In addition to historical information, this quarterly report on Form 10-Q
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements include, among other things, our expectations and intentions
regarding our strategic objectives and the means to achieve them, our beliefs
regarding the impact of technological innovation in general, and in our
solutions and products in particular, on target markets, our beliefs regarding
digital dentistry and its potential to impact our business, our expectations for
the impact of the exocad acquisition, our beliefs regarding the potential for
clinical solutions and their utilization to increase sales of our Invisalign
system as well as the complementary products and solutions themselves, our
expectations regarding product mix and product adoption, our expectations
regarding the utilization rates for our products, including the impact of
marketing on those rates and causes for periodic fluctuations of the rates, our
expectations regarding the existence and impact of seasonality, our expectations
regarding the sales growth of our intraoral scanner sales in international
markets, our expectations regarding the productivity impact additional sales
representatives will have on our sales and the impact of specialization of those
representatives in sales channels, our expectations regarding the continued
expansion of our international markets, including our expectation that
international revenues will grow at a faster rate than Americas for the
foreseeable future, our expectation regarding customer and consumer purchasing
behavior, including expectations related to the consumer demand environment in
China especially for U.S. based products and services, our expectations
regarding competition, our expectations regarding the implications of the
COVID-19 pandemic and the health, safety and economic recovery from it, on the
global economy, the businesses of our customers, and us, including our
preparedness to react to changing circumstances and overall on our revenues,
results of operations and financial condition, our expectations for our expenses
and capital expenditures in particular, the actions we will take to control
spending and for investments, our intentions regarding the investment of our
international earnings from operations, our belief regarding the sufficiency of
our cash balances and borrowing capacity, our expectations regarding potential
additional litigation with SDC Financial LLC and certain affiliates regarding
the "capital account" balance and other matters, the level of our operating
expenses and gross margins and other factors beyond our control, as well as
other statements regarding our future operations, financial condition and
prospects and business strategies. These statements may contain words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates," or other
words indicating future results. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in Item 2 "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and in particular, the risks discussed
below in Part 2, Item 1A "Risk Factors." We undertake no obligation to revise or
update these forward-looking statements. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements.

The following discussion and analysis of our financial condition and results of
operations should be read together with our condensed consolidated financial
statements and related notes included elsewhere in this Quarterly Report on
Form 10-Q and with our audited consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2019 as filed with
the Securities and Exchange Commission.

Overview

Align Technology, Inc. ("We", "Our", "Align") is a global medical device company
engaged in the design, manufacture and marketing of Invisalign® clear aligners,
iTero® intraoral scanners and services for orthodontics, and restorative and
aesthetic dentistry, and exocad® computer-aided design and computer-aided
manufacturing ("CAD/CAM") software for dental laboratories and dental
practitioners. Align's products are intended primarily for the treatment of
malocclusion or the misalignment of teeth and are designed to help dental
professionals achieve the clinical outcomes that they expect and the results
patients desire. Our goal is to establish clear aligners as the principal
solution for the treatment of malocclusions and our Invisalign clear aligners as
the treatment solution of choice by orthodontists, general dental practitioners
and patients globally. To date, over 9.0 million people worldwide have been
treated with our Invisalign System.

To encourage consumers to treat malocclusions with clear aligners under the
direction and supervision of licensed dental professionals, we bring to market
solutions that we believe will strengthen our digital dental platform for
doctors, labs and partners, including establishing the iTero intraoral scanner
and related services as the preferred 3D digital scanning solution and
integrating newly acquired CAD/CAM solutions and workflows into the markets for
clear aligner orthodontics and dental restorative treatments. We intend to
continue focusing on these efforts through execution of our strategic growth
drivers. For a further description of our strategic growth drivers, please
review the Business Strategy section of our Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 28, 2020.

The successful execution of our business strategy may be affected by a number of factors including:


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•New Technology, Products, and Feature Enhancements. We believe technological
innovations allowing dental professionals to more quickly and accurately
diagnose, plan and treat a wide range of cases from simple to complex combined
with new and improved products drives greater treatment predictability, clinical
applicability and ease of use for the dental professionals we serve; thereby
supporting adoption of Invisalign treatment in their practices. Furthermore, we
believe the digital revolution in dentistry is an important aspect of the
experience for our customers and their patients, encouraging the utilization of
our Invisalign solution and therefore comprising an important component of our
digital approach.

?Invisalign clear aligners: Since 2018, we have expanded our product portfolio
and launched or announced various new offerings including our Invisalign
treatment with Mandibular Advancement, Invisalign Go, Invisalign First and
Invisalign Moderate. We also continue to increase the clinical efficacy and
applicability of our products as exemplified most recently in the announcement
of Invisalign G8 with SmartForce Aligner Activation. In each instance, we have
broadened and strengthened our reach into key markets and demographics central
to our strategic plans.

?iTero Scanner: Over the last two years, we have expanded our intraoral digital
scanning solutions and launched or announced several new offerings including the
iTero Element, iTero Element Foundation and the iTero Element 5D Imaging system,
for which we announced in March 2020 that we had obtained U.S. FDA 501(K)
clearance and which we continue to release in additional countries, most
recently Mexico. The clearance of the iTero Element 5D Imaging system in the
U.S. markets and its release in other countries allows us to sell this unique
solution that combines 3D data, intraoral color photos and NIRI images into a
single, integrated scan improving doctor experiences and improving engagement
opportunities and communications with their patients. The iTero Element 5D aids
in the detection and monitoring of interproximal caries lesions above the
gingiva without using harmful radiation.

