A Dark Vector Cognition product

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

15K characters. Original on sec.gov · Markdown

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements
1.Consolidated financial statements

The following documents are filed as part of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm55
Consolidated Statements of Operations for the year ended December 31, 2018, 2017 and 201657
Consolidated Statements of Comprehensive Income for the year ended December 31, 2018, 2017 and 201658
Consolidated Balance Sheets as of December 31, 2018 and 201759
Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2018, 2017 and 201660
Consolidated Statements of Cash Flows for the year ended December 31, 2018, 2017 and 201661
Notes to Consolidated Financial Statements62
2.The following financial statement schedule is filed as part of this Annual Report on Form 10-K:

Schedule II—Valuation and Qualifying Accounts and Reserves For the Year Ended December 31, 2018, 2017 and 2016

All other schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Balance at Beginning of PeriodAdditions (Reductions) to Costs and ExpensesWrite OffsBalance at End of Period
(in thousands)
Allowance for doubtful accounts(1):
Year Ended December 31, 2016$1,108$8,585$(6,747)$2,946
Year Ended December 31, 2017$2,946$9,948$(7,080)$5,814
Year Ended December 31, 2018$5,814$12,321$(15,757)$2,378
Valuation allowance for deferred tax assets:
Year Ended December 31, 2016$31,685$(31,429)$—$256
Year Ended December 31, 2017$256$22$—$278
Year Ended December 31, 2018$278$(27)$—$251
(1)Balances have been recast to reflect the adoption of new revenue accounting standard (Refer to Note 1 "Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements for details).
(b)The following Exhibits are included in this Annual Report on Form 10-K:
Exhibit NumberDescriptionFormDateExhibit Number Incorporated by Reference hereinFiled herewith
3.1Amended and Restated Certificate of Incorporation of registrantForm S-1, as amended (File No. 333-49932)12/28/20003.1
3.2Amended and Restated Bylaws of registrantForm 8-K2/29/20123.2
4.1Form of Specimen Common Stock CertificateForm S-1, as amended (File No. 333-49932)1/17/20014.1
10.1†Registrant's 2005 Incentive Plan (as amended May 2016)Form 10-K2/28/201710.1
10.2†Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed after September 2016)Form 10-K2/28/201710.2
10.2A†Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed prior to September 2016)Form 10-K2/28/201710.2A
10.3Align’s 2010 Employee Stock Purchase PlanForm 8-K5/25/201010.2
10.4†Form of Indemnification Agreement by and between registrant and its Board of Directors and its executive officersForm S-1 as amended (File No. 333-49932)1/17/200110.15
10.5†Form of restricted stock unit award agreement under registrant’s 2005 Incentive Plan (General Form; Director Form)Form 10-Q11/5/200710.1C
10.6†Form of option award agreement under registrant’s 2005 Incentive PlanForm 10-Q8/4/200510.4
10.7†Form of Employment Agreement entered into by and between registrant and each executive officer (other than CEO for executives appointed prior to September 2016)Form 10-Q5/8/200810.3
10.8†Form of Employment entered into by and between registrant and each executive officer (other than CEO for executives appointed after September 2016)Form 10-K2/28/201710.8
10.10†Summary of 2018 Incentive Awards and Base Salary for NEOsForm 8-K2/5/2019
10.11†Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer hired after 9/16)10.1*
10.12†Form of Market Stock Unit Agreement under Registrant's 2015 Incentive Plan (Officers hired pre-9/16)10.2*
10.12†Form of Market Stock Unit Agreement for CEO (Focal grants)10.3*
10.12†Form of Market Stock Unit Agreement for CEO Special MSU Award June 2018Form 8-K6/25/201810.1
10.15†Amended and Restated Chief Executive Officer Employment Agreement between Align Technology, Inc. and Joseph HoganForm 10-Q5/1/201510.3
10.16†Form of Restricted Stock Unit Agreement (CEO)Form 10-Q7/30/201510.31
10.18†Employment Agreement between registrant and John F. Morici (Chief Financial Officer)Form 10-Q11/8/201610.2
10.19Purchase and Sale Agreement between registrant and LBA RIV-Company XXX, LLC dated December 19, 2016Form 8-K12/23/201610.1
10.20Class C Non-Incentive Unit Purchase Agreement dated July 25, 2016Form 8-K7/28/201610.1
Exhibit NumberDescriptionFormDateExhibit Number Incorporated by Reference hereinFiled herewith
10.21Purchase and Sale Agreement dated July 24, 2017 between Align Technology de Costa Rica, S.R.L. and Belan Business Center, S.A.Form 8-K7/27/201710.1
10.22Membership Interest Purchase Agreement dated July 24, 2017 between Align Technology, Inc. and SmileDirectClub, LLC.Form 8-K7/27/201710.2
10.23Purchase and Sale Agreement between Align Technology de Costa Rica, S.R.L. and Belen Business Center, S.A. dated November 15, 2017Form 8-K11/20/201710.1
10.25Credit Agreement between Align Technology, Inc. and Wells Fargo Bank, National Association dated February 27, 2018Form 8-K2/27/201810.1
10.26Purchase and Sale Agreement between Align Technology, Inc. and Slater Road I, LLC dated January 29, 201910.4*
10.27Fixed Dollar Accelerated Share Repurchase Transaction dated November 7, 201810.5*
10.28Align 2019 Global RSU Agreement10.6*
21.1Subsidiaries of Align Technology, Inc.*
23.1Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm*
31.1Certifications of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003*
31.2Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003*
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003*
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document*
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*

†Management contract or compensatory plan or arrangement filed as an Exhibit to this form pursuant to Items 14(a) and 14(c) of Form 10-K.
††Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions have been filed with the SEC.

Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY