operations subject us to risks not faced by domestic competitors." and "We are exposed to fluctuations in currency exchange rates, which may adversely affect our operating results and may significantly affect the comparability of our results between financial periods."

Proposed Separation of Agricultural Solutions

The Proposed Separation of our Agricultural Solutions and Performance Solutions businesses. We believe this Proposed Separation, which we ~~completed the repricing~~expect to complete in 2018, should maximize long-term value for our stockholders by enabling investors to focus on our specific different and extension of approximately $1.95 billion of existing term loans by entering into Amendment No. 5 to the Amended and Restated Credit Agreement, which, among other things, provided for the prepayment in full of certain previously existing USD term loan tranches with the aggregate proceedsdifferentiated high-quality businesses that serve two distinct segments of the ~~new term loan tranche~~specialty chemicals industry. However, this Proposed Separation, and any related transactions that we may decide to pursue in an aggregate principal amount of $1.48 billion (less original issue discount of 0.5%) and EUR term loan tranche in an aggregate principal amount of €433 million (less original issue discount of 0.25%). The amendment effectively reduced interest rates by 50 basis points for the new U.S. Dollar denominated term loans and by 75 basis points for the new Euro denominated term loans, and is expected to reduce annual interest payments by approximately $11.0 million. Amendment No. 5 also extended maturity from June 7, 2020 to June 7, 2023; provided that if, on or prior to November 2, 2021, we have not prepaid, redeemed or otherwise retired and/or refinanced in full the 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, the maturity dateanticipation of the ~~new term loans will be November 2, 2021.~~

~~In September 2016,~~ ~~we entered into~~Proposed Separation, remain subject to final approval by the Board, as well as a ~~settlement agreement with~~number of conditions and variables, including financial market conditions and volatility, legal, tax or regulatory requirements, the Arysta Seller whereby we agreed that from October 20, 2016 until the close of business on December 15, 2016, we may settle (i) all of our obligations with respect to our shares of Series B Convertible Preferred Stock in exchange for a cash payment of $1.00 and the issuance of 5,500,000 shares of our common stock upon simultaneous conversionestablishment of the ~~Series B Convertible Preferred Stock by~~necessary corporate infrastructure and processes, and/or the ~~Arysta Seller, and (ii) for a payment~~possibility of ~~$460 million, our obligation to pay a “make whole payment” to~~more attractive strategic options arising in the ~~Arysta Seller pursuant to a share purchase agreement among us, the Arysta Seller and certain other parties thereto, dated as of October 20, 2014, as amended.~~

~~In September 2016~~, we completed the September 2016 Equity Offering of 48,787,878 shares of our common stock at a public offering price of $8.25 per share. This number of shares includes 6,363,636 shares sold to the underwriters upon exercise in full of their option to purchase additional shares. The September 2016 Equity Offering resulted in gross proceeds to Platform of approximately $402.5 million, before underwriting discounts and commissions and offering expenses of $11.9 million.

~~In July 2016,~~ we filed with the SEC a shelf registration statement on Form S-3 under which we may issue up to $1.00 billion of securities, including common stock, preferred stock and debt securities. The shelf registration statement was declared effective by the SEC on July 26, 2016.

~~In January 2016~~,we completed the OMG Malaysia Acquisition for approximately $124 million, net of acquired cash and closing working capital adjustments. This acquisition is expected to further enhance our Performance Solutions business segment in which it is included.

As previously disclosed in our 2015 Annual Report, in connection with the implementation of our internal controls, policies and procedures at Arysta, following our acquisition of that business in February 2015, we discovered certain payments made to third-party agents in connection with Arysta’s government tender business in West Africa which may be illegal or otherwise inappropriate. We have engaged outside counsel and an outside accounting firm to conduct an internal investigation to review the legality of these and other payments made in Arysta’s West Africa tender business, including Arysta’s compliance with the FCPA. We contacted the SEC and the U.S. Department of Justice to voluntarily inform them of this matter and fully cooperate with their review of the matter. The SEC has advised that they have closed out the matter, and the U.S. Department of Justice has advised that they have no further requests at this time. Our internal investigation is largely complete. Management does not believe that the amount of the payments in question, or any revenue or operating income related to those payments, are material to our business, results of operations, financial condition or liquidity.future.

Acquisitions

Consistent with our acquisition strategy, ~~to the extent we pursue future acquisitions,~~ we intend to focus primarily on businesses or assets within our existing end-markets with product offerings that provide geographic or product ~~diversification, or expansion~~complementarity. We expect to achieve commercial and distribution efficiencies by expanding into related categories that can be marketed through our existing distribution channels or provide us with new distribution channels for our existing ~~products, thereby increasing marketing and distribution efficiencies.~~products. Furthermore, to the extent we pursue future acquisitions, we expect that acquisition candidates would demonstrate a combination of attractive margins, strong cash flow characteristics, niche leading positions and products that generate recurring revenue. We believe the diversity of the niche-end markets we serve will enable us to continue our growth and maintain strong cash flow generation throughout economic cycles and mitigate the impact of a downturn in any single market. We will only pursue a candidate when it is deemed to be fiscally prudent and that meets our acquisition criteria. We anticipate that any future acquisitions would be financed through a combination of cash on hand, operating cash flow, availability under our Amended and Restated Credit Agreement and/or new debt or equity offerings.

~~2016 Activity~~

~~OMG Malaysia Acquisition~~For further information on our historical Acquisitions, see "Acquisitions" in Item 1. --Business~~On January 31, 2016, the Company completed the OMG Malaysia Acquisition for approximately $124 million, net of acquired cash and closing working capital adjustments. OMG Malaysia is~~ included in ~~our Performance Solutions business segment.~~

~~We financed the OMG Malaysia Acquisition with the proceeds from our June 2015 Equity Offering.~~

~~2015 Activity~~

~~Alent Acquisition~~Part I, Item I of this 2017 Annual Report, and Note 4, -- Acquisitions of BusinessesOn December 1, 2015, we completed the Alent Acquisition by acquiring all the issued shares of Alent for approximately $1.74 billion in cash and 18,419,738 shares of our common stock issued to Alent shareholders, including Cevian Capital II Master Fund LP, the then largest shareholder of Alent. Alent is a global supplier of specialty chemicals and engineered materials used primarily in electronics, automotive and industrial applications, and a supplier of high performance consumable products and services. Alent's business is included in our Performance Solutions business segment.

We financed the Alent Acquisition with (i) available cash on hand, (ii) the proceeds from the November 2015 Notes Offering of $500 million aggregate principal amount of 10.375% USD Notes due 2021, and (iii) additional borrowings of $1.05 billion (less original issue discount of 2%) through the establishment of the Alent U.S. Dollar Tranche B-3 Term Loan, approximately €300 million (less original discount of 2%) through the establishment of the Alent EURO Tranche C-2 Term Loan, and $115 million under our increased U.S. Dollar Revolving Credit Facility.

~~OMG Acquisition~~ -- On October 28, 2015, we completed the OMG Acquisition for a total purchase price of approximately $239 million in cash, net of acquired cash, subject to purchase price adjustments. The acquired OMG Businesses are included in our Performance Solutions business segment. OMG’s Electronic Chemicals business is similar, to the legacy MacDermid electronic chemical and surface treatment businesses, as it develops, produces and supplies chemicals for electronic and industrial applications. OMG’s Photomasks products are used by customers to produce semiconductors and related products.

~~We financed the OMG Acquisition with the proceeds from our June 2015 Equity Offering.~~

~~Arysta Acquisition~~ -- On February 13, 2015, we completed the Arysta Acquisition for approximately $3.50 billion, consisting of $2.86 billion in cash, net of acquired cash and certain post-closing working capital and other adjustments, and the issuance of $600 million of Series B Convertible Preferred Stock. On December 13, 2016, we settled all of our Series B Convertible Preferred Stock obligations under a certain settlement agreement entered into with the Arysta Seller in September 2016. See Note 12, ~~Stockholders' Equity,~~ ~~to our~~ Consolidated Financial Statements included in this ~~2016~~2017 Annual ~~Report~~Report.

Summary of Significant 2017 Activities

~~under~~In April 2017, we completed the ~~heading "Series B Convertible Preferred Stock."~~ ~~The legacy Arysta business is included~~repricing of $1.93 billion of existing term loans through Amendment No. 7 to the Second Amended and Restated Credit Agreement which, among other things, provided for the prepayment in ~~our Agricultural Solutions business segment. Arysta has a solutions-oriented business model which focuses on product innovation to address grower needs, complementing~~full of previously existing term loans denominated in U.S. dollars and in euros with the ~~legacy Agriphar's and CAS businesses. We acquired Arysta to expand our presence~~aggregate proceeds of newly created term loans denominated in the agrochemical business and our offering of products and solutions utilizing globally managed patented and proprietary off-patent agrochemical AIs and BioSolutions, as well as off-patent agrochemical products.

~~We financed the Arysta Acquisition with (i) available cash on hand, (ii) the proceeds from our February 2015 Notes Offering of $1.10 billion~~U.S. dollars in an aggregate principal amount of ~~6.50% USD Notes due 2022~~$1.23 billion and ~~€350 million~~term loans denominated in euros in an aggregate principal amount of ~~6.00% EUR Notes due 2023,~~€650 million. The amendment effectively reduced interest rates by 100 basis points across both the U.S. dollar and ~~(iii) additional borrowings~~euro tranches. In addition, the EURIBOR floor was reduced from 1.00% to 0.75% on the new euro denominated term loans. At the close of ~~$500~~this refinancing, the reduced interest rates were expected to generate annual cash savings of approximately $20.0 million, ~~(less original issue discount~~based on foreign exchange rates then in effect.

In June 2017, MacDermid Printing and E.I. du Pont de Nemours and Company, now known as DowDuPont Inc. ("DuPont"), settled all outstanding litigation between them, as well as MacDermid Printing's lawsuit against Cortron. In connection with this settlement, DuPont made a payment of ~~1%) through the establishment~~$20.0 million to MacDermid Printing, and we recorded a net settlement gain of the Arysta U.S. Dollar Tranche B-2 Term Loan, €83.0 million(less original discount of 2%) through the establishment of the Arysta EURO Tranche C-1 Term Loan, and $160 million under our increased U.S. Dollar Revolving Credit Facility.$10.8 million.

~~2014 Activity~~

~~CAS Acquisition~~ In October 2017-- ~~On November 3, 2014,~~, we completed the ~~CAS Acquisition for $1.04~~repricing of $1.40 billion ~~consisting~~ of $983 million in cash, net of acquired cash and certain post-closing working capital and other adjustments, 2,000,000 shares of our common stock and the assumption of certain liabilities by Platform. Legacy CAS was a niche provider of seed treatments and agrochemical products for a wide variety of crop protection applications in numerous geographies.

~~We financed the CAS Acquisition with a combination of available cash on hand and borrowings under an increase in~~existing term loans of approximately $389 million ($256 million of which is denominated in Euro), $60.0 million under our U.S. Dollar Revolving Credit Facility and €55.0 million ($68.7 million) under our multicurrency Revolving Credit Facility pursuantthrough Amendment No. 8 to ~~our~~the Second Amended and Restated Credit ~~Agreement.~~Agreement which, among other things, provided for the prepayment in full of previously existing term loans denominated in U.S. dollars and in euros with the aggregate proceeds of newly created term loans denominated in U.S. dollars in an aggregate principal amount of $680 million and term loans denominated in euros in an aggregate principal amount of €630 million. This amendment effectively reduced interest rates by 100 basis points across both the U.S. dollar and euro tranches from a combination of reduced spread and reduced EURIBOR floor from 1.00% to 0.75% on the new euro denominated term loans. At the close of this refinancing, the reduced interest rates were expected to generate annual cash savings of approximately $14.0 million, based on foreign exchange rates then in effect.

~~Agriphar Acquisition~~In November 2017 -- , we completed a private offering of $550 million aggregate principal amount of 5.875% USD Notes due 2025. The proceeds from this offering were used to pay the consideration of the below-mentioned cash tender offer and consent solicitation for, as well as redemption of, any and all of our then outstanding 10.375% USD Notes due 2021, plus accrued and unpaid interest on the 10.375% USD Notes due 2021, along with fees and expenses.

In December 2017~~On October 1, 2014,~~, we completed a tack-on private offering of $250 million aggregate principal amount of additional 5.875% USD Notes due 2025. The additional notes have the same terms as, and are fungible and form a single series with, the 5.875% USD Notes due 2025 issued in November 2017. The proceeds from this offering were used to repay a portion of our existing terms loans under our Amended and Restated Credit Agreement. The 5.875% USD Notes Indenture provides that in connection with the satisfaction of certain financial covenants and other conditions, all of the then direct and indirect subsidiaries constituting our Agricultural Solutions business may be designated as unrestricted subsidiaries and, as applicable, released from their guarantees of the 5.875% USD Notes due 2025.

In December 2017, we completed the ~~Agriphar Acquisition~~cash tender offer and consent solicitation for, ~~a purchase price~~as well as the redemption of, ~~approximately €300 million ($370 million), consisting of $350 million in cash, net of acquired cash~~any and ~~certain post-closing working capital and other adjustments, and 711,551 restricted shares~~all of our ~~common stock, which will become unrestricted beginning January 2, 2018, unless agreed otherwise in accordance~~then outstanding 10.375% USD Notes due 2021. The tender offer and consent solicitation, as well as the redemption, were financed with the ~~terms~~proceeds of the ~~acquisition agreement. Legacy Agriphar was a European crop protection group supported by a team~~November offering of ~~researchers and regulatory experts which provided a wide range of fungicides, herbicides and insecticides with end markets primarily across Europe.~~5.875% USD Notes due 2025 described above.

~~We financed the Agriphar Acquisition with proceeds from the Incremental Amendment No. 1 and available cash on hand.~~

~~Our Business~~

Platform, incorporated in Delaware in January 2014, is a global diversified producer of high-technology specialty chemical products. Our chemistry combines a number of ingredients to produce proprietary formulations. We are present in a wide variety of attractive niche markets across multiple industries, including automotive, agricultural, animal health, electronics, graphic arts, and offshore oil and gas production and drilling. We believe that the majority of our operations hold strong positions in the product markets they serve. Our product innovations and product extensions are expected to continue to drive sales growth in both new and existing markets while also expanding margins by continuing to offer high customer value propositions.

We generate revenue through the formulation and sale of our dynamic chemistries and by providing highly technical service to our customers through our extensive global network of specially trained service personnel. Our personnel work closely with our customers to ensure that the intricate chemical composition and function of our products are maintained as intended while ensuring that these products are applied safely and effectively by users globally. For example, a customer in our Performance Solutions segment will engage us to provide a multi-step technological process solution for circuit boards that they are producing for end use in the automotive supply chain. Another example from our Agricultural Solutions segment is our “~~Aplique Bem~~” stewardship program which focuses on teaching growers to apply agrochemicals safely and efficiently. This program started in Brazil in partnership with the Institute of Agriculture, Campinas (IC) and rapidly expanded into Latin America, Africa and Asia. This high quality customer service and stewardship program is also supported by our local technical teams and our local infrastructure, such as our field research stations, enabling the development of unique solutions to unmet grower needs. Our specialty chemicals and processes, together with our field technical and sales staff, are seen as integral to our customer’s product performance.

Utilizing our strong industry insight, process know-how and creative research and development, we also partner with our customers to provide innovative and differentiated solutions that are integral to the functionality of their finished products. We leverage these close customer relationships to execute our growth strategy and identify opportunities for new products. These new products are developed and created by drawing upon our significant intellectual property portfolio and technical expertise. We believe that our customers place significant value on our brands, which we capitalize on through innovation, product leadership and customer service.

~~We manage our business in two reportable segments: Performance Solutions and Agricultural Solutions.~~

~~Performance Solutions~~ – Our Performance Solutions segment formulates and markets dynamic chemistry solutions that are used in electronics, automotive production, offshore oil and gas production and drilling, and commercial packaging and printing. Our products include surface and coating materials, water-based hydraulic control fluids and photopolymers. In conjunction with the sale of these products, we provide extensive technical service and support when necessary to ensure superior performance of their application. While our dynamic chemistries typically represent only a small portion of our customers’ costs, we believe that they are critical to our customers’ manufacturing processes and overall product performance. Further, operational risks and switching costs make it difficult for our customers to change suppliers and allow us to retain customers and maintain our market positions. The regional sales mix in this segment has shifted over the past several years from more industrialized nations towards emerging markets, such as Asia and South America. We employ approximately 4,350 personnel which operate mainly in the Americas, Asia/Pacific region and Europe. In addition, we have 13 manufacturing facilities in Asia and remain focused on further increasing our presence in the region.

~~Agricultural Solutions~~ – Our Agricultural Solutions segment is based on a solutions-oriented business model that focuses on product innovation to address an ever-increasing need for higher crop yield and quality. We offer to growers diverse crop protection solutions from weeds (herbicides), insects (insecticides) and diseases (fungicides), in foliar and seed treatment applications. We also offer a wide variety of proven BioSolutions, including biostimulants, innovative nutrition and biocontrol products. We emphasize farmer economics and food safety by combining, when possible, BioSolutions with crop protection and seed treatment~~agrochemicals. Our Global Value Added Portfolio, or GVAP, consists of agrochemicals in the herbicides, insecticides, fungicides~~

and seed treatment categories, based on patented or proprietary off-patent AIs. Our Global BioSolutions Portfolio, or GBP, includes biostimulants, innovative nutrition and biocontrol products. We consider our GVAP and GBP to be key pillars for our sustainable growth. In addition, we offer regional off-patent AIs and certain non-crop products, including animal health products, such as honey bee protective miticides and certain veterinary vaccines. We employ approximately 3,300 personnel with a significant presence on high-growth regions such as Africa, South Asia, Latin America and Central and Eastern Europe.

~~Our operating segments include significant foreign operations. There are certain risks associated with our foreign operations. See Part I, Item 1A. Risk Factors— "Our substantial international operations subject us to risks not faced by domestic competitors."~~ ~~and "We are exposed to fluctuations in currency exchange rates, which may adversely affect our operating results and may significantly affect the comparability of our results between financial periods~~."

Global Economic and Industry Conditions

Our products are sold in industries that we believe are sensitive to changes in general economic conditions. Accordingly, net sales, gross profit, and financial condition depend significantly on general economic conditions and the impact of these conditions on demand for our dynamic chemistries and services in the markets in which we compete. In particular, weak economic conditions in parts of Asia and South America may have an adverse effect on our results. Our business is also particularly impacted by demand for chemistry products utilized in the automotive, printed circuit board, offshore oil and gas production, commercial packaging, and crop protection industries. Our business may further be influenced by trends in the broader specialty chemical industry. We believe that these industries are cyclical and subject to constant and rapid technological change, product obsolescence, price erosion, evolving standards, finite product life-cycles, raw material price fluctuations and changes in product supply and demand.

Performance Solutions - Our Performance Solutions segment ~~is currently being~~continues to be affected by globalization and a shift in customers’ businesses out of traditional geographic markets and into high-growth, emerging markets. The increased use of electronics, particularly in automotive and industrial applications, is expected to drive the need for new product development and demand for faster electronic processing. Continued growth in the consumption of consumer packaged goods is expected to drive increased demand for liquid plate and other packaging technologies. While demand in offshore oil production has been impacted by global economic activity and geopolitical tensions, ~~driving sustained low oil prices,~~ we believe our business is well positioned to recover as conditions improve.

Net sales in future periods will depend, among other factors, upon a continued general improvement in global economic conditions, our continued ability to meet unscheduled or temporary changes in demand, and our continued ability to penetrate new markets with strategic product initiatives in specific targeted markets.

Agricultural Solutions - Our Agricultural Solutions segment is supported by strong global fundamentals that create a critical need to increase crop yields. These include the need to feed a growing population with limited land and competition from biofuels, in addition to a change in dietary standards in emerging markets. These needs are met through the use of agrochemicals, including ~~seed treatment,~~Seed Treatment, to protect the crop, and BioSolutions offerings (especially ~~biostimulants~~BioStimulants and ~~innovative nutrition)~~Innovative Nutrition), among other technologies, for crop enhancement. The expansion of the middle class is a particularly strong catalyst for growth, particularly in Brazil, China, India, Russia and South Africa. In addition, demand growth combined with rapid urbanization has led to a continual decrease in land available per capita for production. This creates strong incentives for farmers to invest in high technology inputs (agrochemicals, seed) and equipment to maximize yields, increase productivity and protect harvests.

Despite improving macro trends for the industry, net sales in future periods can depend, among other factors, on general economic conditions, commodity prices, foreign exchange volatility, climate conditions and the development of new technologies, such as genetically modified (GM) seeds, that can partially substitute the need for agrochemicals. Disruptions in the Agrochemicals market may create additional opportunities for high value, niche applications that many of our products provide.

Foreign Currency Exposure

~~For the year ended December 31,~~During 2017, 2016 and 2015, approximately 83%, 80% and 81%, respectively, of our net sales originated outside of the United States and were denominated in numerous currencies, including the ~~Euro,~~euro, Brazilian Real, Chinese Yuan, ~~Japanese Yen and~~ British Pound ~~Sterling. For the years ended December 31, 2015~~Sterling, and ~~2014, approximately 81% and 74% of our net sales, respectively, originated outside of the United States.~~Japanese Yen. Therefore, changes in foreign exchange rates in any given reporting period may positively or negatively impact our financial performance. During 2017, foreign exchange translation positively impacted net sales performance by approximately 1%.

~~Our~~In addition, our foreign subsidiaries are subject to foreign currency risk relating to receipts from customers, payments to suppliers, and intercompany transactions that are not in their functional currency, which is typically their local currency. As a result, our foreign subsidiaries enter into foreign exchange hedges from time to time and on an on-going basis to protect against transaction exposures. We actively assess our hedging programs in order to mitigate foreign exchange risk exposures. This includes programs to hedge our foreign currency denominated balance sheet exposures as well as foreign currency anticipated cash flows. Periodically, we also enter into deal specific foreign exchange hedges to mitigate our acquisition-related foreign exchange exposure. ~~For example,~~

Critical Accounting Estimates

The preparation of financial statements in ~~connection~~conformity with GAAP requires management to make estimates and judgments regarding uncertainties, and as a result, may significantly impact our financial results. We base our estimates and judgments on historical experience, current conditions as well as other reasonable factors and assumptions. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. Actual results may differ from these estimates and assumptions and could be material to our financial statements.

We consider the accounting estimates discussed below to be critical to the understanding of our financial statements and involve difficult, subjective or complex judgments that could potentially affect reported results. See Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included in this 2017 Annual Report for a detailed discussion of the application of these and other accounting policies.

Revenue Recognition

We recognize revenue either upon shipment or delivery of product depending on when it is reasonably assured that both title and the risks and rewards of ownership have been passed on to our customer. Estimates for sales rebates, incentives and discounts as well as sales returns and allowances, are accounted for as a reduction of revenue when the earnings process is complete. Sales rebates, incentives and discounts are typically earned by customers based on annual sales volume targets, which vary by each of our segments. We record an estimate for these accruals based on contract terms and our historical experience with similar programs. We record an estimate for future expected sales returns based on historical experience with product returns; however, additional allowances may be required if the historical data we use to calculate these estimates does not approximate future sales returns. Differences between estimated expense and actual costs are normally immaterial and are recognized in earnings in the period such differences are determined.

On a limited and discretionary basis, we allow certain distributors within the Agricultural Solutions segment extensions of credit on a portion of our sales to them during a purchasing cycle, which remain in the distributor’s inventory. The extension of credit is not a right to return, and distributors must pay unconditionally when the extended credit period expires.

Receivables and Allowance for Doubtful Accounts

We determine our allowance for doubtful accounts using a combination of factors to reduce our trade receivable balances to their estimated net realizable amount. We maintain an allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, macroeconomic trends and conditions, significant one-time events, historical experience and the financial condition of customers. In addition, we record a specific reserve for individual accounts when we become aware of specific customer circumstances, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. The past due or delinquency status of a receivable is based on the contractual payment terms of the receivable. If circumstances related to the specific customer change, we adjust estimates of the recoverability of receivables as appropriate. Credit risk with respect to accounts receivable is generally diversified due to the large number of entities comprising our customer base and their dispersion across many different geographical regions. We perform ongoing credit evaluations of the financial condition of our third-party distributors and other customers and require collateral, such as letters of credit and bank guarantees, in certain circumstances. At December 31, 2017 and 2016, we did not believe that we had any significant concentrations of credit risk that could materially impact our results of operations.

Inventories

Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in/first-out and average costs methods. Inventories in excess of one year of forecasted sales are classified in the Consolidated Balance Sheets as non-current "Other assets." We regularly review inventories for obsolescence and excess quantities and calculate reserves based on historical write-offs, customer demand, product evolution, usage rates and quantities of stock on hand. Additional obsolescence reserves may be required if actual sales are less favorable than those projected.

Business Combinations

Purchase price allocations of acquisitions to tangible and intangible assets acquired, liabilities assumed, and noncontrolling interests in the acquiree are based on estimated fair value at the acquisition date. The excess of the acquisition price over those estimated fair values is recorded as goodwill. Changes to the acquisition date provisional fair values prior to the end of the measurement period, are recorded as an adjustment to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, are recognized separately from the business combination and are expensed as incurred.

Goodwill

Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or when events or changes in circumstances indicate that goodwill might be impaired. Our six reporting units are determined based upon our organizational structure in place at the date of the goodwill impairment test. During the fourth quarter of 2017, we elected to early adopt ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” which eliminates "Step 2" from the goodwill impairment test, but still requires us to perform "Step 1" of impairment testing. In the first step of impairment testing, the fair value of each reporting unit is compared to its carrying value. The fair value of each reporting unit is determined based on the present value of discounted future cash flows. The discounted cash flows are prepared based upon cash flows at the reporting unit level. The cash flow model involves significant judgments related to future growth rates, discount rates and tax rates, among other considerations from the vantage point of a market participant.

The primary components of and assumptions used in the assessment consist of the following:

Valuation Techniques - we use a discounted cash flow analysis, which requires assumptions about short and long-term net cash flows, growth rates, as well as discount rates. Additionally, we consider guideline company and guideline transaction information, where available, to aid in the valuation of the reporting units.

Growth Assumptions - Multi-year financial forecasts are developed for each reporting unit by considering several key business drivers such as new business initiatives, client service and retention standards, market share changes, historical performance, and industry and economic trends, among other considerations. We typically forecast revenue and the resulting cash flows for periods of five to seven years and include an estimated terminal growth rate at the end of the forecasted period.

Discount Rate Assumptions - Discount rates are estimated based on the WACC, which combines the required return on equity and considers the risk-free interest rate, market risk premium, small stock risk premium and a company specific risk premium, with the ~~Alent Acquisition,~~cost of debt, based on BBB-rated corporate bonds, adjusted using an income tax factor.

Estimated Fair Value and Sensitivities - The estimated fair value of each reporting unit is derived from the valuation techniques described above. The estimated fair value of each reporting unit is analyzed in relation to numerous market and historical factors, including current economic and market conditions, company-specific growth opportunities, and guideline company information.

If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and no further testing is required. Beginning with the 2017 goodwill impairment test, subsequent to the early adoption of the new guidance, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the goodwill impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. For the 2016 goodwill impairment test, prior to the early adoption of the new guidance, if the carrying value of the net assets assigned to the reporting unit exceeded the fair value of the reporting unit, the second step of the impairment test was performed to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeded its implied fair value, an impairment charge was recorded equal to the difference.

During the fourth quarter of 2017, we ~~entered into a zero-cost, deal-contingent forward purchase contract which we supplemented~~performed our annual goodwill impairment test and determined that the carrying value of the Agro Business reporting unit within our Agricultural Solutions segment exceeded its fair value by $160 million. An impairment charge equal to this amount was recorded in the Statement of Operations for 2017, with a ~~series~~corresponding benefit of ~~foreign currency call~~$7.4 million attributable to non-controlling interest holders. This impairment charge was driven primarily by a reduction in the estimated fair

value of this reporting unit based on the impact of a delayed agricultural market recovery which resulted in lower expectations for future revenue, profitability and ~~put options,~~cash flows as compared to the expectations at the time of of the 2016 annual goodwill impairment test. Future impairments of this reporting unit may occur if the business continues to experience a delayed agricultural market recovery or macroeconomic conditions result in an increase in the WACC used to estimate fair value.

In addition, we determined that the excess of the fair values of the Graphics and Offshore Solutions reporting units within our Performance Solutions segment exceeded their carrying values by approximately 20% and less than 5%, respectively, in 2017. Goodwill assigned to the Graphics and Offshore Solutions reporting units totaled $223 million and $281 million, respectively, as of the assessment date. The estimated fair value of these reporting units are highly sensitive to changes in these estimates and assumptions; therefore, in some instances, changes in these assumptions may impact whether the fair value of a reporting unit is greater than its carrying value. We performed sensitivity analysis around these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values. Based on a sensitivity analysis performed for the Graphics Solutions reporting unit, a 100 basis point increase in the WACC or 100 basis decrease in the terminal growth rate, without any other changes to the valuation, would not result in the carrying value being greater than the fair value. The fair value of the Offshore Solutions reporting unit continues to remain slightly above to its carrying value following the impairment charge of $46.6 million recorded in conjunction with the annual goodwill impairment test performed in 2016. As a result, a 100 basis point increase in the WACC or 100 basis decrease in the terminal growth rate, without any other changes to the valuation, would result in the carrying value being greater than the fair value. Future impairments of these reporting units may occur if the businesses does not achieve its expected cash flows or macroeconomic conditions result in an increase in the WACC used to estimate fair value.

In 2017, we also determined that the fair values of the Surface Chemistries and Assembly Solutions reporting units within our Performance Solutions segment and the Agricultural Animal Health reporting unit within our Agricultural Solutions segment were each significantly in excess of their respective carrying values.

As noted above, a goodwill impairment charge totaling $46.6 million was recorded during 2016, related to Performance Solutions' Offshore Solutions reporting unit. This impairment charge was the result of previously weak oil prices. We experienced the impact on our results, which slightly lagged the overall industry, as this ultimately caused the industry to depress its overall investments. The fair value was determined using a combination of an income approach derived from a discounted cash flow model as well as market multiples. No impairments of goodwill were identified during the 2015.

See Note 8, Goodwill and Intangible Assets, to the Consolidated Financial Statements included in this 2017 Annual Report for additional information.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets are reviewed for potential impairment on an annual basis, in the fourth quarter, or more frequently when events or circumstances indicate that such assets may be impaired, by comparing their estimated fair values to their carrying values. An impairment charge is recognized when the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value. We use the “relief from royalty” method to estimate the fair value of trade name intangible assets for impairment. The primary assumptions used to estimate the present value of cash flows from such assets include sales projections and growth rates being applied to a prevailing market-based royalty rate, the effects of which ~~synthetically created~~are then tax effected, and discounted using the WACC from the vantage point of a ~~forward purchase contract.~~market participant. Assumptions concerning sales projections are impacted by the uncertain nature of global and local economic conditions in the various markets we serve.

No impairments of indefinite-lived intangible assets were identified during 2017, 2016 and 2015.

Long-Lived Assets Including Finite-Lived Intangible Assets

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which currently range from 8 to 30 years for customer lists, 5 to 14 years for developed technology, 5 to 20 years for trade names, and up to 5 years for non-compete agreements. If circumstances require a long-lived asset group to be tested for possible impairment, we first determine whether the estimated undiscounted pre-tax future cash flows expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment is identified, the carrying value of the asset is reduced to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values.

No impairments of long-lived assets, including finite-lived intangible assets, were identified during 2017, 2016 and 2015.

Employee Benefits and Pension Obligations

Amounts recognized in our audited Consolidated Financial Statements related to pension and other post-retirement benefits are determined from actuarial valuations. Inherent in such valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could be settled, rates of increase in future compensation levels, and mortality rates. These assumptions are updated annually and are disclosed in Note 10, Pension, Post-Retirement and Post-Employment Plans, to the Consolidated Financial Statements included in this 2017 Annual Report. In accordance with GAAP, actual results that differ from the assumptions are accumulated in other comprehensive income and amortized over future periods and, therefore, affect expense recognized.

We consider a number of factors in determining and selecting assumptions for the overall expected long-term rate of return on plan assets. We consider the historical long-term return experience of our assets, the current and expected allocation of our plan assets, and expected long-term rates of return. We derive these expected long-term rates of return with the assistance of our investment advisors. We base our expected allocation of plan assets on a diversified portfolio consisting of domestic and international equity securities, fixed income, real estate and alternative asset classes. The measurement date used to determine pension and other post-retirement benefits is December 31, at which time the minimum contribution level for the following year is determined.

With respect to U.S. plans, our investment policies incorporate an asset allocation strategy that emphasizes the long-term growth of capital and acceptable asset volatility as long as it is consistent with the volatility of the relevant market indexes. The investment policies attempt to achieve a mix of approximately 50% of plan investments for long-term growth, 49% for liability-matching assets and 1% for near-term benefit payments. We believe this strategy is consistent with the long-term nature of plan liabilities and ultimate cash needs of the plans. Plan assets consist primarily of corporate bond mutual funds, limited partnership interests, listed stocks and cash. The corporate bond mutual funds held by the pension plan include primarily corporate bonds from companies from diversified industries located in the United States. The listed stocks are investments in large-cap and mid-cap companies located in the United States. The assets from the limited partnership investments primarily include listed stocks located in the United States. The weighted average asset allocation of the Pension Plan was 49% fixed income mutual fund holdings, 27% equity securities, 19% limited partnership interests and managed equity funds, 4% collective investment funds and 1% cash at December 31, 2017. ROA assumptions are determined annually based on a review of the asset mix as well as individual ROA performances, benchmarked against indexes such as the S&P 500 Index and the Russell 2000 Index. In determining an assumed rate of return on plan assets, we consider past performance and economic forecasts for the types of investments held by the Pension Plan. The asset allocation strategy and ROA assumptions for the non-U.S. plans are determined based on similar set of criteria adapted for local investments, inflation rates and in certain cases specific government requirements.

Stock-based Compensation

We expense employee stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The fair value of RSU awards is determined using Monte Carlo simulations for market-based RSU awards, and the closing price of our common stock on the date of grant for all other RSU awards. The fair value of stock options is determined using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent our best estimates and involve inherent uncertainties and the application of judgment. Inputs in the model include assumptions related to stock price volatility, award terms, and judgments as to whether performance targets will be achieved.

Compensation costs for RSU awards reflects the number of awards expected to vest and is ultimately adjusted in future periods to reflect the actual number of vested awards. Compensation costs for awards with performance conditions are only recognized if and when it becomes probable that the performance condition will be achieved. The probability of vesting is reassessed at the end of each reporting period and the compensation costs are adjusted accordingly, with the cumulative effect of such a change on current and prior periods being recognized in compensation cost in the period of the change. Compensation costs for stock options and market-based RSU awards are recorded ratably over the vesting term of the options, effected for forfeitures as they occur.

Environmental Matters

We accrue for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in “Accrued expenses and other current liabilities” and “Other liabilities” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as “Other current assets" and "Other assets."

We capitalize environmental costs in instances where the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement basis and the tax bases of assets, liabilities, net operating losses and tax credit carryforwards. A valuation allowance is required to be recognized to reduce the recorded deferred tax asset to the amount that will more likely than not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income by jurisdiction during the periods in which those temporary differences become deductible or when carryforwards can be utilized. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in this assessment. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Considering that the TCJA was enacted on December 22, 2017, the effect would normally be required to be recognized in the fourth quarter of 2017. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to address the application of GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA.

In particular, SAB 118 clarifies that the impact of the TCJA must be accounted for and reported in one of three ways: (1) by reflecting the tax effects of the TCJA for which the accounting is complete; (2) by reporting provisional amounts for those specific income tax effects of the TCJA for which the accounting is incomplete but a reasonable estimate can be determined, with such provisional amounts (or adjustments to provisional amounts) identified in the measurement period, as defined therein, being included as an adjustment to tax expense in the period the amounts are determined; or (3) where the income tax effects cannot be reasonably estimated, no provisional amounts should be reported and the registrant should continue to apply the accounting standard for income taxes based on the provisions of the tax laws that were in effect immediately prior to the enactment of the TCJA. SAB 118 allows companies to record provisional amounts during a one year measurement period.

We are subject to income taxes in the United States and in various states and foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. The first step in evaluating the tax position for recognition is to determine the amount of evidence that supports a favorable conclusion for the tax position upon audit. In order to recognize the tax position, we must determine whether it is more likely than not that the position is sustainable. The final evaluation step is to measure the tax benefit as the largest amount that has a more than 50% chance of being realized upon final settlement. Although we believe that the positions taken on income tax matters are reasonable, we establish tax reserves in recognition that various taxing authorities may challenge certain of those positions taken, potentially resulting in additional tax liabilities.

Recent Accounting Pronouncements

A summary of recent accounting pronouncements is included in Note 3, Recent Accounting Pronouncements, to the Consolidated Financial Statements included in this 2017 Annual Report.

Results of Operations

The following table summarizes our results of operations for ~~the years ended December 31,~~2017, 2016 ~~2015~~ and ~~2014:~~2015:


	Year Ended December 31,															% Change - 2017 vs 2016						% Change - 2016 vs 2015
(amounts in millions)	2016			2015			2014
($ amounts in millions)										2017			2016			Reported	Constant Currency	Organic	2015			Reported	Constant Currency	Organic
Net sales	$	3,585.9		$	2,542.3		$	843.2		$	3,775.9		$	3,585.9		5%	4%	4%	$	2,542.3		41%	43%	2%
Cost of sales	2,078.2			1,550.4			446.6			2,186.9			2,078.2			5%	4%		1,550.4			34%	36%
Gross profit	1,507.7			991.9			396.6			1,589.0			1,507.7			5%	5%		991.9			52%	55%
Selling, technical, general and administrative	1,123.3			857.5			360.9			1,109.3			1,123.3			(1)%	(2)%		857.5			31%	33%
Research and development	84.4			62.8			26.2			98.4			84.4			17%	15%		62.8			34%	35%
Goodwill impairment	46.6			—			—			160.0			46.6			(nm)	(nm)		—			(nm)	(nm)
Operating profit	253.4			71.6			9.5			221.3			253.4			(13)%	(9)%		71.6			(nm)	(nm)
Interest expense, net	(375.7		)	(213.9		)	(37.9		)	(341.6		)	(375.7		)	(9)%			(213.9		)	76%
Other income (expense)	74.2			(87.0		)	(2.5		)
Income tax (expense) benefit	(28.6		)	(75.1		)	6.7
Other (expense) income, net										(168.7		)	74.2			(nm)			(87.0		)	(nm)
Loss before income taxes and non-controlling interest										(289.0		)	(48.1		)	(nm)			(229.3		)	(79)%
Income tax expense										(6.6		)	(28.6		)	(77)%			(75.1		)	(62)%
Net loss	$	(76.7	)	$	(304.4	)	$	(24.2	)	$	(295.6	)	$	(76.7	)	(nm)			$	(304.4	)	(75)%

Adjusted EBITDA ⁽¹⁾										$	820.9		$	769.5		7%	7%		$	567.7		36%	38%

~~In addition, other comprehensive income~~^(nm) Calculation not meaningful.