•exocad: On April 1, 2020, we completed the acquisition of privately-held exocad
Global Holdings GmbH ("exocad"), a German dental CAD/CAM software company that
offers fully integrated workflows to dental labs and dental practices. We
believe the acquisition strengthens our digital platform by adding exocad's
expertise in restorative dentistry, implantology, guided surgery, and smile
design to extend our digital dental solutions and broadens the Align digital
platform towards fully interdisciplinary end-to-end workflows dentistry in lab
and at chairside. exocad also broadens our reach in digital dentistry with close
to 200 partners and more than 35,000 licenses installed worldwide.

To further the transformation of dental and orthodontic practices from outdated
manual and analog practices to end-to-end digital workflows, we recently
introduced virtual solutions such as Invisalign® Virtual Appointment and
Invisalign® Virtual Care; solutions that facilitate the safe, effective and
successful treatment of patients by conveniently connecting doctors and their
patients throughout their treatment plans.

•Invisalign Adoption. Our goal is to establish Invisalign clear aligners as the
treatment of choice for treating malocclusion, ultimately driving increased
product adoption and frequency of use by dental professionals, also known as
"utilization rates."

•For the third quarter of 2020, total Invisalign cases submitted with a digital
scanner in the Americas increased to 83.2%, up from 78.8% in the third quarter
of 2019 and international scans increased to 72.1%, up from 62.6% in the third
quarter of 2019. For the third quarter of 2020, 94.9% of Invisalign cases
submitted by North American orthodontists were submitted digitally. Our
quarterly utilization rates for the last five quarters are as follows:
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                    [[Image Removed: algn-20200930_g1.jpg]]
* Invisalign utilization rates are calculated by the number of cases shipped
divided by the number of doctors to whom cases were shipped. Our International
region includes Europe, Middle East and Africa ("EMEA") and Asia Pacific
("APAC"). Latin America ("LATAM") is excluded from the above chart based on its
immateriality to the quarter.

•Total utilization rate in the third quarter of 2020 increased to 7.1 cases per doctor compared to 6.1 cases per doctor in the third quarter of 2019.



?North America: Utilization rate among our North American orthodontist customers
increased to 24.1 cases per doctor in the third quarter of 2020 compared to 19.1
cases per doctor in the third quarter of 2019 and the utilization rate among our
North American GP customers increased to 4.2 cases per doctor in the third
quarter of 2020 compared to 3.5 cases per doctor in the third quarter of 2019.

?International: International doctor utilization rate was 6.4 cases per doctor in the third quarter of 2020 compared to 5.5 cases in the third quarter of 2019.



We expect global utilization rates to steadily improve as doctors' clinical
confidence in the use of Invisalign clear aligners increases with advancements
in products and technology and as patient and doctor demands for treatments that
emphasize convenience and safety through fewer in office visits and less
invasive and quicker treatments rise. In addition, the teenage and younger
market makes up 75% of the approximately 12 million total orthodontic case
starts each year, and as we continue to drive adoption by teenage and younger
patients through sales and marketing programs, we expect utilization rates to
improve. However, our utilization rates will fluctuate from period to period due
to a variety of factors, which may include seasonal trends in our business,
COVID-19-related preventative measures and adoption rates for new products and
features.

•Number of New Invisalign Doctors Trained. We continue to expand our Invisalign
customer base through the training of new doctors. During the nine months ended
September 30, 2020, we trained 14,650 new Invisalign doctors of which 6,525 were
trained in the Americas region and 8,125 in the International region. In 2019,
we trained a total of 22,275 new Invisalign doctors, of which 9,765 were trained
in the Americas region and 12,510 in the International region.

•International Invisalign Growth. Our future growth is dependent upon the
continued penetration and expansion of Invisalign product usage in international
markets. Accordingly, we continue to focus our efforts towards increasing
Invisalign clear aligner adoption by dental professionals internationally.
Starting with the outbreak and spread of COVID-19 in the first quarter of 2020,
we experienced significant disruption and uncertainty to our business,
employees, doctors' practices, and the patterns and habits of their patients and
consumers. While the most significant disruptions continued into the second
quarter of 2020, their severity began to diminish in more recent months although
significant uncertainties continue. For a further discussion of COVID-19 and its
impact on our business, see the section entitled "COVID-19 Update" below. Prior
to the impact of COVID-19, we experienced slower growth rates than prior periods
in China which we believe were primarily due to the U.S.-China trade war and
resulting economic
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uncertainty which caused headwind for consumer demand especially for consumption
of luxury goods and considered purchases. We also believe there has been
increased competitive activity from clear aligner suppliers. Notwithstanding
these issues in China, we continue to see growth opportunities with
international orthodontists and GP customers, particularly with adopters of
digital dentistry platforms and as we continue to segment our sales and
marketing resources and programs specifically around each customer channel. We
continue to expand in our existing markets through targeted investments in sales
coverage and professional marketing and education programs, along with consumer
marketing in select country markets. For instance, we increased our sales
presence in APAC in the first half of 2020 and will continue to strategically
invest in regions as we deem appropriate for long-term success. We expect
International revenues to grow at a faster rate than the Americas for the
foreseeable future due to our continued investment in international market
expansion, the size of the market opportunities and our relatively low market
penetration of these regions.

