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Item 15. Exhibit and Financial Statement Schedules.

21K characters. Original on sec.gov ·

Item 15. Exhibit and 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 Firm56
Consolidated Statements of Operations for the year ended December 31, 2022, 2021 and 202058
Consolidated Statements of Comprehensive Income for the year ended December 31, 2022, 2021 and 202059
Consolidated Balance Sheets as of December 31, 2022 and 202160
Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2022, 2021 and 202061
Consolidated Statements of Cash Flows for the year ended December 31, 2022, 2021 and 202062
Notes to Consolidated Financial Statements63

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, 2022, 2021 and 2020

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:
Year Ended December 31, 2020$6,756$12,073$(8,590)$10,239
Year Ended December 31, 2021$10,239$2,814$(3,808)$9,245
Year Ended December 31, 2022$9,245$4,102$(3,004)$10,343
Valuation allowance for deferred tax assets:
Year Ended December 31, 2020$1,086$239$—$1,325
Year Ended December 31, 2021$1,325$11,613$—$12,938
Year Ended December 31, 2022$12,938$10,348$—$23,286

(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 registrantS-1, as amended (File No. 333-49932)12/28/20003.1
3.1ACertificate of Amendment to the Amended and Restated Certificate of Incorporation8-K5/20/20163.01
3.2Amended and Restated Bylaws of registrant8-K2/29/20123.2
3.2AAmendment to Amended and Restated Bylaws of registrantDef 14A4/7/20211.0
4.1Form of Specimen Common Stock CertificateS-1, as amended (File No. 333-49932)1/17/20014.1
4.2Description of the Capital Stock of registrant10-K2/28/20204.2
10.1A†Registrant’s 2010 Employee Stock Purchase Plan (as amended and restated as of May 19, 2021)8-K5/20/202110.1
10.2†Registrant's 2005 Incentive Plan (as amended May 2016)10-K2/26/202110.2
10.3†Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed after September 2016)10-K2/28/202010.3
10.3A†Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed prior to September 2016)10-K2/28/202010.3A
10.4†Form of RSU agreement (CEO)10-K2/28/202010.4
10.5†Form of RSU agreement under Registrant's 2005 Incentive Plan (Non-employee Director Form)10-K2/28/202010.5
10.6†Align 2019 Global RSU Agreement10-K2/28/201910.6
10.7†Form of option award agreement under registrant’s 2005 Incentive Plan10-Q8/4/200510.4
10.8†Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2019, 2020 and 2022 to officers appointed after September 2016)10-K2/28/202010.8
10.8A†Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2019, 2020 and 2022 to officers appointed prior to September 2016)10-K2/28/202010.8A
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-K2/26/202110.9
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-K2/26/202110.9A
10.10†Form of Market Stock Unit Agreement for CEO (Focal grants)10-K2/28/202010.9
10.11†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-Q5/8/200810.3
10.12†Form of Employment Agreement entered into by and between registrant and each executive officer (other than CEO for executives appointed after September 2016)10-K2/28/201710.8
10.13†Amended and Restated Chief Executive Officer Employment Agreement between Align Technology, Inc. and Joseph Hogan10-Q5/1/201510.30
10.14†Employment Agreement between registrant and John F. Morici (Chief Financial Officer)10-Q11/8/201610.2
10.15†Form of Indemnification Agreement by and between registrant and its Board of Directors and its executive officersS-1 as amended (File No. 333-49932)1/17/200110.15
10.16Sale 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, 202010-Q5/5/202010.1
Exhibit NumberDescriptionFormDateExhibit Number Incorporated by Reference hereinFiled herewith
10.17Credit Agreement between Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 202010-Q10/30/202010.1
10.18First Amendment, dated April 21, 2022, to 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*
10.19Second Amendment, dated December 23, 2022, to 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*
10.20Fixed Dollar Accelerated Share Repurchase Transaction between Goldman Sachs & Co. LLC and Align Technology, Inc. dated October 28, 2022*
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*
32tCertification 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.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*

†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.
tFurnished herewith

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