⁽¹⁾Adjusted EBITDA is a non-GAAP financial measure and as such, should not be considered in isolation from, as a substitute for, or superior to performance measures calculated in accordance with GAAP. For a definition of Adjusted EBITDA and additional information on why we present this measure, its limitations and a reconciliation to the ~~year ended December 31, 2016 of $214 million improved from 2015 by $1.01 billion driven primarily by favorable effects from changes~~most comparable applicable GAAP measure, see "—Non-GAAP Financial Measures" below, and Note 23, Segment Information, to the Consolidated Financial Statements, all included in foreign currency translation associated with the Brazilian Real, British Pound and Japanese Yen, partially offset by adverse effects associated with changes in the Mexican Peso and Chinese Yuan. Other comprehensive loss for the year ended December 31, 2015 of $796 million increased from 2014 by $657 million driven primarily by adverse effects from changes in foreign currency translation associated with the Brazilian Real, Euro and Chinese Yuan, partially offset by favorable effects associated with changes in the British Pound Sterling.this 2017 Annual Report.

~~The following table summarizes our results of operations for the years ended December 31, 2016, 2015 and 2014 by reportable segment:~~

Year Ended December 31,
(amounts in millions) 2016 2015 2014
Performance Solutions
Net sales $ 1,770.1
$ 800.8
$ 755.2
Cost of sales 993.3
412.8
369.8
Gross profit 776.8
387.9
385.4
Selling, technical, general and administrative 504.3
242.6
237.9
Research and development 45.0
25.4
24.1
Goodwill impairment 46.6
—
—
Operating profit $ 180.9
$ 119.9
$ 123.4

Agricultural Solutions
Net sales $ 1,815.8
$ 1,741.5
$ 88.0
Cost of sales 1,085.4
1,137.1
76.8
Gross profit 730.4
604.5
11.2
Selling, technical, general and administrative 518.1
488.5
31.5
Research and development 39.4
37.4
2.1
Operating profit $ 172.9
$ 78.6
$ (22.4 )

Non-GAAP Financial Measures

InTo supplement our financial results presented in accordance with GAAP in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we ~~use~~present certain non-GAAP financial ~~operating~~ measures, including adjusted net sales change, adjusted cost of sales change, adjusted gross profit change, adjusted selling, technical, general and administrative expense change, adjusted research and development expense change, and adjusted operating profit change, in each case adjusted to exclude the results of acquisitions, which lack year-over-year comparability due to the dates when they were acquired, and to eliminate the effects of translating results of our international locations into U.S. dollars. We have included each of these non-GAAP measures in order to provide additional information regarding our underlyingsuch as Adjusted EBITDA, operating results and comparable year-over-year performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. In discussing our historical and expected future results and financial condition, we believe it is meaningful for investors to be made aware of, and to be assisted in a better understanding of, on a ~~period-to-period comparable~~constant currency basis ~~financial amounts both including~~ and excluding these identified items, as well as the impact of exchange rate fluctuations, on our operating results and financial conditions. We believe such additional non-GAAP information provides investors with an overall perspective of the period-to-period performance of our business. In addition, managementorganic sales growth. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends, and expected future performance with respect to our business. ~~However, investors should not consider~~We believe these non-GAAP financial measures, which are each further described below, provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis. We also believe that investors find this information helpful in understanding the ongoing performance of our operations separate from items that may have a disproportionate positive or negative impact on our financial results in any particular period or are considered to be costs associated with our capital structure.

These non-GAAP financial measures, however, have limitations as analytical tools, and should not be considered in isolation from, or a substitute for, or superior to, the related financial information that we report in accordance with GAAP. ~~These~~The principal limitations of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements, and may ~~also~~ not be comparable to similarly titled measures ~~used~~of other companies due to potential differences in the method of calculation between companies. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by ~~other companies.~~management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this 2017 Annual Report, and not to rely on any single financial measure to evaluate the Company’s businesses.

Adjusted EBITDA

We define Adjusted EBITDA as EBITDA (earnings before interest, provision for income taxes, depreciation and amortization), excluding the impact of additional items included in earnings, which we believe are not representative or indicative of our ongoing business or are considered to be part of our capital structure. Management believes Adjusted EBITDA provides investors with a

more complete understanding of the long-term profitability trends of our business, and facilitates comparisons of our profitability to prior and future periods.

For a reconciliation of "Net loss attributable to common stockholders" to Adjusted EBITDA and more information about the adjustments made, see Note 23, Segment Information, to the Consolidated Financial Statements included in this 2017 Annual Report.

Constant Currency

We disclose operating results from net sales through operating profit on a constant currency basis by adjusting to exclude the impact of changes due to the translation of foreign currencies of our international locations into U.S. dollars. Management believes this non-GAAP financial information facilitates period-to-period comparison in the analysis of trends in business performance, thereby providing valuable supplemental information regarding our results of operations, consistent with how we internally evaluate our financial results.

The impact of foreign currency translation is calculated by converting our current-period local currency financial results into U.S. dollars using the prior period's exchange rates and comparing these adjusted amounts to our prior period reported results. The difference between actual growth rates and constant currency growth rates represents the impact of foreign currency translation.

Organic Results

Organic sales growth is defined as net sales excluding the impact of foreign currency translation, changes due to the price of certain metals, acquisitions and/or divestitures. Management believes this non-GAAP financial measure provides investors with a more complete understanding of the underlying net sales trends by providing comparable sales over differing periods on a consistent basis.

The following tables reconcile GAAP net sales growth to organic sales growth for 2017 and 2016:



	Year ended December 31, 2017
	Reported Net Sales Growth	Impact of Currency	Metals	Acquisitions/Disposition	Organic Sales Growth
Performance Solutions	6%	—%	(1)%	—%	4%
Agricultural Solutions	4%	(2)%	—%	—%	3%
Total	5%	(1)%	(1)%	—%	4%



	Year ended December 31, 2016
	Reported Net Sales Growth	Impact of Currency	Metals	Acquisitions/Disposition	Organic Sales Growth
Performance Solutions	121%	2%	(2)%	(120)%	1%
Agricultural Solutions	4%	2%	—%	(3)%	3%
Total	41%	2%	—%	(40)%	2%

NOTE: Totals may not sum due to rounding.

For 2017, metals pricing and acquisitions benefited our Performance Solutions and consolidated results by $23.6 million and $2.8 million, respectively.

For 2016, metals pricing and acquisitions benefited our Performance Solutions and consolidated results by $12.6 million and $965 million, respectively. Additionally, Agricultural Solutions and our consolidated results benefited from acquisitions and dispositions by $87.5 million and $32.1 million, respectively.

When comparing 2016 and 2015, we also presented gross profit, selling, technical, general and administrative expense, research and development expense, and operating profit on an organic basis. These results excluded the impact of foreign currency translation and were adjusted for the impact of the Alent and OMG Acquisitions in 2016 in Performance Solutions and for the impact of the Arysta Acquisition, completed in February 2015, as well as a divestiture completed in 2015, in Agricultural Solutions.

Year Ended December 31, ~~2016~~2017 Compared to the Year Ended December 31, ~~2015~~2016

~~As noted under~~ ~~Non-GAAP Financial Measures~~ ~~above~~, we present our adjusted results to exclude the impact of acquisitions which lack year-over-year comparability. For the years ended December 31, 2016 and 2015, we adjusted to exclude the results of the OMG Malaysia, Alent, and OMG Acquisitions within the Performance Solutions segment. However, with respect to the Arysta Acquisition within the Agricultural Solutions segment, which occurred in February 2015, we have made no adjustment to exclude Arysta's results since year-over-year comparability was only impacted by approximately 1.5 months, but rather we considered its impact within our discussion of results, as appropriate. The acquisition-related adjustments were as follows:

Year Ended December 31, Acquisitions
(amounts in millions) 2016 2015 Net impact
Net sales $ 1,086.0
$ 91.5
$ 994.5
Cost of sales 674.0
73.6
600.4
Gross profit 412.0
17.9
394.1
Selling, technical, general and administrative 266.5
27.0
239.5
Research and development 25.3
2.8
22.5
Operating profit (loss) 120.2
(11.9 ) 132.1

The adjustments for changes in foreign currency translations consisted of converting our current-period local currency financial results into U.S. Dollars using prior year's exchange rates and comparing these adjusted amounts to our prior years reported results. Our current year acquisition-adjusted activities were effected primarily by weaker British Pound Sterling, Mexican Peso, South African Rand, as well as, Mozambique New Metical, which itself depreciated over 50% during 2016. These impacts were partially offset by a significantly stronger Japanese Yen and Brazilian Real during 2016.

Net Sales

Year Ended December 31,
(amounts in millions) 2016 2015
Net sales $ 3,585.9
$ 2,542.3



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency	Organic
Performance Solutions	$	1,878.6	$	1,770.1	6%	6%	4%
Agricultural Solutions	1,897.3		1,815.8		4%	3%	3%
Total	$	3,775.9	$	3,585.9	5%	4%	4%

~~Net~~Performance Solutions' net sales for ~~the year ended December 31, 2016 totaled $3.59 billion, representing~~2017 increased by 6% (6% on a constant currency and 4% on an ~~increase~~organic basis). Organic sales growth was driven primarily by strength in our Assembly and Industrial Solutions businesses, which contributed approximately 3% and 2% of ~~$1.04 billion, or 41%, as compared~~growth to the ~~year ended December 31, 2015.~~segment, respectively. Organic sales growth in Assembly Solutions reflected higher sales volume across several product lines, including solder paste. Our Industrial Solutions’ organic sales growth was driven by higher sales volume across all regions, most notably in Europe and Asia. In addition, organic sales growth in our Electronics Solutions business contributed approximately 1% of growth to the segment, driven primarily by strong performance in the Asian smart phone and memory disk markets. Organic sales growth was partially offset by continued volume declines of flexographic printing plates within our Graphics Solutions business, which reduced organic segment sales growth by approximately 1%.

Agricultural Solutions' net sales for 2017 increased by 4% (3% on a constant currency and organic basis). The organic sales increase was driven by a combination of our successful geographic expansion into various European markets, most notably in parts of Eastern Europe, Germany and UK, as well as continued volume growth, notably from our BioSolutions portfolio, and new product introductions across Europe and parts of Asia and Latin America, particularly in Japan, Brazil, Mexico and China. These gains were partially offset by declines resulting from changes in our West Africa selling strategies, pricing pressure on certain products, mostly impacting Latin America and the U.S., and lower volumes in southern Asia and North America.

Gross Profit

Year Ended December 31, 2016
(amounts in millions) $ Change % Change
Total change $ 1,043.6
41.0 %
- Acquisitions (994.5 ) (39.1 )%
- Foreign Currency Translation 53.9
2.1 %
Change, adjusted for acquisitions and foreign currency translation $ 103.0
4.1 %



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
Gross profit
Performance Solutions	$	813.8	$	776.8	5%	5%
Agricultural Solutions	775.2		730.9		6%	5%
Total	$	1,589.0	$	1,507.7	5%	5%

Gross margin
Performance Solutions	43.3%		43.9%		(57) bps	(49) bps
Agricultural Solutions	40.9%		40.3%		61 bps	95 bps
Total	42.1%		42.0%		4 bps	24 bps

~~For the year ended December 31, 2016, adjusted~~Performance Solutions' gross profit for ~~acquisitions~~2017 increased by 5% on a reported and ~~foreign~~constant currency ~~translation,~~basis. The constant currency increase in gross profit was primarily driven by higher net sales volume in our Assembly and Industrial Solutions businesses and $11.7 million in inventory step-up amortization in the prior year which did not recur in 2017. The increase was partially offset by higher raw material costs in our Graphics business and metals prices across our businesses. Gross margin erosion was primarily driven by declines in our Graphics Solutions business, as well as product mix and higher raw material and metals costs in our Assembly Solutions business.

Agricultural Solutions' gross profit for 2017 increased by ~~$103 million, or 4.1%~~6% (5% at constant currency). The constant currency increase was largely a result of overall top line growth, particularly in the fourth quarter, an increased focus on selling higher-margin products, notably from our BioSolutions portfolio, in Europe, Latin America and North America, a change in our selling strategy of certain lower-margin businesses in West Africa, as well as new geographic expansions, primarily in Europe. Gross margin expansion was largely the result of higher-margin new product introductions, particularly in Latin America and North America, and cost savings associated with sourcing raw materials, partially offset by the pricing pressures in Latin America and the U.S.

Selling, Technical, General and Administrative Expense (STG&A)

Year ended December 31,
(amounts in millions) 2016 2015
Performance Solutions
Net sales $ 1,770.1
$ 800.8
- acquisitions (1,086.0 ) (91.5 )
- foreign currency translation 18.3
—
Net sales, adjusted for acquisitions and foreign exchange $ 702.4
$ 709.3

Agricultural Solutions
Net sales $ 1,815.8
$ 1,741.5
- foreign currency translation 35.6
—
Net sales, adjusted for foreign exchange $ 1,851.4
$ 1,741.5



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
STG&A
Performance Solutions	$	504.1	$	504.3	—%	—%
Agricultural Solutions	525.3		518.1		1%	(1)%
Corporate	79.9		100.9		(21)%	(21)%
Total	$	1,109.3	$	1,123.3	(1)%	(2)%

STG&A as % of net sales
Performance Solutions	26.8%		28.5%		(165) bps	(169) bps
Agricultural Solutions	27.7%		28.5%		(85) bps	(103) bps
Total	29.4%		31.3%		(195) bps	(204) bps

Performance Solutions' STG&A for 2017 was flat on a reported and constant currency basis, as operating cost inflation was essentially offset by realized cost savings from integration activities and lower bad debt expense.

Agricultural Solutions' STG&A for 2017 increased by 1% (decreased by 1% at constant currency). The constant currency decrease was primarily due to cost reduction initiatives in Europe and Latin America, offset by higher costs associated with non-recourse factoring programs, costs associated with the termination of a supply agreement related to the CAS Acquisition, and costs associated with expansion of certain European markets.

Corporate STG&A for 2017 decreased by 21% on a reported and constant currency basis. The decrease was primarily due to lower acquisition and integration costs associated with previous Acquisitions, and legal expenses which did not recur in 2017, partially offset by costs associated with the Proposed Separation of our Agricultural Solutions business.

Research and Development (R&D)



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
R&D
Performance Solutions	$	46.4	$	45.0	3%	4%
Agricultural Solutions	52.0		39.4		32%	28%
Total	$	98.4	$	84.4	17%	15%

R&D as % of net sales
Performance Solutions	2.5%		2.5%		(7) bps	(5) bps
Agricultural Solutions	2.7%		2.2%		57 bps	53 bps
Total	2.6%		2.4%		25 bps	24 bps

Performance Solutions' R&D for 2017 increased by 3% (4% at constant currency) due to timing of various projects.

Agricultural Solutions' R&D for 2017 increased by 32% (28% at constant currency), driven primarily by investments in new development projects aimed at enhancing our product portfolio in targeted areas of focus.

Goodwill impairment



	Year Ended December 31,
($ amounts in millions)	2017		2016
Goodwill impairment
Performance Solutions	$	—	$	46.6
Agricultural Solutions	160.0		—
Total	$	160.0	$	46.6

As a result of our annual goodwill impairment test in 2017, we recorded an impairment charge in the Agricultural Solutions segment of $160 million related to our Agro Business reporting unit. This charge was driven by the impact of a delayed agricultural market recovery, which resulted in lower expectations for future profitability and cash flows as compared to the expectations of the 2016 annual goodwill impairment test.

As a result of our annual goodwill impairment test in 2016, we recorded an impairment charge in the Performance Solutions segment of $46.6 million related to the Offshore Solutions reporting unit as a result of previously weak oil prices.

Operating Profit



	Year ended December 31,						Change
($ amounts in millions)	2017			2016			Reported	Constant Currency
Operating profit
Performance Solutions	$	263.2		$	180.9		45%	46%
Agricultural Solutions	38.0			173.4			(78)%	(74)%
Corporate	(79.9		)	(100.9		)	(21)%	(21)%
Total	$	221.3		$	253.4		(13)%	(9)%

Operating Margin
Performance Solutions	14.0%			10.2%			379 bps	389 bps
Agricultural Solutions	2.0%			9.5%			(755) bps	(711) bps
Total	5.9%			7.1%			(121) bps	(94) bps

Performance Solutions' operating profit for 2017 increased by 45% (46% at constant currency), representing an operating margin of 14.0%. The constant currency increase was driven by top line growth in our Assembly, Industrial and Electronic Solutions businesses, the goodwill impairment charge of $46.6 million recorded in 2016 mentioned above, as well as cost savings from integration activities of approximately $18 million. The increase was partially offset by the previously noted gross margin erosion from declines in our Graphics Solutions business.

Agricultural Solutions' operating profit for 2017 decreased by 78% (74% at constant currency), representing an operating margin of 2.0%. The decrease in constant currency operating profit and margin was driven primarily by the goodwill impairment charge of $160 million. Excluding the goodwill impairment impact, operating profit increased as a result of top line growth in all regions and the gross profit improvements noted above, partially offset by higher R&D costs.

Other (Expense) Income, net



	Year Ended December 31,
($ amounts in millions)	2017			2016
Interest expense, net	$	(341.6	)	$	(375.7	)
Foreign exchange loss	(107.5		)	(14.1		)
Other (expense) income, net	(61.2		)	88.3
Total	$	(510.3	)	$	(301.5	)

Interest Expense, Net

For 2017 and 2016, net interest expense totaled $342 million and $376 million, respectively, representing a decrease of $34.1 million. The decrease in net interest expense is primarily due to the repricing of our term debt, which decreased the weighted average effective interest rate on our term loans from approximately 5.64% at December 31, 2016 to 4.53% at December 31, 2017.

Foreign Exchange Loss

For 2017 and 2016, foreign exchange loss totaled $108 million and $14.1 million, respectively, representing an increase of $93.4 million. The increase in foreign exchange losses is primarily due to the remeasurement of foreign denominated debt and intercompany balances to U.S. dollar and pertained primarily to the euro and British pound.

Other (expense) income, net

For 2017 and 2016, other (expense) income, net totaled $(61.2) million and $88.3 million, respectively, representing a year over year negative impact to profits of $150 million. The decrease is primarily related to the prior-year net gain of $98.0 million associated with the settlement of our Series B Convertible Preferred Stock and $61.1 million of charges in 2017 related to extinguishment of debt, partially offset by the $10.8 million net gain related to a legal settlement agreement.

Income Tax



	Year Ended December 31,
($ amounts in millions)	2017			2016
Income tax expense	$	(6.6	)	$	(28.6	)
Effective tax rate	(2.3		)%	(59.5		)%

The income tax expense for 2017 totaled $6.6 million, as compared to $28.6 million for 2016. The change in the effective tax rate is primarily attributable to the increased level of goodwill impairment in 2017 as compared to 2016 for which there was no corresponding tax benefit, the benefit for the provisional estimate of the TCJA, the 2016 settlement gain of the Series B Convertible Preferred Stock which was treated as a non-taxable purchase price adjustment, and favorable reductions in foreign tax rates for changes in tax law.

Other Comprehensive (Loss) Income

Other comprehensive income for 2017 totaled $256 million, as compared to $214 million of income in the prior year. The change was driven primarily by foreign currency translation gains associated with the euro, Canadian Dollar and Chinese Yuan, partially offset by losses primarily associated with the British Pound.

Segment Performance

Our operations are organized into two reportable segments: Performance Solutions and Agricultural Solutions. Both segments share a common focus on attractive niche markets, which we believe will grow faster than the diverse end-markets we serve. For additional information regarding our segments, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the heading "Our Business," and Note 23, Segment Information, to our Consolidated Financial Statements included in this 2017 Annual Report.

Adjusted EBITDA

We utilize Adjusted EBITDA as one of the measures to evaluate the performance of our operating segments. Adjusted EBITDA for each segment includes an allocation of corporate costs, such as compensation expense and professional fees. See Note 23, Segment Information, to our Consolidated Financial Statements included in this 2017 Annual Report, for more information and a reconciliation of Adjusted EBITDA to net income.



	Year Ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
Adjusted EBITDA:
Performance Solutions	$	432.7	$	401.3	8%	8%
Agricultural Solutions	388.2		368.2		5%	6%
Total	$	820.9	$	769.5	7%	7%

For 2017 and 2016, corporate costs allocated to each segment totaled $31.4 million and $32.8 million, respectively.

Performance Solutions' Adjusted EBITDA for 2017 increased 8% on a reported and constant currency basis. The increase was primarily driven by growth of our Assembly, Industrial and Electronic Solutions businesses resulting in higher gross profits, as well as cost savings from integration synergies, partially offset by the impact of volume declines in our Graphics Solutions business.

Agricultural Solutions' Adjusted EBITDA for 2017 increased 5% (6% at constant currency). The constant currency increase was primarily driven by an increase from market expansion in Europe and new product launches in Asia and Latin America, volume growth in higher-margin products and cost reduction initiatives in Europe and Latin America. These increases were partially offset by a change in our selling strategy of certain lower-margin businesses in West Africa, and investments made in STG&A, as noted above.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Net Sales



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Performance Solutions	$	1,770.1	$	800.8	121%	123%	1%
Agricultural Solutions	1,815.8		1,741.5		4%	6%	3%
Total	$	3,585.9	$	2,542.3	41%	43%	2%

Performance Solutions' net sales for ~~the year ended December 31,~~ 2016 ~~adjusted for acquisitions~~increased by 121% (123% on a constant currency and ~~foreign currency translation, totaled $702 million, representing a decrease of $6.8 million, or 1.0%, as~~1% on an organic basis) compared to the ~~year ended December 31, 2015.~~prior period. The ~~decrease~~increase in organic net sales was driven by ~~our~~growth in global paste solder product demand in Assembly Solutions, share gains in industrial product offerings sold into the automotive supply chain in Asia, specifically in China, and a recovery of product demand in Electronic Solutions in the second half of 2016. Organic sales growth in these businesses was partially offset by under-performance in Offshore Solutions ~~business~~ due to softness in the oil and gas end market as declines in oil prices resulted in reduced capital investment and project startup delays. ~~Excluding the declines in Offshore Solutions, Performance Solutions grew revenue by $14.3 million, or 2.3%, on an organic basis.~~ The impact of oil prices was twofold: (1) reduced demand for offshore production control and drilling fluids, and (2) reduced demand for plating chemistry sold into the supply chain for onshore oil production rigs and stripping/cleaning chemistry utilized in polyethylene terephthalate recycling. The latter relates to the Industrial Solutions side of our business and was overcome by strength in other industrial product offerings mostly sold into the automotive supply chain in Asia. Increased revenue from Electronics Solutions further combated softness in Offshore Solutions. Overall market conditions in Graphics Solutions remained fairly flat.

Agricultural Solutions' net sales for ~~the year ended December 31,~~ 2016 ~~adjusted for foreign~~increased by 4% (6% on a constant currency ~~translation, totaled $1.85 billion, representing~~and 3% on an ~~increase of $110 million, or 6.3%, as~~organic basis) compared to the ~~year ended December 31, 2015.~~prior period. The increase ~~was driven~~ in ~~part by the additional 1.5 months of~~organic net sales ~~in 2016 as a result of the Arysta Acquisition on February 13, 2015. Net sales increased modestly on a comparable basis primarily~~was driven by volume growth in our insecticide and herbicide businesses in Latin America and Europe, our anti-malarial insecticides in Africa, and our ~~biosolutions~~BioSolutions business. The volume growth was primarily boosted by several new product launches and continued focus on promoting proprietary brands. These effects were partially offset by lower volumes in North America, mainly due to low commodity prices, declining farmer incomes and soft demand for crop protection products, as well as our continued integration efforts to reduce volumes related to low-margin products across geographic markets. Additionally, although generic competition and low commodity prices led to some pricing pressure, overall Agricultural Solutions achieved an improvement in pricing driven primarily by Latin America and Europe.

~~Cost of Sales~~

Year Ended December 31,
(amounts in millions) 2016 2015
Cost of sales $ 2,078.2
$ 1,550.4

Cost of sales for the year ended December 31, 2016 totaled $2.08 billion, or 58.0% of net sales, as compared to $1.55 billion, or 61.0% of net sales, for the year ended December 31, 2015, representing an increase of $528 million, or 34.0%.

Year Ended December 31, 2016
(amounts in millions) $ Change % Change
Total change $ 527.8
34.0 %
- Acquisitions (600.4 ) (38.7 )%
- Foreign Currency Translation 29.0
1.9 %
Change, adjusted for acquisitions and foreign currency translation $ (43.6 ) (2.8 )%

~~For the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, cost of sales decreased by $43.6 million, or 2.8%.~~

Year ended December 31,
(amounts in millions) 2016 2015
Performance Solutions
Cost of sales $ 993.3
$ 412.8
- acquisitions (674.0 ) (73.6 )
- foreign currency translation 7.7
—
Cost of sales, adjusted for acquisitions and foreign exchange $ 327.0
$ 339.2

Agricultural Solutions
Cost of sales $ 1,085.4
$ 1,137.1
- foreign currency translation 21.3
—
Cost of sales, adjusted for foreign exchange $ 1,106.7
$ 1,137.1

Performance Solutions' cost of sales for the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, totaled $327 million, as compared to $339 million for the year ended December 31, 2015, representing a decrease of $12.2 million, or 3.6%, due primarily to the aforementioned lower adjusted sales volume, lower material costs from achieved synergies and favorable product mix.

Agricultural Solutions' cost of sales for the year ended December 31, 2016, adjusted for foreign currency translation, totaled $1.11 billion, as compared to $1.14 billion for the year ended December 31, 2015, representing a decrease of $30.4 million, or 2.7%. In 2015, cost of sales included the impact of amortization costs as the remaining purchase accounting inventory step-ups became fully amortized during the first nine months of 2015, totaling $58.0 million, which was essentially offset by an additional 1.5 months of costs of sales in 2016 as a result of the Arysta Acquisition on February 13, 2015. On a comparable basis, cost of sales decreased as a result of lower supply prices, improved procurement trends, and product mix improvement, partially offset by higher sales volumes.

Gross Profit

Year Ended December 31,
(amounts in millions) 2016 2015
Gross profit $ 1,507.7
$ 991.9

Gross profit for the year ended December 31, 2016 totaled $1.51 billion, or 42.0% of net sales, as compared to $992 million, or 39.0% of net sales, for the year ended December 31, 2015, representing an increase of $516 million, or 52.0%.

Year Ended December 31, 2016
(amounts in millions) $ Change % Change
Total change $ 515.8
52.0 %
- Acquisitions (394.1 ) (39.7 )%
- Foreign Currency Translation 24.9
2.5 %
Change, adjusted for acquisitions and foreign currency translation $ 146.6
14.8 %

~~For the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, gross profit increased by $146.6 million, or 14.8%.~~

Year ended December 31,
(amounts in millions) 2016 2015
Performance Solutions
Gross profit $ 776.8
$ 387.9
- acquisitions (412.0 ) (17.9 )
- foreign currency translation 10.6
—
Gross profit, adjusted for acquisitions and foreign exchange $ 375.4
$ 370.0

Agricultural Solutions
Gross profit $ 730.4
$ 604.5
- foreign currency translation 14.3
—
Gross profit, adjusted for acquisitions and foreign exchange $ 744.7
$ 604.5



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Gross profit
Performance Solutions	$	776.8	$	387.9	100%	103%	1%
Agricultural Solutions	730.9		604.0		21%	23%	19%
Total	$	1,507.7	$	991.9	52%	55%	12%

Gross margin
Performance Solutions	43.9%		48.4%		(455) bps	(441) bps	(91) bps
Agricultural Solutions	40.3%		34.7%		557 bps	554 bps	554 bps
Total	42.0%		39.0%		303 bps	309 bps	381 bps

Performance Solutions' gross profit for ~~the year ended December 31,~~ 2016 ~~adjusted for acquisitions~~increased by 100% (103% at constant currency and ~~foreign currency translation, totaled $375 million, as compared to $370 million for the year ended December 31, 2015, representing~~1% on an ~~increase of approximately $5.4 million or 1.5%~~organic basis). The ~~increase in~~organic gross profit increase was driven ~~primarily~~ by ~~a 1.3%~~ gross margin expansion resulting from lower raw material costs, some of which were achieved through synergies, ~~and~~as well as favorable product mix, partially offset by lower sales ~~volume. Aside~~volume from Offshore ~~Solutions, we achieved year-over-year growth in all product lines.~~Solutions. The most significant growth came from our higher-margin advanced Electronics Solutions and Industrials Solutions product lines, particularly in Asia. Collectively, these two product lines comprised approximately 65% of net sales growth during 2016, excluding Offshore, and increased as a percentage of total Performance Segment net sales by about 1.8%.

Agricultural Solutions' gross profit for ~~the year ended December 31,~~ 2016 ~~adjusted for foreign~~increased by 21% (23% at constant currency ~~translation, totaled $745 million, as compared to $605 million for the year ended December 31, 2015, representing~~and 19% on an ~~increase of $140 million, or 23.2%~~organic basis). The increase was largely a result of $58.0 million of inventory step-up amortization ~~costs as the remaining purchase accounting inventory step-ups became fully amortized during the first nine months of~~in 2015 ~~as well as an additional 1.5 month of results~~which did not recur in ~~2016 from the Arysta Acquisition on February 13, 2015. On a comparable basis, the~~2016. The gross profit increase was also driven by ~~gross profit growth due to~~ a broad increase in sales volumes, including higher relative growth in our ~~biosolutions~~BioSolutions products, which generate, on average, higher ~~margins. In addition,~~margins, as well as procurement savings, driven by our ongoing integration and synergy ~~efforts, improved gross profit year over year. These increases were partially offset by soft demand in North America, where volumes fell as a result of persisting weak market conditions.~~efforts. We ~~continue~~continued to see favorable effects from improved procurement trends, product mix, the impact of our proprietary product portfolio, and growth in the niche markets in which we operate.

Selling, Technical, General and Administrative Expense (STG&A)

Year Ended December 31,
(amounts in millions) 2016 2015
Selling, technical, general and administrative $ 1,123.3
$ 857.5

Selling, technical, general and administrative expense for the year ended December 31, 2016 totaled $1.12 billion, or 31.3% of net sales, as compared to $858 million, or 33.7% of net sales, for the year ended December 31, 2015, representing a decrease of 240 basis points as a percent of net sales.

Year Ended December 31, 2016
(amounts in millions) $ Change % Change
Total change $ 265.8
31.0 %
- Acquisitions (239.5 ) (27.9 )%
- Foreign Currency Translation 19.5
2.3 %
Change, adjusted for acquisitions and foreign currency translation $ 45.7
5.3 %

For the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, selling, technical, general and administrative expense increased by $45.7 million, or 5.3%. The increase was due primarily to increases in segment level costs, which are discussed below. These increases were partially offset by a decline in corporate general and administrative costs year over year. Corporate costs declined primarily due to a significant reduction in acquisition-related and restructuring costs, which

were partially offset by increases in costs associated with headcount additions, equity compensation, infrastructure spending on integration activities, and debt modification costs associated with the term loan refinancing completed in October and December 2016.

Year ended December 31,
(amounts in millions) 2016 2015
Performance Solutions
Selling, technical, general and administrative expense $ 504.3
$ 242.6
- acquisitions (266.5 ) (27.0 )
- foreign currency translation 5.8
—
Selling, technical, general and administrative expense, adjusted for foreign exchange $ 243.6
$ 215.6

Agricultural Solutions
Selling, technical, general and administrative expense $ 518.1
$ 488.5
- foreign currency translation 13.7
—
Selling, technical, general and administrative expense, adjusted for foreign exchange $ 531.8
$ 488.5



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
STG&A
Performance Solutions	$	504.3	$	242.6	108%	110%	13%
Agricultural Solutions	518.1		488.5		6%	9%	3%
Corporate	100.9		126.4		(20)%	(20)%	(20)%
Total	$	1,123.3	$	857.5	31%	33%	2%

STG&A as % of net sales
Performance Solutions	28.5%		30.3%		(180) bps	(177) bps	286 bps
Agricultural Solutions	28.5%		28.1%		48 bps	67 bps	67 bps
Total	31.3%		33.7%		(240) bps	(233) bps	(30) bps

Performance Solutions' ~~selling, technical, general~~STG&A for 2016 increased by 108% (110% at constant currency and administrative expense for the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, totaled $244 million, as compared to $216 million for the year ended December 31, 2015, representing13% on an ~~increase of $28.0 million, or 13.0%~~organic basis). The organic increase was ~~due primarily to~~driven by charges associated with integration activities ~~as well as the allocation of the aforementioned~~and higher debt refinancing costs.

Agricultural Solutions' ~~selling, technical, general~~STG&A for 2016 increased by 6% (9% at constant currency and administrative expense for the year ended December 31, 2016, adjusted for foreign currency translation, totaled $532 million, as compared to $489 million for the year ended December 31, 2015, representing3% on an ~~increase of $43.3 million, or 8.9%~~organic basis). The increase was driven primarily by ~~an additional 1.5 months of expenses in 2016 as a result of the Arysta Acquisition on February 13, 2015. On a comparable basis, the segment experienced~~ a modest increase due to price inflation related to wages in developing markets, investments in infrastructure in support of growth in the business, ~~and~~ continued integration ~~expenses.~~expenses, and higher costs associated with non-recourse factoring programs. The increase was ~~largely~~partially offset by savings from headcount reductions associated with synergies achieved in our operations in Africa and Europe and a decline in restructuring expenses related to the acquisitions within this segment.

Corporate STG&A for 2016 decreased by 20% on a reported, constant currency and organic basis. The decline was primarily due to a significant reduction in acquisition-related and restructuring costs, partially offset by increases in costs associated with

headcount additions, equity compensation, infrastructure spending on integration activities, and debt modification costs associated with the term loan refinancing completed in October and December 2016.

Research and Development Expense

Year Ended December 31,
(amounts in millions) 2016 2015
Research and development $ 84.4
$ 62.8

Research and development expense for the year ended December 31, 2016 totaled $84.4 million, or 2.4% of net sales, as compared to $62.8 million, or 2.5% of net sales, for the year ended December 31, 2015, representing an increase of $21.6 million, or 34.4%.

Year Ended December 31, 2016
(amounts in millions) $ Change % Change
Total change $ 21.6
34.4 %
- Acquisitions (22.5 ) (35.8 )%
- Foreign Currency Translation 0.2
0.3 %
Change, adjusted for acquisitions and foreign currency translation $ (0.7 ) (1.1 )%

~~For the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, research and development expense decreased by $0.7 million, or 1.1%.~~

Year ended December 31,
(amounts in millions) 2016 2015
Performance Solutions
Research and development expense $ 45.0
$ 25.4
- acquisitions (25.3 ) (2.8 )
- foreign currency translation 0.2
—
Research and development expense, adjusted for acquisitions and foreign exchange $ 19.9
$ 22.6

Agricultural Solutions
Research and development expense $ 39.4
$ 37.4
- foreign currency translation —
—
Research and development expense, adjusted for foreign exchange $ 39.4
$ 37.4



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
R&D
Performance Solutions	$	45.0	$	25.4	77%	78%	(12)%
Agricultural Solutions	39.4		37.4		5%	5%	(4)%
Total	$	84.4	$	62.8	34%	35%	(7)%

R&D as % of net sales
Performance Solutions	2.5%		3.2%		(63) bps	(64) bps	(47) bps
Agricultural Solutions	2.2%		2.1%		2 bps	(2) bps	(2) bps
Total	2.4%		2.5%		(12) bps	(15) bps	(23) bps

Performance Solutions' ~~research~~R&D for 2016 increased by 77% (78% at constant currency and development expense for the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, totaled $19.9 million, as compared to $22.6 million for the year ended December 31, 2015, representing a decrease of $2.7 million, or 11.9%decreased by 12% on an organic basis). The organic decrease was driven by integration activities ~~that~~which have reduced research and innovation-related operating costs.

Agricultural Solutions' ~~research~~R&D for 2016 increased by 5% (5% at constant currency and ~~development expense for the year ended December 31, 2016 totaled $39.4 million, as compared to $37.4 million for the year ended December 31, 2015, representing~~decreased by 4% on an ~~increase of $2.0 million, or 5.3%~~organic basis). The ~~increase~~decrease was driven in part ~~by an additional 1.5 months~~the phasing of ~~expenses in 2016 as a result of the Arysta Acquisition on February 13, 2015, as well as increased spending on early-phase projects~~studies in the segment's development ~~pipeline, combined with some phasing on studies.~~pipeline.

Goodwill ~~impairment~~Impairment


	Year Ended December 31,				Year Ended December 31,
(amounts in millions)	2016		2015
($ amounts in millions)					2016		2015
Goodwill impairment	$	46.6	$	—	$	46.6	$	—

~~As a~~Based on the result of our annual goodwill impairment test, we recorded an impairment charge in the Performance Solutions segment of $46.6 million related to the Offshore Solutions reporting unit as a result of ~~continuing~~previously weak oil prices. We ~~are now experiencing~~experienced the impact on our results, which slightly ~~lag~~lagged the overall industry, as this ultimately ~~has~~ caused the industry to depress its overall investments.

Operating Profit

Year Ended December 31,
(amounts in millions) 2016 2015
Operating profit $ 253.4
$ 71.6

Operating profit for the year ended December 31, 2016 totaled $253 million, or 7.1% of net sales, as compared to $71.6 million, or 2.8% of net sales, for the year ended December 31, 2015, representing an increase of $182 million, or 254%.