•Increasing Competition. Starting in the second quarter of 2019, we began
experiencing slower adult case growth from North American orthodontists,
reflecting a more competitive environment especially for the young adult
demographic. Additionally, increased awareness of direct to consumer clear
aligners and heavy advertising spend by those companies may have shifted
business away from traditional dental practices. We also believe that doctors
may choose to sample alternative products and/or take advantage of wires and
brackets bundles that essentially give clear aligners away for free or at low
prices. In the third quarter of 2019 we began increasing our investments with
the goal of generating greater consumer demand starting with a new advertising
campaign for North America. During the third quarter of 2020, our marketing and
consumer engagement included social media campaigns targeting teens and mothers
through social media influencers, becoming the Official Clear Aligner Sponsor of
the National Football League and introducing Invisalign Stickables which
patients can apply to their aligners as a fun and simple way to distinguish
themselves and our products from the competition. We expect to make further
investments to create additional demand for Invisalign treatment; driving more
consumers to dental professionals for those treatments.

We also believe that investing in our sales teams is important to our success.
The addition of sales representatives in APAC in 2020 follows other additions in
the U.S. in 2019. We believe the realignment of our sales teams to focus on the
channels they serve allows us to partner with doctors in more meaningful ways;
allowing us to assess their specific needs and tailor plans for post-pandemic
success that encourage increased adoption and engagement of a variety of
products and services.

If, however, we are unable to compete effectively with existing products or respond effectively to any products developed by new or existing competitors, our business could be harmed.



COVID-19 Update

Since the first quarter of fiscal year 2020, our sales and results of operations
have been markedly impacted first by the preventative measures implemented to
slow the spread of COVID-19, including the complete closure or significantly
reduced operations of dental practices and, more recently, the inconsistent pace
and scale of recovery in various markets. By the end of the second quarter of
2020, dental practices across every region had largely reopened and were seeing
patients, although at varying capacities as compared to pre-pandemic, with
recovery in the Orthodontic channel leading the GP channel. As of the end of the
third quarter of 2020, dental practices continued to recover although at
capacities less than pre-pandemic levels. Additionally, in virtually all
practices the effects of COVID-19 persist, typically in the form of additional
preventative safety measures such as added sterilization requirements, increased
costs for personal protective equipment and staggered patient visits intended to
reduce the risks of cross contamination, each of which contribute to fewer
patient visits per day.

To help doctors through the pandemic and to stimulate demand for our products
and services during the recovery, we modified existing programs and implemented
new promotions starting in the second quarter of 2020, some of which continued
into all or part of the third quarter of 2020 and may currently remain in
effect. For instance, to aid doctors during closures and to accelerate recovery
as they began to reopen, we temporarily suspended certain subscription usage
fees related to our iTero scanners, did not implement annual price increases on
our various clear aligner products, encouraged doctors with patients in wires
and brackets to switch to our Invisalign clear aligners, delayed accounts
receivable collection efforts, allowed doctors to maintain their promotional
status levels notwithstanding declining sales, increased advertising and
launched new media campaigns, implemented new promotions and modified others,
all in an effort to help our customers and accelerate our mutual return to
normal operations. As a result of these efforts, for the nine months ended
September 30, 2020, we recorded net revenues of $1.6 billion, a decrease of 6.8%
compared to the same period in 2019. For the three months ended September 30,
2020, clear aligner case volume was 496.1 thousand, an increase of 28.7%
compared to the same period in 2019 and for the three months ended September 30,
2020, Systems and Services net revenues increased by 24.5% compared to the same
period in 2019.

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In the short term, our business remains susceptible to the impact of the
COVID-19 pandemic. On the one hand, our products may be viewed as discretionary
purchases and therefore more susceptible to any global or regional recessions
that may occur if unemployment or decreased consumer demand impacts specific
industries or economies in general. Moreover, concerns about additional
outbreaks of the virus and any efforts to slow or prevent a recurrence of its
spread are likely to continue causing disruption and uncertainties in the
markets, adversely impacting our customers and their patients for an
indeterminate period of time. This in turn could impact our operations as
purchasing decisions are delayed or lost, logistics complexities related to
uneven or rapid changes in demand, sales and marketing efforts are postponed or
prove ineffective, and inefficiencies in manufacturing operations as a
consequence of fluctuating or unpredictable sales. On the other hand, we believe
the pandemic emphasizes the benefits of digital dentistry and virtual
appointments over traditional practice methods that require more frequent in
office patient visits like manual adjustments of wires and brackets. We further
believe that this will in turn motivate doctors to use more digital solutions
such as Align's products and services including the iTero scanner and Invisalign
system.

As we assess the possible future short- and long-term impacts to our revenues,
operations and financial condition from the COVID-19 pandemic, we are
continually evaluating macroeconomic as well as industry-specific factors. For
instance, among the many factors we continue to monitor are governmental and
societal reactions to the virus, global and regional economic activity,
unemployment and its potential impact on discretionary spending and health
insurance coverage, patient reluctance or fear of exposure as a result of
orthodontic or dental office visits, travel restrictions on employees,
suppliers, customers and their patients and other external factors related to
COVID-19 that are beyond our control. Furthermore, if the threat of further
spread of COVID-19 occurs or the pace of recovery by dental practices is
haphazard or inconsistent, there may be a substantial impact on our employees or
suppliers, our operations, including our ability to timely obtain the materials
needed to manufacture our products and manufacture and deliver those products to
customers; any of which may cause our results of operations, financial condition
and overall financial performance to be harmed. Furthermore, if our employees or
their families are sickened by COVID-19, our ability to respond or mitigate the
impact of COVID-19 may be adversely impacted.

Moreover, many of the measures we implemented to protect our employees from the
spread of the virus remain in effect. For instance, many of our offices across
the globe (including our corporate headquarters) remain underutilized as
employees continue to work from home. We are also screening our employees,
providing them with personal protective equipment, and altering work
environments to facilitate social distancing, which has in the past and may in
the future harm productivity.

Furthermore, our efforts to mitigate the impact of social distancing on our
customers and their patients continue. These include moving most of our clinical
education program critical to doctor engagement online, launching our Invisalign
Virtual Appointment tool and launching the Invisalign Virtual Care Program.

The COVID-19 pandemic continues to impact our employees, customers and the
global economy in unprecedented ways. We believe the markets we serve will
continue to recover from the COVID-19 preventative measures at differing rates
and times corresponding with regional outbreaks and recoveries. However, the
strategic re-implementation of preventative COVID-19 measures in one or more of
our principal markets, unemployment, the threat to domestic and international
economies and other events beyond our control remains. Should any one or more
events or circumstances previously mentioned or others occur or materially
adversely increase or other unknown circumstances arise, they could materially
impact our business and results of operations in the fourth quarter of 2020 and
beyond.

Please refer to "Risk Factors" for further discussion of the impact of the COVID-19 pandemic on our business.

2020 Expenses



Overall, we expect expenses in 2020 to increase over 2019 levels; however, as a
result of the financial impacts of COVID-19, we expect to control our
discretionary spending, such as travel and meeting related expenses, and focus
investments in the following key areas:

•Manufacturing capacity and facilities to enhance our regional capabilities;
?Sales and marketing, including additional direct sales force personnel and
consumer marketing; and
?Product and technology innovation to enhance product efficiency and operational
productivity.

We believe that these investments will position us to take advantage of a recovering market, increasing our revenues and growing our market share over the long term, but they could negatively impact our results of operations, particularly in the near term.


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Results of Operations

Net Revenues by Reportable Segment

We group our operations into two reportable segments: Clear Aligner segment and Imaging Systems and CAD/CAM Services ("Systems and Services") segment.

•Our Clear Aligner segment consists of Comprehensive Products, Non-Comprehensive Products and Non-Case revenues as defined below:

?Comprehensive Products include, but are not limited to, Invisalign Comprehensive and Invisalign First.

?Non-Comprehensive Products include, but are not limited to, Invisalign Moderate, Lite and Express packages and Invisalign Go.

?Non-Case includes, but is not limited to, Vivera retainers along with our training and ancillary products for treating malocclusion.



•Our Systems and Services segment consists of our iTero intraoral scanning
systems, which includes a single hardware platform and restorative or
orthodontic software options, OrthoCAD services and ancillary products, as well
as exocad's CAD/CAM software solution that integrates workflows to dental labs
and dental practices.

Net revenues for our Clear Aligner and Systems and Services segments by region
for the three and nine months ended September 30, 2020 and 2019 are as follows
(in millions):
                                                               Three Months Ended                                                        Nine Months Ended
                                                                  September 30,                                                            September 30,
                                                                              Net                %                                                       Net                 %
Net Revenues                                2020             2019            Change            Change              2020               2019             Change             Change
Clear Aligner revenues:
Americas                                 $ 304.1          $ 259.8          $  44.4               17.1  %       $   683.0          $   753.6          $  (70.6)               (9.4) %
International                              281.2            226.0             55.2               24.4  %           632.3              637.4              (5.1)               (0.8) %
Non-case                                    35.4             30.5              4.9               16.2  %            85.4               91.2              (5.8)               (6.3) %

Total Clear Aligner net revenues $ 620.8 $ 516.3 $ 104.5

               20.2  %       $ 1,400.7          $ 1,482.2          $  (81.5)               (5.5) %

Systems and Services net revenues          113.4             91.1             22.3               24.5  %           236.7              274.8             (38.1)              (13.9) %

Total net revenues                       $ 734.1          $ 607.3          $ 126.8               20.9  %       $ 1,637.4          $ 1,757.0          $ (119.6)               (6.8) %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

Clear Aligner Case Volume by Region



Case volume data which represents Clear Aligner case shipments by region for the
three and nine months ended September 30, 2020 and 2019 is as follows (in
thousands):
                                                                       Three Months Ended                                                           Nine Months Ended
                                                                         September 30,                                                                September 30,
                                                                                        Net                 %                                                         Net                %
Region                                            2020                2019             Change             Change               2020                2019             Change             Change
Americas                                            269.0            215.4              53.5                24.8  %              583.5             641.3            (57.8)               (9.0) %
International                                       227.1            170.0              57.1                33.6  %              493.9             482.0             11.9                 2.5  %
Total case volume                                   496.1            385.4             110.6                28.7  %            1,077.4           1,123.3            (46.0)               (4.1) %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.



For the three months ended September 30, 2020, total net revenues increased by
$126.8 million compared to the same period in 2019 primarily as a result of
higher Clear Aligner and Systems and Services volumes across all regions. For
the nine months ended September 30, 2020, total net revenues decreased by $119.6
million as compared to the same periods in 2019 primarily as a result of lower
Clear Aligner volumes in the Americas region and lower Systems and Services net
revenues in most regions.

Clear Aligner - Americas
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For the three months ended September 30, 2020, Americas net revenues increased
by $44.4 million as compared to the same period in 2019 primarily due to higher
Clear Aligner volume which increased net revenues by $64.6 million. The volume
increase was partially offset by lower ASP which decreased net revenues by $20.2
million. Lower ASP was primarily a result of higher promotional discounts which
decreased net revenues by $9.0 million and unfavorable foreign exchange rates
which lowered net revenues by $5.4 million in addition to higher net deferrals
and unfavorable product mix shift to lower priced products.

For the nine months ended September 30, 2020, Americas net revenues decreased by
$70.6 million as compared to the same period in 2019 primarily due to lower
Clear Aligner volume that decreased net revenues by $68.0 million in addition to
slightly lower ASP. The ASP was slightly lower as a result of higher promotional
discounts which reduced net revenues by $28.8 million and unfavorable foreign
exchange rates reduced net revenues by $9.4 million; however, these were mostly
offset by the July 2019 price increases which contributed $18.7 million to net
revenues in addition to lower net deferrals and a product mix shift towards
products with higher ASP, primarily driven by decreased SDC revenues which
carried a lower ASP.

Clear Aligner - International



For the three months ended September 30, 2020, International net revenues
increased by $55.2 million as compared to the same period in 2019 primarily due
to increased Clear Aligner volume which increased revenues by $75.9 million. The
volume increase was partially offset by lower ASP, which decreased revenues by
$20.7 million. Lower ASP was as a result of higher promotional discounts which
reduced net revenues by $21.5 million, higher net deferrals which decreased net
revenues by $7.2 million along with a product mix shift towards lower priced
products. The reductions in net revenues were partially offset by favorable
foreign exchange rates which increased net revenues by $6.7 million and the July
2019 price increases across most products which increased net revenues.

For the nine months ended September 30, 2020, International net revenues
decreased by $5.1 million as compared to the same period in 2019 primarily due
to lower ASP which reduced net revenues by $20.7 million. Lower ASP was the
result of higher promotional discounts that reduced net revenues by $37.8
million along with a product mix shift towards lower priced products; however,
these reductions were partially offset by July 2019 price increases across most
products along with a benefit from going direct in several additional countries
and therefore we now recognize direct sales at full ASP rather than the
discounted distributor ASP, which increased net revenues by $18.3 million. The
reduction in net revenues due to lower ASP was partially offset by higher Clear
Aligner volume which increased net revenue by $15.7 million.

Clear Aligner - Non-Case



For the three months ended September 30, 2020, non-case net revenues increased
by $4.9 million as compared to the same period in 2019 primarily due to
increased Vivera volume across all regions. For the nine months ended
September 30, 2020, non-case net revenues decreased by $5.8 million as compared
to the same period in 2019 primarily due to decreased training revenues across
all regions.

Systems and Services

For the three months ended September 30, 2020, Systems and Services net revenues
increased by $22.3 million as compared to the same period in 2019 primarily due
to a higher number of scanners recognized which increased net revenues by $16.6
million, partially offset by lower scanner ASP decreasing net revenues by $10.1
million. The ASP decrease was mostly due to higher promotional discounts and an
increase in the number of scanner contracts that included multiple years of
service. The ASP decreases were partially offset by a product mix shift to
higher priced scanners. In addition, iTero service revenues and the addition of
exocad's CAD/CAM revenues from our acquisition increased net revenues by $15.8
million.

For the nine months ended September 30, 2020, Systems and Services net revenues
decreased by $38.1 million as compared to the same period in 2019 primarily due
to a lower number of scanners recognized which decreased net revenues by $45.3
million and a lower scanner ASP which decreased net revenues by $16.6 million.
The ASP decrease was mostly due to higher promotional discounts partially offset
by product mix shift to higher priced scanners. These decreases were partially
offset by higher iTero service revenues mostly due to a larger scanner install
base and the addition of exocad's CAD/CAM revenues from our acquisition which
combined, increased net revenues by $23.8 million.
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Cost of net revenues and gross profit (in millions):
                                         Three Months Ended                         Nine Months Ended
                                           September 30,                              September 30,
                                   2020          2019        Change         2020            2019          Change
Clear Aligner
Cost of net revenues            $ 157.0       $ 137.1       $ 20.0      $   393.1       $   385.5       $    7.6
% of net segment revenues          25.3  %       26.5  %                     28.1  %         26.0  %
Gross profit                    $ 463.7       $ 379.2       $ 84.5      $ 1,007.6       $ 1,096.7       $  (89.1)
Gross margin %                     74.7  %       73.5  %                     71.9  %         74.0  %
Systems and Services
Cost of net revenues            $  43.0       $  32.7       $ 10.3      $    91.5       $    99.6       $   (8.1)
% of net segment revenues          38.0  %       35.9  %                     38.7  %         36.2  %
Gross profit                    $  70.3       $  58.4       $ 12.0      $   145.2       $   175.2       $  (30.1)
Gross margin %                     62.0  %       64.1  %                     61.3  %         63.8  %
Total cost of net revenues      $ 200.1       $ 169.8       $ 30.3      $   484.6       $   485.1       $   (0.4)
% of net revenues                  27.3  %       28.0  %                     29.6  %         27.6  %
Gross profit                    $ 534.1       $ 437.6       $ 96.5      $ 1,152.8       $ 1,271.9       $ (119.2)
Gross margin %                     72.7  %       72.0  %                     70.4  %         72.4  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.



