(a)Financial Statements
1.Consolidated financial statements
The following documents are filed as part of this Annual Report on Form 10-K:
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| Report of Independent Registered Public Accounting Firm | | | 54 | | |
| Consolidated Statements of Operations for the year ended December 31, 2020, 2019 and 2018 | | | 57 | | |
| Consolidated Statements of Comprehensive Income for the year ended December 31, 2020, 2019 and 2018 | | | 58 | | |
| Consolidated Balance Sheets as of December 31, 2020 and 2019 | | | 59 | | |
| Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2020, 2019 and 2018 | | | 60 | | |
| Consolidated Statements of Cash Flows for the year ended December 31, 2020, 2019 and 2018 | | | 61 | | |
| Notes to Consolidated Financial Statements | | | 62 | | |
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, 2020, 2019 and 2018
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
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| | | | | | Balance at Beginning of Period | | | | | | Additions (Reductions) to Costs and Expenses | | | | | | Write Offs | | | | | | Balance at End of Period | | |
| | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2018 1 | | | | | | $ | 5,814 | | | | | $ | 870 | | | | | $ | (4,306) | | | | | $ | 2,378 | |
| Year Ended December 31, 2019 1 | | | | | | $ | 2,378 | | | | | $ | 5,853 | | | | | $ | (1,475) | | | | | $ | 6,756 | |
| Year Ended December 31, 2020 | | | | | | $ | 6,756 | | | | | $ | 12,073 | | | | | $ | (8,590) | | | | | $ | 10,239 | |
| Valuation allowance for deferred tax assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2018 | | | | | | $ | 278 | | | | | $ | (27) | | | | | $ | — | | | | | $ | 251 | |
| Year Ended December 31, 2019 | | | | | | $ | 251 | | | | | $ | 835 | | | | | $ | — | | | | | $ | 1,086 | |
| Year Ended December 31, 2020 | | | | | | $ | 1,086 | | | | | $ | 239 | | | | | $ | — | | | | | $ | 1,325 | |
1 Certain prior period information has been recast to conform to current year presentation.
(b)The following Exhibits are included in this Annual Report on Form 10-K:
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| Exhibit Number | | | Description | | | Form | | | Date | | | Exhibit Number Incorporated by Reference herein | | | | | | Filed herewith | | |
| 3.1 | | | Amended and Restated Certificate of Incorporation of registrant | | | S-1, as amended (File No. 333-49932) | | | 12/28/2000 | | | 3.1 | | | | | | | | |
| 3.1A | | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | | | 8-K | | | 5/20/2016 | | | 3.01 | | | | | | | | |
| 3.2 | | | Amended and Restated Bylaws of registrant | | | 8-K | | | 2/29/2012 | | | 3.2 | | | | | | | | |
| 4.1 | | | Form of Specimen Common Stock Certificate | | | S-1, as amended (File No. 333-49932) | | | 1/17/2001 | | | 4.1 | | | | | | | | |
| 4.2 | | | Description of the Capital Stock of registrant | | | 10-K | | | 2/28/2020 | | | 4.2 | | | | | | | | |
| 10.1† | | | Registrant's 2010 Employee Stock Purchase Plan | | | 8-K | | | 5/25/2010 | | | 10.02 | | | | | | | | |
| 10.2† | | | Registrant's 2005 Incentive Plan (as amended May 2016) | | | | | | | | | | | | | | | * | | |
| 10.3† | | | Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed after September 2016) | | | 10-K | | | 2/28/2020 | | | 10.3 | | | | | | | | |
| 10.3A† | | | Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed prior to September 2016) | | | 10-K | | | 2/28/2020 | | | 10.3A | | | | | | | | |
| 10.4† | | | Form of RSU agreement (CEO) | | | 10-K | | | 2/28/2020 | | | 10.4 | | | | | | | | |
| 10.5† | | | Form of RSU agreement under Registrant's 2005 Incentive Plan (Non-employee Director Form) | | | 10-K | | | 2/28/2020 | | | 10.5 | | | | | | | | |
| 10.6† | | | Align 2019 Global RSU Agreement | | | 10-K | | | 2/28/2019 | | | 10.6 | | | | | | | | |
| 10.7† | | | Form of option award agreement under registrant’s 2005 Incentive Plan | | | 10-Q | | | 8/4/2005 | | | 10.4 | | | | | | | | |
| 10.8† | | | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2018, 2019 and 2020 to officers appointed after September 2016) | | | 10-K | | | 2/28/2020 | | | 10.8 | | | | | | | | |