Year Ended December 31, 2016
(amounts in millions) $ Change % Change
Total change $ 181.8
254 %
- Acquisitions (132.1 ) (184 )%
- Foreign Currency Translation 5.2
7.3 %
Change, adjusted for acquisitions and foreign currency translation $ 55.0
77 %

~~For the year ended December 31, 2016, adjusted for acquisitions and foreign currency translation, operating profit increased by $55 million, or 77%.~~

Year ended December 31,
(amounts in millions) 2016 2015
Performance Solutions
Operating profit $ 180.9
$ 119.9
- acquisitions (120.2 ) 11.9
- foreign currency translation 4.6
—
Operating profit, adjusted for acquisitions and foreign exchange $ 65.3
$ 131.8

Agricultural Solutions
Operating profit $ 172.9
$ 78.6
- foreign currency translation 0.6
—
Operating profit, adjusted for foreign exchange $ 173.5
$ 78.6



	Year ended December 31,						Change
($ amounts in millions)	2016			2015			Reported	Constant Currency	Organic
Operating profit
Performance Solutions	$	180.9		$	119.9		51%	55%	(50)%
Agricultural Solutions	173.4			78.6			120%	121%	134%
Corporate	(100.9		)	(126.9		)	(20)%	(20)%	(20)%
Total	$	253.4		$	71.6		253%	260%	77%

Operating Margin
Performance Solutions	10.2%			15.0%			(475) bps	(460) bps	(967) bps
Agricultural Solutions	9.5%			4.5%			504 bps	486 bps	486 bps
Total	7.1%			2.8%			425 bps	427 bps	245 bps

Performance Solutions' operating profit for ~~the year ended December 31,~~ 2016 ~~adjusted for acquisitions~~increased by 51% (55% at constant currency and ~~foreign currency translation, totaled $65.3 million, as compared to $132 million for the year ended December 31, 2015,~~decreased 50% on an organic basis), representing ~~a decrease~~an operating margin of ~~$66.5 million, or 50.5%~~10.2%. The decrease in organic operating profit was due primarily to the 2016 Offshore

Solutions goodwill impairment charge of $46.6 million, ~~combined with~~and higher ~~selling, general, technical and administrative~~STG&A expenses, partially offset by ~~increases in~~the aforementioned gross ~~profit.~~profit increases.

Agricultural Solutions' operating profit for the ~~year ended December 31,~~ 2016 ~~adjusted for foreign~~increased by 120% (121% at constant currency ~~translation, totaled $174 million, as compared to $78.6 million for the year ended December 31, 2015,~~and 134% on an organic basis), representing an ~~increase~~operating margin of ~~$95 million, or 121%~~9.5%. The increase in operating profit was due in part to $58.0 million of inventory step-up amortization ~~costs as the remaining purchase accounting inventory step-ups became fully amortized during the first nine months of 2015. On a comparable basis, operating~~in 2015 which did not recur in 2016. Operating profit improvements were driven primarily by the increase in gross profits resulting from management's continued focus on sales of higher margin products.

Other (Expense) Income, net

Year Ended December 31,
(amounts in millions) 2016 2015
Interest expense, net $ (375.7 ) $ (213.9 )
Loss on derivative contracts (12.5 ) (74.0 )
Foreign exchange loss (14.1 ) (43.4 )
Other income, net 100.8
30.4
Total other expense $ (301.5 ) $ (300.9 )



	Year Ended December 31,
($ amounts in millions)	2016			2015
Interest expense, net	$	(375.7	)	$	(213.9	)
Foreign exchange loss	(14.1		)	(43.4		)
Other income (expense), net	88.3			(43.6		)
Total	$	(301.5	)	$	(300.9	)

Interest Expense, Net

Net interest expense for ~~the year ended December 31,~~ 2016 totaled $376 million, as compared to $214 million for ~~the year ended December 31,~~ 2015, representing an increase of $162 million. The increase related primarily to interest charges resulting from incremental debt facilities used to fund the Alent ~~Acquisition, including the November 2015 Notes Offering of $500 million, borrowings of $1.05 billion, and approximately €300 million under our First Lien Credit Facility. In addition, the~~Acquisition. The increase was also ~~includes~~driven by a full ~~first quarter's impact in 2016~~quarter of ~~the~~ interest expense in the first quarter of 2016 related to ~~the~~ incremental debt facilities used to fund the Arysta Acquisition completed on February 13, 2015.

~~Loss on Derivative Contracts~~

Loss on derivative contracts for the year ended December 31, 2016 totaled $12.5 million, as compared to $74.0 million for the year ended December 31, 2015, representing a decrease of $61.5 million. The decrease in loss was mainly due to a $73.7 million deal contingent forward contract settlement in 2015, partially offset by our increasing use of foreign exchange and commodities derivative contracts to better manage our market risk.

Foreign Exchange Loss

Foreign exchange ~~loss~~losses for ~~the year ended December 31,~~ 2016 and 2015 totaled $14.1 million, ~~as compared to~~and $43.4 million, ~~for the year ended December 31, 2015,~~respectively, representing a decrease of $29.3 million. ~~For the year ended December 31, 2016, losses associated with~~The year-over-year change is due primarily to the remeasurement of foreign denominated ~~external~~debt to U.S. dollar and ~~intercompany debt related primarily to the Acquisitions totaled $33.9 million, as compared to losses totaling $46.4 million for the same period in 2015. Also contributing to this reduction were~~ transactional foreign exchange ~~gains~~ on ~~receivables and payables.~~intercompany balances.

Other Income (Expense), Net

Other income, net for ~~the year ended December 31,~~ 2016 totaled ~~$101~~$88.3 million, as compared to ~~$30.4~~other expense, net of $43.6 million for ~~the year ended December 31,~~ 2015, representing an increase of ~~$70.4~~$132 million. The increase was primarily driven by the recognition of a gain of $103 million from the settlement agreement with the Arysta ~~seller~~Seller in 2016, which was partially offset ~~in part~~ by a $5.0 million loss associated with the remeasurement of the Series B Convertible Preferred Stock redemption liability and $11.3 million of expense related to the write-off of deferred financing fees and original issuance discount from the refinancing of our term loans in the fourth quarter of ~~2016,~~2016. Additionally, during 2015 there was a $73.7 million loss associated with a deal-contingent forward contract settlement in 2015, which was partially offset by a legal settlement gain totaling $17.7 ~~million during 2015.~~million.

Income Tax Expense


	Year Ended December 31,						Year Ended December 31,
(amounts in millions)	2016			2015
($ amounts in millions)							2016			2015
Income tax expense	$	(28.6	)	$	(75.1	)	$	(28.6	)	$	(75.1	)
Effective tax rate	(59.5		)%	(32.8		)%	(59.5		)%	(32.8		)%

The income tax expense for ~~the year ended December 31,~~ 2016 totaled $28.6 million, as compared to $75.1 million for ~~the year ended December 31,~~ 2015. ~~We are a U.S. based company with a statutory income tax rate of 35%. We operate in various foreign countries, which have tax rates that are different from the U.S. statutory tax rate.~~ Our effective tax rate for ~~the year ended December 31,~~ 2016 was (59.5)% on pre-tax losses of $48.1 million. The difference between the statutory and effective tax rates for ~~the year ended December 31,~~ 2016 primarily related to a $68.4 million of tax expense for an increase in valuation allowances, ~~$25.6~~$29.0 million ~~increase in~~on tax ~~reserves for transaction costs, $29.0 million~~expense for earnings of foreign subsidiaries taxable in the U.S. and $26.8 million of tax expense for ~~taxes on unremitted earnings previously treated as permanently reinvested.~~undistributed foreign earnings. Offsetting these items were $34.3 million of tax benefit related to the settlement gain of the Series B Convertible Preferred Stock, which was treated as a non-taxable purchase price adjustment, $24.5 million for the impact of transaction costs and a ~~$49.2~~$24.1 million reduction in tax reserves for prior period positions based on a reassessment of the uncertainty. The difference between the statutory and effective tax rates

for ~~the year ended December 31,~~ 2015 ~~was the negative impact of a change in the valuation allowance of~~primarily related to $72.6 million of tax expense for an increase in valuation allowances, non-deductible transaction-related costs of $40.5 million and $27.5 million of tax expense for an increase in ~~uncertain~~ tax ~~positions of $27.5 million.~~

~~We have provided deferred taxes of $29.7 million~~reserves for ~~the U.S. income~~ tax and foreign taxes for the potential repatriation of earnings from certain foreign subsidiaries. We have not recognized a deferred tax liability for U.S. taxes or foreign taxes on the undistributed earnings of certain foreign subsidiaries. The undistributed earnings of those subsidiaries were $337 million and $390 million for the years ended December 31, 2016 and 2015, respectively. Quantification of the deferred tax liability associated with indefinitely reinvested earnings is not practicable.

Valuation allowances reflect our assessment that it is more likely than not that certain federal, state and foreign deferred tax assets, primarily net operating losses, will not be realized. The assessment of the need for a valuation allowance requires management to make estimates and assumptions about future earnings, reversal of existing temporary differences and available tax planning strategies. If actual experience differs from these estimates and assumptions, the recorded deferred tax asset may not be fully realized, resulting in an increase to income tax expense in our results of operations. The valuation allowance for deferred tax assets was $363 million and $304 million at December 31, 2016 and 2015, respectively.uncertainties.

The change in the effective tax rate from (32.8)% for ~~the year ended December 31,~~ 2015 to (59.5)% for ~~the year ended December 31,~~ 2016 iswas attributable to athe disproportionate change in ~~assertion with respect to APB 23,~~pre-tax income, the net change in tax uncertainties, the net change in valuation allowances, the settlement gain of the Series B Convertible Preferred Stock and the ~~net change in tax reserves, and a reduced charge~~expense attributable to ~~the valuation allowance. The disproportionate change in pre-tax~~undistributed foreign earnings.

Other Comprehensive (Loss) Income

Other comprehensive income ~~also contributed~~for 2016 totaled $214 million, as compared to ~~the change~~other comprehensive losses of $796 million in the ~~effective tax rate~~prior year. The change was driven primarily by foreign currency translation gains associated with the Brazilian Real, British Pound, and Japanese Yen, partially offset by adverse effects associated with changes in ~~2016.~~the Mexican Peso and Chinese Yuan.

~~Year Ended December 31, 2015 Compared to Year Ended December 31, 2014~~

~~As noted under~~ ~~Non-GAAP Financial Measures~~ ~~above~~, we present our adjusted results to exclude the impact of acquisitions which lack of year-over-year comparability. For the years ended December 31, 2015 and 2014, we adjusted to exclude the results of the Alent, OMG, CAS, Agriphar and Arysta Acquisitions. The acquisition-related adjustments were as follows:Adjusted EBITDA

Year Ended December 31, Acquisitions
(amounts in millions) 2015 2014 Net impact
Net sales $ 1,832.9
$ 88.0
$ 1,744.9
Cost of sales 1,210.5
76.8
1,133.7
Gross profit 622.4
11.2
611.2
Selling, technical, general and administrative 508.8
31.5
477.3
Research and development 40.2
2.1
38.1
Operating profit (loss) 73.4
(22.4 ) 95.8

~~Net Sales~~

Year Ended December 31,
(amounts in millions) 2015 2014
Net sales $ 2,542.3
$ 843.2

~~Net sales for the year ended December 31, 2015 totaled $2.54 billion, representing an increase of $1.70 billion, or 202%, as compared to the year ended December 31, 2014.~~

Year Ended December 31, 2015
(amounts in millions) $ Change % Change
Total change $ 1,699.1
202 %
- Acquisitions (1,744.9 ) (207 )%
- Foreign Currency Translation 57.6
6.8 %
Change, adjusted for acquisitions and foreign currency translation $ 11.8
1.4 %



	Year Ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Adjusted EBITDA:
Performance Solutions	$	401.3	$	224.3	79%	86%	9%
Agricultural Solutions	368.2		343.4		7%	7%	6%
Total	$	769.5	$	567.7	36%	38%	8%

For ~~the year ended December 31,~~2016, corporate costs allocated to each segment totaled $32.8 million. For 2015, ~~adjusted~~corporate allocations totaled $12.0 million for ~~acquisitions~~Performance Solutions and ~~foreign currency translation, net sales~~$36.0 million for Agricultural Solutions.

Performance Solutions' Adjusted EBITDA for 2016 increased by ~~$11.8 million, or 1.4%~~79% (86% at constant currency and 9% on an organic basis). The organic increase in net sales was almost exclusively driven by higher demand for MacDermid's offshore production control fluids used in subsea drilling and higher umbilical fills in all regions. Demand for functional and decorative product offerings sold to customers serving automotive end markets further contributed to net sales growth and was offset by weakness in other areas; namely, volume declines in polyethylene terephthalate (or PET) recycling and the onshore oil & gas space coupled with reduced demand for electronics chemistry technologies in Asia.

At the regional level, adjusted for acquisitions and foreign currency translation, sales within MacDermid's Americas, Asia and Europe regions totaled $262 million, $244 million and $204 million, respectively, for the year ended December 31, 2015, compared to $256 million, $245 million and $197 million, respectively, for the year ended December 31, 2014. The $6.7 million increase in net sales in the Americas was driven primarily by demand for offshore fluids used in subsea drilling both in the U.S. and Brazil coupled with year-over-year growth in product offerings sold into the automotive supply chain in the U.S. and demand for sheet photopolymer used in flexographic printing for commercial packaging in Brazil. These gainsgross margin expansion resulting from lower raw material costs, some of which were offset, in part, by reduced demand for chemistry products used in PET recycling for plastics and anti-corrosion applications in the onshore oil & gas space. In the Asia region, net sales decreased by $1.7 million due to macroeconomic factors adversely impacting printed circuit board chemistry sales in Greater China and reduced demand for sheet & liquid photopolymer used in flexographic printing. European sales increased by $6.7 million, which was driven by higher sales volume of offshore fluids in addition to functional and decorative coating core industrial chemistry products sold to customers in the automotive supply chain. The gains in Europe were partially offset by reduced demand for printing plates.

~~Changes in the average selling prices of MacDermid's products did not have a material impact on net sales for the year ended December 31, 2015 compared to the year ended December 31, 2014.~~

~~Cost of Sales~~

Year Ended December 31,
(amounts in millions) 2015 2014
Cost of sales $ 1,550.4
$ 446.6

Cost of sales for the year ended December 31, 2015 totaled $1.55 billion, or 61.0% of net sales, as compared to $447 million, or 53.0% of net sales, for the year ended December 31, 2014, representing an increase of $1.10 billion, or 247%.

Year Ended December 31, 2015
(amounts in millions) $ Change % Change
Total change $ 1,103.8
247 %
- Acquisitions (1,133.7 ) (254 )%
- Foreign Currency Translation 28.9
6.5 %
Change, adjusted for acquisitions and foreign currency translation $ (1.0 ) (0.2 )%

For the year ended December 31, 2015, adjusted for acquisitions and foreign currency translation, cost of sales decreased by $1.0 million, or 0.2%, related primarily to the MacDermid business. The decrease was due in part to an amortization charge to cost of sales of $12.0 million which was incurred in 2014 related to the elimination of manufacturer’s profit in inventory recorded in purchase accounting associated with the MacDermid Acquisition, which did not recur in 2015, offset in part by an increase of $5.7 million related to higher overall sales volume for the year ended December 31 2015,achieved through synergies, as well as ~~$2.4 million of restructuring charges incurred in 2015 related to cost saving opportunities associated with a realignment of MacDermid's footprint in the United States.~~

~~Gross Profit~~

Year Ended December 31,
(amounts in millions) 2015 2014
Gross profit $ 991.9
$ 396.6

Gross profit for the year ended December 31, 2015 totaled $992 million, or 39.0% of net sales, as compared to $397 million, or 47.0% of net sales, for the year ended December 31, 2014, representing an increase of $595 million, or 150%.

Year Ended December 31, 2015
(amounts in millions) $ Change % Change
Total change $ 595.3
150 %
- Acquisitions (611.2 ) (154 )%
- Foreign Currency Translation 28.7
(7.2 )%
Change, adjusted for acquisitions and foreign currency translation $ 12.8
3.2 %

For the year ended December 31, 2015, adjusted for acquisitions and foreign currency translation, gross profit increased by $12.8 million, or 3.2% related to the MacDermid business. The increase in gross profit was due in part to an amortization charge to cost of sales of $12.0 million which was incurred in 2014 related to the elimination of manufacturer’s profit in inventory recorded in purchase accounting associated with the MacDermid Acquisition, which did not recur in 2015 and MacDermid's increased sales volumes as compared to the same period in 2014, which contributed $6.1 million of incremental gross profit. Sales volume gains were offset, in part, by the aforementioned non-recurring restructuring charges of $2.4 million incurred in 2015.

Normalized for the above non-recurring items, the primary driver of higher gross profit delivered for the year ended December 31, 2015 in the MacDermid business was more sales in higher margin offshore fluids coupled with higher sales of industrial products sold into automotive end markets,favorable product mix, partially offset by lower ~~electronics chemistry~~ sales volume from Offshore Solutions.

Agricultural Solutions' Adjusted EBITDA for 2016 increased by 7% (7% at constant currency and 6% on an organic basis) due primarily to volume growth in ~~Asia~~Latin America and industrial products used in PET recycling, anticorrosion plating for onshore oil and gas rigs and industrial hardcoat film offerings. Overall margin strength at 52.1% and 51.1% for 2015 and 2014, respectively, continues to be driven by the unique performance characteristics of productsEurope, including higher relative growth in our ~~portfolio and the technical service capability as a technology oriented business acutely focused on being a solutions provider.~~

~~Selling, Technical, General and Administrative Expense~~

Year Ended December 31,
(amounts in millions) 2015 2014
Selling, technical, general and administrative $ 857.5
$ 360.9

Selling, technical, general and administrative expense for the year ended December 31, 2015 totaled $858 million, or 33.7% of net sales, as compared to $361 million, or 42.8% of net sales, for the year ended December 31, 2014, representing an increase of $497 million, or 138%.

Year Ended December 31, 2015
(amounts in millions) $ Change % Change
Total change $ 496.6
138 %
- Acquisitions (477.3 ) (132 )%
- Foreign Currency Translation 17.9
5.0 %
Change, adjusted for acquisitions and foreign currency translation $ 37.2
10.3 %

~~For the year ended December 31, 2015, adjusted for acquisitions and foreign currency translation, selling, technical, general and administrative expense increased by $37.2 million, or 10.3%.~~higher margin BioSolutions products. The increase was ~~due~~also driven by favorable effects from improved procurement trends, product mix, the impact of our proprietary product portfolio, and growth in part to higher year-over year acquisition-related costs of approximately $18.8 million, as well as approximately $30.2 million of charges in connection with our integration efforts, including severance, professional and consulting fees.the certain niche markets. These increases were partially offset by ~~a $22.3 million~~ lower ~~fair value adjustment to the long-term contingent consideration liability as compared to the same period~~demand in 2014. The remaining fluctuations in Selling, technical general and administrative expenses include increases due to additional investments we are making in building our corporate infrastructure in support of the demandsNorth America driven by ~~our substantial growth, including increases in headcount and professional fees, as well as offsets provided by cost containment measures generated by the MacDermid business.~~

~~Research and Development Expense~~

Year Ended December 31,
(amounts in millions) 2015 2014
Research and development $ 62.8
$ 26.2

Research and development expense for the year ended December 31, 2015 totaled $62.8 million, or 2.5% of net sales, as compared to $26.2 million, or 3.1% of net sales, for the year ended December 31, 2014, representing an increase of $36.6 million, or 140%.

Year Ended December 31, 2015
(amounts in millions) $ Change % Change
Total change $ 36.6
140 %
- Acquisitions (38.1 ) (145 )%
- Foreign Currency Translation 0.3
1.1 %
Change, adjusted for acquisitions and foreign currency translation $ (1.2 ) (4.6 )%

For the year ended December 31, 2015, adjusted for acquisitions and foreign currency translation, research and development expense decreased by $1.2 million, or 4.6% remaining relatively consistent, as a percentage of net sales, during the periods presented, with slight dollar variations caused by timing, seasonality of projects within our research and development pipeline.

~~Operating Profit~~

Year Ended December 31,
(amounts in millions) 2015 2014
Operating profit $ 71.6
$ 9.5

Operating profit for the year ended December 31, 2015 totaled $71.6 million, or 2.8% of net sales, as compared to $9.5 million, or 1.1% of net sales, for the year ended December 31, 2014, representing an increase of $62.1 million, or 654%.

Year Ended December 31, 2015
(amounts in millions) $ Change % Change
Total change $ 62.1
654 %
- Acquisitions (95.8 ) (1,008 )%
- Foreign Currency Translation 10.5
111 %
Change, adjusted for acquisitions and foreign currency translation $ (23.2 ) (244 )%

For the year ended December 31, 2015, adjusted for acquisitions and foreign currency translation, operating profit decreased by $23.2 million, or 244%. The decrease in operating profit was primarily due to the higher selling, technical, general and administrative expenses of $37.2 million related in part to $45.1 million of incremental acquisition-related costs, as well as $30.2 million of restructuring and restructuring-related charges, combined with increased overhead costs related to our investment in building our corporate infrastructure in support of the significant growth we have experienced during 2015 as a result of our Acquisitions, offset in part by $22.3 million of lower mark-to-market adjustment on the contingent consideration associated with the MacDermid Acquisition. Offsetting the higher selling, technical, general and administrative expense were higher gross profits of $12.8 million, due in part to the impact of a charge to cost of sales of $12.0 million in 2014 related to the elimination of manufacturer’s profit in inventory, and $6.1 million of gross profits from MacDermid's business, driven primarily by higher sales of offshore fluids products and core industrial products sold into the automotive supply chain in the U.S. and Europe. MacDermid's continued innovation, technical service capability of their human capital and the unique performance characteristics of product offerings continue to drive gross profit dollars. Gains in its offshore fluids and the automotive sector were partially offset by lower sales volume of electronics chemistry sold in Asia, industrial hardcoat films and core industrial products sold into the onshore oil & gas production sector. Offsetting the increase in gross profit was a non-recurring restructuring charge of $2.4 million incurred in 2015.

~~Other (Expense) Income, net~~

Year Ended December 31,
(amounts in millions) 2015 2014
Interest expense, net $ (213.9 ) $ (37.9 )
(Loss) gain on derivative contracts (74.0 ) 0.4
Foreign exchange loss (43.4 ) (2.7 )
Other income (expense) income, net 30.4
(0.2 )
Total other expense $ (300.9 ) $ (40.4 )

Net interest expense for the year ended December 31, 2015 totaled $214 million, as compared to $37.9 million for the year ended December 31, 2014, representing an increase of $176 million. The increase relates primarily to interest charges resulting from incremental debt facilities, including term loans, bonds and revolving credit borrowings, used to fund the CAS and Agriphar Acquisitions during the fourth quarter of 2014, the Arysta Acquisition in the first quarter of 2015, and the Alent Acquisition in the fourth quarter of 2015.

Loss on derivative contracts for the year ended December 31, 2015 totaled $74.0 million, as compared to a gain of $0.4 million for the year ended December 31, 2014, representing a change of $74.4 million. The increase relates primarily to a fair value loss of $73.7 million on a deal contingent foreign exchange contract entered into in connection with the Alent acquisition.

Foreign exchange loss for the year ended December 31, 2015 totaled $43.4 million, as compared to $2.7 million for the year ended December 31, 2014, representing an increase of $40.7 million. The increase relates primarily to foreign exchange losses associated with the remeasurement of foreign denominated external and intercompany debt totaling approximately $46.4 million for the year ended December 31, 2015.

Other income (expense), net for the year ended December 31, 2015 totaled $30.4 million, as compared to $(0.2) million for the year ended December 31, 2014, representing an increase of 30.6 million. The increase relates primarily to legal settlement gains of $17.7 million, including settlement of the Cookson Group plc litigation for $16.0 million, income of $6.1 million from registration

~~rights and technical studies, and $3.0 million from the expiration of an acquisition put option on our common stock related to the Agriphar Acquisition.~~

~~Income Tax (Expense) Benefit~~

Year Ended December 31,
(amounts in millions) 2015 2014
Income tax (expense) benefit $ (75.1 ) $ 6.7
Effective tax rate (32.8 )% 21.7 %

The income tax expense for the year ended December 31, 2015 totaled $75.1 million, as compared to an income tax benefit of $6.7 million for the year ended December 31, 2014. We are a U.S. based company with a statutory income tax rate of 35%. We operate in various foreign countries, which have tax rates that are different from the U.S. statutory tax rate. Our effective tax rate for the year ended December 31, 2015 was (32.8)% on pre-tax losses of $229 million. The effective tax rate was negatively impacted by a change in the valuation allowance of $72.6 million, non-deductible transaction-related costs of $40.5 million and a change in uncertain tax positions of $27.5 million. For the year ended December 31, 2014, our effective tax rate was a 21.7% income tax benefit on a pre-tax loss of $30.9 million. The effective tax rate was positively effected by an adjustment to permanently reinvested earnings of $3.7 million and $7.7 million of tax on foreign operations. The effective tax rate was negatively impacted by non-deductible purchase price contingency losses of $6.6 million, non-deductible transaction costs of $6.5 million and $1.5 million for changes in uncertain tax positions.

We have provided deferred taxes of $7.1 million for the potential repatriation to the United States of earnings from certain non-U.S. subsidiaries. We have not recognized a deferred tax liability for U.S. taxes on the undistributed earnings of most of our foreign subsidiaries because those earnings have been determined to be indefinitely reinvested. The undistributed earnings of those subsidiaries were $390 million and $264 million for the years ended December 31, 2015 and 2014, respectively. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

Valuation allowances reflect our assessment that it is more likely than not that certain state deferred tax assets and foreign net operating losses will not be realized. The assessment of the need for a valuation allowance requires management to make estimates and assumptions about future earnings, reversal of existing temporary differences and available tax planning strategies. If actual experience differs from these estimates and assumptions, the recorded deferred tax asset may not be fully realized, resulting in an increase to income tax expense in our results of operations. The valuation allowance for deferred tax assets was $304 million and $19.7 million at December 31, 2015 and 2014, respectively.weaker market conditions.

Liquidity and Capital Resources

~~As of~~At December 31, ~~2016,~~2017, our indebtedness totaled ~~$5.24~~$5.48 billion, primarily as a result of our historical acquisition activity, with expected interest payments in the range of ~~$325~~approximately $275 million per year over the next ~~three~~two years. Our first significant principal debt payments, totaling ~~$1.32~~$1.33 billion, are due in 2020 and represent principal payments at maturity associated with a portion of our outstanding term loans under our Amended and Restated Credit Agreement. ~~We anticipate sufficient cash from operations to fund interest, working capital, and other capital expenditures for the foreseeable future and have access to a $500 million line~~Our primary sources of ~~credit~~liquidity during 2017 were periodic borrowings under our Revolving Credit ~~Facility with current availability~~facility and available cash generated from operations. Our primary uses of ~~$488 million, net of letters of credit, as well as~~cash and cash equivalents were to fund operations, working capital, capital expenditures, and debt service obligations. We believe that our cash and cash equivalents and cash generated from operations, supplemented by our availability under ~~various~~our lines of credit, including our Revolving Credit Facility, will be sufficient to meet our working capital needs, interest payments, capital expenditures, and ~~overdraft facilities of $72.5 million.~~other business requirements for at least the next twelve months. However, working capital ~~shortfalls~~cycles and future acquisitions may require ~~utilization of our Revolving Credit Facility as well as proceeds from~~ future debt and/or equity offerings. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt and raise equity under terms that are favorable to us.

Our primary sources of liquidity during the 12 months ended December 31, 2016 were proceeds received from the September 2016 Equity Offering, periodic borrowings under our Revolving Credit facility, and available cash generated from operations. Our primary uses of cash and cash equivalents were operating expenses, capital expenditures, debt service obligations, and the settlement of our Series B Convertible Preferred Stock obligations, as noted below. We believe that our cash and cash equivalents, and cash generated from operations, supplemented by our availability under our Revolving Credit Facility and various lines of credit to normalize seasonality, will be sufficient to meet our working capital needs, capital expenditures and other business requirements for at least the next twelve months. At December 31, 2016, we had $423 million in cash and cash equivalents in addition to availability under our Revolving Credit Facility and various lines of credit and overdraft facilities of $561 million.

~~For 2016 and 2015, we generated 80% and 81%~~During 2017, approximately 83% of our revenue was generated from non-U.S. ~~operations, respectively.~~operations. We expect to continue to generate significant revenue from non-U.S. operations and expect a substantial portion of our cash ~~will~~to be ~~predominately~~ held predominantly by our foreign subsidiaries. We expect to manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We may transfer cash from certain international subsidiaries to the ~~United States~~U.S. and other international subsidiaries when we believe it is cost effective to do so.

We continually review our domestic and foreign cash profile, expected future cash generation and investment opportunities, which support our current designation of a portion of these funds as being indefinitely reinvested and reassess whether there is a demonstrated need to repatriate funds held internationally. If, as a result of our review, it is determined that all or a portion of the funds require repatriation, we may be required to accrue additional ~~U.S. or~~ foreign taxes. Of our ~~$423~~$478 million of cash and cash equivalents ~~as of~~at December 31, ~~2016, $365~~2017, $431 million was held by our foreign subsidiaries.

As of December 31, 2016, our undistributed earnings in certain foreign subsidiaries totaled $337 million for which it is impracticable to determine the impact of U.S. income or applicable foreign taxes that would be payable if such earnings were repatriated to the United States.

In December 2016, we settled all of our obligations with respect to the Series B Convertible Preferred Stock and the related make whole payment obligation in exchange for a cash payment of $460 million and the issuance of 5.5 million shares of our common stock upon conversion of the corresponding shares of Series B Convertible Preferred Stock. The remaining shares of Series B Convertible Preferred Stock were subsequently canceled and retired. See Note ~~12,~~11, ~~Stockholders' Equity~~Income Taxes, to ~~the~~our Consolidated Financial Statements ~~included in this 2016 Annual Report.~~

~~In October and December 2016, we refinanced approximately $3.31 billion~~for further discussion of our term loans under the Amended and Restated Credit Agreement, reducing our expected annual interest expense by approximately $26 million. We also extended the maturity of approximately $1.93 billion of term debt from 2020 to 2023, conditional upon the prepayment, redemption or retirement and/or refinancing in full of our 6.50% $1.10 billion USD Senior Notes due 2022,income taxes on ~~or prior to November 2, 2021, otherwise the maturity date would become November 2, 2021. See Note 9,~~ ~~Debt, Financial Guarantees and Factoring Arrangements, to the Consolidated Financial Statements included in this 2016 Annual Report.~~

In September 2016, we completed the September 2016 Equity Offering of 48,787,878 shares of our common stock at a public offering price of $8.25 per share. This offering resulted in gross proceeds of approximately $402.5 million, before underwriting discounts and commissions, and offering expenses of $11.9 million. See Note 12, ~~Stockholders' Equity, to the Consolidated Financial Statements included in this 2016 Annual Report.~~remaining undistributed foreign earnings.

We may from time to time seek to retire or purchase our outstanding debt, including, but not limited to, our Senior Notes, through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, applicable restrictions under our various financing arrangements, and other factors.

The following is a summary of our cash flows provided by (used in) operating, investing and financing activities during the periods indicated:

Year Ended
December 31,
(amounts in millions) 2016 2015 2014
Cash and cash equivalents, beginning of the period $ 432.2
$ 397.3
$ 123.0
Cash provided by operating activities 184.8
320.9
98.2
Cash used in investing activities (74.7 ) (4,256.5 ) (1,982.7 )
Cash (used in) provided by financing activities (102.2 ) 4,001.2
2,168.9
Exchange rate impact on cash and cash equivalents (17.5 ) (30.7 ) (10.1 )
Cash and cash equivalents, end of the period $ 422.6
$ 432.2
$ 397.3

Key operating metrics
Days sales outstanding (DSO) ^(a)

Performance Solutions segment ^(c)
71
65
75
Agricultural Solutions segment ^(d)
140
134
n/a
Consolidated Platform Specialty Products 106
96
75

Days in Inventory (DII) ^(b)

Performance Solutions segment^(c)
60
81
81
Agricultural Solutions segment ^(d)
93
99
n/a
Consolidated Platform Specialty Products 72
89
81


^(a)	~~Calculated as the product of our net accounts receivable balance and 360 divided by our annualized sales.~~


^(b)	~~Calculated as the product of our net inventory balance and 360 divided by our annualized cost of sales excluding intercompany sales.~~


^(c)	Activity associated with the Alent and OMG Acquisitions in December and October 2015, respectively, has been excluded from the 2015 metric calculations. As a result, we have excluded associated net sales, cost of sales, accounts receivable and inventory balances of $91.5 million, $73.6 million, $194 million and $104 million, respectively, from the 2015 calculations.


^(d)	For 2015, we annualized sales and cost of sales, reflective of seasonality, associated with the February 2015 Arysta Acquisition. As a result, we have added $137 million and $86.6 million to net sales and cost of sales, respectively, in the calculations for 2015.



	Year Ended December 31,
($ amounts in millions)	2017			2016			2015
Cash and cash equivalents, beginning of the period	$	422.6		$	432.2		$	397.3
Cash provided by operating activities	182.1			184.8			320.9
Cash used in investing activities	(92.6		)	(74.7		)	(4,256.5		)
Cash (used in) provided by financing activities	(67.4		)	(102.2		)	4,001.2
Exchange rate impact on cash and cash equivalents	33.1			(17.5		)	(30.7		)
Cash and cash equivalents, end of the period	$	477.8		$	422.6		$	432.2

Year Ended December 31, ~~2016~~2017 compared to the Year Ended December 31, ~~2015~~2016

Operating Activities

For 2017, we generated cash flows from operating activities of $182 million, compared to $185 million in cash for 2016. Higher cash operating profits (net loss adjusted for non-cash items), which included $43.7 million of cash outflows related to a tender offer premium on our 2017 Notes Offerings, were partially offset by higher working capital requirements. The increase in working capital was due, in part, to the ~~year ended~~buildup of inventory in connection with Performance Solution's facility rationalization initiatives, as well as increases due to stronger fourth quarter sales in our Agricultural Solutions business in 2017, partially offset by the impact of a new factoring program in Europe.

Investing Activities

Net cash flows used in investing activities for 2017 totaled $92.6 million, compared to $74.7 million for 2016. The increase was driven primarily by capital expenditures related to our Performance Solutions' facility integration initiatives and Agricultural Solutions' investments in products registration rights, which, combined, increased by $7.2 million over 2016. The increase was also driven by higher restricted cash balances of $4.7 million.

Financing Activities

Net cash flows used in financing activities for 2017 totaled $67.4 million, compared to $102 million for 2016. The decrease was driven primarily by the settlement of our make-whole obligation in 2016 related to our Series B Convertible Preferred Stock with a cash payment of $460 million to the Series B Convertible Preferred Stockholders, offset, in part, by the September 2016 Equity Offering which raised net proceeds of $392 million. In addition, for 2017, net payments on our various lines of credit, short-term debt facilities and overdraft facilities totaled $58.8 million, as compared to net draws totaling $54.0 million in 2016. Our decreased on-balance sheet factoring activity increased financing cash flows year-over-year by $40.6 million, as did the net change in our long-term debt balance,which impacted financing cash flows by $59.8 million.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Operating Activities

For 2016, we generated cash flows from operating activities of $185 million, compared to $321 million in cash for ~~the year ended December 31,~~ 2015. This year-over-year change was driven primarily by higher cash operating profits (net loss adjusted for non-cash items), partially offset by an increased use of cash in working capital as well as higher interest and tax payments. The increase in working capital, largely due to accounts payable, was primarily due to the timing of the close of the Arysta Acquisition in February 2015 and the working capital seasonality in the Agricultural Solutions segment. Typically, the segment's working capital is a use of cash at the beginning of the year and a source of cash at the end of the year.

We use days-sales-outstanding, or DSO, to measure how efficiently billings and collections of accounts receivable are managed. DSO was 106 days for 2016 and 96 days for 2015. DSO in our Performance Solutions segment increased as a result of disproportionate sales growth in Asia, which typically has longer payment periods as a region, and was not significantly impacted by Alent and OMB acquisitions, which had similar collections experience to the legacy businesses during the period. DSO increased in our Agricultural Solutions segment as a result of disproportionate sales growth in Latin America, which typically has longer payment periods as a region, combined with sales weakness in North America, which typically has shorter payment periods as a region. We also use days-in-inventory, or DII, to measure the efficiency at realizing inventories. For 2016 and 2015, DII was 72 days and 89 days, respectively. The decrease in Performance Solutions DII was driven primarily by the inclusion of Alent and OMG businesses in 2016, as these businesses have shorter-lived inventory and quicker turns than legacy businesses. The decrease in DII in the Agricultural Solutions segment was largely the result of supply chain initiatives associated with the continuing integration efforts between the businesses. At December 31, 2016, net inventory did not include a fair value adjustment, however, $11.7 million of fair value adjustments were recognized in our Consolidated Statement of Operations in 2016. As of December 31, 2015, net inventory included a fair value adjustment of $11.5 million, and $76.5 million of fair value adjustments were recognized in our Consolidated Statement of Operations in 2015. Our products generally have shelf lives that exceed one year.

Investing Activities

Net cash flows used in investing activities for ~~the year ended December 31,~~ 2016 totaled $74.7 million, compared to $4.26 billion for ~~the year ended December 31,~~ 2015. During 2015, we used net cash of $4.60 billion to fund the Arysta, Alent and OMG Acquisitions. Additional acquisition-related activity during 2015 included a $600 million release of restricted cash, partially offset by a note in the amount of $125 million issued to an unrelated third-party and an unfavorable settlement of foreign exchange contracts for $73.7 million, which effectively increased the purchase price of Alent. There was no significant, comparable acquisition-related activity during 2016. Capital expenditures increased by approximately $8.4 million during 2016 compared to 2015, primarily in support of operational expansion, and there was a $2$2.0 million decline in investments in, and renewals of, product registrations.

Financing Activities

Net cash flows used in financing activities for ~~the year ended December 31,~~ 2016 totaled $102 million, compared to $4.00 billion of cash generated for ~~the year ended December 31,~~ 2015. The primary sources of cash from financing activity during 2016 were proceeds from Amendments No. 5 and 6 to our Amended and Restated Credit Agreement of $3.30 billion and the September 2016 Equity Offering of 48,787,878 shares of our common stock which raised net proceeds of $392 million. These proceeds were used for the refinancing of our term loans of $3.31 billion and for the settlement of our previously-disclosed make-whole obligation related to our Series B Convertible Preferred Stock with a cash payment of $460 million to the Series B Convertible Preferred Stock holders. The primary sources of cash from financing activity during 2015 were $3.92 billion from the extension of new term loans and the issuance of our Senior Notes, and $470 million as net proceeds from the June 2015 Equity Offering of 18,226,414 shares of our common stock, offset in part by $87.0 million of financing fees paid. These proceeds were used to fund our 2015 acquisition activity. Additionally, for 2016, we had net draws on our various lines of credit, short-term debt facilities, and overdraft facilities of $54.0 million, compared to net payments of $12.4 million in 2015.

~~Year Ended December 31, 2015 Compared to Year Ended December 31, 2014~~

~~Operating Activities~~

For the year ended December 31, 2015, we generated cash flows from operating activities of $321 million, compared to $98.2 million in cash for the year ended December 31, 2014. The increase in cash flows provided by operations for the year ended December 31, 2015 was primarily due to favorable changes in assets and liabilities, net of acquisitions, which provided $206 million more cash in 2015 as compared to 2014. The largest drivers of these changes were higher accounts payable, mainly in the Agricultural Solutions segment, corresponding primarily to a conscious effort to improve our days payable outstanding, offset in part by slightly higher inventory levels at December 31, 2015. Also contributing to the higher operating cash flows were higher accrued expenses, primarily from increased accrued interest of approximately $43.0 million resulting from the February and November 2015 Notes Offerings and higher accrued income taxes. Furthermore, decreases in accounts receivable contributed approximately $62.0 million of operating cash flows from stronger collections in our Agricultural Solutions Segment. Finally, year-over-year depreciation and amortization increased by $163 million, resulting primarily from newly acquired intangible and fixed assets from our acquired businesses.

The Company’s management uses days-sales-outstanding, or DSO, to measure how efficiently it manages the billing and collection of accounts receivable. DSO was 96 days at December 31, 2015 and 75 days at December 31, 2014. The Company’s management also uses days-in-inventory, or DII, to calculate the efficiency at realizing inventories. At December 31, 2015 and 2015, DII was 89 days and 81 days, respectively. The increase in both the DSO and DII at December 31, 2015 is due to the growth of the Agricultural Solutions segment which, having a different working capital cycle than the Performance Solutions segment, now represents a more significant part of our business. At December 31, 2015, the DSO and DII were 62 days and 62 days, respectively, for the Performance Solutions segment. At December 31, 2015, net inventory included a fair value adjustment of $11.5 million, as $76.5 million was recognized in our Consolidated Statement of Operations for the year ended December 31, 2015. As of December 31, 2014, net inventory included a fair value adjustment of $22.0 million, as $35.5 million was recognized in our Consolidated Statement of Operations. Our products generally have shelf lives that exceed one year.

~~Investing Activities~~

Net cash flows used in investing activities for the year ended December 31, 2015 were $4.26 billion, compared to $1.98 billion for the year ended December 31, 2014. During the year ended December 31, 2015, we used net cash of $4.60 billion to fund the Arysta, Alent and OMG Acquisitions, compared to net cash of $1.36 billion used during the year ended December 31, 2014 to fund the Agriphar and CAS Acquisitions. In connection with our 2015 acquisitions, we issued a note in the amount of $125 million to an unrelated third-party; we unfavorably settled foreign exchange contracts for $73.1 million, effectively increasing the purchase price of Alent; and we released $600 million of cash from an escrow account opened in connection with the February 2015 Notes Offering and used to fund the Arysta Acquisition. Capital expenditures increased by $29.4 million, from $18.5 million in 2014 to $47.9 million in 2015 (exclusive of $4.7 million of accrued capital expenditures) due primarily to the Arysta and Alent Acquisitions, which represented $22.4 million of the increase. In our Agricultural Solutions segment, we also invested $34.4 million in product registrations with various regulatory bodies in order to be granted distribution rights for these products.

~~Financing Activities~~

Net cash flows provided by financing activities for the year ended December 31, 2015 were $4.00 billion, compared to cash generated of $2.17 billion for the year ended December 31, 2014. During the year ended December 31, 2015, we generated cash totaling $470 million from the June 2015 Equity Offering of 18,226,414 shares of our common stock and $3.92 billion from term loans and publicly offered securities, which were primarily used to fund our 2015 acquisition activity. The cash inflows were partially offset by repayments of existing borrowings totaling $284 million, financing fees associated with issuing new debt totaling $87.0 million and payments on our outstanding lines of credit totaling $12.4 million. During the year ended December 31, 2014, we generated cash totaling $1.51 billion from the issuance of shares of our common stock and $679 million from new term loans, both of which were primarily used to fund our 2014 acquisition activity.

Pension Plans

We maintain "Domestic Pension Plans," which consist of a non-contributory domestic defined benefit pension plan and a SERP plan. These plans are closed to new participants and plan benefits associated with all current participants have been frozen. As required by law, benefits already accrued as of such date were not affected. With respect to such benefits, participants continue to vest and all other retirement options, including early retirement reduction factors, continue unchanged. The assets continue to be held in trust until paid as benefits to retired participants or covered members.

We also maintain "Foreign Pension Plans," which consist of retirement and death benefit plans covering ~~eligible~~ employees in ~~the United Kingdom,~~Taiwan and certain former employees in Germany, as well as ~~other defined benefit~~longevity plans covering employees in ~~various foreign countries that~~France, which have been deemed immaterial, individually and in the aggregate. The pension plan covering eligible employees in the United Kingdom, hereinafter referred to as the U.K. Pension Plan, represents the only material plan among the Foreign Pension Plans. The U.K. Pension Plan was closed to new participants and frozen for current participants on March 31, 2000. The assets continue to be held in trust until paid as benefits to retired participants or covered members. "Pension Plans" in this section and in Note 7, ~~Pension, Post-Retirement and Post Employment Plans, to the Consolidated Financial Statements, refer collectively to our Foreign Pension Plans and Domestic Pension Plans.~~

2.3% established for those respective plans at December 31, ~~2015.~~2016. We evaluate the Pension Plans' actuarial assumptions on an annual basis, including the expected long-term rate of return on assets and discount rates. A one percent increase ~~(decrease)~~ in the discount rate would increase (decrease) the pension plan expense and pension benefit obligation by approximately $0.9 million and ~~$(26.8)~~$(28.3) million, respectively, whereas a one percent decrease in the discount rate would (decrease) increase the pension plan expense and pension benefit obligation by approximately $(0.4) million and $34.5 million, respectively.

Our Domestic Pension Plans' investment policies incorporate an asset allocation strategy that emphasizes long-term growth of capital and acceptable asset volatility as long as such volatility remains consistent with the volatility of the indexes of relevant

markets. Our investment policies attempt to achieve a mix of approximately ~~70%~~50% of plan investments for long-term growth, 49% for liability-matching assets and ~~30%~~1% for near-term benefit payments. The weighted average asset allocation of the Domestic Pension Plans was ~~21%~~49% fixed income mutual fund holdings, 27% equity securities, ~~35%~~19% limited partnership interests and managed equity funds, ~~20%~~4% collective investment funds ~~19% bond mutual fund holdings~~ and 5%1% cash at December 31, ~~2016.~~

We have appointed an independent trustee committee to oversee the risk factors, rates of return and asset allocations associated with the U.K. Pension Plan, which materially constitutes the Foreign Pension Plans. As of December 31, 2016, 92% of the U.K. Pension Plan portfolio is held as an insurance “buy-in” policy, with the remaining 6% being held in pooled bond funds, and 2% in cash.2017.

The Domestic Pension Plans were ~~net~~ underfunded by $26.6 million at December 31, 2017 compared to $36.9 million at December 31, ~~2016 compared to $46.0 million at December 31, 2015.~~2016. The improved funding position of ~~$9.1~~$10.3 million was primarily driven by a ~~$17.9~~$29.8 million gain on plan assets and a ~~$6.2~~$3.1 million employer contribution, partially offset by ~~$10.1 million of interest costs and $5.0~~$13.8 million of actuarial loss due to plan experience ~~for the year ended December 31, 2016.~~and $8.8 million of interest costs.

The Foreign Pension Plans were ~~net~~ underfunded by $21.2 million at December 31, 2017 compared to $18.0 million at December 31, 2016, ~~compared to $19.0 million at December 31, 2015. The improved funding position of $1.0 million was primarily due to an $11.3 million gain on plan assets and~~representing a ~~$6.9 million~~ decrease in ~~projected benefit obligation resulting from plan amendments, partially offset by $14.5 million~~funding status of ~~actuarial loss due to assumption changes, and interest costs of $3.1 million for the year ended December 31, 2016.~~$3.2 million.

Unrecognized pre-tax actuarial losses associated with the pension plans recorded in accumulated other comprehensive income were $25.5 million and $34.8 million as of December 31, 2016 and 2015, respectively. As of December 31, 2016, $10.0 million associated with the foreign pension plans were included in "Accumulated other comprehensive loss" and is expected to be recognized during 2017.

~~We expect to contribute approximately $2.2 million~~Contributions to the Pension Plans during ~~2017.~~2018 are not expected to be material. While we do not currently anticipate any, additional future material contributions may be required in order to maintain appropriate funding levels within our plans.

Financial Borrowings

Credit Facilities

~~As of~~At December 31, ~~2016,~~2017, we had ~~$5.24~~$5.48 billion of indebtedness, which primarily included: ~~$1.93~~

$2.28 billion of Senior Notes; ~~$3.20~~

$3.15 billion of term debt arrangements outstanding under our First Lien Credit Facility; ~~$86.0~~and

$28.5 million of borrowings under ~~overdraft~~local and revolving lines of ~~credit; and $11.8 million of stand-by letters of credit (which reduce the borrowings available under our Revolving Credit Facility).~~ credit.

Availability under our Revolving Credit Facility and various lines of credit and overdraft facilities totaled ~~$561~~$606 million ~~as of~~at December 31, ~~2016.~~

~~Alent Acquisition~~

~~In connection with~~2017 (including $18.6 million of stand-by letters of credit which reduced the Alent Acquisition, in November 2015, we completed the November 2015 Notes Offering of $500 million in aggregate principal amount of 10.375% USD Notes due 2021, unless redeemed earlier. In addition, we borrowed $1.05 billionborrowings available under our U.S. Dollar tranche B-3 term loan (less original issue discount of 2%), €300 million under our Euro tranche C-2 term loan (less original issue discount of 2%), and $115 million under our multi-currency Revolving Credit ~~Facility. In December 2016, we refinanced our U.S. Dollar tranche B-3 term loan and Euro tranche C-2 term loan. See Note 9,~~ ~~Debt, Financial Guarantees and Factoring Arrangements, to the Consolidated Financial Statements included in this 2016 Annual Report.~~Facility).

~~Arysta Acquisition~~

In connection with the Arysta Acquisition, in February 2015, we completed the February Notes Offering of $1.10 billion aggregate principal amount of 6.50% USD Notes due 2022, plus original issue premium of $1.0 million, and €350 million aggregate principal amount of 6.00% EUR Notes due 2023. The 6.50% USD Notes due 2022 and the 6.00% EUR Notes due 2023 mature on February 1, 2022 and February 1, 2023, respectively, unless redeemed earlier. In addition, we borrowed $500 million under our U.S. Dollar tranche B-2 term loan (less original issue discount of 1%), €83.0 million under our Euro tranche C-1 term loan (less original issue discount of 2%), and $160 million under our U.S. Dollar Revolving Credit Facility. In October 2016, we refinanced our U.S. Dollar tranche B-2 term loan and Euro tranche C-1 term loan. See Note 9, Debt, ~~Financial Guarantees and Factoring Arrangements, to the Consolidated Financial Statements included in this 2016 Annual Report.~~

~~CAS Acquisition~~

In connection with the CAS Acquisition, in August 2014, we borrowed $130 million under our U.S. Dollar tranche B-1 term loan, €205 million under our Euro tranche C-1 term loan, $60.0 million under our U.S. Dollar Revolving Credit Facility, and €55.0 million under our multicurrency Revolving Credit Facility. In October 2016, we refinanced our U.S. Dollar tranche B-1 term loan and Euro tranche C-1 term loan. See Note 9, ~~Debt, Financial Guarantees and Factoring Arrangements, to the Consolidated Financial Statements included in this 2016 Annual Report.~~

~~Agriphar Acquisition~~

~~In connection with the Agriphar Acquisition, in October 2014, we borrowed $300 million under the USD Incremental Term Loan, which was subsequently refinanced in October 2016. See Note 9,~~ ~~Debt, Financial Guarantees and Factoring Arrangements, to the Consolidated Financial Statements included in this 2016 Annual Report.~~

~~MacDermid Acquisition~~

In connection with the MacDermid Acquisition, in October 2013, under its First Lien Credit Agreement, MacDermid, with Platform as co-borrower, borrowed $373 million, which was subsequently refinanced in October 2016. See Note 9, ~~Debt, Financial Guarantees and Factoring Arrangements, to the Consolidated Financial Statements included in this 2016 Annual Report.~~Covenants

Our Credit Facilities contain various affirmative and negative covenants, including limitations on additional indebtedness, dividends and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, and dispositions. ~~In addition, our~~Our Revolving Credit Facility requires compliance with certain financial covenants, including a first lien net leverage ratio of no greater than 6.25 to 1.0, ~~of (x) consolidated indebtedness secured by a first lien minus unrestricted cash and cash equivalents of the borrowers and guarantors under~~as defined in the Amended and Restated Credit ~~Agreement to (y) consolidated EBITDA for the four most recent fiscal quarters, subject to a right to cure.~~Agreement. In addition, our Amended and Restated Credit Agreement includes certain Restricted Payment baskets, which limit select forms of payments if such payments would cause the total net leverage ratio, calculated as set forth in the Amended and Restated Credit Agreement, to exceed 6.00 to 1.00, and (ii) requires a prepayment percentage in the case of excess cash flow, both calculated as set forth in the Amended and Restated Credit Agreement, of 75% with step-downs to 50%, 25% and 0% based on the applicable first lien net leverage ratio on the prepayment date. ~~As of~~At December 31, ~~2016, the Company was~~2017, we were in compliance with the debt covenants contained in our Credit Facilities.

Contractual Obligations and Commitments

We own most of our major manufacturing facilities, but we do lease certain offices, manufacturing factories, warehouse spaces and land, as well as other equipment primarily under non-cancelable operating leases.

Summarized in the table below are our obligations and commitments ~~as of~~at December 31, ~~2016:~~2017:


		Payment Due by Period															Payment Due by Period
(amounts in millions)		2017		2018		2019		2020		2021		Thereafter		Total
($ amounts in millions)																	2018		2019		2020		2021		2022		Thereafter		Total
Long-term debt	⁽¹⁾	$	32.8	$	32.8	$	32.8	$	1,321.4	$	2,444.6	$	1,371.5	$	5,235.9	⁽¹⁾	$	—	$	—	$	1,330.8	$	1,854.4	$	1,100.0	$	1,219.9	$	5,505.1
Operating leases	⁽²⁾	29.6		20.4		13.9		10.5		8.8		28.8		112.0		⁽²⁾	33.0		25.0		19.6		13.9		12.1		28.9		132.5
Interest payments (net of interest rate swap effects)	⁽³⁾	325.9		324.3		322.8		282.6		225.2		89.1		1,569.9		⁽³⁾	276.7		276.7		247.6		212.2		111.0		155.1		1,279.3
Long-term contingent consideration	⁽⁴⁾	—		—		—		—		100.0		—		100.0		⁽⁴⁾	—		—		—		100.0		—		—		100.0
Principal payments on capital leases		0.9		0.8		0.6		0.5		1.1		0.7		4.6			0.7		0.6		0.5		0.5		0.4		1.6		4.3
Purchase obligations	⁽⁵⁾	25.8		21.6		—		—		—		—		47.4		⁽⁵⁾	72.2		1.1		0.2		—		—		—		73.5
Other long term obligations	⁽⁶⁾	—		14.9		—		—		—		13.4		28.3		⁽⁶⁾	8.9		4.2		—		—		—		13.3		26.4
Total cash contractual obligations		$	415.0	$	414.8	$	370.1	$	1,615.0	$	2,779.7	$	1,503.5	$	7,098.1		$	391.5	$	307.6	$	1,598.7	$	2,181.0	$	1,223.5	$	1,418.8	$	7,121.1

⁽¹⁾

Reflects the principal payments on long-term debt. In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its ~~$1.10~~$1.1 billion, 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately ~~$1.93~~$1.85 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021, as currently presented in the table above.


⁽²⁾	Reflects periodic payments made in accordance with operating lease agreements.


⁽³⁾	Amounts are based on currently applicable interest rates in the case of variable interest rate debt and associated floating and floor legs of the interest rate swaps.

⁽⁴⁾

Reflects the maximum payout in 2021 of 100% of long-term contingent consideration related to the MacDermid Acquisition. ~~As of~~At December 31, ~~2016,~~2017, the long-term contingent consideration related to the MacDermid Acquisition was valued at ~~$75.8~~$79.2 million. This long-term contingent consideration is the only financial liability measured and recorded using Level 3 inputs in accordance with accounting guidance for fair value measurements and represents 78.4% of our total liabilities measured at fair value. See Note ~~11,~~13, ~~Fair Value Measurements~~Financial Instruments, to the Consolidated Financial Statements included in this ~~2016~~2017 Annual Report for additional information.


⁽⁵⁾	Purchase obligations represent amounts committed under legally enforceable supply agreements and non-cancelable purchase contracts. We do not include purchase obligations that can be canceled with a nominal fee.


⁽⁶⁾	Other long-term obligations consist of asset retirement obligations, or AROs.

Benefit payments related to our defined benefit plans are included in Note 7,10, Pension, Post-Retirement and Post Employment Plans, to the Consolidated Financial Statements included in this ~~2016~~2017 Annual Report, and are excluded from the table above.

To the extent we can reliably determine when payments will occur pertaining to our ~~$128~~$90.3 million unrecognized tax benefit liabilities and ~~$32.6~~$28.3 million environmental liability, the related amounts will be included in the table above. However, due to the high degree of uncertainty regarding the timing of potential future cash flows associated with such liabilities at December 31, ~~2016,~~2017, we are unable to make a reliable estimate as to the timing of such payments, and are therefore excluded from the table above.

~~Off-Balance Sheet Transactions~~Income Taxes

We ~~use customary off-balance sheet arrangements, such as~~recognize deferred tax assets and liabilities based on the differences between the financial statement basis and the tax bases of assets, liabilities, net operating ~~leases~~losses and ~~letters~~tax credit carryforwards. A valuation allowance is required to be recognized to reduce the recorded deferred tax asset to the amount that will more likely than not be realized. The ultimate realization of ~~credit, to finance our business. As a result~~deferred tax assets is dependent upon the generation of ~~ASU No. 2016-02,~~ ~~“Leases,”~~ ~~for fiscal years~~future taxable income by jurisdiction during the periods in which those temporary differences become deductible or when carryforwards can be utilized. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and ~~interim periods beginning after December 15, 2018,~~tax planning strategies in this assessment. If these estimates and related assumptions change in the future, we ~~will~~may be required to record ~~lease~~additional valuation allowances against our deferred tax assets resulting in additional income tax expense. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences and ~~right-of-use assets for all of our qualifying operating leases that~~carryforwards are ~~currently treated as off-balance sheet transactions.~~

~~There are no other arrangements that have,~~expected to be recovered or ~~are reasonably likely to have, a current or future material~~settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Considering that the TCJA was enacted on December 22, 2017, the effect would normally be required to be recognized in the fourth quarter of 2017. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to address the application of GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA.

We are subject to income taxes in the United States and in various states and foreign jurisdictions. Significant judgment is required in evaluating our ~~financial condition, changes~~uncertain tax positions and determining our provision for income taxes. The first step in ~~financial condition, revenues or expenses, results~~evaluating the tax position for recognition is to determine the amount of ~~operations, liquidity, capital expenditures or capital resources.~~evidence that supports a favorable conclusion for the tax position upon audit. In order to recognize the tax position, we must determine whether it is more likely than not that the position is sustainable. The final evaluation step is to measure the tax benefit as the largest amount that has a more than 50% chance of being realized upon final settlement. Although we believe that the positions taken on income tax matters are reasonable, we establish tax reserves in recognition that various taxing authorities may challenge certain of those positions taken, potentially resulting in additional tax liabilities.

~~Significant~~Recent Accounting ~~Policies and Critical Estimates~~Pronouncements

~~Our significant~~A summary of recent accounting ~~policies are more fully described~~pronouncements is included in Note 1,3, ~~Basis of Presentation and Summary of Significant~~Recent Accounting ~~Policies~~Pronouncements, to the Consolidated Financial Statements included in this ~~2016~~2017 Annual Report. As disclosed in Note 1, the preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the reported amounts and accompanying disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions upon which accounting estimates are based. We apply judgment based on our understanding and analysis of the relevant circumstances to reach these decisions. By their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results could differ significantly from the estimates applied.

~~Areas requiring the greatest degree of management judgment or deemed most critical to our financial reporting involve:~~

~~Revenue Recognition~~

We recognize revenue, including freight charged to customers, net of applicable rebates, estimates for sales returns and allowances and discounts, when the earnings process is complete. This occurs when products have been shipped to, or received by, the customer, in accordance with the terms of the agreement entered into between us and such customer, title and risk of loss has been transferred, pricing is fixed or determinable, and collectability is reasonably assured.46

On a limited and discretionary basis, we allow certain distributors within the Agricultural Solutions segment extensions of credit on a limited portion of purchases made during a purchasing cycle, which remain in the distributor’s inventory. The extension of credit is not a right to return, and distributors must pay unconditionally when the extended credit period expires.

~~Credit Risk Management~~

Our products are sold primarily to customers in the automotive, agriculture, animal health, electronics, graphic arts, and offshore oil and gas production and drilling industries. We are exposed to certain collection risks which are subject to a variety of factors, including economic and technological changes within these industries. As is common industry practice, we generally do not require collateral or other security as a condition of sale, rather relying on credit approval, balance limitation and monitoring procedures to control credit risk on trade accounts receivable. For certain products used by customers on crops with growing seasons in excess of one year, it is industry practice for payment terms to exceed one year. Trade receivables related to these sales are classified as non-current assets. We establish reserves against estimated uncollectible amounts based on historical experience and specific knowledge regarding customers’ ability to pay. Customer accounts receivable that are deemed to be uncollectible are written off when they are identified and all reasonable collections efforts have been exhausted.

~~Inventories~~

Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in/first-out and average costs methods. Inventories in excess of one year of forecasted sales are classified as non-current assets. We regularly review inventories for obsolescence and excess quantities and calculate reserves based on historical write-offs, customer demand, product evolution, usage rates and quantities of stock on hand.

~~Stock-based Compensation~~

We expense employee stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The fair value of RSU awards is determined using Monte Carlo simulations for market-based RSU awards, and the closing price of our common stock on the date of grant for all other RSU awards. The fair value of stock options is determined using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent our best estimates and involve inherent uncertainties and the application of judgment. Such assumptions include expectations related to stock price volatility, award terms, and judgments as to whether performance targets will be achieved.

~~Compensation~~Results of Operations

The following table summarizes our results of operations for 2017, 2016 and 2015:



							% Change - 2017 vs 2016						% Change - 2016 vs 2015
($ amounts in millions)	2017			2016			Reported	Constant Currency	Organic	2015			Reported	Constant Currency	Organic
Net sales	$	3,775.9		$	3,585.9		5%	4%	4%	$	2,542.3		41%	43%	2%
Cost of sales	2,186.9			2,078.2			5%	4%		1,550.4			34%	36%
Gross profit	1,589.0			1,507.7			5%	5%		991.9			52%	55%
Selling, technical, general and administrative	1,109.3			1,123.3			(1)%	(2)%		857.5			31%	33%
Research and development	98.4			84.4			17%	15%		62.8			34%	35%
Goodwill impairment	160.0			46.6			(nm)	(nm)		—			(nm)	(nm)
Operating profit	221.3			253.4			(13)%	(9)%		71.6			(nm)	(nm)
Interest expense, net	(341.6		)	(375.7		)	(9)%			(213.9		)	76%
Other (expense) income, net	(168.7		)	74.2			(nm)			(87.0		)	(nm)
Loss before income taxes and non-controlling interest	(289.0		)	(48.1		)	(nm)			(229.3		)	(79)%
Income tax expense	(6.6		)	(28.6		)	(77)%			(75.1		)	(62)%
Net loss	$	(295.6	)	$	(76.7	)	(nm)			$	(304.4	)	(75)%

Adjusted EBITDA ⁽¹⁾	$	820.9		$	769.5		7%	7%		$	567.7		36%	38%

^(nm) Calculation not meaningful.

Non-GAAP Financial Measures

To supplement our financial results presented in accordance with GAAP in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we present certain non-GAAP financial measures, such as Adjusted EBITDA, operating results on a constant currency basis and organic sales growth. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends, and expected future performance with respect to our business. We believe these non-GAAP financial measures, which are each further described below, provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis. We also believe that investors find this information helpful in understanding the ongoing performance of our operations separate from items that may have a disproportionate positive or negative impact on our financial results in any particular period or are considered to be costs associated with our capital structure.

These non-GAAP financial measures, however, have limitations as analytical tools, and should not be considered in isolation from, or a substitute for, ~~RSU awards reflects~~or superior to, the ~~number~~related financial information that we report in accordance with GAAP. The principal limitations of ~~awards expected~~these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to ~~vest~~be recorded in the Company’s financial statements, and ~~is ultimately adjusted~~may not be comparable to similarly titled measures of other companies due to potential differences in ~~future periods~~the method of calculation between companies. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this 2017 Annual Report, and not to rely on any single financial measure to evaluate the Company’s businesses.

Adjusted EBITDA

more complete understanding of the long-term profitability trends of our business, and facilitates comparisons of our profitability to prior and future periods.

Constant Currency

The impact of foreign currency translation is calculated by converting our current-period local currency financial results into U.S. dollars using the prior period's exchange rates and comparing these adjusted amounts to our prior period reported results. The difference between actual ~~number~~growth rates and constant currency growth rates represents the impact of ~~vested awards. Compensation costs~~foreign currency translation.

Organic Results

The following tables reconcile GAAP net sales growth to organic sales growth for ~~awards with~~2017 and 2016:



	Year ended December 31, 2017
	Reported Net Sales Growth	Impact of Currency	Metals	Acquisitions/Disposition	Organic Sales Growth
Performance Solutions	6%	—%	(1)%	—%	4%
Agricultural Solutions	4%	(2)%	—%	—%	3%
Total	5%	(1)%	(1)%	—%	4%



	Year ended December 31, 2016
	Reported Net Sales Growth	Impact of Currency	Metals	Acquisitions/Disposition	Organic Sales Growth
Performance Solutions	121%	2%	(2)%	(120)%	1%
Agricultural Solutions	4%	2%	—%	(3)%	3%
Total	41%	2%	—%	(40)%	2%

NOTE: Totals may not sum due to rounding.

For 2017, metals pricing and acquisitions benefited our Performance Solutions and consolidated results by $23.6 million and $2.8 million, respectively.

Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016

Net Sales



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency	Organic
Performance Solutions	$	1,878.6	$	1,770.1	6%	6%	4%
Agricultural Solutions	1,897.3		1,815.8		4%	3%	3%
Total	$	3,775.9	$	3,585.9	5%	4%	4%

Performance Solutions' net sales for 2017 increased by 6% (6% on a constant currency and 4% on an organic basis). Organic sales growth was driven primarily by strength in our Assembly and Industrial Solutions businesses, which contributed approximately 3% and 2% of growth to the segment, respectively. Organic sales growth in Assembly Solutions reflected higher sales volume across several product lines, including solder paste. Our Industrial Solutions’ organic sales growth was driven by higher sales volume across all regions, most notably in Europe and Asia. In addition, organic sales growth in our Electronics Solutions business contributed approximately 1% of growth to the segment, driven primarily by strong performance ~~conditions are only recognized if~~in the Asian smart phone and ~~when it becomes probable that the performance condition will be achieved.~~memory disk markets. Organic sales growth was partially offset by continued volume declines of flexographic printing plates within our Graphics Solutions business, which reduced organic segment sales growth by approximately 1%.

Agricultural Solutions' net sales for 2017 increased by 4% (3% on a constant currency and organic basis). The ~~probability~~organic sales increase was driven by a combination of ~~vesting is reassessed at the end~~our successful geographic expansion into various European markets, most notably in parts of ~~each reporting period~~Eastern Europe, Germany and UK, as well as continued volume growth, notably from our BioSolutions portfolio, and new product introductions across Europe and parts of Asia and Latin America, particularly in Japan, Brazil, Mexico and China. These gains were partially offset by declines resulting from changes in our West Africa selling strategies, pricing pressure on certain products, mostly impacting Latin America and the ~~compensation~~U.S., and lower volumes in southern Asia and North America.

Gross Profit



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
Gross profit
Performance Solutions	$	813.8	$	776.8	5%	5%
Agricultural Solutions	775.2		730.9		6%	5%
Total	$	1,589.0	$	1,507.7	5%	5%

Gross margin
Performance Solutions	43.3%		43.9%		(57) bps	(49) bps
Agricultural Solutions	40.9%		40.3%		61 bps	95 bps
Total	42.1%		42.0%		4 bps	24 bps

Performance Solutions' gross profit for 2017 increased by 5% on a reported and constant currency basis. The constant currency increase in gross profit was primarily driven by higher net sales volume in our Assembly and Industrial Solutions businesses and $11.7 million in inventory step-up amortization in the prior year which did not recur in 2017. The increase was partially offset by higher raw material costs ~~are adjusted accordingly,~~in our Graphics business and metals prices across our businesses. Gross margin erosion was primarily driven by declines in our Graphics Solutions business, as well as product mix and higher raw material and metals costs in our Assembly Solutions business.

Agricultural Solutions' gross profit for 2017 increased by 6% (5% at constant currency). The constant currency increase was largely a result of overall top line growth, particularly in the fourth quarter, an increased focus on selling higher-margin products, notably from our BioSolutions portfolio, in Europe, Latin America and North America, a change in our selling strategy of certain lower-margin businesses in West Africa, as well as new geographic expansions, primarily in Europe. Gross margin expansion was largely the result of higher-margin new product introductions, particularly in Latin America and North America, and cost savings associated with sourcing raw materials, partially offset by the pricing pressures in Latin America and the U.S.

Selling, Technical, General and Administrative Expense (STG&A)



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
STG&A
Performance Solutions	$	504.1	$	504.3	—%	—%
Agricultural Solutions	525.3		518.1		1%	(1)%
Corporate	79.9		100.9		(21)%	(21)%
Total	$	1,109.3	$	1,123.3	(1)%	(2)%

STG&A as % of net sales
Performance Solutions	26.8%		28.5%		(165) bps	(169) bps
Agricultural Solutions	27.7%		28.5%		(85) bps	(103) bps
Total	29.4%		31.3%		(195) bps	(204) bps

Agricultural Solutions' STG&A for 2017 increased by 1% (decreased by 1% at constant currency). The constant currency decrease was primarily due to cost reduction initiatives in Europe and Latin America, offset by higher costs associated with non-recourse factoring programs, costs associated with the ~~cumulative effect~~termination of ~~such~~ a ~~change~~supply agreement related to the CAS Acquisition, and costs associated with expansion of certain European markets.

Corporate STG&A for 2017 decreased by 21% on ~~current~~a reported and ~~prior periods being recognized~~constant currency basis. The decrease was primarily due to lower acquisition and integration costs associated with previous Acquisitions, and legal expenses which did not recur in ~~compensation cost~~2017, partially offset by costs associated with the Proposed Separation of our Agricultural Solutions business.

Research and Development (R&D)



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
R&D
Performance Solutions	$	46.4	$	45.0	3%	4%
Agricultural Solutions	52.0		39.4		32%	28%
Total	$	98.4	$	84.4	17%	15%

R&D as % of net sales
Performance Solutions	2.5%		2.5%		(7) bps	(5) bps
Agricultural Solutions	2.7%		2.2%		57 bps	53 bps
Total	2.6%		2.4%		25 bps	24 bps

Performance Solutions' R&D for 2017 increased by 3% (4% at constant currency) due to timing of various projects.

Agricultural Solutions' R&D for 2017 increased by 32% (28% at constant currency), driven primarily by investments in ~~the period~~new development projects aimed at enhancing our product portfolio in targeted areas of ~~the change. Compensation costs for stock options are recorded ratably over the vesting term of the options, effected for forfeitures as they occur.~~focus.

~~Earnings (Loss) per Share~~

Basic earnings (loss) per share of common stock excludes dilution and is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share of common stock reflects the potential dilution that could occur if our outstanding equity instruments, under which additional shares of common stock could be issued, were exercised or converted into shares of common stock, including such effects the exercise or conversion has on earnings. The treasury method is used to determine the dilutive impact of outstanding stock options and RSU awards, while the if-converted method is used to determine the dilutive impact of outstanding convertible securities.

~~Goodwill~~50

Goodwill ~~is tested for~~ impairment ~~at the reporting unit level annually, or when events or changes in circumstances indicate that goodwill might be impaired. Our reporting units are determined based upon~~



	Year Ended December 31,
($ amounts in millions)	2017		2016
Goodwill impairment
Performance Solutions	$	—	$	46.6
Agricultural Solutions	160.0		—
Total	$	160.0	$	46.6

As a result of our ~~organizational structure in place at the date of the goodwill impairment test.~~

For goodwill, a two-step impairment test is performed at the reporting unit level. In the first step of impairment testing, the fair value of each reporting unit is compared to its carrying value. The fair value of each reporting unit is determined based on the present value of discounted future cash flows. Excluding certain nonrecurring charges, the discounted cash flows are prepared based upon cash flows at the reporting unit level. The cash flow model utilized in theannual goodwill impairment test involves significant judgments related to future growth rates, discount rates and tax rates, among other considerations. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and no further testing is required. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value,in 2017, we recorded an impairment charge ~~is recorded equal~~in the Agricultural Solutions segment of $160 million related to our Agro Business reporting unit. This charge was driven by the impact of a delayed agricultural market recovery, which resulted in lower expectations for future profitability and cash flows as compared to the ~~difference.~~ expectations of the 2016 annual goodwill impairment test.

~~During the fourth quarter~~As a result of our annual goodwill impairment test in 2016, we ~~performed our annual impairment test as of October 1, 2016 for our six reporting units which resulted in~~recorded an impairment charge in the Performance Solutions segment of $46.6 million related to the Offshore Solutions reporting unit as a result of ~~continuing~~previously weak oil prices.

Operating Profit



	Year ended December 31,						Change
($ amounts in millions)	2017			2016			Reported	Constant Currency
Operating profit
Performance Solutions	$	263.2		$	180.9		45%	46%
Agricultural Solutions	38.0			173.4			(78)%	(74)%
Corporate	(79.9		)	(100.9		)	(21)%	(21)%
Total	$	221.3		$	253.4		(13)%	(9)%

Operating Margin
Performance Solutions	14.0%			10.2%			379 bps	389 bps
Agricultural Solutions	2.0%			9.5%			(755) bps	(711) bps
Total	5.9%			7.1%			(121) bps	(94) bps

Other (Expense) Income, net



	Year Ended December 31,
($ amounts in millions)	2017			2016
Interest expense, net	$	(341.6	)	$	(375.7	)
Foreign exchange loss	(107.5		)	(14.1		)
Other (expense) income, net	(61.2		)	88.3
Total	$	(510.3	)	$	(301.5	)

Interest Expense, Net

Foreign Exchange Loss

Other (expense) income, net

Income Tax



	Year Ended December 31,
($ amounts in millions)	2017			2016
Income tax expense	$	(6.6	)	$	(28.6	)
Effective tax rate	(2.3		)%	(59.5		)%

Other Comprehensive (Loss) Income

Segment Performance

Adjusted EBITDA



	Year Ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
Adjusted EBITDA:
Performance Solutions	$	432.7	$	401.3	8%	8%
Agricultural Solutions	388.2		368.2		5%	6%
Total	$	820.9	$	769.5	7%	7%

For 2017 and 2016, corporate costs allocated to each segment totaled $31.4 million and $32.8 million, respectively.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Net Sales



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Performance Solutions	$	1,770.1	$	800.8	121%	123%	1%
Agricultural Solutions	1,815.8		1,741.5		4%	6%	3%
Total	$	3,585.9	$	2,542.3	41%	43%	2%

Performance Solutions' net sales for 2016 increased by 121% (123% on a constant currency and 1% on an organic basis) compared to the prior period. The increase in organic net sales was driven by growth in global paste solder product demand in Assembly Solutions, share gains in industrial product offerings sold into the automotive supply chain in Asia, specifically in China, and a recovery of product demand in Electronic Solutions in the second half of 2016. Organic sales growth in these businesses was partially offset by under-performance in Offshore Solutions due to softness in the oil and gas end market as declines in oil prices resulted in reduced capital investment and project startup delays. The impact of oil prices was twofold: (1) reduced demand for offshore production control and drilling fluids, and (2) reduced demand for plating chemistry sold into the supply chain for onshore oil production rigs and stripping/cleaning chemistry utilized in polyethylene terephthalate recycling.

Agricultural Solutions' net sales for 2016 increased by 4% (6% on a constant currency and 3% on an organic basis) compared to the prior period. The increase in organic net sales was driven by volume growth in our insecticide and herbicide businesses in Latin America and Europe, our anti-malarial insecticides in Africa, and our BioSolutions business. The volume growth was primarily boosted by several new product launches and continued focus on promoting proprietary brands. These effects were partially offset by lower volumes in North America, mainly due to low commodity prices, declining farmer incomes and soft demand for crop protection products, as well as our continued integration efforts to reduce volumes related to low-margin products across geographic markets. Additionally, although generic competition and low commodity prices led to some pricing pressure, overall Agricultural Solutions achieved an improvement in pricing driven primarily by Latin America and Europe.

