Item 15. Exhibit and Financial Statement Schedules.

27K characters. Original on sec.gov · Markdown

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 Firm			54
Consolidated Statements of Operations for the year ended December 31, 2023, 2022 and 2021			56
Consolidated Statements of Comprehensive Income for the year ended December 31, 2023, 2022 and 2021			57
Consolidated Balance Sheets as of December 31, 2023 and 2022			58
Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2023, 2022 and 2021			59
Consolidated Statements of Cash Flows for the year ended December 31, 2023, 2022 and 2021			60
Notes to Consolidated Financial Statements			61

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, 2023, 2022 and 2021

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 Period		Additions (Reductions) to Costs and Expenses		Write Offs		Balance at End of Period
	(in thousands)
Allowance for doubtful accounts:
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
Year Ended December 31, 2023	$	10,343	$	8,002	$	(3,452)	$	14,893
Valuation allowance for deferred tax assets:
Year Ended December 31, 2021	$	1,325	$	11,613	$	—	$	12,938
Year Ended December 31, 2022	$	12,938	$	10,348	$	—	$	23,286
Year Ended December 31, 2023	$	23,286	$	(8,295)	$	—	$	14,991

(b)The following Exhibits are included in this Annual Report on Form 10-K:


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
3.1B	Certificate of Amendment to the Amended and Restated Certificate of Incorporation	10-Q	8/4/2023	3.1B
3.2	Amended and Restated Bylaws of registrant	8-K	1/17/2024	3.1
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
10.1A†	Registrant’s 2010 Employee Stock Purchase Plan (as amended and restated as of May 19, 2021)	8-K	5/20/2021	10.1
10.2†	Registrant's 2005 Incentive Plan (as amended and restated May 20 23 )	8-K	5/18/2023	10.1
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 Restricted Stock Unit Agreement under Registrant's 2005 Incentive Plan (CEO Form)	10-Q	5/5/2023	10.1
10.8†	Form of Restricted Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016)	10-Q	5/5/2023	10.2
10.9†	Form of Restricted Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016)	10-Q	5/5/2023	10.3
10.10†	Form of option award agreement under registrant’s 2005 Incentive Plan	10-Q	8/4/2005	10.4
10.11†	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-K	2/28/2020	10.8
10.11 A†	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-K	2/28/2020	10.8A
10.12 †	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-K	2/26/2021	10.9
10.12 A†	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-K	2/26/2021	10.9A
10.1 3 †	Form of Market Stock Unit Agreement for CEO (Focal grants)	10-K	2/28/2020	10.9
10.1 4 †	Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (CEO Form)	10-Q	5/5/2023	10.4
10.1 5 †	Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016)	10-Q	5/5/2023	10.5
10.1 6 †	Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016)	10-Q	5/5/2023	10.6


Exhibit Number	Description	Form	Date	Exhibit Number Incorporated by Reference herein	Filed herewith
10.1 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)	10-Q	5/8/2008	10.3
10.1 8 †	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
10.1 9 †	Amended and Restated Chief Executive Officer Employment Agreement between Align Technology, Inc. and Joseph Hogan	10-Q	5/1/2015	10.30
10.20 †	Employment Agreement between registrant and John F. Morici (Chief Financial Officer)	10-Q	11/8/2016	10.2

10.21 †	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

10.2 2	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

10.23	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
10.24	First 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-K	2/27/2023	10.18
10.25	Second 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-K	2/27/2023	10.19
10.26	Fixed Dollar Accelerated Share Repurchase Transaction between Citibank, N.A and Align Technology, Inc. dated October 26, 2023				*
10.27	Subscription Agreement, dated as of April 24, 2023 between Align Technology, Inc. and Heartland Dental Holding Corporation	10-Q	8/4/23	10.1
10.28	Stockholders' Agreement, dated as of April 24, 2023 by and among Heartland Dental Holding Corporation, Heartland Dental Topco, LLC, KKR Core Holding Company LLC, KKR Partners IV L.P., any Sponsor Group Permitted Transferee as defined in the Agreement and Align Technology, Inc.	10-Q	8/4/23	10.2
10.29	Side Letter, dated as of April 24, 2023 by and among Heartland Dental Holding Corporation, Heartland Dental Topco, LLC, KKR Core Holding Company LLC, KKR Partners IV L.P., any Sponsor Group Permitted Transferee as defined in the Stockholders' Agreement and Align Technology, Inc.	10-Q	8/4/23	10.3
1 0.30	Share Purchase Agreement, dated September 1, 2023, between Align Holdings GMBH, Align Technology Switzerland GMBH and the Sellers provided therein	10-Q	11/3/23	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				*
32 t	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				*
97.1	Clawback Policy				*


Exhibit Number	Description	Form	Date	Exhibit Number Incorporated by Reference herein	Filed herewith
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)				*


**			Portions of the exhibit, marked by brackets and asterisks [***], have been omitted because the omitted information is not material and (i) would likely cause competitive harm to the registrant if publicly disclosed or (ii) is information that the registrant treats as private or confidential.
†			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

Previous: Item 14. Principal Accountant Fees and Services. · Next: Item 16. Form 10-K Summary.