| 10.8A† | | | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2018, 2019 and 2020 to officers appointed prior to September 2016) | | | 10-K | | | 2/28/2020 | | | 10.8A | | | | | | | | |
| 10.9† | | | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed after September 2016) | | | | | | | | | | | | | | | * | | |
| 10.9A† | | | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed prior to September 2016) | | | | | | | | | | | | | | | * | | |
| 10.10† | | | Form of Market Stock Unit Agreement for CEO (Focal grants) | | | 10-K | | | 2/28/2020 | | | 10.9 | | | | | | | | |
| 10.11† | | | Form of Market Stock Unit Agreement for CEO Special MSU Award June 2018 | | | 8-K | | | 6/25/2018 | | | 10.1 | | | | | | | | |
| 10.12† | | | Form of Employment Agreement entered into by and between registrant and each executive officer (other than CEO for executives appointed prior to September 2016) | | | 10-Q | | | 5/8/2008 | | | 10.3 | | | | | | | | |
| 10.13† | | | Form of Employment Agreement entered into by and between registrant and each executive officer (other than CEO for executives appointed after September 2016) | | | 10-K | | | 2/28/2017 | | | 10.8 | | | | | | | | |
| 10.14† | | | Amended and Restated Chief Executive Officer Employment Agreement between Align Technology, Inc. and Joseph Hogan | | | 10-Q | | | 5/1/2015 | | | 10.3 | | | | | | | | |
| 10.15† | | | Employment Agreement between registrant and John F. Morici (Chief Financial Officer) | | | 10-Q | | | 11/8/2016 | | | 10.2 | | | | | | | | |
| 10.16† | | | Form of Executive Officer Relocation Reimbursement Agreement | | | | | | | | | | | | | | | * | | |
| 10.17† | | | Form of Indemnification Agreement by and between registrant and its Board of Directors and its executive officers | | | S-1 as amended (File No. 333-49932) | | | 1/17/2001 | | | 10.15 | | | | | | | | |
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| 10.18 | | | Sale and Purchase Agreement between CETP III Ivory S.a.r.l., and Align Technology, Inc. and its indirect wholly owned German subsidiary, mertus 602.GmbH, dated March 3, 2020 | | | 10-Q | | | 5/5/2020 | | | 10.1 | | | | | | | | |
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| Exhibit Number | | | Description | | | Form | | | Date | | | Exhibit Number Incorporated by Reference herein | | | | | | Filed herewith | | |
| 10.19 | | | Class C Non-Incentive Unit Purchase Agreement dated July 25, 2016 | | | 8-K | | | 7/28/2016 | | | 10.1 | | | | | | | | |
| 10.20 | | | Membership Interest Purchase Agreement dated July 24, 2017 between Align Technology, Inc. and SmileDirectClub, LLC. | | | 8-K | | | 7/27/2017 | | | 10.2 | | | | | | | | |
| 10.21 | | | Credit Agreement between Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020 | | | 10-Q | | | 10/30/2020 | | | 10.1 | | | | | | | | |
| 21.1 | | | Subsidiaries of Align Technology, Inc. | | | | | | | | | | | | | | | * | | |
| 23.1 | | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | | | | | | | | | | | | | | | * | | |
| 31.1 | | | Certifications 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 | | | | | | | | | | | | | | | * | | |
| 31.2 | | | Certifications 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 | | | | | | | | | | | | | | | * | | |
| 32t | | | Certification 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.INS | | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | | | | | | | | | | | | | | | * | | |
| 101.SCH | | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | * | | |
| 101.CAL | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | * | | |
| 101.DEF | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | | | * | | |
| 101.LAB | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | * | | |
| 101.PRE | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | | | * | | |
| 104 | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | | | | | | | | * | | |
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| † | | | 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. | | |
| t | | | Furnished herewith | | |