Gross Profit



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Gross profit
Performance Solutions	$	776.8	$	387.9	100%	103%	1%
Agricultural Solutions	730.9		604.0		21%	23%	19%
Total	$	1,507.7	$	991.9	52%	55%	12%

Gross margin
Performance Solutions	43.9%		48.4%		(455) bps	(441) bps	(91) bps
Agricultural Solutions	40.3%		34.7%		557 bps	554 bps	554 bps
Total	42.0%		39.0%		303 bps	309 bps	381 bps

Performance Solutions' gross profit for 2016 increased by 100% (103% at constant currency and 1% on an organic basis). The organic gross profit increase was driven by gross margin expansion resulting from lower raw material costs, some of which were achieved through synergies, as well as favorable product mix, partially offset by lower sales volume from Offshore Solutions. The most significant growth came from our higher-margin advanced Electronics Solutions and Industrials Solutions product lines, particularly in Asia.

Agricultural Solutions' gross profit for 2016 increased by 21% (23% at constant currency and 19% on an organic basis). The increase was largely a result of $58.0 million of inventory step-up amortization in 2015 which did not recur in 2016. The gross profit increase was also driven by a broad increase in sales volumes, including higher relative growth in our BioSolutions products, which generate, on average, higher margins, as well as procurement savings, driven by our ongoing integration and synergy efforts. We continued to see favorable effects from improved procurement trends, product mix, the impact of our proprietary product portfolio, and growth in the niche markets in which we operate.

Selling, Technical, General and Administrative Expense (STG&A)



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
STG&A
Performance Solutions	$	504.3	$	242.6	108%	110%	13%
Agricultural Solutions	518.1		488.5		6%	9%	3%
Corporate	100.9		126.4		(20)%	(20)%	(20)%
Total	$	1,123.3	$	857.5	31%	33%	2%

STG&A as % of net sales
Performance Solutions	28.5%		30.3%		(180) bps	(177) bps	286 bps
Agricultural Solutions	28.5%		28.1%		48 bps	67 bps	67 bps
Total	31.3%		33.7%		(240) bps	(233) bps	(30) bps

Performance Solutions' STG&A for 2016 increased by 108% (110% at constant currency and 13% on an organic basis). The organic increase was driven by charges associated with integration activities and higher debt refinancing costs.

Agricultural Solutions' STG&A for 2016 increased by 6% (9% at constant currency and 3% on an organic basis). The increase was driven primarily by a modest increase due to price inflation related to wages in developing markets, investments in infrastructure in support of growth in the business, continued integration expenses, and higher costs associated with non-recourse factoring programs. The increase was partially offset by savings from headcount reductions associated with synergies achieved in our operations in Africa and Europe and a decline in restructuring expenses related to the acquisitions within this segment.

Research and Development Expense



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
R&D
Performance Solutions	$	45.0	$	25.4	77%	78%	(12)%
Agricultural Solutions	39.4		37.4		5%	5%	(4)%
Total	$	84.4	$	62.8	34%	35%	(7)%

R&D as % of net sales
Performance Solutions	2.5%		3.2%		(63) bps	(64) bps	(47) bps
Agricultural Solutions	2.2%		2.1%		2 bps	(2) bps	(2) bps
Total	2.4%		2.5%		(12) bps	(15) bps	(23) bps

Performance Solutions' R&D for 2016 increased by 77% (78% at constant currency and decreased by 12% on an organic basis). The organic decrease was driven by integration activities which have reduced research and innovation-related operating costs.

Agricultural Solutions' R&D for 2016 increased by 5% (5% at constant currency and decreased by 4% on an organic basis). The decrease was driven in part the phasing of studies in the segment's development pipeline.

Goodwill Impairment



	Year Ended December 31,
($ amounts in millions)	2016		2015
Goodwill impairment	$	46.6	$	—

Based on the result of our annual goodwill impairment test, we recorded an impairment charge in the Performance Solutions segment of $46.6 million related to the Offshore Solutions reporting unit as a result of previously weak oil prices. We ~~are now experiencing~~experienced the impact on our results, which slightly ~~lag~~lagged the overall industry, as this ultimately ~~has~~ caused the industry to depress its overall investments. ~~There~~

Operating Profit



	Year ended December 31,						Change
($ amounts in millions)	2016			2015			Reported	Constant Currency	Organic
Operating profit
Performance Solutions	$	180.9		$	119.9		51%	55%	(50)%
Agricultural Solutions	173.4			78.6			120%	121%	134%
Corporate	(100.9		)	(126.9		)	(20)%	(20)%	(20)%
Total	$	253.4		$	71.6		253%	260%	77%

Operating Margin
Performance Solutions	10.2%			15.0%			(475) bps	(460) bps	(967) bps
Agricultural Solutions	9.5%			4.5%			504 bps	486 bps	486 bps
Total	7.1%			2.8%			425 bps	427 bps	245 bps

Performance Solutions' operating profit for 2016 increased by 51% (55% at constant currency and decreased 50% on an organic basis), representing an operating margin of 10.2%. The decrease in organic operating profit was due primarily to the 2016 Offshore

Solutions goodwill impairment charge of $46.6 million, and higher STG&A expenses, partially offset by the aforementioned gross profit increases.

Agricultural Solutions' operating profit for the 2016 increased by 120% (121% at constant currency and 134% on an organic basis), representing an operating margin of 9.5%. The increase in operating profit was due in part to $58.0 million of inventory step-up amortization in 2015 which did not recur in 2016. Operating profit improvements were nodriven primarily by the increase in gross profits resulting from management's continued focus on sales of higher margin products.

Other (Expense) Income, net



	Year Ended December 31,
($ amounts in millions)	2016			2015
Interest expense, net	$	(375.7	)	$	(213.9	)
Foreign exchange loss	(14.1		)	(43.4		)
Other income (expense), net	88.3			(43.6		)
Total	$	(301.5	)	$	(300.9	)

Interest Expense, Net

Net interest expense for 2016 totaled $376 million, as compared to $214 million for 2015, representing an increase of $162 million. The increase related primarily to interest charges resulting from incremental debt facilities used to fund the Alent Acquisition. The increase was also driven by a full quarter of interest expense in the first quarter of 2016 related to incremental debt facilities used to fund the Arysta Acquisition completed on February 13, 2015.

Foreign Exchange Loss

Foreign exchange losses for 2016 and 2015 totaled $14.1 million, and $43.4 million, respectively, representing a decrease of $29.3 million. The year-over-year change is due primarily to the remeasurement of foreign denominated debt to U.S. dollar and transactional foreign exchange on intercompany balances.

Other Income (Expense), Net

Other income, net for 2016 totaled $88.3 million, as compared to other ~~impairments~~expense, net of ~~goodwill~~$43.6 million for 2015, representing an increase of $132 million. The increase was primarily driven by the recognition of a gain of $103 million from the settlement agreement with the Arysta Seller in 2016, which was partially offset by a $5.0 million loss associated with the remeasurement of the Series B Convertible Preferred Stock redemption liability and $11.3 million of expense related to the write-off of deferred financing fees and original issuance discount from the refinancing of our term loans in the fourth quarter of 2016. Additionally, during 2015 there was a $73.7 million loss associated with a deal-contingent forward contract settlement in 2015, which was partially offset by a legal settlement gain totaling $17.7 million.

Income Tax Expense



	Year Ended December 31,
($ amounts in millions)	2016			2015
Income tax expense	$	(28.6	)	$	(75.1	)
Effective tax rate	(59.5		)%	(32.8		)%

The income tax expense for 2016 totaled $28.6 million, as compared to $75.1 million for 2015. Our effective tax rate for 2016 was (59.5)% on pre-tax losses of $48.1 million. The difference between the statutory and effective tax rates for 2016 primarily related to $68.4 million of tax expense for an increase in valuation allowances, $29.0 million on tax expense for earnings of foreign subsidiaries taxable in the U.S. and $26.8 million of tax expense for undistributed foreign earnings. Offsetting these items were $34.3 million of tax benefit related to the settlement gain of the Series B Convertible Preferred Stock, which was treated as a non-taxable purchase price adjustment, $24.5 million for the impact of transaction costs and a $24.1 million reduction in tax reserves for prior period positions based on a reassessment of the uncertainty. The difference between the statutory and effective tax rates

for 2015 primarily related to $72.6 million of tax expense for an increase in valuation allowances, non-deductible transaction-related costs of $40.5 million and $27.5 million of tax expense for an increase in tax reserves for tax uncertainties.

The change in the effective tax rate from (32.8)% for 2015 to (59.5)% for 2016 was attributable to the disproportionate change in pre-tax income, the net change in tax uncertainties, the net change in valuation allowances, the settlement gain of the Series B Convertible Preferred Stock and the expense attributable to undistributed foreign earnings.

Other Comprehensive (Loss) Income

Other comprehensive income for 2016 totaled $214 million, as compared to other comprehensive losses of $796 million in the prior year. The change was driven primarily by foreign currency translation gains associated with the Brazilian Real, British Pound, and Japanese Yen, partially offset by adverse effects associated with changes in the Mexican Peso and Chinese Yuan.

Adjusted EBITDA



	Year Ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Adjusted EBITDA:
Performance Solutions	$	401.3	$	224.3	79%	86%	9%
Agricultural Solutions	368.2		343.4		7%	7%	6%
Total	$	769.5	$	567.7	36%	38%	8%

For 2016, corporate costs allocated to each segment totaled $32.8 million. For 2015, corporate allocations totaled $12.0 million for Performance Solutions and $36.0 million for Agricultural Solutions.

Performance Solutions' Adjusted EBITDA for 2016 increased by 79% (86% at constant currency and 9% on an organic basis). The organic increase was driven primarily by gross margin expansion resulting from lower raw material costs, some of which were achieved through synergies, as well as favorable product mix, partially offset by lower sales volume from Offshore Solutions.

Agricultural Solutions' Adjusted EBITDA for 2016 increased by 7% (7% at constant currency and 6% on an organic basis) due primarily to volume growth in Latin America and Europe, including higher relative growth in our higher margin BioSolutions products. The increase was also driven by favorable effects from improved procurement trends, product mix, the impact of our proprietary product portfolio, and growth in the certain niche markets. These increases were partially offset by lower demand in North America driven by weaker market conditions.

Liquidity and Capital Resources

At December 31, 2017, our indebtedness totaled $5.48 billion, primarily as a result of our historical acquisition activity, with expected interest payments in the range of approximately $275 million per year over the next two years. Our first significant principal debt payments, totaling $1.33 billion, are due in 2020 and represent principal payments at maturity associated with a portion of our outstanding term loans under our Amended and Restated Credit Agreement. Our primary sources of liquidity during 2017 were periodic borrowings under our Revolving Credit facility and available cash generated from operations. Our primary uses of cash and cash equivalents were to fund operations, working capital, capital expenditures, and debt service obligations. We believe that our cash and cash equivalents and cash generated from operations, supplemented by our availability under our lines of credit, including our Revolving Credit Facility, will be sufficient to meet our working capital needs, interest payments, capital expenditures, and other business requirements for at least the next twelve months. However, working capital cycles and future acquisitions may require future debt and/or equity offerings. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt and raise equity under terms that are favorable to us.

During 2017, approximately 83% of our revenue was generated from non-U.S. operations. We expect to continue to generate significant revenue from non-U.S. operations and expect a substantial portion of our cash to be held predominantly by our foreign subsidiaries. We expect to manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We may transfer cash from certain international subsidiaries to the U.S. and other international subsidiaries when we believe it is cost effective to do so.

We continually review our domestic and foreign cash profile, expected future cash generation and investment opportunities, which support our current designation of a portion of these funds as being indefinitely reinvested and reassess whether there is a demonstrated need to repatriate funds held internationally. If, as a result of our review, it is determined that all or a portion of the funds require repatriation, we may be required to accrue additional foreign taxes. Of our $478 million of cash and cash equivalents at December 31, 2017, $431 million was held by our foreign subsidiaries. See Note 11, Income Taxes, to our Consolidated Financial Statements for further discussion of income taxes on remaining undistributed foreign earnings.

The following is a summary of our cash flows provided by (used in) operating, investing and financing activities during the periods indicated:



	Year Ended December 31,
($ amounts in millions)	2017			2016			2015
Cash and cash equivalents, beginning of the period	$	422.6		$	432.2		$	397.3
Cash provided by operating activities	182.1			184.8			320.9
Cash used in investing activities	(92.6		)	(74.7		)	(4,256.5		)
Cash (used in) provided by financing activities	(67.4		)	(102.2		)	4,001.2
Exchange rate impact on cash and cash equivalents	33.1			(17.5		)	(30.7		)
Cash and cash equivalents, end of the period	$	477.8		$	422.6		$	432.2

Year Ended December 31, 2017 compared to the Year Ended December 31, 2016

Operating Activities

For 2017, we generated cash flows from operating activities of $182 million, compared to $185 million in cash for 2016. Higher cash operating profits (net loss adjusted for non-cash items), which included $43.7 million of cash outflows related to a tender offer premium on our 2017 Notes Offerings, were partially offset by higher working capital requirements. The increase in working capital was due, in part, to the buildup of inventory in connection with Performance Solution's facility rationalization initiatives, as well as increases due to stronger fourth quarter sales in our Agricultural Solutions business in 2017, partially offset by the impact of a new factoring program in Europe.

Investing Activities

Financing Activities

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Operating Activities

For 2016, we generated cash flows from operating activities of $185 million, compared to $321 million in cash for 2015. This year-over-year change was driven primarily by higher cash operating profits (net loss adjusted for non-cash items), partially offset by an increased use of cash in working capital as well as higher interest and tax payments. The increase in working capital, largely due to accounts payable, was primarily due to the timing of the close of the Arysta Acquisition in February 2015 and ~~2014.~~

~~Within~~ the ~~Performance Solutions segment, we used a discounted cash flow analysis and considered guideline company and guideline transaction information, where available, to aid~~working capital seasonality in ~~the valuation of the reporting units. The discount rates used ranged from 9% to 10% and the annual long term revenue growth rates assumptions are between 2% and 6.5%.~~

~~Additionally, as of the assessment date of October 1, 2016, the excess of the fair value of the Agro Business, a reporting unit within~~ the Agricultural Solutions ~~segment, over its carrying value~~segment. Typically, the segment's working capital is a use of cash at the beginning of the year and a source of cash at the end of the year.

Investing Activities

Net cash flows used in investing activities for 2016 totaled $74.7 million, compared to $4.26 billion for 2015. During 2015, we used net cash of $4.60 billion to fund the Arysta, Alent and OMG Acquisitions. Additional acquisition-related activity during 2015 included a $600 million release of restricted cash, partially offset by a note in the amount of $125 million issued to an unrelated third-party and an unfavorable settlement of foreign exchange contracts for $73.7 million, which effectively increased the purchase price of Alent. There was ~~21.7%. Goodwill assigned~~no significant, comparable acquisition-related activity during 2016. Capital expenditures increased by approximately $8.4 million during 2016 compared to 2015, primarily in support of operational expansion, and there was a $2.0 million decline in investments in, and renewals of, product registrations.

Financing Activities

Net cash flows used in financing activities for 2016 totaled $102 million, compared to $4.00 billion of cash generated for 2015. The primary sources of cash from financing activity during 2016 were proceeds from Amendments No. 5 and 6 to our Amended and Restated Credit Agreement of $3.30 billion and the September 2016 Equity Offering of 48,787,878 shares of our common stock which raised net proceeds of $392 million. These proceeds were used for the refinancing of our term loans of $3.31 billion and for the settlement of our previously-disclosed make-whole obligation related to our Series B Convertible Preferred Stock with a cash payment of $460 million to the ~~Agro Business reporting unit totaled $2.08~~Series B Convertible Preferred Stock holders. The primary sources of cash from financing activity during 2015 were $3.92 billion from the extension of new term loans and the issuance of our Senior Notes, and $470 million as net proceeds from the June 2015 Equity Offering of 18,226,414 shares of our common stock, offset in part by $87.0 million of financing fees paid. These proceeds were used to fund our 2015 acquisition activity. Additionally, for 2016, we had net draws on our various lines of credit, short-term debt facilities, and overdraft facilities of $54.0 million, compared to net payments of $12.4 million in 2015.

Pension Plans

We maintain "Domestic Pension Plans," which consist of a non-contributory domestic defined benefit pension plan and a SERP plan. These plans are closed to new participants and plan benefits associated with all current participants have been frozen. We also maintain "Foreign Pension Plans," which consist retirement and death benefit plans covering employees in Taiwan and certain former employees in Germany, as well as longevity plans covering employees in France, which have been deemed immaterial, individually and in the aggregate.

The expected long-term rate of return on assets assumption is developed with reference to historical returns, forward-looking return expectations, the Domestic and Foreign Pension Plans' investment allocations, and peer comparisons. We used a long-term rate of return on plan assets of 5.9% and 2.3% for our Domestic and Foreign Pension Plans, respectively to determine our net periodic pension expense for 2017. The discount rate used to value the pension obligation was developed with reference to a number of factors, including the current interest rate environment, benchmark fixed-income yields, peer comparisons, and expected future pension benefit payments. Discount rates of 3.7% and 3.0% were established for the Domestic Pension Plan and Foreign Pension Plans, respectively, at December 31, 2017, compared to rates of 4.2% and 2.3% established for those respective plans at December 31, 2016. ~~In 2015,~~We evaluate the ~~excess~~Pension Plans' actuarial assumptions on an annual basis, including the expected long-term rate of return on assets and discount rates. A one percent increase in the discount rate would increase (decrease) the pension plan expense and pension benefit obligation by approximately $0.9 million and $(28.3) million, respectively, whereas a one percent decrease in the discount rate would (decrease) increase the pension plan expense and pension benefit obligation by approximately $(0.4) million and $34.5 million, respectively.

markets. Our investment policies attempt to achieve a mix of approximately 50% of plan investments for long-term growth, 49% for liability-matching assets and 1% for near-term benefit payments. The weighted average asset allocation of the Domestic Pension Plans was ~~16.1%. Goodwill assigned~~49% fixed income mutual fund holdings, 27% equity securities, 19% limited partnership interests and managed equity funds, 4% collective investment funds and 1% cash at December 31, 2017.

The Domestic Pension Plans were underfunded by $26.6 million at December 31, 2017 compared to $36.9 million at December 31, 2016. The improved funding position of $10.3 million was primarily driven by a $29.8 million gain on plan assets and a $3.1 million employer contribution, partially offset by $13.8 million of actuarial loss due to plan experience and $8.8 million of interest costs.

The Foreign Pension Plans were underfunded by $21.2 million at December 31, 2017 compared to $18.0 million at December 31, 2016, representing a decrease in funding status of $3.2 million.

Contributions to the ~~Agro Business reporting unit totaled $1.87 billion as of~~Pension Plans during 2018 are not expected to be material. While we do not currently anticipate any, additional future material contributions may be required in order to maintain appropriate funding levels within our plans.

Financial Borrowings

Credit Facilities

At December 31, ~~2015. The primary components~~2017, we had $5.48 billion of indebtedness, which primarily included:

$2.28 billion of Senior Notes;

$3.15 billion of term debt arrangements outstanding under our First Lien Credit Facility; and

$28.5 million of borrowings under local and ~~assumptions used~~revolving lines of credit.

Availability under our Revolving Credit Facility and various lines of credit and overdraft facilities totaled $606 million at December 31, 2017 (including $18.6 million of stand-by letters of credit which reduced the borrowings available under our Revolving Credit Facility).

Covenants

~~Valuation Techniques~~ ~~- The Company uses a discounted~~excess cash flow, ~~analysis, which requires assumptions about short and long-term net cash flows, growth rates,~~both calculated as ~~well as discount rates. Additionally, the Company considers guideline company and guideline transaction information, where available, to aid~~set forth in the ~~valuation~~Amended and Restated Credit Agreement, of 75% with step-downs to 50%, 25% and 0% based on the ~~reporting units.~~applicable first lien net leverage ratio on the prepayment date. At December 31, 2017, we were in compliance with the debt covenants contained in our Credit Facilities.

~~Growth Assumptions~~ - Multi-year financial forecasts are developed for each reporting unit by considering several key business drivers such as new business initiatives, client service and retention standards, market share changes, historical performance, and industry and economic trends, among other considerations. The annual long term growth rates used in 2016 for the initial 8 year period ranged from 0.6% to 5.7% for the Agro Business. The long-term growth rate used in 2016 in determining the terminal value of the Agro Business were estimated at 3.0%.

The annual revenue growth rates used in 2015 for the initial 8 year period ranged from 1.3% to 7.2% for the Agro Business. The long-term growth rate used in 2015 in determining the terminal value of the Agro Business was estimated at 3.0%.

Contractual Obligations and Commitments

~~Discount Rate Assumptions~~ ~~- Discount rates were estimated based on a Weighted Average Cost~~We own most of ~~Capital, or WACC. The WACC combines~~our major manufacturing facilities, but we do lease certain offices, manufacturing factories, warehouse spaces and land, as well as other equipment primarily under non-cancelable operating leases.

Summarized in the ~~required return on equity, based on a Modified Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, small stock risk premium~~table below are our obligations and a company specific risk premium, with the cost of debt, based on BBB-rated corporate bonds, adjusted using an income tax factor. The calculation resulted in a WACC rate for the Agro Business of 9.0% and 10.0% for 2016 and 2015, respectively.commitments at December 31, 2017:



		Payment Due by Period
($ amounts in millions)		2018		2019		2020		2021		2022		Thereafter		Total
Long-term debt	⁽¹⁾	$	—	$	—	$	1,330.8	$	1,854.4	$	1,100.0	$	1,219.9	$	5,505.1
Operating leases	⁽²⁾	33.0		25.0		19.6		13.9		12.1		28.9		132.5
Interest payments (net of interest rate swap effects)	⁽³⁾	276.7		276.7		247.6		212.2		111.0		155.1		1,279.3
Long-term contingent consideration	⁽⁴⁾	—		—		—		100.0		—		—		100.0
Principal payments on capital leases		0.7		0.6		0.5		0.5		0.4		1.6		4.3
Purchase obligations	⁽⁵⁾	72.2		1.1		0.2		—		—		—		73.5
Other long term obligations	⁽⁶⁾	8.9		4.2		—		—		—		13.3		26.4
Total cash contractual obligations		$	391.5	$	307.6	$	1,598.7	$	2,181.0	$	1,223.5	$	1,418.8	$	7,121.1

⁽¹⁾

Reflects the principal payments on long-term debt. In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.1 billion, 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately $1.85 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021, as currently presented in the table above.


⁽²⁾	Reflects periodic payments made in accordance with operating lease agreements.


⁽³⁾	Amounts are based on currently applicable interest rates in the case of variable interest rate debt and associated floating and floor legs of the interest rate swaps.


⁽⁴⁾	Reflects the maximum payout in 2021 of 100% of long-term contingent consideration related to the MacDermid Acquisition. At December 31, 2017, the long-term contingent consideration related to the MacDermid Acquisition was valued at $79.2 million. See Note 13, Financial Instruments, to the Consolidated Financial Statements included in this 2017 Annual Report for additional information.


⁽⁵⁾	Purchase obligations represent amounts committed under legally enforceable supply agreements and non-cancelable purchase contracts. We do not include purchase obligations that can be canceled with a nominal fee.


⁽⁶⁾	Other long-term obligations consist of asset retirement obligations, or AROs.

~~Estimated Fair Value~~Benefit payments related to our defined benefit plans are included in Note 10, Pension, Post-Retirement and ~~Sensitivitie~~Post Employment Plans~~s - The estimated fair value of each reporting unit is derived~~, to the Consolidated Financial Statements included in this 2017 Annual Report, and are excluded from the ~~valuation techniques described~~table above. ~~The estimated fair value of each reporting unit is analyzed in relation~~

To the extent we can reliably determine when payments will occur pertaining to ~~numerous market~~our $90.3 million unrecognized tax benefit liabilities and ~~historical factors, including current economic and market conditions, company-specific growth opportunities, and guideline company information.~~

~~The estimated fair value of a reporting unit is highly sensitive to changes in these estimates and assumptions; therefore, in some instances, changes in these assumptions may impact whether~~$28.3 million environmental liability, the fair value of a reporting unit is greater than its carrying value. Platform performed sensitivity analysis around these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values. In 2016, based on a sensitivity analysis performed for the Agro Business reporting unit, a 1% increase in WACC or a 1% decreaserelated amounts will be included in the terminal value does not result in the carrying value being greater than the fair value. In 2015, based on the sensitivity analysis performed for the Agro Business reporting unit, a 1% decrease in the terminal growth rate did not result in the carrying value exceeding its fair value, however, a 1% increase in the WACC rate would have resulted in the carrying value of the net assets to exceed their fair value, which would then make it necessary to proceedtable above. However, due to the ~~second step~~high degree of uncertainty regarding the ~~impairment test.~~

~~Indefinite-Lived Intangible Assets~~

~~Indefinite-lived intangible assets (including our tradenames) are reviewed for~~timing of potential impairment on an annual basis, in the fourth quarter as of October 1, or more frequently when events or circumstances indicate that such assets may be impaired, by comparing their estimated fair values to their carrying values. An impairment charge is recognized when the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value. We use the “relief from royalty” method to estimate the fair value of tradename intangible assets for impairment. The primary assumptions used to estimate the present value of cash flows from such assets include sales projections and growth rates being applied to a prevailing market-based royalty rate, the effects of which are then tax effected using a market participant corporate tax rate, and discounted using the WACC. The WACC combines a required return on equity, based on a Modified Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, small stock risk premium, and a company specific risk premium, with the cost of debt based on BBB rated corporate bonds, adjusted using an income tax factor. Assumptions concerning sales projections are impacted by the uncertain nature of global and local economic conditions in the various markets we serve.

~~Long-Lived Assets Including Finite-Lived Intangible Assets~~

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which currently range from 8 to 30 years for customer lists, 5 to 14 years for developed technology, 5 to 20 years for tradenames, and 1 to 5 years for non-compete agreements. If circumstances require a long-lived asset group to be tested for possible impairment, we first determine whether the estimated undiscounted future cash flows ~~expected~~associated with such liabilities at December 31, 2017, we are unable to ~~result~~make a reliable estimate as to the timing of such payments, and are therefore excluded from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment is identified, the carrying value of the asset is reduced to its estimated fair value based on a discounted cash flow approach, or, when available and appropriate, based on comparable market values.table above.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement ~~bases~~basis and the tax bases of assets, liabilities, net operating losses and tax credit ~~carry-forwards.~~carryforwards. A valuation allowance is required to be recognized to reduce the recorded deferred tax asset to the amount that will more likely than not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income by jurisdiction during the periods in which those temporary differences become deductible or when ~~carry-forwards~~carryforwards can be utilized. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in this assessment. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences and ~~loss~~ carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Considering that the TCJA was enacted on December 22, 2017, the effect would normally be required to be recognized in the fourth quarter of 2017. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to address the application of GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA.

We are subject to income taxes in the United States and ~~numerous~~in various states and foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. The first step in evaluating the tax position for recognition is to determine the amount of evidence that supports a favorable conclusion for the tax position upon audit. In order to recognize the tax position, we must determine whether it is more likely than not that the position is sustainable. The final evaluation step is to measure the tax benefit as the largest amount that has a more than 50% chance of being realized upon final settlement. Although we believe that the positions taken on income tax matters are reasonable, we establish tax reserves in recognition that various taxing authorities may challenge certain of those positions taken, potentially resulting in additional tax liabilities.

~~The Company accrues for non-income tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated.~~

~~Employee Benefits and Pension Obligations~~

Amounts recognized in our audited Consolidated Financial Statements related to pension and other post-retirement benefits are determined from actuarial valuations. Inherent in such valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could be settled, rates of increase in future compensation levels, and mortality rates. These assumptions are updated annually and are disclosed in Note 7, ~~Pension, Post-Retirement and Post-Employment Plans~~, to the Consolidated Financial Statements included in this 2016 Annual Report. In accordance with GAAP, actual results that differ from the assumptions are accumulated in other comprehensive income and amortized over future periods and, therefore, affect expense recognized.

With respect to U.S. plans, our investment policies incorporate an asset allocation strategy that emphasizes the long-term growth of capital and acceptable asset volatility as long as it is consistent with the volatility of the relevant market indexes. The investment policies attempt to achieve a mix of approximately 70% of plan investments for long-term growth and 30% for near-term benefit payments. We believe this strategy is consistent with the long-term nature of plan liabilities and ultimate cash needs of the plans. Plan assets consist primarily of corporate bond mutual funds, limited partnership interests, listed stocks and cash. The corporate bond mutual funds held by the pension plan include primarily corporate bonds from companies from diversified industries located in the United States. The listed stocks are investments in large-cap and mid-cap companies located in the United States. The assets from the limited partnership investments primarily include listed stocks located in the United States. The weighted average asset allocation of the Pension Plan was 21% equity securities, 35% limited partnership interests and managed equity funds, 19% bond mutual fund holdings and 5% cash at December 31, 2016. ROA assumptions are determined annually based on a review of the asset mix as well as individual ROA performances, benchmarked against indexes such as the S&P 500 Index and the Russell 2000 Index. In determining an assumed rate of return on plan assets, we consider past performance and economic forecasts for the types of investments held by the Pension Plan. The asset allocation strategy and ROA assumptions for the non-U.S. plans are determined based on similar set of criteria adapted for local investments, inflation rates and in certain cases specific government requirements.

~~Environmental Matters~~

We accrue for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in “Accrued expenses and other current liabilities” and “Other long-term liabilities” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the consolidated balance sheets as “Other current assets" and "Other assets."

contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.

Recent Accounting Pronouncements

A summary of recent accounting pronouncements inis included in Note 1,3, ~~Basis of Presentation and Summary of Significant~~Recent Accounting ~~Policies~~Pronouncements, to the Consolidated Financial Statements included in this 2017 Annual Report.

Results of Operations

The following table summarizes our results of operations for 2017, 2016 and 2015:



							% Change - 2017 vs 2016						% Change - 2016 vs 2015
($ amounts in millions)	2017			2016			Reported	Constant Currency	Organic	2015			Reported	Constant Currency	Organic
Net sales	$	3,775.9		$	3,585.9		5%	4%	4%	$	2,542.3		41%	43%	2%
Cost of sales	2,186.9			2,078.2			5%	4%		1,550.4			34%	36%
Gross profit	1,589.0			1,507.7			5%	5%		991.9			52%	55%
Selling, technical, general and administrative	1,109.3			1,123.3			(1)%	(2)%		857.5			31%	33%
Research and development	98.4			84.4			17%	15%		62.8			34%	35%
Goodwill impairment	160.0			46.6			(nm)	(nm)		—			(nm)	(nm)
Operating profit	221.3			253.4			(13)%	(9)%		71.6			(nm)	(nm)
Interest expense, net	(341.6		)	(375.7		)	(9)%			(213.9		)	76%
Other (expense) income, net	(168.7		)	74.2			(nm)			(87.0		)	(nm)
Loss before income taxes and non-controlling interest	(289.0		)	(48.1		)	(nm)			(229.3		)	(79)%
Income tax expense	(6.6		)	(28.6		)	(77)%			(75.1		)	(62)%
Net loss	$	(295.6	)	$	(76.7	)	(nm)			$	(304.4	)	(75)%

Adjusted EBITDA ⁽¹⁾	$	820.9		$	769.5		7%	7%		$	567.7		36%	38%

^(nm) Calculation not meaningful.

Non-GAAP Financial Measures

These non-GAAP financial measures, however, have limitations as analytical tools, and should not be considered in isolation from, or a substitute for, or superior to, the related financial information that we report in accordance with GAAP. The principal limitations of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements, and may not be comparable to similarly titled measures of other companies due to potential differences in the method of calculation between companies. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this 2017 Annual Report, and not to rely on any single financial measure to evaluate the Company’s businesses.

Adjusted EBITDA

more complete understanding of the long-term profitability trends of our business, and facilitates comparisons of our profitability to prior and future periods.

Constant Currency

Organic Results

The following tables reconcile GAAP net sales growth to organic sales growth for 2017 and 2016:



	Year ended December 31, 2017
	Reported Net Sales Growth	Impact of Currency	Metals	Acquisitions/Disposition	Organic Sales Growth
Performance Solutions	6%	—%	(1)%	—%	4%
Agricultural Solutions	4%	(2)%	—%	—%	3%
Total	5%	(1)%	(1)%	—%	4%



	Year ended December 31, 2016
	Reported Net Sales Growth	Impact of Currency	Metals	Acquisitions/Disposition	Organic Sales Growth
Performance Solutions	121%	2%	(2)%	(120)%	1%
Agricultural Solutions	4%	2%	—%	(3)%	3%
Total	41%	2%	—%	(40)%	2%

NOTE: Totals may not sum due to rounding.

For 2017, metals pricing and acquisitions benefited our Performance Solutions and consolidated results by $23.6 million and $2.8 million, respectively.

Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016

Net Sales



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency	Organic
Performance Solutions	$	1,878.6	$	1,770.1	6%	6%	4%
Agricultural Solutions	1,897.3		1,815.8		4%	3%	3%
Total	$	3,775.9	$	3,585.9	5%	4%	4%

Performance Solutions' net sales for 2017 increased by 6% (6% on a constant currency and 4% on an organic basis). Organic sales growth was driven primarily by strength in our Assembly and Industrial Solutions businesses, which contributed approximately 3% and 2% of growth to the segment, respectively. Organic sales growth in Assembly Solutions reflected higher sales volume across several product lines, including solder paste. Our Industrial Solutions’ organic sales growth was driven by higher sales volume across all regions, most notably in Europe and Asia. In addition, organic sales growth in our Electronics Solutions business contributed approximately 1% of growth to the segment, driven primarily by strong performance in the Asian smart phone and memory disk markets. Organic sales growth was partially offset by continued volume declines of flexographic printing plates within our Graphics Solutions business, which reduced organic segment sales growth by approximately 1%.

Gross Profit



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
Gross profit
Performance Solutions	$	813.8	$	776.8	5%	5%
Agricultural Solutions	775.2		730.9		6%	5%
Total	$	1,589.0	$	1,507.7	5%	5%

Gross margin
Performance Solutions	43.3%		43.9%		(57) bps	(49) bps
Agricultural Solutions	40.9%		40.3%		61 bps	95 bps
Total	42.1%		42.0%		4 bps	24 bps

Performance Solutions' gross profit for 2017 increased by 5% on a reported and constant currency basis. The constant currency increase in gross profit was primarily driven by higher net sales volume in our Assembly and Industrial Solutions businesses and $11.7 million in inventory step-up amortization in the prior year which did not recur in 2017. The increase was partially offset by higher raw material costs in our Graphics business and metals prices across our businesses. Gross margin erosion was primarily driven by declines in our Graphics Solutions business, as well as product mix and higher raw material and metals costs in our Assembly Solutions business.

Selling, Technical, General and Administrative Expense (STG&A)



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
STG&A
Performance Solutions	$	504.1	$	504.3	—%	—%
Agricultural Solutions	525.3		518.1		1%	(1)%
Corporate	79.9		100.9		(21)%	(21)%
Total	$	1,109.3	$	1,123.3	(1)%	(2)%

STG&A as % of net sales
Performance Solutions	26.8%		28.5%		(165) bps	(169) bps
Agricultural Solutions	27.7%		28.5%		(85) bps	(103) bps
Total	29.4%		31.3%		(195) bps	(204) bps

Research and Development (R&D)



	Year ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
R&D
Performance Solutions	$	46.4	$	45.0	3%	4%
Agricultural Solutions	52.0		39.4		32%	28%
Total	$	98.4	$	84.4	17%	15%

R&D as % of net sales
Performance Solutions	2.5%		2.5%		(7) bps	(5) bps
Agricultural Solutions	2.7%		2.2%		57 bps	53 bps
Total	2.6%		2.4%		25 bps	24 bps

Performance Solutions' R&D for 2017 increased by 3% (4% at constant currency) due to timing of various projects.

Goodwill impairment



	Year Ended December 31,
($ amounts in millions)	2017		2016
Goodwill impairment
Performance Solutions	$	—	$	46.6
Agricultural Solutions	160.0		—
Total	$	160.0	$	46.6

Operating Profit



	Year ended December 31,						Change
($ amounts in millions)	2017			2016			Reported	Constant Currency
Operating profit
Performance Solutions	$	263.2		$	180.9		45%	46%
Agricultural Solutions	38.0			173.4			(78)%	(74)%
Corporate	(79.9		)	(100.9		)	(21)%	(21)%
Total	$	221.3		$	253.4		(13)%	(9)%

Operating Margin
Performance Solutions	14.0%			10.2%			379 bps	389 bps
Agricultural Solutions	2.0%			9.5%			(755) bps	(711) bps
Total	5.9%			7.1%			(121) bps	(94) bps

Other (Expense) Income, net



	Year Ended December 31,
($ amounts in millions)	2017			2016
Interest expense, net	$	(341.6	)	$	(375.7	)
Foreign exchange loss	(107.5		)	(14.1		)
Other (expense) income, net	(61.2		)	88.3
Total	$	(510.3	)	$	(301.5	)

Interest Expense, Net

Foreign Exchange Loss

Other (expense) income, net

Income Tax



	Year Ended December 31,
($ amounts in millions)	2017			2016
Income tax expense	$	(6.6	)	$	(28.6	)
Effective tax rate	(2.3		)%	(59.5		)%

Other Comprehensive (Loss) Income

Segment Performance

Adjusted EBITDA



	Year Ended December 31,				Change
($ amounts in millions)	2017		2016		Reported	Constant Currency
Adjusted EBITDA:
Performance Solutions	$	432.7	$	401.3	8%	8%
Agricultural Solutions	388.2		368.2		5%	6%
Total	$	820.9	$	769.5	7%	7%

For 2017 and 2016, corporate costs allocated to each segment totaled $31.4 million and $32.8 million, respectively.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Net Sales



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Performance Solutions	$	1,770.1	$	800.8	121%	123%	1%
Agricultural Solutions	1,815.8		1,741.5		4%	6%	3%
Total	$	3,585.9	$	2,542.3	41%	43%	2%

Gross Profit



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Gross profit
Performance Solutions	$	776.8	$	387.9	100%	103%	1%
Agricultural Solutions	730.9		604.0		21%	23%	19%
Total	$	1,507.7	$	991.9	52%	55%	12%

Gross margin
Performance Solutions	43.9%		48.4%		(455) bps	(441) bps	(91) bps
Agricultural Solutions	40.3%		34.7%		557 bps	554 bps	554 bps
Total	42.0%		39.0%		303 bps	309 bps	381 bps

Selling, Technical, General and Administrative Expense (STG&A)



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
STG&A
Performance Solutions	$	504.3	$	242.6	108%	110%	13%
Agricultural Solutions	518.1		488.5		6%	9%	3%
Corporate	100.9		126.4		(20)%	(20)%	(20)%
Total	$	1,123.3	$	857.5	31%	33%	2%

STG&A as % of net sales
Performance Solutions	28.5%		30.3%		(180) bps	(177) bps	286 bps
Agricultural Solutions	28.5%		28.1%		48 bps	67 bps	67 bps
Total	31.3%		33.7%		(240) bps	(233) bps	(30) bps

Research and Development Expense



	Year ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
R&D
Performance Solutions	$	45.0	$	25.4	77%	78%	(12)%
Agricultural Solutions	39.4		37.4		5%	5%	(4)%
Total	$	84.4	$	62.8	34%	35%	(7)%

R&D as % of net sales
Performance Solutions	2.5%		3.2%		(63) bps	(64) bps	(47) bps
Agricultural Solutions	2.2%		2.1%		2 bps	(2) bps	(2) bps
Total	2.4%		2.5%		(12) bps	(15) bps	(23) bps

Goodwill Impairment



	Year Ended December 31,
($ amounts in millions)	2016		2015
Goodwill impairment	$	46.6	$	—

Based on the result of our annual goodwill impairment test, we recorded an impairment charge in the Performance Solutions segment of $46.6 million related to the Offshore Solutions reporting unit as a result of previously weak oil prices. We experienced the impact on our results, which slightly lagged the overall industry, as this ultimately caused the industry to depress its overall investments.