Cost of net revenues for our Clear Aligner and Systems and Services segments
includes personnel-related costs including payroll and stock-based compensation
for staff involved in the production process, the cost of materials, packaging,
shipping costs, depreciation on capital equipment and facilities used in the
production process, amortization of acquired intangible assets and training
costs.

Clear Aligner



For the three months ended September 30, 2020, our gross margin percentage
increased as compared to the same period in 2019 primarily due to manufacturing
efficiencies resulting in lower costs per case and higher training margins which
was offset in part by lower ASP.

For the nine months ended September 30, 2020, our gross margin percentage
decreased as compared to the same period in 2019 primarily due to an increase in
aligners per case driven by additional aligners, higher manufacturing spend
partially driven by operational expansion activities and lower ASP which was
offset in part by manufacturing efficiencies.

Systems and Services

For the three months ended September 30, 2020, our gross margin percentage decreased compared to the same period in 2019 primarily driven by lower ASP and higher freight costs which was offset in part by product mix shift towards products with higher margins in addition to higher service revenues.



For the nine months ended September 30, 2020, our gross margin percentage
decreased compared to the same period in 2019 primarily driven by lower ASP and
a decrease in manufacturing volumes which was offset in part by higher service
revenues.

Selling, general and administrative (in millions):


                                                  Three Months Ended                      Nine Months Ended
                                                    September 30,                           September 30,
                                            2020          2019        Change        2020          2019        Change
Selling, general and administrative      $ 312.5       $ 277.5       $ 35.0      $ 852.4       $ 792.6       $ 59.8
% of net revenues                           42.6  %       45.7  %                   52.1  %       45.1  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.



Selling, general and administrative expense includes personnel-related costs
including payroll, commissions and stock-based compensation for our sales force,
marketing and administration in addition to media and advertising expenses,
clinical education, trade shows and industry events, product marketing,
equipment and maintenance costs, legal and outside service
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For the three months ended September 30, 2020, selling, general and
administrative expense increased compared to the same period in 2019 primarily
due to higher compensation related costs of $34.2 million mainly from increased
headcount resulting in higher salaries expense, fringe benefits and incentive
compensation, in addition to higher equipment, software and maintenance expenses
of $6.4 million and higher advertising and marketing costs of $5.9 million.
These increases were partially offset by a decrease in travel related costs of
$8.0 million due to the impact of COVID-19 and lower legal and outside service
costs of $3.5 million.

For the nine months ended September 30, 2020, selling, general and
administrative expense increased compared to the same period in 2019 primarily
due to higher compensation related costs of $43.8 million mainly from increased
headcount resulting in higher salaries expense, fringe benefits and stock-based
compensation partially offset by lower incentive compensation. We also incurred
higher equipment, software and maintenance costs of $19.7 million, higher
advertising and marketing costs of $6.6 million and higher legal and outside
service costs of $6.0 million which included transaction costs related to our
acquisition of exocad. These increases were partially offset by a decrease in
travel related costs of $17.5 million due to the impact of COVID-19.

Research and development (in millions):


                                      Three Months Ended                     Nine Months Ended
                                        September 30,                          September 30,
                                2020         2019        Change        2020          2019        Change
Research and development      $ 44.5       $ 39.7       $  4.8      $ 126.4       $ 116.0       $ 10.4
% of net revenues                6.1  %       6.5  %                    7.7  %        6.6  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.



Research and development expense includes the personnel-related costs including
payroll and stock-based compensation and outside consulting expenses associated
with the research and development of new products and enhancements to existing
products and allocations of corporate overhead expenses including facilities and
IT.

For the three months ended September 30, 2020, research and development expense
increased compared to the same period in 2019 primarily due to higher
compensation costs mainly from increased headcount resulting in higher salaries
expense and fringe benefits in addition to higher equipment and material costs.

For the nine months ended September 30, 2020, research and development expense
increased compared to the same period in 2019 primarily due to higher
compensation costs mainly from increased headcount resulting in higher salaries
expense and fringe benefits, which was partially offset by lower incentive
compensation. We also incurred higher equipment and material costs.

Impairments and other (gains) charges (in millions):


                                                     Three Months Ended                   Nine Months Ended
                                                        September 30,                       September 30,
                                                2020        2019        Change      2020       2019        Change
   Impairments and other (gains) charges      $   -       $ (6.8)      $  6.8      $ -       $ 23.0       $ (23.0)
   % of net revenues                              -  %      (1.1) %                  -  %       1.3  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

For the three months ended September 30, 2019, we negotiated early termination of our Invisalign store leases and recorded lease termination gains of $6.8 million.