Operating Profit



	Year ended December 31,						Change
($ amounts in millions)	2016			2015			Reported	Constant Currency	Organic
Operating profit
Performance Solutions	$	180.9		$	119.9		51%	55%	(50)%
Agricultural Solutions	173.4			78.6			120%	121%	134%
Corporate	(100.9		)	(126.9		)	(20)%	(20)%	(20)%
Total	$	253.4		$	71.6		253%	260%	77%

Operating Margin
Performance Solutions	10.2%			15.0%			(475) bps	(460) bps	(967) bps
Agricultural Solutions	9.5%			4.5%			504 bps	486 bps	486 bps
Total	7.1%			2.8%			425 bps	427 bps	245 bps

Solutions goodwill impairment charge of $46.6 million, and higher STG&A expenses, partially offset by the aforementioned gross profit increases.

Agricultural Solutions' operating profit for the 2016 increased by 120% (121% at constant currency and 134% on an organic basis), representing an operating margin of 9.5%. The increase in operating profit was due in part to $58.0 million of inventory step-up amortization in 2015 which did not recur in 2016. Operating profit improvements were driven primarily by the increase in gross profits resulting from management's continued focus on sales of higher margin products.

Other (Expense) Income, net



	Year Ended December 31,
($ amounts in millions)	2016			2015
Interest expense, net	$	(375.7	)	$	(213.9	)
Foreign exchange loss	(14.1		)	(43.4		)
Other income (expense), net	88.3			(43.6		)
Total	$	(301.5	)	$	(300.9	)

Interest Expense, Net

Foreign Exchange Loss

Other Income (Expense), Net

Other income, net for 2016 totaled $88.3 million, as compared to other expense, net of $43.6 million for 2015, representing an increase of $132 million. The increase was primarily driven by the recognition of a gain of $103 million from the settlement agreement with the Arysta Seller in 2016, which was partially offset by a $5.0 million loss associated with the remeasurement of the Series B Convertible Preferred Stock redemption liability and $11.3 million of expense related to the write-off of deferred financing fees and original issuance discount from the refinancing of our term loans in the fourth quarter of 2016. Additionally, during 2015 there was a $73.7 million loss associated with a deal-contingent forward contract settlement in 2015, which was partially offset by a legal settlement gain totaling $17.7 million.

Income Tax Expense



	Year Ended December 31,
($ amounts in millions)	2016			2015
Income tax expense	$	(28.6	)	$	(75.1	)
Effective tax rate	(59.5		)%	(32.8		)%

Other Comprehensive (Loss) Income

Adjusted EBITDA



	Year Ended December 31,				Change
($ amounts in millions)	2016		2015		Reported	Constant Currency	Organic
Adjusted EBITDA:
Performance Solutions	$	401.3	$	224.3	79%	86%	9%
Agricultural Solutions	368.2		343.4		7%	7%	6%
Total	$	769.5	$	567.7	36%	38%	8%

Liquidity and Capital Resources

We continually review our domestic and foreign cash profile, expected future cash generation and investment opportunities, which support our current designation of a portion of these funds as being indefinitely reinvested and reassess whether there is a demonstrated need to repatriate funds held internationally. If, as a result of our review, it is determined that all or a portion of the funds require repatriation, we may be required to accrue additional foreign taxes. Of our $478 million of cash and cash equivalents at December 31, 2017, $431 million was held by our foreign subsidiaries. See Note 11, Income Taxes, to our Consolidated Financial Statements for further discussion of income taxes on remaining undistributed foreign earnings.

The following is a summary of our cash flows provided by (used in) operating, investing and financing activities during the periods indicated:



	Year Ended December 31,
($ amounts in millions)	2017			2016			2015
Cash and cash equivalents, beginning of the period	$	422.6		$	432.2		$	397.3
Cash provided by operating activities	182.1			184.8			320.9
Cash used in investing activities	(92.6		)	(74.7		)	(4,256.5		)
Cash (used in) provided by financing activities	(67.4		)	(102.2		)	4,001.2
Exchange rate impact on cash and cash equivalents	33.1			(17.5		)	(30.7		)
Cash and cash equivalents, end of the period	$	477.8		$	422.6		$	432.2

Year Ended December 31, 2017 compared to the Year Ended December 31, 2016

Operating Activities

For 2017, we generated cash flows from operating activities of $182 million, compared to $185 million in cash for 2016. Higher cash operating profits (net loss adjusted for non-cash items), which included $43.7 million of cash outflows related to a tender offer premium on our 2017 Notes Offerings, were partially offset by higher working capital requirements. The increase in working capital was due, in part, to the buildup of inventory in connection with Performance Solution's facility rationalization initiatives, as well as increases due to stronger fourth quarter sales in our Agricultural Solutions business in 2017, partially offset by the impact of a new factoring program in Europe.

Investing Activities

Financing Activities

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Operating Activities

Investing Activities

Net cash flows used in investing activities for 2016 totaled $74.7 million, compared to $4.26 billion for 2015. During 2015, we used net cash of $4.60 billion to fund the Arysta, Alent and OMG Acquisitions. Additional acquisition-related activity during 2015 included a $600 million release of restricted cash, partially offset by a note in the amount of $125 million issued to an unrelated third-party and an unfavorable settlement of foreign exchange contracts for $73.7 million, which effectively increased the purchase price of Alent. There was no significant, comparable acquisition-related activity during 2016. Capital expenditures increased by approximately $8.4 million during 2016 compared to 2015, primarily in support of operational expansion, and there was a $2.0 million decline in investments in, and renewals of, product registrations.

Financing Activities

Net cash flows used in financing activities for 2016 totaled $102 million, compared to $4.00 billion of cash generated for 2015. The primary sources of cash from financing activity during 2016 were proceeds from Amendments No. 5 and 6 to our Amended and Restated Credit Agreement of $3.30 billion and the September 2016 Equity Offering of 48,787,878 shares of our common stock which raised net proceeds of $392 million. These proceeds were used for the refinancing of our term loans of $3.31 billion and for the settlement of our previously-disclosed make-whole obligation related to our Series B Convertible Preferred Stock with a cash payment of $460 million to the Series B Convertible Preferred Stock holders. The primary sources of cash from financing activity during 2015 were $3.92 billion from the extension of new term loans and the issuance of our Senior Notes, and $470 million as net proceeds from the June 2015 Equity Offering of 18,226,414 shares of our common stock, offset in part by $87.0 million of financing fees paid. These proceeds were used to fund our 2015 acquisition activity. Additionally, for 2016, we had net draws on our various lines of credit, short-term debt facilities, and overdraft facilities of $54.0 million, compared to net payments of $12.4 million in 2015.

Pension Plans

We maintain "Domestic Pension Plans," which consist of a non-contributory domestic defined benefit pension plan and a SERP plan. These plans are closed to new participants and plan benefits associated with all current participants have been frozen. We also maintain "Foreign Pension Plans," which consist retirement and death benefit plans covering employees in Taiwan and certain former employees in Germany, as well as longevity plans covering employees in France, which have been deemed immaterial, individually and in the aggregate.

The expected long-term rate of return on assets assumption is developed with reference to historical returns, forward-looking return expectations, the Domestic and Foreign Pension Plans' investment allocations, and peer comparisons. We used a long-term rate of return on plan assets of 5.9% and 2.3% for our Domestic and Foreign Pension Plans, respectively to determine our net periodic pension expense for 2017. The discount rate used to value the pension obligation was developed with reference to a number of factors, including the current interest rate environment, benchmark fixed-income yields, peer comparisons, and expected future pension benefit payments. Discount rates of 3.7% and 3.0% were established for the Domestic Pension Plan and Foreign Pension Plans, respectively, at December 31, 2017, compared to rates of 4.2% and 2.3% established for those respective plans at December 31, 2016. We evaluate the Pension Plans' actuarial assumptions on an annual basis, including the expected long-term rate of return on assets and discount rates. A one percent increase in the discount rate would increase (decrease) the pension plan expense and pension benefit obligation by approximately $0.9 million and $(28.3) million, respectively, whereas a one percent decrease in the discount rate would (decrease) increase the pension plan expense and pension benefit obligation by approximately $(0.4) million and $34.5 million, respectively.

markets. Our investment policies attempt to achieve a mix of approximately 50% of plan investments for long-term growth, 49% for liability-matching assets and 1% for near-term benefit payments. The weighted average asset allocation of the Domestic Pension Plans was 49% fixed income mutual fund holdings, 27% equity securities, 19% limited partnership interests and managed equity funds, 4% collective investment funds and 1% cash at December 31, 2017.

The Foreign Pension Plans were underfunded by $21.2 million at December 31, 2017 compared to $18.0 million at December 31, 2016, representing a decrease in funding status of $3.2 million.

Contributions to the Pension Plans during 2018 are not expected to be material. While we do not currently anticipate any, additional future material contributions may be required in order to maintain appropriate funding levels within our plans.

Financial Borrowings

Credit Facilities

At December 31, 2017, we had $5.48 billion of indebtedness, which primarily included:

$2.28 billion of Senior Notes;

$3.15 billion of term debt arrangements outstanding under our First Lien Credit Facility; and

$28.5 million of borrowings under local and revolving lines of credit.

Covenants

Contractual Obligations and Commitments

Summarized in the table below are our obligations and commitments at December 31, 2017:



		Payment Due by Period
($ amounts in millions)		2018		2019		2020		2021		2022		Thereafter		Total
Long-term debt	⁽¹⁾	$	—	$	—	$	1,330.8	$	1,854.4	$	1,100.0	$	1,219.9	$	5,505.1
Operating leases	⁽²⁾	33.0		25.0		19.6		13.9		12.1		28.9		132.5
Interest payments (net of interest rate swap effects)	⁽³⁾	276.7		276.7		247.6		212.2		111.0		155.1		1,279.3
Long-term contingent consideration	⁽⁴⁾	—		—		—		100.0		—		—		100.0
Principal payments on capital leases		0.7		0.6		0.5		0.5		0.4		1.6		4.3
Purchase obligations	⁽⁵⁾	72.2		1.1		0.2		—		—		—		73.5
Other long term obligations	⁽⁶⁾	8.9		4.2		—		—		—		13.3		26.4
Total cash contractual obligations		$	391.5	$	307.6	$	1,598.7	$	2,181.0	$	1,223.5	$	1,418.8	$	7,121.1

⁽¹⁾


⁽²⁾	Reflects periodic payments made in accordance with operating lease agreements.


⁽³⁾	Amounts are based on currently applicable interest rates in the case of variable interest rate debt and associated floating and floor legs of the interest rate swaps.


⁽⁴⁾	Reflects the maximum payout in 2021 of 100% of long-term contingent consideration related to the MacDermid Acquisition. At December 31, 2017, the long-term contingent consideration related to the MacDermid Acquisition was valued at $79.2 million. See Note 13, Financial Instruments, to the Consolidated Financial Statements included in this 2017 Annual Report for additional information.


⁽⁵⁾	Purchase obligations represent amounts committed under legally enforceable supply agreements and non-cancelable purchase contracts. We do not include purchase obligations that can be canceled with a nominal fee.


⁽⁶⁾	Other long-term obligations consist of asset retirement obligations, or AROs.

Benefit payments related to our defined benefit plans are included in Note 10, Pension, Post-Retirement and Post Employment Plans, to the Consolidated Financial Statements included in this 2017 Annual Report, and are excluded from the table above.

To the extent we can reliably determine when payments will occur pertaining to our $90.3 million unrecognized tax benefit liabilities and $28.3 million environmental liability, the related amounts will be included in the table above. However, due to the high degree of uncertainty regarding the timing of potential future cash flows associated with such liabilities at December 31, 2017, we are unable to make a reliable estimate as to the timing of such payments, and are therefore excluded from the table above.

Off-Balance Sheet Transactions

We use customary off-balance sheet arrangements, such as letters of credit, non-recourse factoring arrangements, and operating leases to finance our business. For additional information regarding letters of credit and non-recourse factoring arrangements, see Note 12, Debt, Factoring and Customer Financing Arrangements, to the Consolidated Financial Statements included in this 2017 Annual Report, under the headings "Lines of Credit and Other Debt Facilities" and "Accounts Receivable Factoring Arrangements." For additional information regarding operating leases, see Note 17, Operating Lease Commitments, to the Consolidated Financial Statements included in this 2017 Annual Report. As a result of ASU No. 2016-02, “Leases,” ~~"Recently Adopted Accounting Pronouncements"~~ for fiscal years and ~~"Recently Issued Accounting Pronouncements Not Yet Adopted~~." interim periods beginning in 2019, we will be required to record lease liabilities and right-of-use assets for all of our qualifying operating leases that are currently treated as off-balance sheet transactions.

There are no other arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

We conduct a significant portion of our business in currencies other than the U.S. ~~Dollar,~~dollar, our financial reporting currency. In ~~2016,~~2017, approximately ~~80%~~83% of our net sales were generated outside of the United States. Generally, our foreign subsidiaries use their local currency as their functional currency; the currency in which they incur operating expenses and collect accounts receivable. Our business is exposed to foreign currency risk from changes in the exchange rate primarily between the U.S. ~~Dollar~~dollar and the following currencies: ~~Euro,~~euro, Brazilian Real, Chinese Yuan, ~~Japanese Yen and~~ British Pound ~~Sterling.~~Sterling, and Japanese Yen. As a result, our operating results could be affected by foreign currency exchange rate volatility relative to the U.S. ~~Dollar. Our net~~dollar. We are not able to project, in any meaningful way, the possible effect of these foreign ~~exchange~~ currency ~~losses for the year ended December 31, 2016 totaled $14.1 million.~~fluctuations on translated amounts or future earnings.

We actively assess our foreign exchange risk exposure and may enter into foreign exchange hedges to mitigate such risk and protect ourselves against transaction exposures. Our hedging programs include strategies to hedge our foreign currency denominated balance sheet exposures as well as foreign currency anticipated cash flows. ~~As of~~At December 31, ~~2016,~~2017, the aggregate U.S. ~~Dollar~~dollar notional amount of foreign currency forward contracts, none of which were designated as hedges for accounting purposes, totaled ~~$552~~$615 million. The market value of the foreign currency forward contracts at December 31, ~~2016~~2017 was a ~~$2.4~~$1.3 million current liability, and net realized and unrealized losses on such contracts for ~~the year ended December 31, 2016~~2017 totaled ~~$9.5~~$9.4 million.

Our policies prohibit us from speculating in financial instruments for profit on exchange rate price fluctuations, from trading in currencies for which there are no underlying exposures, and from entering into trades for any currency to intentionally increase the underlying exposure.

Interest Rate Risk

We are ~~also~~ exposed to interest rate risk associated with our cash and cash equivalents, ~~restricted cash,~~ long-term debt, and other financing commitments. At December 31, ~~2016,~~2017, we had cash and cash equivalents of ~~$423~~$478 million and total debt of ~~$5.24~~$5.48 billion, including approximately ~~$1.91~~$3.18 billion of variable interest rate debt based on either the one-month LIBOR or the one-month EURIBOR. In August 2015, we entered into a series of pay-fixed, receive-floating interest rate swaps with respect to a portion of our indebtedness. The swaps effectively fix the floating rate portion of the interest payments on approximately ~~$1.15~~$1.14 billion of our USD denominated debt and ~~€282~~€279 million of our ~~Euro~~euro denominated debt at 1.96% and 1.20%, respectively, ~~from September 2015~~ through June 2020. Our remaining $1.71 billion of variable interest rate debt ~~remains~~continues to be subject to interest rate risk, as interest payments ~~will~~ fluctuate with market changes in the underlying interest rates. A 100 basis point increase in the one-month LIBOR and one-month EURIBOR would result in a higher interest expense of approximately ~~$7.4~~$6.4 million annually with respect to our remaining variable interest rate ~~debt, inclusive of the effects of our existing interest rate swaps.~~debt.

Counterparty Risk

Outstanding financial derivative instruments expose us to credit loss in the event of non-performance by our counterparties. The credit exposure related to these financial instruments is considered in the fair values of such contracts. We review the credit ratings of our counterparties and adjust our exposure as deemed appropriate on a periodic basis. ~~As of~~At December 31, ~~2016,~~2017, we believe that our exposure to counterparty risk was immaterial.

Commodity Price Risk

Some raw materials and supplies are subject to price and supply fluctuations caused by market dynamics. Our strategic sourcing initiatives are focused on mitigating the impact of commodity price risk. Although some of our commercial agreements allow us to pass on certain unusual increases in component and raw material costs to our customers in limited situations, we may not be

fully compensated for such increased costs. To a lesser extent, we are also ~~are~~ exposed to fluctuations in the prices of certain utilities and services, such as electricity, natural gas, and freight.

Periodically, we may employ forward metals contracts or other financial instruments to hedge commodity price or other price risks. Such contracts are generally designated as normal purchases and accounted for similar to other inventory purchases. We continue to review a full range of business options focused on strategic risk management for all raw material commodities. Any failure by our suppliers to provide acceptable raw materials or supplies could adversely affect our production schedules and contract profitability. We assess qualification of suppliers and continually monitor them to control risk associated with such supply base reliance. ~~As of~~At December 31, ~~2016,~~2017, the aggregate U.S. ~~Dollar~~dollar notional amount of metals futures contracts to purchase and sell, none of which were designated as hedges for accounting purposes, totaled ~~$51.9~~$41.5 million, which includes embedded derivatives associated with supply agreements. Net realized and unrealized losses on such contracts for ~~the year ended December 31, 2016~~2017 totaled ~~$3.0~~$2.5 million.

Item 8. Financial Statements and Supplementary Data

See “Index to Consolidated Financial Statements” in this ~~2016~~2017 Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, management carried out an evaluation, under the supervision and with the participation of our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ~~as of~~at December 31, ~~2016.~~2017. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective ~~as of~~at December 31, ~~2016~~2017 due to the previously-reported material ~~weaknesses~~weakness in our internal control over financial reporting ~~identified~~relating to the accounting for income taxes, as described below.

In light of ~~these~~this material ~~weaknesses,~~weakness, prior to the filing of this ~~2016~~2017 Annual Report, management performed additional substantive and analytical procedures, including validating the completeness and accuracy of the underlying data used to support the amounts reported in ~~Platform's~~our financial statements. These ~~control~~ activities and other substantive and analytical procedures have allowed us to conclude that, notwithstanding the material ~~weaknesses~~weakness described below, the Consolidated Financial Statements included in this ~~2016~~2017 Annual Report fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with GAAP. Based in part on these additional efforts, our CEO and CFO have included their Sarbanes-Oxley Act of 2002 Sections 302 and 906 certifications as exhibits to this ~~2016~~2017 Annual Report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of ~~Platform’s~~our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~Platform’s~~our financial statements in accordance with GAAP, and that receipts and expenditures ~~of Platform~~ are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ~~Platform’s~~our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As required by Rule 13a-15 under the Exchange Act, management assessed the effectiveness of ~~Platform’s~~our internal control over financial reporting ~~as of December~~ at December��31, ~~2016.~~2017. In making this assessment, management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the preparation of this ~~2016~~2017 Annual Report, management concluded that we did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training commensurate with our financial reporting requirements. This material weakness resulted in the following remaining material weaknesses:

The Company did not design and maintain effective controls over the accounting for acquired businesses. Specifically, the Company did not design and maintain effective controls to evaluate the reliability of information and assumptions used in purchase accounting and in the goodwill, indefinite-lived intangible asset, and long-lived asset impairment analyses.

~~The Company~~ did not design and maintain effective controls over completeness, existence and accuracy related to the accounting for income taxes.

The Company did not design and maintain effective controls over the financial close process for the Agricultural Solutions segment. Specifically, the Company did not design and maintain effective business performance review controls to assess the completeness and accuracy of financial reporting within the Agricultural Solutions segment, and did not maintain controls related to the timely and complete reconciliation of accounts for the CAS and Agriphar businesses, which are part of the Agricultural Solutions segment.

~~These~~This material ~~weaknesses~~weakness resulted in the restatement of the unaudited interim financial statements previously issued in our quarterly report on Form 10-Q for the periods ended March 31, 2015 and September 30, 2015. The material ~~weaknesses~~weakness described above

could result in material misstatements of our annual or interim consolidated financial statements that would not be prevented or detected.

As a result of ~~these~~this material ~~weaknesses,~~weakness, management concluded that, ~~as of~~at December 31, ~~2016,~~2017, our internal control over financial reporting was not ~~effective.~~effective as it relates to the accounting for income taxes. The effectiveness of our internal control over financial reporting ~~as of~~at December 31, ~~2016~~2017 has been audited by PricewaterhouseCoopers LLP, as stated in their report, which appears in this ~~2016~~2017 Annual Report.

~~Management's~~ Remediation ~~Initiatives~~of Previously-Reported Material Weaknesses

~~Over~~We have completed the ~~course~~documentation and testing of the ~~2016 fiscal year, we continued~~corrective actions described below and, at December 31, 2017, have concluded that the remediation activities completed are sufficient to ~~take substantial measures~~allow us to ~~remediate our~~conclude that the previously-reported material ~~weaknesses.~~ weakness related to complement of personnel, accounting for acquired businesses and Agricultural Solutions close process have been remediated.

Complement of Personnel

We have ~~added significant resources~~remediated this previously-reported material weakness associated with maintaining a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training commensurate with our financial reporting requirements by adding further qualified resources to our corporate and segment staff and enhancing the controllership function in ~~the application of GAAP.~~ our newly-acquired businesses.

Accounting for Acquired Businesses

We ~~also completed the implementation of a global tax reporting system during the first quarter of 2016, as part of our remediation efforts~~have remediated this previously-reported material weakness related to the accounting for ~~income taxes. We plan~~acquired businesses, and specifically to ~~continue our ongoing remediation efforts in order to improve,~~the design and ~~implement integrated processes~~maintenance of effective controls to ~~enhance our internal control over financial reporting, including:~~evaluate the reliability of information and assumptions used in purchase accounting and in the goodwill, indefinite-lived intangible asset, and long-lived asset impairment analysis by:

implementing a global consolidation and planning system;

implementing control processes relating to newly-acquired businesses and non-routine transactions;

implementing enhanced monitoring controls relating to the financial reporting and performance of our newly-acquired businesses; and

enhancing our financial planning and analysis function within our businesses and at the corporate ~~level;~~level.

~~adding further qualified~~Agricultural Solutions Close Process

We have remediated this previously-reported material weakness associated with maintaining effective controls over the financial close process for the Agricultural Solutions segment by designing and maintaining effective business performance review controls to assess the completeness and accuracy of financial reporting within the Agricultural Solutions segment and the timely and complete reconciliation of accounts for the CAS and Agriphar businesses.

Management's Remediation Initiatives of the Remaining Material Weakness

Over the course of the 2017 fiscal year, we continued to take substantial measures to remediate our material weakness related to the accounting for income taxes. We have added significant resources with an appropriate level of accounting knowledge, experience and training in the application of GAAP. We plan to continue our ~~corporate~~ongoing remediation efforts in order to improve, design and ~~segment staff;~~implement integrated processes to enhance our internal control over the accounting for income taxes by:

improving the overall tax provision process; and

enhancing our income tax controls to include specific activities to assess the ~~controllership function in our newly-acquired businesses.~~accounting for significant complex transactions and other tax related judgments.

While we believe that significant progress has been made, additional time is necessary to fully implement and demonstrate the effectiveness of these remediation initiatives and until remediated, the material ~~weaknesses~~weakness described above could result in material misstatements of our annual or interim consolidated financial statements that would not be prevented or detected. We are committed to operating effective controls, and management continues to regularly assess the progress and sufficiency of the ongoing initiatives and make adjustments as and when necessary. Our remediation efforts are also subject to ongoing Audit Committee oversight. ~~While we~~Our goal is to remediate this material weakness concurrently with the filing of our annual report on Form 10-K for the year ended December 31, 2018.

~~believe the foregoing efforts will effectively remediate the material weaknesses mentioned above, we currently do not have an expected timetable for the execution and completion of the remediation.~~

Changes to Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our CEO and CFO, has evaluated the Company’s internal control over financial reporting to determine whether any changes occurred during the quarter covered by this ~~2016~~2017 Annual Report have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting during the quarter ended December 31, 2016.~~reporting.

Item 9B. Other Information

Item ~~5.02. Departure~~1.01. Entry into a Material Definitive Agreement.

On February 26, 2018, Platform entered into amended change in control agreements with each of ~~Directors or Certain Officers; Election~~its executive officers and other officers who were party to existing change in control agreements, namely Rakesh Sachdev, John P. Connolly, John E. Capps, Benjamin Gliklich, J. David Tolbert, Scot R. Benson and Diego Lopez Casanello. The amendments to the existing change in control agreements were made to correct drafting and typographical errors found in these existing change in control agreements, a form of ~~Directors; Appointment~~which was previously filed with the SEC. A form of ~~Certain Officers; Compensatory Arrangements of Certain Officers.~~the amended change in control agreements is attached as Exhibit 10.22 to this 2017 Annual Report, and is incorporated herein by reference.

~~(b) On December 21, 2016, it was announced that John L. Cordani would be resigning from his position as Vice President - Legal, effective March 2, 2017.~~

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Codes of Ethics

We maintain a Business Conduct and Ethics Policy applicable to all directors and employees of Platform and its subsidiaries. The Policy is located on our website at www.platformspecialtyproducts.com under “Investor Relations – Corporate Governance.” We intend to provide disclosure of any amendment to or waiver of our Business Conduct and Ethics Policy on our website within four business days following the date of such amendment or waiver.

We also maintain a Code of Ethics for Senior Financial Officers applicable to our CEO ~~CFO~~ and ~~principal accounting officer.~~CFO. The Code of Ethics is located on our website at www.platformspecialtyproducts.com under “Investor Relations – Corporate Governance.” We intend to provide disclosure of any amendment to or waiver of our Code of Ethics for Senior Financial Officers on our website within four business days following the date of such amendment or waiver.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and any persons who own more than 10% of our capital stock to file with the SEC and the NYSE various reports as to ownership of such capital stock.

Based solely upon reports and representations submitted by these persons, we believe that all Forms 3, 4 and 5 showing ownership of, and changes of ownership in, our capital stock during the 2017 fiscal year were appropriately filed with the SEC and the NYSE, except for Scot R. Benson's Form 3 filed on April 8, 2016 which was timely filed but, due to a clerical error, reported an incorrect number of performance RSUs beneficially held by Mr. Benson. A Form 5 was filed with the SEC on February 9, 2018 to correct this clerical error. The ~~other~~correct number of performance RSUs beneficially owned by Mr. Benson was, however, reported in Platform's proxy statement filed with the SEC on April 15, 2016.

The remaining information required by Item 10, including information regarding executive officers, directors, membership and function of the ~~Audit Committee~~audit committee of the Board and the financial expertise of its members, appearing under the headings "Executive Officers of the ~~Company,"~~Company" and "Proposal 1 - Election of Directors" ~~and "Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance"~~ in the ~~2017~~2018 Proxy Statement is incorporated by reference in this section. The information under the heading "Corporate Governance" in the ~~2017~~2018 Proxy Statement is also incorporated by reference in this section. Platform intends to file the ~~2017~~2018 Proxy Statement with the SEC no later than 120 days after December 31, ~~2016.~~2017.

Item 11. Executive Compensation

The information required by Item 11 appearing in the ~~2017~~2018 Proxy Statement under the headings "Director Compensation," "Compensation Discussion and Analysis," "Report of the Compensation Committee," and "Executive ~~Compensation"~~Compensation Tables" is incorporated by reference in this section. Platform intends to file the ~~2017~~2018 Proxy Statement with the SEC no later than 120 days after December 31, ~~2016.~~2017.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 appearing under the headings "Security Ownership" and "Executive Compensation Tables - Equity Compensation Plan Information" in the ~~2017~~2018 Proxy Statement is incorporated herein by reference. Platform intends to file the ~~2017~~2018 Proxy Statement with the SEC no later than 120 days after December 31, ~~2016.~~2017.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information appearing in the ~~2017~~2018 Proxy Statement under the headings "Corporate Governance" and "Certain Relationships and Related Transactions" is incorporated by reference in this section. Platform intends to file the ~~2017~~2018 Proxy Statement with the SEC no later than 120 days after December 31, ~~2016.~~2017.

Item 14. Principal Accounting Fees and Services

The information appearing in the ~~2017~~2018 Proxy Statement under the headings "Report of the Audit Committee" and "Proposal 3 - Ratification of Independent Registered Public ~~Accountants~~Accounting Firm for ~~2017 Fiscal Year"~~2018" is incorporated by reference in this section. Platform intends to file the ~~2017~~2018 Proxy Statement with the SEC no later than 120 days after December 31, ~~2016.~~2017.

Part IV

Item 15. Exhibits, Financial Statement Schedules

(A) Exhibits

Incorporated by Reference Included in this 2016 Annual Report
Exhibit
Nb.

Exhibit Description

Form

File Nb.

Exhibit
Nb.
Filing Date
2.1 Share Purchase Agreement, dated as of October 20, 2014, between Nalozo S.à.r.l. and Platform 8-K 001-36272 2.1 10/21/2014
2.2 Amendment Agreement dated as of December 2, 2014, between Nalozo S.à.r.l. and Platform 8-K 001-36272 2.1 12/4/2014
2.3 Amendment Agreement, dated as of February 11, 2015, between Nalozo S.à.r.l., Nalozo L.P. and Platform 8-K 001-36272 2.3 2/17/2015
2.4 Amendment Agreement, dated as of October 27, 2015, between Nalozo S.à.r.l., Nalozo L.P. and Platform 8-K 001-36272 2.4 10/30/2015
2.5 Settlement Agreement and Release, dated September 9, 2016, among Platform and MacDermid Agricultural Solutions, Inc. and Permira Advisers LLC, Nalozo S.à.r.l., and Nalozo L.P. 8-K 001-36272 2.1 9/12/2016
2.6 Rule 2.7 Announcement, dated as of July 13, 2015 8-K 001-36272 2.1 7/13/2015
2.7 Co-operation Agreement, dated as of July 13, 2015, by and among Platform, MacDermid Performance Acquisitions Ltd. and Alent plc 8-K 001-36272 2.2 7/13/2015
3.1 (a) Certificate of Incorporation S-4 POS 333-192778 3.1 1/24/2014
3.1 (b) Certificate of Amendment of Certificate of Incorporation 8-K 001-36272 3.1 6/13/2014
3.1 (c) Certificate of Designation of Series B Convertible Preferred Stock 8-K 001-36272 3.1 2/17/2015
3.1(d) Certificate of Retirement of Series B Convertible Preferred Stock 8-K 001-36272 3.1 12/16/2016
3.2 Amended and Restated By-laws 10-K 001-36272 3.2 3/31/2014
4.1 Specimen Common Stock certificate S-4/A 333-192778 4.1 1/2/2014
4.2 Indenture, dated as of February 2, 2015, among Escrow Issuer, the Trustee and the EUR Agent 8-K 001-36272 4.1 2/3/2015
4.3 Supplemental Indenture, dated as of February 13, 2015, among Platform, the Initial Guarantors, the Trustee and the EUR Agent 8-K 001-36272 4.2 2/17/2015
4.4 Second Supplemental Indenture, dated as of May 20, 2015, among Platform, the Subsequent Guarantors, the other Guarantors, the Trustee, and the EUR Agent 10-K 001-36272 4.4 3/11/2016



		Incorporated by Reference				Included in this 2017 Annual Report
Exhibit Nb.	Exhibit Description	Form	File Nb.	Exhibit Nb.	Filing Date	Included in this 2017 Annual Report
2.1	Settlement Agreement and Release, dated September 9, 2016, among Platform and MacDermid Agricultural Solutions, Inc. and Permira Advisers LLC, Nalozo S.à.r.l., and Nalozo L.P.	8-K	001-36272	2.1	9/12/2016
3.1 (a)	Certificate of Incorporation	S-4 POS	333-192778	3.1	1/24/2014
3.1 (b)	Certificate of Amendment of Certificate of Incorporation	8-K	001-36272	3.1	6/13/2014
3.2	Amended and Restated By-laws	10-K	001-36272	3.2	3/31/2014
4.1	Specimen Common Stock certificate	S-4/A	333-192778	4.1	1/2/2014
4.2	Indenture, dated as of February 2, 2015, among Escrow Issuer, the Trustee and the EUR Agent	8-K	001-36272	4.1	2/3/2015
4.3	Supplemental Indenture, dated as of February 13, 2015, among Platform, the Initial Guarantors, the Trustee and the EUR Agent	8-K	001-36272	4.2	2/17/2015
4.4	Second Supplemental Indenture, dated as of May 20, 2015, among Platform, the Subsequent Guarantors, the other Guarantors, the Trustee, and the EUR Agent	10-K	001-36272	4.4	3/11/2016
4.5	Third Supplemental Indenture, dated as of January 26, 2016, among Platform, the Subsequent Guarantors, the Trustee, and the EUR Agent	10-K	001-36272	4.5	3/11/2016
4.6	Fourth Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors, the Trustee and the EUR Agent	10-Q	001-36272	4.1	8/9/2016
4.7	Form of 6.50% senior notes due 2022 denominated in U.S. dollars (Exhibit A1)	8-K	001-36272	A-1 to 4.1	2/3/2015
4.8	Form of 6.00% senior notes due 2023 denominated in euro (Exhibit A2)	8-K	001-36272	A-2 to 4.1	2/3/2015
4.9	Indenture, dated as of November 10, 2015, among PSPC Escrow II Corp. and the Trustee	8-K	001-36272	4.1	11/12/2015
4.10	Supplemental Indenture, dated as of December 1, 2015, among Platform, the Initial Guarantors and the Trustee	8-K	001-36272	4.2	12/4/2015
4.11	Second Supplemental Indenture, dated as of January 26, 2016, among Platform, the Subsequent Guarantors, and the Trustee	10-K	001-36272	4.10	3/11/2016
4.12	Third Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors and the Trustee	10-Q	001-36272	4.2	8/9/2016

Incorporated by Reference Included in this 2016 Annual Report
Exhibit
Nb.

Exhibit Description

Form

File Nb.

Exhibit
Nb.
Filing Date
4.5 Third Supplemental Indenture, dated as of January 26, 2016, among Platform, the Subsequent Guarantors, the Trustee, and the EUR Agent 10-K 001-36272 4.5 3/11/2016
4.6 Fourth Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors, the Trustee and the EUR Agent 10-Q 001-36272 4.1 8/9/2016
4.7 Form of 6.50% senior notes due 2022 denominated in U.S. Dollars 8-K 001-36272 A-1 to 4.1 2/3/2015
4.8 Form of 6.00% senior notes due 2023 denominated in Euro 8-K 001-36272 A-2 to 4.1 2/3/2015
4.9 Indenture, dated as of November 10, 2015, among PSPC Escrow II Corp. and Trustee 8-K 001-36272 4.1 11/12/2015
4.10 Supplemental Indenture, dated as of December 1, 2015, among Platform, the Initial Guarantors and the Trustee 8-K 001-36272 4.2 12/4/2015
4.11 Second Supplemental Indenture, dated as of January 26, 2016, among Platform, the Subsequent Guarantors, and the Trustee 10-K 001-36272 4.1 3/11/2016
4.12 Third Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors and the Trustee 10-Q 001-36272 4.2 8/9/2016
4.13 Form of 10.375% senior notes due 2021 8-K 001-36272 A to 4.1 11/12/2015
10.1 Joinder Agreement, dated as of December 1, 2015, among the Alent Guarantors named therein 8-K 001-36272 10.1 12/4/2015
†10.2 Employment Agreement, dated as of December 15, 2015, between Platform and Rakesh Sachdev (effective January 5, 2016) 8-K 001-36272 10.1 12/16/2015
†10.3 Time and Performance-Based Restricted Stock Unit Award Agreement by and between Platform and Rakesh Sachdev (effective January 5, 2016) 8-K 001-36272 10.2 12/16/2015
†10.4 Letter Agreement between Platform and Sanjiv Khattri, dated as of August 12, 2015 (effective September 14, 2015) 8-K 001-36272 10.1 8/18/2015
10.5 Severance Agreement by and between Scot R. Benson and MacDermid, dated June 6, 2013 10-Q 001-36272 10.6 5/10/2016
10.6 MacDermid, Incorporated Employees’ Pension Plan (as amended and restated generally effective January 1, 2009) S-4 333-192778 10.6 12/11/2013
10.7 Second Amendment to MacDermid, Incorporated Employees’ Pension Plan, 2009 Restatement (effective as of January 1, 2009) S-4/A 333-192778 10.8 1/2/2014
10.8 Amendment No. 1, dated as of December 13, 2013, to MacDermid, Incorporated Supplemental Executive Retirement Plan (as Previously Amended and Restated) S-4/A 333-192778 10.9 1/2/2014
10.9 MacDermid, Incorporated Supplemental Executive Retirement Plan, effective April 1, 1994, as amended on February 25, 2005, and as further amended on July 11, 2013 S-4/A 333-192778 10.7 1/2/2014

Incorporated by Reference

Included in this 2017 Annual Report

Exhibit

Nb.

Exhibit Description

Form

File Nb.

Exhibit

Nb.

Filing Date

4.13

Form of 10.375% senior notes due 2021 (Exhibit A)

8-K

001-36272

A to 4.1

11/12/2015

4.14

Indenture, dated as of November 24, 2017, among Platform, the guarantors named therein and the Trustee

8-K

001-36272

4.1

11/27/2017

4.15

Form of 5.875% senior notes due 2025 (Exhibit A)

8-K

001-36272

A to 4.01

11/27/2017

†10.1

Employment Agreement, dated as of December 15, 2015, between Platform and Rakesh Sachdev (effective January 5, 2016)

8-K

001-36272

10.1

12/16/2015

†10.2

Time and Performance-Based Restricted Stock Unit Award Agreement by and between Platform and Rakesh Sachdev (effective January 5, 2016)

8-K

001-36272

10.2

12/16/2015

†10.3

Letter Agreement dated July 11, 2016 by and between Platform and Mr. John P. Connolly

10-Q

001-36272

10.6

5/9/2017

10.4

MacDermid, Incorporated Employees’ Pension Plan (as amended and restated generally effective January 1, 2009)

S-4

333-192778

10.6

12/11/2013

10.5

Second Amendment to MacDermid, Incorporated Employees’ Pension Plan, 2009 Restatement (effective as of January 1, 2009)

S-4/A

333-192778

10.8

1/2/2014

10.6

Third Amendment to Amended and Restated MacDermid, Incorporated Employees’ Pension Plan (effective as of January 1, 2009)

S-4/A

333-192778

10.21

1/2/2014

10.7

MacDermid, Incorporated Supplemental Executive Retirement Plan, effective April 1, 1994, as amended on February 25, 2005, and as further amended on July 11, 2013

S-4/A

333-192778

10.7

1/2/2014

10.8

Amendment No. 1, dated as of December 13, 2013, to MacDermid, Incorporated Supplemental Executive Retirement Plan (as Previously Amended and Restated)

S-4/A

333-192778

10.9

1/2/2014

†10.9

Platform Specialty Products Corporation Employee Savings and 401(k) Plan, effective as of January 1, 2014

S-8

333-205340

4.2(a)

6/29/2015

†10.10

Amendment No. 2 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of September 8, 2014

S-8

333-205340

4.2(b)

6/29/2015

†10.11

Amendment No. 3 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of November 17, 2014

S-8

333-205340

4.2(c)

6/29/2015

†10.12

Amendment No. 4 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of February 10, 2015

S-8

333-205340

4.2(d)

6/29/2015

†10.13

Amendment No.5 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated October 31, 2105

10-Q

001-36272

10.1

8/9/2016

Incorporated by Reference Included in this 2016 Annual Report
Exhibit
Nb.

Exhibit Description

Form

File Nb.

Exhibit
Nb.
Filing Date
†10.10 Platform Specialty Products Corporation Employee Savings and 401(k) Plan, effective as of January 1, 2014 S-8 333-205340 4.2(a) 6/29/2015
†10.11 Amendment No. 2 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of September 8, 2014 S-8 333-205340 4.2(b) 6/29/2015
†10.12 Amendment No. 3 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of November 17, 2014 S-8 333-205340 4.2(c) 6/29/2015
†10.13 Amendment No. 4 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of February 10, 2015 S-8 333-205340 4.2(d) 6/29/2015
†10.14 Amendment No.5 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated October 31, 2105 10-Q 001-36272 10.1 8/9/2016
†10.15 Amendment No.6 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated April 21, 2016 10-Q 001-36272 10.2 8/9/2016
†10.16 Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (effective as of November 1, 2013) DEF14A 001-36272 Appendix A 4/25/2014
†10.17 Platform Specialty Products Corporation 2014 Employee Stock Purchase Plan (effective as of March 6, 2014) DEF14A 001-36272 Appendix B 4/25/2014
†10.18 Form of Restricted Stock Unit Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan S-4 333-192778 10.11 1/2/2014
†10.19 Form of Performance-Based Restricted Stock Unit Award Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan 8-K 001-36272 10.2 3/25/2016
†10.20 Form of Non-Qualified Stock Option Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan 8-K 001-36272 10.3 3/25/2016
10.21 Form of Long Term Cash Bonus Award Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan 10-K 001-36272 10.2 3/11/2016
†10.22 Form of Director and Officer Indemnification Agreement S-4/A 333-192778 10.12 1/2/2014
†10.23 Form of Change in Control Agreement 8-K 001-36272 10.10 4/8/2016
10.24 Interim Facility Letter, dated as of July 13, 2015, by and among Platform Specialty Products Corporation, certain of its subsidiary guarantors, Credit Suisse AG and certain of its affiliates 8-K 001-36272 10.1 7/13/2015

Incorporated by Reference

Included in this 2017 Annual Report

Exhibit

Nb.

Exhibit Description

Form

File Nb.

Exhibit

Nb.

Filing Date

†10.14

Amendment No.6 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated April 21, 2016

10-Q

001-36272

10.2

8/9/2016

†10.15

Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (Appendix A) (effective as of November 1, 2013)

DEF14A

001-36272

Appendix A

4/25/2014

†10.16

Platform Specialty Products Corporation 2014 Employee Stock Purchase Plan (Appendix B) (effective as of March 6, 2014)

DEF14A

001-36272

Appendix B

4/25/2014

†10.17

Form of Restricted Stock Unit Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan

S-4

333-192778

10.11

1/2/2014

†10.18

Form of Performance-Based Restricted Stock Unit Award Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan

8-K

001-36272

10.2

3/25/2016

†10.19

Form of Non-Qualified Stock Option Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan

8-K

001-36272

10.3

3/25/2016

10.20

Form of Long Term Cash Bonus Award Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan

10-K

001-36272

10.24

3/11/2016

†10.21

Form of Director and Officer Indemnification Agreement

S-4/A

333-192778

10.12

1/2/2014

†10.22

Form of Change in Control Agreement

10.23

Amended and Restated Credit Agreement, dated as of October 31, 2013, among, inter alia, Platform Acquisition Holding Limited, MacDermid Holdings, LLC, Matrix Acquisition Corp., MacDermid, Incorporated (as successor to Matrix Acquisition Corp., the borrower), the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Credit Suisse AG, as administrative agent and as collateral agent

S-4/A

333-192778

10.13

1/2/2014

10.24

Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent

8-K

001-36272

10.1

8/8/2014

Incorporated by Reference Included in this 2016 Annual Report
Exhibit
Nb.

Exhibit Description

Form

File Nb.

Exhibit
Nb.
Filing Date
10.25 Amended and Restated Credit Agreement, dated as of October 31, 2013, among, inter alia, Platform Acquisition Holding Limited, MacDermid Holdings, LLC, Matrix Acquisition Corp., MacDermid, Incorporated (as successor to Matrix Acquisition Corp., the borrower), the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Credit Suisse AG, as administrative agent and as collateral agent S-4/A 333-192778 10.13 1/2/2014
10.26 Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent 8-K 001-36272 10.1 8/8/2014
10.27 Amendment No. 2, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent 8-K 001-36272 10.2 8/8/2014
10.28 Incremental Amendment No. 1, dated as of October 1, 2014, among the Company, MacDermid, Incorporated, MacDermid Holdings, LLC, certain subsidiaries of MacDermid Holdings, LLC and Platform party thereto, Barclays Bank PLC, as collateral agent and administrative agent, and the lenders party thereto 8-K 001-36272 10.1 10/1/2014
10.29 Amendment No.3, dated February 13, 2015, among, inter alia, Platform, Holdings, MacDermid, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent 8-K 001-36272 10.1 2/17/2015
10.30 Amendment No. 4, dated December 3, 2015, among, inter alia, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent 8-K 001-36272 10.3 12/4/2015
10.31 Amendment No. 5, dated October 14, 2016, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent 8-K 001-36272 10.1 10/17/2016



		Incorporated by Reference				Included in this 2017 Annual Report
Exhibit Nb.	Exhibit Description	Form	File Nb.	Exhibit Nb.	Filing Date	Included in this 2017 Annual Report
10.25	Amendment No. 2, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent	8-K	001-36272	10.2	8/8/2014
10.26	Incremental Amendment No. 1, dated as of October 1, 2014, among the Company, MacDermid, Incorporated, MacDermid Holdings, LLC, certain subsidiaries of MacDermid Holdings, LLC and Platform party thereto, Barclays Bank PLC, as collateral agent and administrative agent, and the lenders party thereto	8-K	001-36272	10.1	10/1/2014
10.27	Amendment No.3, dated February 13, 2015, among, inter alia, Platform, Holdings, MacDermid, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent	8-K	001-36272	10.1	2/17/2015
10.28	Amendment No. 4, dated December 3, 2015, among, inter alia, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent	8-K	001-36272	10.3	12/4/2015
10.29	Amendment No. 5, dated October 14, 2016, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent	8-K	001-36272	10.1	10/17/2016
10.30	Amendment No. 6, dated December 6, 2016, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent	8-K	001-36272	10.1	12/7/2016
10.31	Amendment No. 7, dated April 18, 2017, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent	8-K	001-36272	10.1	4/18/2017
10.32	Amendment No. 8, dated October 3, 2017, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent	8-K	001-36272	10.1	10/3/2017

Incorporated by Reference Included in this 2016 Annual Report
Exhibit
Nb.

Exhibit Description

Form

File Nb.

Exhibit
Nb.
Filing Date
10.32 Amendment No. 6, dated December 6, 2016, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent 8-K 001-36272 10.1 12/7/2016
10.33 Form of Retaining Holder Securityholders Agreement S-4/A 333-192778 10.14 1/2/2014
10.34 Advisory Services Agreement, dated October 31, 2013, by and between Platform Specialty Products Corporation and Mariposa Capital, LLC S-4/A 333-192778 10.15 1/2/2014
10.35 Letter Agreement with respect to Supplemental Executive Retirement Plan payment, dated as of October 29, 2013, between Platform Acquisition Holdings Limited and Daniel H. Leever S-4/A 333-192778 10.16 1/2/2014
10.36 Security Holder’s Agreement dated as of November 7, 2013 S-4/A 333-192778 10.17 1/2/2014
10.37 Form of Option Deeds S-4/A 333-192778 10.19 1/2/2014
10.38 Form of Interest Notice S-4/A 333-192778 10.20 1/15/2014
10.39 Third Amendment to Amended and Restated MacDermid, Incorporated Employees’ Pension Plan, dated as of December 13, 2013 S-4/A 333-192778 10.21 1/2/2014
†10.40 Form of Non-Qualified Stock Option Agreement – Platform Specialty Products Corporation Equity Incentive Plan S-4/A 333-192778 10.22 1/2/2014
†10.41 Form of Incentive Stock Option Agreement – Platform Specialty Products Corporation Equity Incentive Plan S-4/A 333-192778 10.23 1/2/2014
10.42
Amended and Restated Pledge and Security Agreement, amended and restated as of October 31, 2013, among Platform, MacDermid Holdings, LLC, MacDermid, Incorporated and the subsidiaries of the borrowers from time to time parties thereto in favor of Barclays Bank PLC, as collateral agent
10-K 001-36272 10.25 3/31/2014
10.43 Registration Rights Agreement, dated as of May 20, 2014, between Platform Specialty, the placement agents thereto and the Investors stated therein 8-K 001-36272 10.1 5/21/2014
10.44 Form of registration rights agreement between Platform and the purchasers of the shares in the October/November 2014 Private Placement 8-K 001-36272 10.3 10/8/2014
10.45 Registration Rights Agreement, dated as of February 13, 2015, between Platform and Nalozo L.P. 8-K 001-36272 10.2 2/17/2015
14.1 Code of Ethics for Senior Financial Officers 10-K 001-36272 14 3/31/2014
21.1 List of subsidiaries X
23.1 Consent of PricewaterhouseCoopers LLP X
24.1 Power of Attorney X

Incorporated by Reference

Included in this 2017 Annual Report

Exhibit

Nb.

Exhibit Description

Form

File Nb.

Exhibit

Nb.

Filing Date

10.33

Amended and Restated Pledge and Security Agreement, amended and restated as of October 31, 2013, among Platform, MacDermid Holdings, LLC, MacDermid, Incorporated and the subsidiaries of the borrowers from time to time parties thereto in favor of Barclays Bank PLC, as collateral agent

10-K

001-36272

10.25

3/31/2014

10.34

Form of Retaining Holder Securityholders Agreement

S-4/A

333-192778

10.14

1/2/2014

10.35

Advisory Services Agreement, dated October 31, 2013, by and between Platform Specialty Products Corporation and Mariposa Capital, LLC

S-4/A

333-192778

10.15

1/2/2014

10.36

Letter Agreement with respect to Supplemental Executive Retirement Plan payment, dated as of October 29, 2013, between Platform Acquisition Holdings Limited and Daniel H. Leever

S-4/A

333-192778

10.16

1/2/2014

10.37

Security Holder’s Agreement dated as of November 7, 2013

S-4/A

333-192778

10.17

1/2/2014

10.38

Registration Rights Agreement, dated as of May 20, 2014, between Platform Specialty, the placement agents thereto and the Investors stated therein

8-K

001-36272

10.1

5/21/2014

10.39

Form of registration rights agreement between Platform and the purchasers of the shares in the October/November 2014 Private Placement

8-K

001-36272

10.3

10/8/2014

14.1

Code of Ethics for Senior Financial Officers

10-K

001-36272

14.1

3/31/2014

21.1

List of subsidiaries

23.1

Consent of PricewaterhouseCoopers LLP

24.1

Power of Attorney

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL 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

~~Incorporated by Reference~~

~~Included in this 2016 Annual Report~~

~~Exhibit~~

~~Nb.~~

~~Exhibit Description~~

~~Form~~

~~File Nb.~~

~~Exhibit~~

~~Nb.~~

~~Filing Date~~

~~31.1~~

~~Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~31.2~~

~~Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

32.1*

~~Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101.INS~~

~~XBRL Instance Document~~

~~101.SCH~~

~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~

~~XBRL 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~~



*		Furnished herewith.
†		This Exhibit represents a management contract or a compensatory plan.

(B) Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts and Reserves

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



			PLATFORM SPECIALTY PRODUCTS CORPORATION

			By:		/s/ John P. Connolly
					Name: John P. Connolly
					Title: ~~Vice President, Corporate Controller and~~ Chief ~~Accounting~~Financial Officer
			Date:		~~March 10, 2017~~February 28, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date
/s/ Rakesh Sachdev	Director and Chief Executive Officer	~~March 10, 2017~~February 28, 2018
Rakesh Sachdev	(Principal Executive Officer)

/s/ ~~Sanjiv Khattri~~	~~Executive Vice President and Chief Financial Officer~~	~~March 10, 2017~~
~~Sanjiv Khattri~~	~~(Principal Financial Officer)~~

~~/s/~~ John P. Connolly	~~Vice President, Corporate Controller and~~ Chief ~~Accounting~~Financial Officer	~~March 10, 2017~~February 28, 2018
John P. Connolly	(Principal Financial and Accounting Officer)

/s/ Martin E. Franklin	Chairman of the Board	~~March 10, 2017~~February 28, 2018
Martin E. Franklin

/s/ Ian G.H. Ashken	Director	~~March 10, 2017~~February 28, 2018
Ian G.H. Ashken

/s/ Nicolas Berggruen	Director	~~March 10, 2017~~February 28, 2018
Nicolas Berggruen

/s/ Michael F. Goss	Director	~~March 10, 2017~~February 28, 2018
Michael F. Goss

/s/ Ryan Israel	Director	~~March 10, 2017~~February 28, 2018
Ryan Israel

/s / E. Stanley O’Neal	Director	~~March 10, 2017~~February 28, 2018
E. Stanley O’Neal

Index to Consolidated Financial Statements



~~Index to Consolidated Financial Statements~~		Page

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Financial Statements:

Consolidated Statements of Operations
Years Ended December 31, 2017, 2016 and 2015		F-3

Consolidated Statements of Comprehensive Income (Loss)
Years Ended December 31, 2017, 2016 and 2015		F-4

Consolidated Balance Sheets
December 31, 2017 and 2016		F-5

Consolidated Statements of Cash Flows
Years Ended December 31, 2017, 2016 and 2015		F-6

Consolidated Statements of Changes in Stockholders’ Equity
Years Ended December 31, 2017, 2016 and 2015		F-7

Notes to Consolidated Financial Statements		F-10

Financial Statement Schedule:

Schedule II – Valuation and Qualifying Accounts and Reserves
Years Ended December 31, 2017, 2016 and 2015		F-54

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Platform Specialty Products Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

~~In our opinion,~~We have audited the accompanying consolidated balance sheets of Platform Specialty Products Corporation and its subsidiaries as of December 31, 2017 and 2016,and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidatedfinancial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Platform Specialty Products Corporation and its subsidiaries at~~the Company as of December 31, ~~2016~~2017 and ~~December 31, 2015,~~2016, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the three years in the period ended December 31, ~~2016~~ 2017in conformity with accounting principles generally accepted in the United States of America. ~~In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.~~ Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, ~~2016,~~2017, based on criteria established in Internal Control - Integrated Framework (2013)issued by the ~~Committee of Sponsoring Organizations of the Treadway Commission (COSO)~~COSO because a material ~~weaknesses~~weakness in internal control over financial reporting existed as of that date, relating to the Company not maintaining a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training commensurate with financial reporting requirements. This material weakness contributed to the following material weaknesses: (i) the Company did not design and maintain effective controls over the accounting for acquired businesses, specifically the effective evaluation of the reliability of information and assumptions used in purchase accounting and in the goodwill, indefinite-lived intangible asset, and long-live asset impairment analyses; (ii)as the Company did not design and maintain effective controls over the completeness, existence and accuracy related to the accounting for income taxes; and (iii) the Company did not design and maintain effective controls over the financial close process for the Agricultural Solutions segment, specifically effective business performance review controls to assess the completeness and accuracy of financial reporting within the Agricultural Solutions segment, and controls related to the timely and complete reconciliation of accounts for the CAS and Agriphar businesses, which are part of the Agricultural Solutions segment. taxes.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material ~~weaknesses~~weakness referred to above ~~are~~is described in ~~Management's~~Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered ~~these~~this material ~~weaknesses~~ weaknessin determining the nature, timing, and extent of audit tests applied in our audit of the ~~2016~~2017 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidatedfinancial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, ~~and financial statement schedule,~~ for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on ~~these~~ the Company’s consolidatedfinancial statements ~~on the financial statement schedule,~~ and on the Company's internal control over financial reporting based on our ~~audits which were integrated audits~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in ~~2016~~accordance with the U.S. federal securities laws and ~~2015.~~ the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the consolidated financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, ~~and~~as well as evaluating the overall presentation of the consolidatedfinancial ~~statement presentation.~~statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

F-1

of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ PricewaterhouseCoopers LLP

~~Stamford, Connecticut~~

New York, New York

February 28, 2018

~~March 10, 2017~~We have served as the Company’s auditor since 2013.

F-2

PLATFORM SPECIALTY PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)


	Year Ended December 31,									Year Ended December 31,
	2016			2015			2014			2017			2016			2015
Net sales	$	3,585.9		$	2,542.3		$	843.2		$	3,775.9		$	3,585.9		$	2,542.3
Cost of sales	2,078.2			1,550.4			446.6			2,186.9			2,078.2			1,550.4
Gross profit	1,507.7			991.9			396.6			1,589.0			1,507.7			991.9
Operating expenses:
Selling, technical, general and administrative	1,123.3			857.5			360.9			1,109.3			1,123.3			857.5
Research and development	84.4			62.8			26.2			98.4			84.4			62.8
Goodwill impairment	46.6			—			—			160.0			46.6			—
Total operating expenses	1,254.3			920.3			387.1			1,367.7			1,254.3			920.3
Operating profit	253.4			71.6			9.5			221.3			253.4			71.6
Other (expense) income:
Interest expense, net	(375.7		)	(213.9		)	(37.9		)	(341.6		)	(375.7		)	(213.9		)
(Loss) gain on derivative contracts	(12.5		)	(74.0		)	0.4
Foreign exchange loss	(14.1		)	(43.4		)	(2.7		)	(107.5		)	(14.1		)	(43.4		)
Other income (expense), net	100.8			30.4			(0.2		)
Other (expense) income, net										(61.2		)	88.3			(43.6		)
Total other expense	(301.5		)	(300.9		)	(40.4		)	(510.3		)	(301.5		)	(300.9		)
Loss before income taxes and non-controlling interests	(48.1		)	(229.3		)	(30.9		)	(289.0		)	(48.1		)	(229.3		)
Income tax (expense) benefit	(28.6		)	(75.1		)	6.7
Income tax expense										(6.6		)	(28.6		)	(75.1		)
Net loss	(76.7		)	(304.4		)	(24.2		)	(295.6		)	(76.7		)	(304.4		)
Net loss (income) attributable to the non-controlling interests	3.0			(4.2		)	(5.7		)
Net (income) loss attributable to the non-controlling interests										(0.6		)	3.0			(4.2		)
Net loss attributable to stockholders	(73.7		)	(308.6		)	(29.9		)	(296.2		)	(73.7		)	(308.6		)
Stock dividend on Founder's preferred shares	—			—			(232.7		)
Gain on amendment of Series B Convertible Preferred Stock	32.9			—			—			—			32.9			—
Net loss attributable to common stockholders	$	(40.8	)	$	(308.6	)	$	(262.6	)	$	(296.2	)	$	(40.8	)	$	(308.6	)
Loss per share attributable to common stockholders
Loss per share
Basic	$	(0.17	)	$	(1.52	)	$	(1.94	)	$	(1.04	)	$	(0.17	)	$	(1.52	)
Diluted	$	(0.65	)	$	(1.52	)	$	(1.94	)	$	(1.04	)	$	(0.65	)	$	(1.52	)
Weighted average common shares outstanding
Basic	243.3			203.2			135.3			286.1			243.3			203.2
Diluted	272.3			203.2			135.3			286.1			272.3			203.2

See accompanying notes to consolidated financial ~~statements~~statements.

F-3

PLATFORM SPECIALTY PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Year Ended December 31,
2016 2015 2014
Net loss $ (76.7 ) $ (304.4 ) $ (24.2 )

Other comprehensive income (loss)

Foreign currency translation adjustments 204.6
(777.1 ) (121.6 )

Pension and post-retirement plans:

Net actuarial gain (loss) arising during the period 5.9
(14.7 ) (25.3 )
Translation adjustment 2.5
0.1
0.6
Pension and post-retirement plans 8.4
(14.6 ) (24.7 )
Tax (expense) benefit (0.9 ) 3.2
8.0
Gain (loss) on pension and post-retirement plans, net of tax 7.5
(11.4 ) (16.7 )

Unrealized (loss) gain on available for sale securities:

Unrealized holding (loss) gain on available for sale securities (1.4 ) 1.7
0.1
Tax benefit (expense) 0.6
(0.6 ) —
Unrealized holding (loss) gain on available for sale securities, net of tax (0.8 ) 1.1
0.1

Derivative financial instrument revaluation:

Unrealized hedging gain (loss) arising during the period 2.3
(12.5 ) (0.2 )
Tax benefit —
4.4
0.1
Gain (loss) on derivative financial instrument revaluation, net of tax 2.3
(8.1 ) (0.1 )

Other comprehensive income (loss) 213.6
(795.5 ) (138.3 )

Comprehensive income (loss) 136.9
(1,099.9 ) (162.5 )
Comprehensive loss attributable to the non-controlling interests 1.0
35.8
0.7
Comprehensive income (loss) attributable to stockholders 137.9
(1,064.1 ) (161.8 )
Stock dividend on Founder's preferred shares —
—
(232.7 )
Comprehensive income (loss) attributable to common stockholders $ 137.9
$ (1,064.1 ) $ (394.5 )



	Year Ended December 31,
	2017			2016			2015
Net loss	$	(295.6	)	$	(76.7	)	$	(304.4	)

Other comprehensive income (loss)
Foreign currency translation adjustments	241.1			204.6			(777.1		)
Pension and post-retirement plans:
Other comprehensive income (loss), net of tax (expense) benefit of $(2.2), ($0.9) and $3.2 for 2017, 2016 and 2015, respectively	2.5			7.5			(11.4		)
Reclassifications, net of tax expense of $2.1 for 2017, $0.0 for 2016 and 2015	8.4			—			—
Total pension and post-retirement plans	10.9			7.5			(11.4		)
Unrealized (loss) gain on available for sale securities:
Other comprehensive (loss) income, net of tax benefit (expense) of $0.4, $0.6 and ($0.6) for 2017, 2016 and 2015, respectively	(2.2		)	(0.8		)	1.1
Reclassifications, net of tax expense of $0.0 for 2017, 2016 and 2015	0.5			—			—
Total unrealized (loss) gain on available for sale securities	(1.7		)	(0.8		)	1.1
Derivative financial instrument revaluation:
Other comprehensive loss before reclassifications, net of tax (expense) benefit of $(4.3), $0.0 and $4.4 for 2017, 2016 and 2015, respectively	(4.6		)	(9.6		)	(8.1		)
Reclassifications, net of tax expense of $0.0 for 2017, 2016 and 2015	10.4			11.9			—
Total unrealized gain (loss) arising on qualified hedging derivatives	5.8			2.3			(8.1		)
Other comprehensive income (loss)	256.1			213.6			(795.5		)

Comprehensive (loss) income	(39.5		)	136.9			(1,099.9		)
Comprehensive (income) loss attributable to the non-controlling interests	(4.3		)	1.0			35.8
Comprehensive income (loss) attributable to stockholders	$	(43.8	)	$	137.9		$	(1,064.1	)

See accompanying notes to consolidated financial ~~statements~~statements.

F-4

PLATFORM SPECIALTY PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In ~~millions, except share amounts)~~millions)


	December 31,						December 31,
	2016			2015			2017			2016
Assets
Cash and cash equivalents	$	422.6		$	432.2
Accounts receivable, net of allowance for doubtful accounts of $36.7 and $14.4 at December 31, 2016 and 2015, respectively	1,054.8			1,023.0
Cash & cash equivalents							$	477.8		$	422.6
Accounts receivable, net							1,156.0			1,054.8
Inventories	416.4			484.6			490.4			416.4
Note receivable	—			125.0
Prepaid expenses	71.3			72.2			42.8			71.3
Other current assets	106.1			100.6			173.6			106.1
Total current assets	2,071.2			2,237.6			2,340.6			2,071.2
Property, plant and equipment, net	460.5			491.6
Property, plant & equipment, net							452.3			460.5
Goodwill	4,178.9			4,021.9			4,201.2			4,178.9
Intangible assets, net	3,233.3			3,314.3			3,137.3			3,233.3
Other assets	110.2			124.8			121.0			110.2
Total assets	$	10,054.1		$	10,190.2		$	10,252.4		$	10,054.1
Liabilities and Stockholders' Equity
Liabilities & stockholders' equity
Accounts payable	$	383.6		$	450.3		$	461.8		$	383.6
Accrued salaries, wages and employee benefits	103.5			78.1
Current installments of long-term debt and revolving credit facilities	116.1			54.7			38.9			116.1
Accrued income taxes payable	82.5			65.1
Accrued expenses and other current liabilities	397.0			414.2			591.1			583.0
Total current liabilities	1,082.7			1,062.4			1,091.8			1,082.7
Long-term debt and capital lease obligations	5,122.9			5,173.6
Long-term retirement benefits, less current portion	73.8			80.5
Long-term deferred income taxes	663.2			678.8
Long-term contingent consideration	75.8			70.7
Other long-term liabilities	145.9			205.0
Debt and capital lease obligations							5,440.6			5,122.9
Pension and post-retirement benefits							69.0			73.8
Deferred income taxes							579.6			663.2
Contingent consideration							79.2			75.8
Other liabilities							132.2			145.9
Total liabilities	7,164.3			7,271.0			7,392.4			7,164.3
Commitments and contingencies (Note 16)
Redeemable preferred stock - Series B	—			645.9
Stockholders' Equity
Commitments and contingencies (Note 18)
Stockholders' equity
Preferred stock - Series A	—			—			—			—
Common stock, 400,000,000 shares authorized; 284,221,168 and 229,464,157 shares issued and outstanding at December 31, 2016 and 2015, respectively.	2.8			2.3
Common stock, 400.0 shares authorized (2017: 287.4 shares issued; 2016: 284.2 shares issued)							2.9			2.8
Treasury stock (2017: 0.0 shares; 2016: 0.0 shares)							(0.1		)	—
Additional paid-in capital	3,981.3			3,520.4			4,032.0			3,981.3
Accumulated deficit	(573.5		)	(532.7		)	(869.7		)	(573.5		)
Accumulated other comprehensive loss	(674.5		)	(886.1		)	(422.0		)	(674.5		)
Total stockholders' equity	2,736.1			2,103.9			2,743.1			2,736.1
Non-controlling interests	153.7			169.4			116.9			153.7
Total equity	2,889.8			2,273.3			2,860.0			2,889.8
Total liabilities, redeemable preferred stock and stockholders' equity	$	10,054.1		$	10,190.2
Total liabilities and stockholders' equity							$	10,252.4		$	10,054.1



Delaware	37-1744899
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1450 Centrepark Boulevard, Suite 210 West Palm Beach, Florida	33401 (Zip Code)
(Address of principal executive offices)



Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	The New York Stock Exchange



Large accelerated filer x	Accelerated filer o	Non-Accelerated filer o	Smaller reporting company o
			Emerging growth company o



Glossary			Page

	Glossary of Defined Terms		G- 1

Part I

	Item 1.	Business	1
	Item 1A.	Risk Factors	1615
	Item 1B.	Unresolved Staff Comments	3032
	Item 2.	Properties	3032
	Item 3.	Legal Proceedings	3032
	Item 4.	Mine Safety Disclosures	3133

Part II

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3234
	Item 6.	Selected Financial Data	3436
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3639
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	6762
	Item 8.	Financial Statements and Supplementary Data	6863
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6863
	Item 9A.	Controls and Procedures	6863
	Item 9B.	Other Information	7065

Part III

	Item 10.	Directors, Executive Officers and Corporate Governance	7166
	Item 11.	Executive Compensation	7166
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7166
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	7166
	Item 14.	Principal Accounting Fees and Services	7167

Part IV

	Item 15.	Exhibits, Financial Statement Schedules	7268
	Signatures		7874



Terms		Definitions
Platform; Successor; We; Us; Our; the Company		Platform Specialty Products Corporation, a Delaware corporation, and its subsidiaries, collectively, for all periods subsequent to the MacDermid Acquisition.
Acquisitions		Agriphar Acquisition, Alent Acquisition, Arysta Acquisition, CAS Acquisition, MacDermid Acquisition, OMG Acquisition and OMG Malaysia Acquisition, collectively.
Agriphar		Percival S.A., a formerly Belgium société anonyme, and its agrochemical business, Agriphar.
Agriphar Acquisition		Acquisition of a 100% interest in Agriphar, completed on October 1, 2014.
AIs		Active ingredients.
Alent		Alent plc, a formerly public limited company registered in England and Wales.
Alent Acquisition		Acquisition of a 100% interest in Alent, completed on December 1, 2015 under the U.K. Companies Act 2006, as amended.
Amended and Restated Credit Agreement		Platform's Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, Platform, MacDermid Holdings, LLC, MacDermid, the subsidiaries of Platform and MacDermid Holdings, LLC from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent, as amended ~~on August 6, 2014 (Amendment No. 2), October 1, 2014 (Incremental Amendment No. 1), February 13, 2015 (Amendment No. 3), December 3, 2015 (Amendment No. 4), October 14, 2016 (Amendment No. 5)~~ and ~~December 6, 2016 (Amendment No. 6).~~
~~AROs~~		~~Asset retirement obligations.~~restated from time to time.
Arysta		Arysta LifeScience Limited, a formerly an Irish private limited company.
Arysta Acquisition		Acquisition of a 100% interest in Arysta, completed on February 13, 2015.
Arysta Seller		Nalozo, L.P., an affiliate of Nalozo S.à.r.l., ~~who became~~a Luxembourg limited liability company and the original seller in the Arysta ~~Acquisition pursuant to an amendment to the share purchase agreement dated February 11, 2015.~~Acquisition.
ASC		Accounting Standard Codification.
~~Asset-Lite, High-Touch~~		Platform’s philosophy and business model focused on dedicating extensive resources to research and development and highly technical customer service teams, while limiting investments in fixed assets and capital expenditures.
ASU		Accounting Standards Update.
Board		Platform’s board of directors.
Bribery Act		The United Kingdom Bribery Act 2010.
CAS		Chemtura AgroSolutions business of Chemtura.
CAS Acquisition		Acquisition of a 100% interest in CAS, completed on November 3, 2014.
Chemtura		Chemtura Corporation, a Delaware corporation.
Credit Facilities		The First Lien Credit Facility and the Revolving Credit Facility, collectively, available under the Amended and Restated Credit Agreement.
~~Dodd-Frank Act~~		~~Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.~~
~~Domestication~~		~~Platform’s change of jurisdiction of incorporation from the British Virgin Islands to Delaware on January 22, 2014.~~
EBITDA		Earnings before interest, taxes, depreciation and amortization.
~~EPS~~		~~Earnings per share.~~
ESPP		Platform Specialty Products Corporation 2014 Employee Stock Purchase ~~Plan, adopted by the Board on March 6, 2014 and approved by Platform’s stockholders at the annual meeting held on June 12, 2014.~~Plan.
E.U.		European Union.
Exchange Act		Securities Exchange Act of 1934, as amended.
~~Exchange Agreement~~		~~Exchange Agreement, dated October 25, 2013, between Platform and the fiduciaries of the MacDermid, Incorporated Profit Sharing and Employee Savings Plan.~~
FASB		Financial Accounting Standard Board.
FCPA		Foreign Corrupt Practices Act of 1977.



~~Terms~~		~~Definitions~~
February 2015 Notes Offering		Platform's private offering of $1.10 billion aggregate principal amount of 6.50% USD Notes due 2022 and €350 million aggregate principal amount of 6.00% EUR Notes due 2023, completed on February 2, 2015.
First Lien Credit Facility		First lien credit facility available under the Amended and Restated Credit Agreement.
Founder Entities		Mariposa Acquisition, LLC and Berggruen Holdings Ltd. and its affiliates, collectively.
GAAP		Generally ~~accepted accounting principles~~Accepted Accounting Principles in the United States.
~~GBP~~		~~Platform's Global BioSolutions Portfolio within its Agricultural Solutions segment, which includes biostimulants, innovative nutrition and biocontrol products.~~
~~GVAP~~		Platform’s Global Value Added Portfolio within its Agricultural Solutions segment, which includes products in the herbicides, insecticides, fungicides and seed treatment categories, based on patented or proprietary off-patent AIs.
H³ ~~Priority Segments~~		Agricultural Solutions' five priority segments selected for their high growth and value potential, namely Crop Establishment, Plant Stress and Stimulation, Resistant Weed Management, Specialty Protection Niches and Crop Residue Management.
~~HSRA Act~~		~~Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.~~
~~IFRS~~		~~International Financial Reporting Standards, as issued by the International Accounting Standards Board.~~
~~Initial Public Offering~~		Initial public offering of Platform (formerly named “Platform Acquisition Holdings Limited”) completed on the London Stock Exchange on May 22, 2013, raising net proceeds of approximately $881 million.
June 2015 Equity Offering		Platform's public offering of 18,226,414 shares of its common stock at a public offering price of $26.50 per share, which closed on June 29, 2015, raising gross proceeds of approximately $483 million.
~~LTCB~~		~~Platform's Long Term Cash Bonus plan, established in March 2015.~~
MacDermid		MacDermid, Incorporated, a Connecticut corporation.
MacDermid Acquisition		Platform’s acquisition on October 31, 2013 of substantially all of the equity of MacDermid Holdings, LLC, which, at the time, owned approximately 97% of MacDermid. ~~As a result, Platform became a holding company for the MacDermid business.~~ Platform acquired the remaining 3% of MacDermid on March 4, 2014, pursuant to the terms of the Exchange ~~Agreement.~~Agreement, dated October 25, 2013, between Platform and the fiduciaries of the MacDermid, Incorporated Profit Sharing and Employee Savings Plan.
MacDermid ~~Holdings~~Printing		MacDermid ~~Holdings,~~Printing Solutions LLC, now known as MacDermid Graphics Solutions LLC.

~~May 2014 Private Placement~~

Terms		Platform's private placement of an aggregate of 15,800,000 shares of its common stock completed on May 20, 2014 at a purchase price of $19.00 per share, raising gross proceeds of approximately $300 million.
~~May Resale Registration Statement~~		~~Registration Statement filed on May 23, 2014 to register the resale of all of the shares sold in the May 2014 Private Placement and declared effective on June 19, 2014.~~
~~MAS Holdings~~		~~MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands and a subsidiary of Platform.~~
~~NAV~~		~~Net asset value.~~
~~November 2014 Public Offering~~		~~Platform's public offering of 16,445,000 shares of its common stock completed on November 17, 2014 at a public offering price of $24.50 per share, raising gross proceeds of approximately $403 million.~~Definitions
November 2015 Notes Offering		Platform's private offering of $500 million aggregate principal amount of 10.375% USD Notes due 2021, completed on November 10, 2015.
~~November Resale Registration Statement~~		~~Registration statement filed on November 3, 2014 to register the resale of all of the shares sold in the October/November 2014 Private Placement and declared effective on November 10, 2014.~~
NYSE		New York Stock Exchange.
~~October/November 2014 Private Placement~~		Platform's private placement of an aggregate of 16,060,960 shares and 9,404,064 shares of its common stock completed on October 8, 2014 and November 6, 2014, respectively, at a price of $25.59 per share, raising aggregate gross proceeds of approximately $652 million.
OEM		Original Equipment Manufacturer.
OMG		OM Group, Inc. (NYSE:OMG), a Delaware corporation.
OMG Businesses		OMG's Electronic Chemicals and Photomasks businesses, collectively, other than their Malaysian subsidiary acquired separately.