For the nine months ended September 30, 2019, we recorded impairments and other
(gains) charges of $23.0 million which are comprised of operating lease
right-of-use assets impairments of $14.2 million, store leasehold improvement
and other fixed asset impairments of $14.3 million, and employee severance and
other expenses of $1.3 million, partially offset by the Invisalign store lease
termination gains of $6.8 million (Refer to Note 8 "Impairments and Other
(Gains) Charges" and Note 9 "Legal Proceedings" of the Notes to Condensed
Consolidated Financial Statements for more information).

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Litigation settlement gain (in millions):
                                           Three Months Ended                      Nine Months Ended
                                              September 30,                          September 30,
                                    2020               2019      Change      2020        2019        Change
Litigation settlement gain       $    -               $ -       $    -      $ -       $ (51.0)      $ 51.0
% of net revenues                     -   %             -  %                  -  %       (2.9) %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

For the nine months ended September 30, 2019, we recorded a gain of $51.0 million due to the litigation settlement with Straumann.

Income from operations (in millions):


                                             Three Months Ended                       Nine Months Ended
                                               September 30,                            September 30,
                                       2020          2019        Change        2020          2019         Change
Clear Aligner
Income from operations              $ 261.8       $ 212.0       $ 49.8      $ 467.1       $ 614.6       $ (147.5)
Operating margin %                     42.2  %       41.1  %                   33.3  %       41.5  %
Systems and Services
Income from operations              $  34.9       $  32.8       $  2.2      $  52.2       $ 100.3       $  (48.1)
Operating margin %                     30.8  %       36.0  %                   22.1  %       36.5  %
Total income from operations 1      $ 177.1       $ 127.2       $ 49.9      $ 174.0       $ 391.3       $ (217.4)
Operating margin %                     24.1  %       20.9  %                   10.6  %       22.3  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

1 Refer to Note 16 "Segments and Geographical Information" of the Notes to Condensed Consolidated Financial Statements for details on unallocated corporate expenses and the reconciliation to Condensed Consolidated Income from Operations.

Clear Aligner



For the three months ended September 30, 2020, our operating margin percentage
increased compared to the same period in 2019 primarily due to a higher Clear
Aligner gross margin.

For the nine months ended September 30, 2020, our operating margin percentage
decreased compared to the same period in 2019 primarily due to a lower Clear
Aligner gross margin and a $51.0 million gain recognized from the litigation
settlement with Straumann during the prior year period. These decreases were
offset in part by a net impairment charge of $23.0 million recognized during the
nine months ended September 30, 2019 related to the Invisalign store closures.

Systems and Services



For the three and nine months ended September 30, 2020, our operating margin
percentage decreased compared to the same periods in 2019 primarily driven by a
lower gross margin.

Interest income (in millions):


                              Three Months Ended                  Nine Months Ended
                                September 30,                       September 30,
                         2020        2019       Change       2020        2019       Change
Interest income        $ 0.3       $ 3.5       $ (3.1)     $ 2.8       $ 9.6       $ (6.8)
% of net revenues          -  %      0.6  %                  0.2  %      0.5  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

Interest income includes interest earned on cash, cash equivalents, investment balances and our unsecured promissory note.



For the three and nine months ended September 30, 2020, interest income
decreased compared to the same periods in 2019 mainly due to the divestiture of
our marketable securities portfolio during the first quarter of 2020 and lower
interest rates.
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Other income (expense), net (in millions):


                                        Three Months Ended                     Nine Months Ended
                                           September 30,                         September 30,
                                   2020        2019        Change        2020         2019       Change
Other income (expense), net      $ 7.1       $ (2.2)      $  9.4      $ (12.4)      $ 5.9       $ (18.3)
% of net revenues                  1.0  %      (0.4) %                   (0.8) %      0.3  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.



Other income (expense), net, includes foreign exchange gains and losses, gains
and losses on foreign currency forward contracts, interest expense, gains and
losses on equity investments and other miscellaneous charges.

For the three months ended September 30, 2020, other income (expense), net increased compared to the same period in 2019 primarily due to net foreign exchange gains in the three months ended September 30, 2020 as compared to net foreign exchange losses in the same period in 2019.



For the nine months ended September 30, 2020, other income (expense), net
decreased compared to the same period in 2019 primarily due to the $15.8 million
gain from the sale of our investment in SDC that was recorded during the nine
months ended September 30, 2019 and a $10.2 million loss on a foreign currency
forward contract related to the exocad acquisition that was recorded during the
current period. These decreases were partially offset by net foreign exchange
gains in the nine months ended September 30, 2020 as compared to net foreign
exchange losses in the same period in 2019.

Equity in losses of investee, net of tax (in millions):


                                                           Three Months Ended                              Nine Months Ended
                                                              September 30,                                  September 30,
                                                   2020            2019          Change           2020            2019          Change
Equity in losses of investee, net of tax        $    -           $   -          $    -          $    -          $ 7.5          $ (7.5)
% of net revenues                                    -   %           -  %                            -  %         0.4  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.