~~Terms~~		~~Definitions~~
OMG Acquisition		Platform's acquisition of the OMG Businesses completed on October 28, 2015.
OMG Malaysia		OMG Electronic Chemicals (M) Sdn Bhd, a subsidiary of OMG located in Malaysia, acquired separately by Platform in the OMG Malaysia Acquisition.
OMG Malaysia Acquisition		Platform's acquisition of 100% interest in OMG Malaysia completed on January 31, 2016.
PCAOB		Public Company Accounting Oversight Board.
PDH		Platform Delaware Holdings, Inc., a subsidiary of Platform.
PDH Common Stock		Shares of common stock of PDH.
~~Percival~~		~~Percival S.A., a société anonyme incorporated and organized under the laws of Belgium, acquired by Platform on October 1, 2014.~~
~~Pershing Square~~		~~Pershing Square Capital Management, L.P.~~
Predecessor		MacDermid and its subsidiaries, collectively, for all periods prior to the MacDermid Acquisition.
Predecessor ~~2012 Period~~		~~MacDermid’s fiscal year ended December 31, 2012.~~
~~Predecessor~~ 2013 Period		Ten-month period from January 1, 2013 through October 31, 2013.
~~PSP 401(k) Plan~~Prior Senior Notes		~~Platform Specialty Products Corporation Employee Savings & 401(k) Plan, effective January 1, 2014.~~Platform's 6.00% EUR Notes due 2023 and 6.50% USD Notes due 2022, collectively.
~~REACH~~Proposed Separation		~~Regulation (EC) No 1907/2006~~Platform's proposed separation of ~~the European Parliament~~its Agricultural Solutions and ~~the Council dated December 18, 2006 relating~~Performance Solutions businesses which we expect to ~~the Registration, Evaluation, Authorization and Restriction of Chemicals, effective June 1, 2007.~~complete in 2018.
Retaining Holder		Each Holder of an equity interest of MacDermid Holdings, LLC immediately prior to the closing of the MacDermid Acquisition, not owned by Platform, who executed a RHSA.
Revolving Credit Facility		Revolving Credit Facility (in U.S. ~~Dollars~~dollars or multicurrency) available under the Amended and Restated Credit Agreement.
RHSA		Retaining Holder Securityholders’ Agreement, dated as of October 31, 2013, entered into by and between Platform and each Retaining Holder ~~relating~~pursuant to ~~the~~which they agreed to exchange of their respective ~~equity~~ interests in MacDermid Holdings, LLC for shares of PDH Common ~~Stock.~~
~~ROIC~~		~~Return on invested capital.~~Stock, at an exchange rate of $11.00 per share plus (i) a proportionate share of the $100 million contingent consideration and (ii) an interest in certain MacDermid pending litigation.
ROA		Return on assets.
RSUs		Restricted stock units issued by Platform from time to time under the 2013 Plan.
~~Sarbanes-Oxley~~		~~Sarbanes-Oxley Act of 2002.~~
SEC		Securities and Exchange Commission.
~~Security Agreement~~		~~Platform's Amended and Restated Pledge and Security Agreement, amended and restated as of October 31, 2013, as amended, supplemented and modified from time to time.~~
Securities Act		Securities Act of 1933, as amended.
Senior Notes		Platform's 5.875% USD Notes due 2025, 6.00% EUR Notes due 2023 and 6.50% USD Notes due 2022, ~~and 10.375% USD Notes due 2021,~~ collectively.
September 2016 Equity Offering		Platform's public offering of 48,787,878 shares of its common stock at a public offering price of $8.25 per share, which closed on September 21, 2016, raising gross proceeds of approximately $402.5 million.
Series A Preferred Stock		Platform's 2,000,000 shares of Series A convertible preferred stock, ~~automatically converted from ordinary shares held by the Founder Entities upon the Domestication and~~which are convertible into shares of Platform’s common stock, on a one-for-one basis, at any time at the option of the Founder Entities.
Series B Convertible Preferred Stock		Platform's 600,000 shares of Series B convertible preferred stock issued to the Arysta Seller in connection with the Arysta ~~Acquisition on February 13, 2015. As of~~Acquisition. At December 31, 2016, none of the Series B Convertible Preferred Stock ~~remain~~remained outstanding.
SERP		Supplemental Executive Retirement Plan for executive officers of Platform.
Successor		Platform and its subsidiaries, collectively, for all periods subsequent to the MacDermid Acquisition.
Successor 2013 Period		Period from April 23, 2013 (inception) through December 31, 2013.
~~Tartan~~TCJA		~~Tartan Holdings, LLC, a Delaware limited liability company, formed at the time~~Tax Cuts and Jobs Act of ~~the MacDermid Acquisition to hold the PDH Common Stock in exchange of the MacDermid Holdings equity interests.~~



~~Terms~~		~~Definitions~~
~~TSR~~		~~Total stockholder return.~~
~~U.K. Pension Plan~~		~~Retirement and death benefit plans covering employees in the United Kingdom.~~2017.
USD Incremental Term Loan		Incremental term loan under the Incremental Amendment to the Amended and Restated Credit Agreement in an aggregate principal amount of $300 million used to finance the Agriphar Acquisition.
WACC		Weighted Average Cost of Capital.



Terms		Definitions
2013 Plan		Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation ~~Plan adopted by the Board on October 31, 2013, as amended on December 16, 2013, and approved by Platform’s stockholders on June 12, 2014.~~Plan.
~~2015 Annual Report~~		~~Platform's annual report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC on March 11, 2016.~~
~~2015 Q3 Form 10-Q~~		~~Platform's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2015, as filed with the SEC on November 16, 2015.~~
~~2016~~2017 Annual Report		This annual report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017.
~~2016 Q1 Form 10-Q~~2017 Notes Offerings		Platform's ~~quarterly report~~private offering of $550 million aggregate principal amount of 5.875% USD Notes due 2025, completed on ~~Form 10-Q for the fiscal quarter ended March 31, 2016, as filed with the SEC~~November 24, 2017, and tack-on private offering of $250 million aggregate principal amount of additional 5.875% USD Notes due 2025, completed on ~~May 10, 2016.~~December 8, 2017, collectively.
~~2016 Q3 Form 10-Q~~		~~Platform's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016, as filed with the SEC on November 7, 2016.~~
~~2017~~2018 Proxy Statement		Platform’s definitive proxy statement for its ~~2017~~2018 annual meeting of stockholders expected to be filed no later than 120 days after December 31, ~~2016.~~2017.
5.875% USD Notes Indenture		The indenture, dated as of November 24, 2017, governing the 5.875% USD Notes due 2025.
5.875% USD Notes due 2025		Platform's 5.875% senior notes due 2023, denominated in U.S. dollars, issued in the 2017 Notes Offering.
6.00% EUR Notes due 2023		Platform’s 6.00% senior notes due 2023, denominated in ~~Euros,~~euros, issued in the February 2015 Notes Offering.
6.50% USD Notes due 2022		Platform’s 6.50% senior notes due 2022, denominated in U.S. ~~Dollars,~~dollars, issued in the February 2015 Notes Offering.
10.375% USD Notes Indenture		The indenture, dated November 10, 2015, as amended from time to time, governing the 10.375% USD Notes due 2021.
10.375% USD Notes due 2021		Platform's 10.375% senior notes due 2021, denominated in U.S. ~~Dollars,~~dollars, issued in the November 2015 Notes Offering. As of December 31, 2017, none of the 10.375% USD Notes due 2021 remained outstanding.



Assembly Solutions
	Electronic Assembly Materials		Assembly Solutions focuses on the development, manufacture, and sale of innovative interconnect materials, primarily into the electronic market by providing specialized fluxes, solder spheres, organic encapsulants, and die attach materials that enable successful interconnection of semiconductor devices. We also offer metal reclaim systems, primarily for tin, used in electronic assembly.
	Water Treatment		Fernox is our water treatment product line used for the filtration and conditioning of water in residential boiler systems.
Electronic Solutions
	Plating ~~Products:~~ Products		Plating products are used to plate holes drilled through printed circuit boards to connect opposite sides of the board and the different layers of multi-layer printed circuit boards. Our key products include the MacuSpec, M-Copper and M-System.
	Solderable Finishes		Solderable finishing formulations are used to deposit coatings on printed circuit boards to preserve the solderability of the finished boards.
	Circuit Formation Products		Circuit formation products represent an assortment of products for defining circuit patterns and bonding conductors to insulating materials.
	Semiconductor Materials & Packaging		Our Viaform product family of copper damascene chemistry is used in semiconductor plating applications for creating conductors as narrow as 10 nanometers. Our Microfab family of plating chemistry is used in wafer level packaging applications, including copper pillar, redistribution layers (RDLs), nickel, tin bump, gold bump and thru-silicon via (TSV) applications.
	Functional Conversion Coatings		Our products plate various parts that are used in automotive and aerospace equipment, appliances, computer hard disks and other electronic products.
Industrial Solutions
	Electroless Nickel		Electroless nickel is applied to a variety of metal and plastic surfaces to enhance corrosion resistance, wear resistance, solderability (from Electronic Solutions), and to repair worn or over-machined surfaces in a variety of applications.
	Plating Products		The CuMac range of products for applications such as plating on aluminum wheels, plastic substrates and zinc-based die castings, and the ChromKlad and ANKOR range of hard chromium plating processes ~~that can be~~are utilized in various industrial finishing applications.
~~Electroless Nickel:~~		Electroless nickel is applied to a variety of metal and plastic surfaces to enhance corrosion resistance, wear resistance, solderability and to repair worn or over-machined surfaces in a variety of applications. Legacy MacDermid was among the earliest developers of electroless nickel products, which are safer and more environmentally friendly than the products they replace.
~~Electronic Assembly Materials:~~		Our assembly material business is a leader in the development, manufacturing and sales of interconnect materials, primarily in the electronic market. Within this business, we also offer a small water treatment product line, ~~Fernox, used for the treatment of water in residential boiler systems, and metal reclaim products, primarily for tin used in electronic assembly.~~
~~Final Finishes:~~		~~Final finishes are used on printed circuit boards to preserve the solderability of the finished boards.~~
~~Circuit Formation Products:~~		~~Circuit formation products represent an assortment of products for surface preparation to promote adhesion and form circuit patterns.~~
~~Oxides:~~		~~Oxides are conversion coatings used in the fabrication of multilayer circuit boards.~~



~~Semiconductor Materials & Packaging:~~		~~Our~~ ~~Viaform~~ ~~product family of copper damascene chemistry used in semiconductor plating applications is used for applications down to 14 nm. Our~~ ~~Microfab~~ ~~family of plating chemistry is used in wafer level packaging applications, including copper pillar, RDL nickel, tin bump, gold bump and thru-silicon via (TSV) applications.~~
Pre-treatment and Cleaning ~~Solutions:~~Solutions		Pre-treatment and cleaning solutions are applied to prepare the surfaces of a wide variety of industrial products for additional treatment. We have a complete line of aqueous and semi-aqueous pre-treatment and cleaning ~~products, which are more environmentally friendly than the solvents they replace.~~products.
	Functional Conversion ~~Coatings:~~Coatings		Functional conversion coatings are applied to metals to enhance corrosion resistance and paint adhesion in a wide spectrum of industrial applications where heavy duty usage and exposure to unfavorable environments are anticipated. ~~Our products plate various parts that are used in automotive and aerospace equipment, appliances, computer hard disks and other electronic products.~~
	Hard-coated ~~Films:~~Films		Hard-coated films are used for the membrane switch in the touch screen ~~markets.~~applications.
~~Offshore Fluids:~~Graphic Solutions
	Solid Sheet Printing Elements		We offer production fluids used to operate valves for the deep water oil extraction and transportation process, and drilling fluids used to operate valves for drilling rigs on the ocean floor. Production and drilling fluids are water-based hydraulic control fluids used in subsea control systems.
~~Solid Sheet Printing Elements:~~		Solid sheet printing elements are digital and analog printing sheets, used in the flexographic printing and platemaking processes. Our extensive line of Luxflexographic plates are used in the commercial packaging ~~and~~ letterpress newspaper and publication industries.
	Liquid ~~Products:~~ Imaging Products		Liquid products are liquid photopolymers used to produce printing plates for transferring images onto commercial packaging. Our key products are MWH photopolymer, MWB 50 photopolymer, and M Stamp 40 photopolymer. We also offer products that are used in the production of liquid photopolymer plates such as substrate, coverfilms and detergents.
~~Printing Equipment:~~Offshore Solutions
	Offshore Fluids		~~We supply letterpress~~Production fluids are used to operate valves for the deep water oil extraction and ~~flexo plates~~transportation process, and drilling fluids are used to operate valves for drilling rigs on the ~~newspaper industry. Printing equipment~~ocean floor. Production and drilling fluids are ~~thermal plate processing systems that allow press-ready printing plates to be created without solvents. Our key products include~~ ~~Accent Plates~~ ~~and~~ ~~DLF dryer~~ ~~for coating plates, and~~ ~~MacDermid NAPPflex~~ ~~plates for newspaper plates.~~ water-based hydraulic fluids used in subsea control systems.



~~Crop Establishment:~~		~~Focuses on seed treatment and in-furrow applications to protect the crop in its early stages.~~
~~Plant Stress and Stimulation:~~		~~Helps the metabolism~~provided to the grower. As part of ~~the plant deal with abiotic stresses such as drought and cold, while stimulating it to enhance yields through the use of biostimulants and other solutions.~~
~~Resistant Weed Management:~~		~~Develops solutions to manage weed resistance of widely used herbicides such as glyphosate.~~
~~Specialty Protection Niches:~~		~~Creates solutions to fight against niche pests in underserved segments such as mites or bacteria.~~
~~Crop Residue Management:~~		Develops standalone biocontrol solutions or combinations of biocontrol with conventional crop protection to help growers to effectively manage residue levels in fruits & vegetables and address evolving food chain requirements.



~~Fungicides and Biofungicides:~~Crop Protection		We are one of the largest Crop Protection chemical companies by revenue. Our diverse Crop Protection chemicals control biotic stresses, such as diseases (fungicides), weeds (herbicides) and insects (insecticides).
Fungicides		Fungicides prevent the spread of ~~fungi and other~~fungal diseases in crops. ~~Biofungicides perform the same task as conventional fungicides, without chemical residues.~~ Our fungicides ~~and biofungicides~~ products include Evito,, Fortix,, ~~Proplant~~ Kasumin and ~~Vacciplant~~.Proplant.
~~Herbicides:~~Herbicides		Herbicides are used to control unwanted plants while leaving the targeted crops to grow unharmed. We ~~produce~~offer total, non-selective and selective, herbicides with a variety of formulations for many temperate and tropical crops such as ~~tomatoes, potatoes,~~ soybeans, corn, wheat, oil seed rape/canola, vegetables and ~~onions.~~sugar cane. Our main herbicide products are Dinamic,, Everest,, Pantera and ~~Select~~.Select.



Insecticides ~~Bioinsecticides and Acaricides:~~		Our insecticides, such as Cythrin Max,, Orthene and Talisma,, are products used against insect pests at different stages of the pest life cycle, from egg and larvae to nymph and adult. These products can have both crop and public health applications. ~~Bioinsecticides, such as~~ ~~Carpovirosine,~~ ~~perform the same task as conventional insecticides, without chemical residues.~~ Acaricides or miticides control a variety of mite pests on crops. These products are primarily targeted at tree fruit and nut, vine, ornamental and selected row crop applications for effective mite control programs. Our main miticide products, such as Acramite,, Floramite and Omite,, are sold globally.
~~Biostimulants and Innovative Nutrition:~~BioSolutions		AsWe believe we are have a ~~leader~~strong position as innovator in ~~the high-growth~~BioSolutions and ~~high-value biostimulants~~BioStimulants. These products are derived from natural sources that fall into several categories described below. This portfolio is highly differentiated through innovative technologies and ~~innovative nutrition segment, our biostimulants~~mixtures and ~~innovative nutrition portfolio includes a wide range of~~primarily protected by trade secrets.
BioStimulants		Biostimulants (biological stimulants) enhance crop vigor, yield and/or quality through physiological stimuli. Our BioStimulant products ~~which are often tailored to meet different needs of growers. Our biostimulants stimulate plant growth~~include Biozyme, BM Start and ~~reproductive development. Our innovative~~Appetizer.
Innovative Nutrition		Innovative nutrition products optimize the nutrition ~~of plants. This portfolio is highly differentiated and primarily protected~~in plants by ~~trade secrets.~~enhancing nutrient availability or use efficiency. Our ~~biostimulant~~Innovative Nutrition products include ~~Biozyme~~, ~~BM Start~~the Poliquel line.
BioControl		BioControl (biological control) products operate as conventional Crop Protection products with, in many cases, reduced residues of a synthetic origin. Our BioControl products, mainly biofungicides and ~~Appetizer. Our innovative nutrition products~~bioinsecticides, include ~~Foltron~~Ph-D, Carpovirusine, Vacciplant, Noctovi and ~~Poliquel~~.a wide line of natural enemies and beneficial insects for Integrated Pest Management solutions in Japan.
Seed ~~Treatments:~~Treatment		~~As a leader in the high-growth and high-value seed treatment industry, our~~Our diverse Seed Treatment portfolio encompasses ~~pioneer~~ products, such as Rancona and ~~Vitavax~~.Vitavax. Our ~~seed treatments~~Seed Treatments are applied before planting by coating the seed in order to protect it during germination and ~~protect~~ the plant during its initial growth phases. We anticipate growth in ~~seed treatments~~Seed Treatments as a result of the increasing value of seeds and the use of higher-value ~~genetically-modified~~GM seeds.


	2016				2015				2017				2016
Period	High		Low		High		Low		High		Low		High		Low
First Quarter	$	12.22	$	5.55	$	27.05	$	20.71	$	13.47	$	9.83	$	12.22	$	5.55
Second Quarter	10.77		7.99		28.35		24.90		14.32		12.11		10.77		7.99
Third Quarter	9.73		8.06		26.00		12.06		14.58		10.92		9.73		8.06
Fourth Quarter	10.40		7.17		14.84		10.12		11.70		9.45		10.40		7.17



Name		Title
Rakesh Sachdev		Chief Executive Officer
~~Sanjiv Khattri~~John P. Connolly		Chief Financial Officer
John E. Capps		Executive Vice President - General Counsel and ~~Chief Financial Officer~~Secretary
Benjamin Gliklich		Executive Vice President - Operations and Strategy
~~John E. Capps~~J. David Tolbert		~~Executive Vice President, General Counsel and Secretary~~
~~John P. Connolly~~		~~Vice President, Corporate Controller and~~ Chief ~~Accounting~~Human Resources Officer
Scot R. Benson		President - Performance Solutions
Diego Lopez Casanello		President - Agricultural Solutions


(amounts in millions, except per share data)	Year Ended December 31, 2016 ⁽¹⁾			Year Ended December 31, 2015 ⁽²⁾			Year Ended December 31, 2014 ⁽³⁾			Period from Inception (April 23, 2013) through December 31, 2013 ⁽⁴⁾			Period from January 1, 2013 through October 31, 2013 ⁽⁵⁾			Year Ended December 31, 2012
($ amounts in millions, except per share data)																			Year Ended December 31, 2017 ⁽¹⁾			Year Ended December 31, 2016 ⁽²⁾			Year Ended December 31, 2015 ⁽³⁾			Year Ended December 31, 2014⁽⁴⁾			Period from Inception (April 23, 2013) through December 31, 2013 ⁽⁵⁾			Period from January 1, 2013 through October 31, 2013 ⁽⁶⁾
	(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)
Statement of Operations Data
Net sales	$	3,585.9		$	2,542.3		$	843.2		$	118.2		$	627.7		$	731.2		$	3,775.9		$	3,585.9		$	2,542.3		$	843.2		$	118.2		$	627.7
Gross profit	1,507.7			991.9			396.6			35.7			322.8			355.1			1,589.0			1,507.7			991.9			396.6			35.7			322.8
Operating profit (loss)	253.4			71.6			9.5			(195.6		)	91.7			115.1			221.3			253.4			71.6			9.5			(195.6		)	91.7
(Loss) income before income taxes, non-controlling interests and dividends on preferred shares	(48.1		)	(229.3		)	(30.9		)	(201.4		)	26.5			71.0			(289.0		)	(48.1		)	(229.3		)	(30.9		)	(201.4		)	26.5
Income tax (expense) benefit	(28.6		)	(75.1		)	6.7			5.8			(13.0		)	(24.7		)	(6.6		)	(28.6		)	(75.1		)	6.7			5.8			(13.0		)
Net (loss) income	(76.7		)	(304.4		)	(24.2		)	(195.6		)	13.5			46.3			(295.6		)	(76.7		)	(304.4		)	(24.2		)	(195.6		)	13.5
Basic loss per share	(0.17		)	(1.52		)	(1.94		)	(2.10		)	n/a			n/a			(1.04		)	(0.17		)	(1.52		)	(1.94		)	(2.10		)	n/a
Diluted loss per share	(0.65		)	(1.52		)	(1.94		)	(2.10		)	n/a			n/a			(1.04		)	(0.65		)	(1.52		)	(1.94		)	(2.10		)	n/a
Adjusted EBITDA ⁽⁷⁾																			820.9			769.5			567.7			212.2			27.4			n/a

	December 31, 2016 ⁽¹⁾			December 31, 2015 ⁽²⁾			December 31, 2014 ⁽³⁾			December 31, 2013 ⁽⁴⁾			October 31, 2013 ⁽⁵⁾			December 31, 2012			December 31, 2017 ⁽¹⁾			December 31, 2016 ⁽²⁾			December 31, 2015 ⁽³⁾			December 31, 2014 ⁽⁴⁾			December 31, 2013 ⁽⁵⁾			October 31, 2013 ⁽⁶⁾
	(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)
Balance Sheet Data
Cash and cash equivalents	$	422.6		$	432.2		$	397.3		$	123.0		$	87.1		$	143.4		$	477.8		$	422.6		$	432.2		$	397.3		$	123.0		$	87.1
Working capital ⁽⁶⁾	988.5			1,175.2			1,355.8			263.8			170.1			246.4
Working capital ⁽⁸⁾																			1,248.8			988.5			1,175.2			1,355.8			263.8			170.1
Total assets	10,054.1			10,190.2			4,547.3			2,258.5			1,172.0			1,225.9			10,252.4			10,054.1			10,190.2			4,547.3			2,258.5			1,172.0
Total debt	5,239.0			5,228.3			1,405.6			750.6			1,107.4			712.6			5,479.5			5,239.0			5,228.3			1,405.6			750.6			1,107.4
Total equity (deficit)	2,889.8			2,273.3			2,552.6			1,115.1			(200.0		)	272.4			2,860.0			2,889.8			2,273.3			2,552.6			1,115.1			(200.0		)


⁽²⁾	In addition to the impact of the 2016 and 2015 acquisitions and related valuation of intangible assets, the results presented include the following significant items affecting comparability for the year ended December 31, 2016:



	Year Ended December 31, 2016
(amounts in millions)	$ Change			% Change
Total change	$	1,043.6		41.0	%
- Acquisitions	(994.5		)	(39.1	)%
- Foreign Currency Translation	53.9			2.1	%
Change, adjusted for acquisitions and foreign currency translation	$	103.0		4.1	%



	Year Ended December 31, 2015
(amounts in millions)	$ Change			% Change
Total change	$	1,699.1		202	%
- Acquisitions	(1,744.9		)	(207	)%
- Foreign Currency Translation	57.6			6.8	%
Change, adjusted for acquisitions and foreign currency translation	$	11.8		1.4	%



	Year Ended December 31,
(amounts in millions)	2016			2015			2014
Cash and cash equivalents, beginning of the period	$	432.2		$	397.3		$	123.0
Cash provided by operating activities	184.8			320.9			98.2
Cash used in investing activities	(74.7		)	(4,256.5		)	(1,982.7		)
Cash (used in) provided by financing activities	(102.2		)	4,001.2			2,168.9
Exchange rate impact on cash and cash equivalents	(17.5		)	(30.7		)	(10.1		)
Cash and cash equivalents, end of the period	$	422.6		$	432.2		$	397.3

Key operating metrics
Days sales outstanding (DSO) ^(a)
Performance Solutions segment ^(c)	71			65			75
Agricultural Solutions segment ^(d)	140			134			n/a
Consolidated Platform Specialty Products	106			96			75

Days in Inventory (DII) ^(b)
Performance Solutions segment^(c)	60			81			81
Agricultural Solutions segment ^(d)	93			99			n/a
Consolidated Platform Specialty Products	72			89			81



		Incorporated by Reference				Included in this 2016 Annual Report
Exhibit Nb.	Exhibit Description	Form	File Nb.	Exhibit Nb.	Filing Date	Included in this 2016 Annual Report
2.1	Share Purchase Agreement, dated as of October 20, 2014, between Nalozo S.à.r.l. and Platform	8-K	001-36272	2.1	10/21/2014
2.2	Amendment Agreement dated as of December 2, 2014, between Nalozo S.à.r.l. and Platform	8-K	001-36272	2.1	12/4/2014
2.3	Amendment Agreement, dated as of February 11, 2015, between Nalozo S.à.r.l., Nalozo L.P. and Platform	8-K	001-36272	2.3	2/17/2015
2.4	Amendment Agreement, dated as of October 27, 2015, between Nalozo S.à.r.l., Nalozo L.P. and Platform	8-K	001-36272	2.4	10/30/2015
2.5	Settlement Agreement and Release, dated September 9, 2016, among Platform and MacDermid Agricultural Solutions, Inc. and Permira Advisers LLC, Nalozo S.à.r.l., and Nalozo L.P.	8-K	001-36272	2.1	9/12/2016
2.6	Rule 2.7 Announcement, dated as of July 13, 2015	8-K	001-36272	2.1	7/13/2015
2.7	Co-operation Agreement, dated as of July 13, 2015, by and among Platform, MacDermid Performance Acquisitions Ltd. and Alent plc	8-K	001-36272	2.2	7/13/2015
3.1 (a)	Certificate of Incorporation	S-4 POS	333-192778	3.1	1/24/2014
3.1 (b)	Certificate of Amendment of Certificate of Incorporation	8-K	001-36272	3.1	6/13/2014
3.1 (c)	Certificate of Designation of Series B Convertible Preferred Stock	8-K	001-36272	3.1	2/17/2015
3.1(d)	Certificate of Retirement of Series B Convertible Preferred Stock	8-K	001-36272	3.1	12/16/2016
3.2	Amended and Restated By-laws	10-K	001-36272	3.2	3/31/2014
4.1	Specimen Common Stock certificate	S-4/A	333-192778	4.1	1/2/2014
4.2	Indenture, dated as of February 2, 2015, among Escrow Issuer, the Trustee and the EUR Agent	8-K	001-36272	4.1	2/3/2015
4.3	Supplemental Indenture, dated as of February 13, 2015, among Platform, the Initial Guarantors, the Trustee and the EUR Agent	8-K	001-36272	4.2	2/17/2015
4.4	Second Supplemental Indenture, dated as of May 20, 2015, among Platform, the Subsequent Guarantors, the other Guarantors, the Trustee, and the EUR Agent	10-K	001-36272	4.4	3/11/2016



	Preferred Stock			Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity			Non-controlling Interests			Total Equity (Deficit)
	Shares	Amount		Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity			Non-controlling Interests			Total Equity (Deficit)
Balance at December 31, 2013	2,000,000	$	—	103,571,941	$	—	$	1,212.0		$	(194.2	)	$	1.3		$	1,019.1		$	96.0		$	1,115.1
Net (loss) income	—	—		—	—		—			(29.9		)	—			(29.9		)	5.7			(24.2		)
Other comprehensive loss	—	—		—	—		—			—			(131.9		)	(131.9		)	(6.4		)	(138.3		)
Impact of Domestication	—	—		—	1.0		(1.0		)	—			—			—			—			—
Issuance of common shares at $11.00 per share on January 5, 2014	—	—		3,959	—		—			—			—			—			—			—
Issuance of common shares to Directors on 7/31/14	—	—		9,242	—		—			—			—			—			—			—
Issuance of common stock under ESPP	—	—		11,139	—		0.2			—			—			0.2			—			0.2
Exercise of warrants for common shares at $11.50 per share	—	—		16,244,694	0.2		186.7			—			—			186.9			—			186.9
Issuance of common shares at $19.00 per share in connection with Private Placement Offering on May 20, 2014	—	—		15,800,000	0.2		300.0			—			—			300.2			—			300.2
Issuance costs in connection with Private Placement Offering on May 20, 2014	—	—		—	—		(13.8		)	—			—			(13.8		)	—			(13.8		)
Issuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement	—	—		1,670,386	—		18.4			—			—			18.4			—			18.4
Issuance of common shares at $25.59 per share in connection with Private Placement Offering on October 8, 2014	—	—		16,060,960	0.2		410.8			—			—			411.0			—			411.0
Issuance costs in connection with Private Placement Offering on October 8, 2014	—	—		—	—		(0.3		)	—			—			(0.3		)	—			(0.3		)
Issuance of common shares in connection with Agriphar Acquisition	—	—		711,551	—		16.6			—			—			16.6			—			16.6
Issuance of common shares in connection with Chemtura Acquisition	—	—		2,000,000	—		52.0			—			—			52.0			—			52.0
Issuance of common shares at $25.59 per share on November 6, 2014	—	—		9,404,064			240.6			—			—			240.6			—			240.6
Issuance of common shares at $24.50 per share in connection with Public Offering on Nov. 17, 2014	—	—		16,445,000	0.2		402.7			—			—			402.9			—			402.9
Issuance costs in connection with Public Offering on November 17, 2014	—	—		—	—		(15.1		)	—			—			(15.1		)	—			(15.1		)
Declaration of stock dividend on Founders' preferred shares	—	—		—	0.1		(0.1		)	—			—			—			—			—
Recovery of short swing profits, net	—	—		—	—		0.5			—			—			0.5			—			0.5
Equity compensation expense	—	—		—	—		0.7			—			—			0.7			—			0.7
Conversion of PDH non-controlling interest to common shares	—	—		134,044	—		1.5			—			—			1.5			(1.5		)	—
Distribution to non-controlling interests	—	—		—	—		—			—			—			—			(0.8		)	(0.8		)
Balance at December 31, 2014	2,000,000	$	—	182,066,980	$	1.9	$	2,812.4		$	(224.1	)	$	(130.6	)	$	2,459.6		$	93.0		$	2,552.6



	Preferred Stock			Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive loss			Total Stockholders' Equity			Non- controlling interests			Total equity
	Shares	Amount		Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive loss			Total Stockholders' Equity			Non- controlling interests			Total equity
Balance at December 31, 2014	2,000,000	$	—	182,066,980	$	1.9	$	2,812.4		$	(224.1	)	$	(130.6	)	$	2,459.6		$	93.0		$	2,552.6
Net (loss) income	—	—		—	—		—			(308.6		)	—			(308.6		)	4.2			(304.4		)
Other comprehensive loss	—	—		—	—		—			—			(755.5		)	(755.5		)	(40.0		)	(795.5		)
Issuance of common stock to Founder Entities as stock dividend to Series A Preferred Stock declared on December 31, 2014	—	—		10,050,290	—		—			—			—			—			—			—
Issuance of common stock to former non-founder director for exercise of stock options	—	—		75,000	—		0.9			—			—			0.9			—			0.9
Conversion of PDH Common Stock into common stock	—	—		578,874	—		6.6			—			—			6.6			(6.6		)	—
Issuance of common stock under ESPP	—	—		44,361	—		0.7			—			—			0.7			—			0.7
Equity compensation expense	—	—		—	—		0.9			—			—			0.9			—			0.9
Acquisition of non-controlling interest with Arysta Acquisition	—	—		—	—		—			—			—			—			125.4			125.4
Issuance of common stock at $26.50 per share in June 2015 Equity Offering	—	—		18,226,414	0.2		482.7			—			—			482.9			—			482.9
Issuance costs in connection with June 2015 Equity Offering	—	—		—	—		(15.0		)	—			—			(15.0		)	—			(15.0		)
Issuance of common shares to non-employee	—	—		2,500	—		—			—			—			—			—			—
Acquisition of remaining interest in Arysta Colombia	—	—		—	—		—			—			—			—			(3.3		)	(3.3		)
Issuance of common shares at $12.56 per share in connection with Alent acquisition on December 1, 2015	—	—		18,419,738	0.2		231.2			—			—			231.4			—			231.4
Sale of 50.65% ownership in Arysta Toyo Green Co LTD, including maintenance sub	—	—		—	—		—			—			—			—			(1.7		)	(1.7		)
Distribution to non-controlling interests	—	—		—	—		—			—			—			—			(1.6		)	(1.6		)
Balance at December 31, 2015	2,000,000	$	—	229,464,157	$	2.3	$	3,520.4		$	(532.7	)	$	(886.1	)	$	2,103.9		$	169.4		$	2,273.3



Buildings and building improvements (years)	5	to	20
Machinery, equipment and fixtures (years)	3	to	15
Computer hardware and software (years)	3	to	7
Furniture and automobiles (years)	3	to	7
Leasehold improvements	Lesser of useful life or lease life



	Average useful life (in years)
Buildings and building improvements	5	to	20
Machinery, equipment and fixtures	3	to	15
Computer hardware and software	3	to	7
Furniture and automobiles	3	to	7
Leasehold improvements	Lesser of useful life or lease term


(amounts in millions)	Year of Acquisition	Net Sales		Net Income (Loss)
($ amounts in millions)							Year of Acquisition	Net Sales		Net Income (Loss)
OMG Malaysia	2016	$	30.9	$	3.2		2016	$	30.9	$	3.2
Alent	2015	70.8		(12.4		)	2015	70.8		(12.4		)
OMG	2015	20.7		(0.4		)	2015	20.7		(0.4		)
Arysta	2015	1,197.0		(86.7		)	2015	1,197.0		(86.7		)
CAS	2014	61.9		(20.5		)
Agriphar	2014	26.1		(8.3		)



($ amounts in millions)	OMG Malaysia
Consideration
Cash, net	$	(1.3	)
Note receivable settlement	125.0
Total consideration	$	123.7

Acquisition costs	$	0.5

Identifiable assets acquired and liabilities assumed
Accounts receivable	$	4.3
Inventories	6.4
Other current assets	0.2
Property, plant and equipment	4.7
Identifiable intangible assets	43.9
Current liabilities	(3.5		)
Non-current deferred tax liability	(11.3		)
Total identifiable net assets	44.7
Goodwill	79.0
Total purchase price	$	123.7



	OMG Malaysia
($ amounts in millions)	Fair Value		Weighted average useful life (years)
Customer lists	$	41.0	15.0
Developed technology	2.9		5.0
Total	$	43.9	14.3


		December 31, 2016							December 31, 2015							December 31, 2017							December 31, 2016
(amounts in millions)	Weighted average useful life (years)	Gross Carrying Amount		Accumulated Amortization and Foreign Exchange			Net Book Value		Gross Carrying Amount		Accumulated Amortization and Foreign Exchange			Net Book Value
($ amounts in millions)																Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Customer lists	18.0	$	1,245.9	$	(174.5	)	$	1,071.4	$	1,297.2	$	(184.0	)	$	1,113.2	$	1,303.3	$	(263.5	)	$	1,039.8	$	1,245.9	$	(174.5	)	$	1,071.4
Developed technology ⁽¹⁾	11.6	2,022.1		(254.9		)	1,767.2		2,260.9		(440.4		)	1,820.5		2,250.7		(557.0		)	1,693.7		2,022.1		(254.9		)	1,767.2
Tradenames	7.7	25.1		(8.2		)	16.9		24.2		(5.4		)	18.8
Trade names																30.3		(13.8		)	16.5		25.1		(8.2		)	16.9
Non-compete agreement	5.0	1.9		(1.1		)	0.8		1.9		(0.5		)	1.4		2.8		(1.3		)	1.5		1.9		(1.1		)	0.8
Total	14.0	$	3,295.0	$	(438.7	)	$	2,856.3	$	3,584.2	$	(630.3	)	$	2,953.9	$	3,587.1	$	(835.6	)	$	2,751.5	$	3,295.0	$	(438.7	)	$	2,856.3


(amounts in millions)	Amortization Expense
2017	$	266.7
($ amounts in millions)			Amortization Expense
2018	266.5		$	282.6
2019	266.4		282.4
2020	261.7		277.9
2021	253.5		269.5
2022			254.9



	Total		RSUs				Stock Options
	Total		Equity Classified		Liability Classified		Stock Options
Outstanding as of December 31, 2015	1,006,436		501,634		329,802		175,000
Granted	2,145,066		1,754,868		—		390,198
Exercised/Issued	(7,642	)	(7,642	)	—		—
Forfeited	(140,857	)	(131,367	)	(9,490	)	—
Outstanding as of December 31, 2016	3,003,003		2,117,493		320,312		565,198



	Total		RSUs				Stock Options ⁽¹⁾
	Total		Equity Classified		Liability Classified		Stock Options ⁽¹⁾
Outstanding at December 31, 2016	3,003,003		2,117,493		320,312		565,198
Granted	1,373,921		1,117,719		—		256,202
Exercised/Issued	(122,769	)	(107,450	)	—		(15,319	)
Forfeited	(578,429	)	(503,911	)	(634	)	(73,884	)
Outstanding at December 31, 2017	3,675,726		2,623,851		319,678		732,197


Year of Issuance:	RSUs	Weighted average grant date fair value		Weighted average vesting period (months)	RSUs	Weighted average grant date fair value		Weighted average vesting period (months)
2017					1,117,719	$	16.08	31.2
2016	1,754,868	$	10.85	33.8	1,754,868	10.85		33.8
2015	453,260	24.55		54.6	453,260	24.55		54.6
2014	151,352	26.13		42.5


⁽¹⁾	Weighted average expected term is calculated based on the award vesting period.