For the three and nine months ended September 30, 2020, there were no equity in
losses of investee, net of tax. After the second quarter of 2019, we no longer
incur equity in losses of investee, net of tax related to SDC as we tendered our
SDC equity interest on April 3, 2019 (Refer to Note 6 "Equity Method
Investments" of the Notes to Condensed Consolidated Financial Statements for
details on equity method investments).

Provision for (benefit from) income taxes (in millions):


                                                          Three Months Ended                                   Nine Months Ended
                                                             September 30,                                       September 30,
                                                 2020            2019           Change             2020              2019             Change
Provision for (benefit from) income
taxes                                          $ 45.2          $ 25.9

$ 19.3 $ (1,452.5) $ 77.8 $ (1,530.3) Effective tax rates

                              24.5  %         20.2  %                           (883.5) %         19.1  %


Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.



During the nine months ended September 30, 2020, we completed an intra-entity
transfer of certain intellectual property rights and fixed assets to our Swiss
subsidiary, where our EMEA regional headquarters is located beginning January 1,
2020. The transfer of intellectual property rights did not result in a taxable
gain; however, it did result in a step-up of the Swiss tax deductible basis in
the transferred assets, and accordingly, created a temporary difference between
the book basis and the tax basis of such intellectual property rights.
Consequently, this transaction resulted in the recognition of a deferred tax
asset and related one-time tax benefit of approximately $1,493.5 million during
the nine months ended September 30, 2020, which is the net impact of the
deferred tax asset recognized as a result of the additional Swiss tax deductible
basis in the transferred assets and certain costs related to the transfer of
fixed assets and inventory.

Our provision for income taxes was $45.2 million and $25.9 million for the three
months ended September 30, 2020 and 2019, representing effective tax rates of
24.5% and 20.2%, respectively. Our benefit from income taxes was $1,452.5
million for the nine months ended September 30, 2020 and our provision for
income taxes was $77.8 million for the nine months ended September 30, 2019,
representing effective tax rates of (883.5)% and 19.1%, respectively. Our
effective tax rate differs from the
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statutory federal income tax rate of 21% for the three months ended
September 30, 2020 primarily due to the recognition of additional tax expense
resulting from state tax and non-deductible expenses in the U.S, partially
offset by the recognition of a tax benefit for the release of certain
unrecognized tax benefits following the settlement of an Internal Revenue
Service ("IRS") income tax audit for years 2015 and 2016. Our effective tax rate
differs from the statutory federal income tax rate of 21% for the nine months
ended September 30, 2020 mainly as a result of the recognition of tax benefits
related to the intra-entity transfer of certain intellectual property rights and
fixed assets mentioned above. Our effective tax rate differs from the statutory
federal income tax rate of 21% for the three and nine months ended September 30,
2019 mainly as a result of certain foreign earnings, primarily from the
Netherlands and Costa Rica, being taxed at lower tax rates and the recognition
of excess tax benefits related to stock-based compensation, partially offset by
non-deductible officers' compensation.

The increase in our effective tax rate for the three months ended September 30,
2020 compared to the same period in 2019 is primarily attributable to reduced
tax benefit of certain foreign earnings being taxed at lower tax rates and tax
benefits recorded last year related to certain statute of limitations
expirations and adjustments for prior years that did not recur in 2020, offset
in part by a tax benefit recorded this quarter for the release of certain
unrecognized tax benefits following the settlement of an IRS income tax audit
for years 2015 and 2016. The decrease in our effective tax rate for the nine
months ended September 30, 2020 compared to the same period in 2019 is primarily
attributable to the recognition of a deferred tax asset related to the
intra-entity transfer of certain intellectual property rights during the nine
months ended September 30, 2020.

Liquidity and Capital Resources

We fund our operations from product sales. As of September 30, 2020 and December 31, 2019, we had the following cash and cash equivalents and short-term marketable securities (in thousands):


                                        September 30,       December 31,
                                             2020               2019
Cash and cash equivalents              $      615,532      $     550,425
Marketable securities, short-term                   -            318,202

Total                                  $      615,532      $     868,627



Cash equivalents and marketable securities are comprised of money market funds
and highly liquid debt instruments which primarily include commercial paper,
corporate bonds, U.S. government agency bonds, U.S. government treasury bonds
and certificates of deposit.

As of September 30, 2020, approximately $316.7 million of cash and cash
equivalents was held by our foreign subsidiaries. Our intent is to permanently
reinvest our earnings from our international operations going forward, and our
current plans do not require us to repatriate them to fund our U.S. operations
as we generate sufficient domestic operating cash flow and have access to
external funding under our revolving line of credit.

On April 1, 2020, we paid $420.8 million, net of $9.2 million cash acquired, from our cash on hand to complete our acquisition of exocad.



Beginning in the first quarter of 2020, our business has been materially
adversely affected by the COVID-19 pandemic and the global and regional efforts
by governments to mitigate its spread. While these impacts lessened in the third
quarter of 2020, we could continue to experience further adverse impacts to our
business. We believe that our current cash balances and the borrowing capacity
under our credit facility, if necessary, will be sufficient to fund our business
for at least the next 12 months. In addition, as a result of the COVID-19
pandemic, we could experience reduced cash flow from operations as a result of
decreased revenues and slower collections on our accounts receivable. For
additional information regarding the impact of COVID-19 on our liquidity and
capital resources, refer to Item 1A "Risk Factors."

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