CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document, including the following Management's Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements that are not purely historical regarding Dexcom's or its management's
intentions, beliefs, expectations and strategies for the future. These
forward-looking statements fall within the meaning of the federal securities
laws that relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "expect," "plan," "anticipate," "believe," "estimate," "intend,"
"potential" or "continue" or the negative of these terms or other comparable
terminology. Forward-looking statements are made as of the date of this report,
deal with future events, are subject to various risks and uncertainties, and
actual results could differ materially from those anticipated in those
forward-looking statements. The risks and uncertainties include, among other
things, impacts on our business due to health pandemics or other contagious
outbreaks, such as the current COVID-19 pandemic. The risks and uncertainties
that could cause actual results to differ materially are more fully described
under "Risk Factors" in Part II, Item 1A of this Quarterly Report, elsewhere in
this Quarterly Report, and in our other reports filed with the SEC. We assume no
obligation to update any of the forward-looking statements after the date of
this report or to conform these forward-looking statements to actual results.
You should read the following discussion and analysis together with our
consolidated financial statements and related notes in Part I, Item 1 of this
Quarterly Report.
                                    Overview


    WHO WE ARE
    We are a medical device company primarily
    focused on the design, development and
    commercialization of continuous glucose
    monitoring, or CGM, systems for the
    management of diabetes by patients,
    caregivers, and clinicians around the
    world.
    We received approval from the Food and
    Drug Administration, or FDA, and              [[Image Removed:

dxcm-20210930_g2.jpg]]


    commercialized our first product in 2006.
    We launched our latest generation system,
    the Dexcom G6® integrated Continuous
    Glucose Monitoring System, or G6, in
    2018.
    Unless the context requires otherwise,
    the terms "we," "us," "our," the
    "company," or "Dexcom" refer to DexCom,
    Inc. and its subsidiaries.








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[[Image Removed: dxcm-20210930_g3.jpg]] Global Presence


                                              We have built a direct sales organization
                                              in the United States, Australia, Canada,
                                              New Zealand, and certain countries in
                                              Europe to call on health care
                                              professionals, such as endocrinologists,
                                              physicians and diabetes educators, who
                                              can educate and influence patient
                                              adoption of continuous glucose
                                              monitoring. To complement our direct
                                              sales efforts, we have entered into
                                              distribution arrangements in the United
                                              States, and certain countries in Africa,
                                              Asia, Europe, Latin America, and the
                                              Middle East, as well as Australia,
                                              Canada, and New Zealand that allow
                                              distributors to sell our products.

                                               [[Image Removed: dxcm-20210930_g4.jpg]]

[[Image Removed: dxcm-20210930_g5.jpg]] Future Developments


                                              Product Development: We plan to develop
                                              future generations of technologies that
                                              are focused on improved performance and
                                              convenience and that will enable
                                              intelligent insulin administration. Over
                                              the longer term, we plan to continue to
                                              develop and improve networked platforms
                                              with open architecture, connectivity and
                                              transmitters capable of communicating
                                              with other devices. We also intend to
                                              expand our efforts to accumulate CGM
                                              patient data and metrics and apply
                                              predictive modeling and machine learning
                                              to generate interactive CGM insights that
                                              can inform patient behavior.

                                              Partnerships: We also continue to pursue
                                              and support development partnerships with
                                              insulin pump companies and companies or
                                              institutions developing insulin delivery
                                              systems, including automated insulin
                                              delivery systems.

                                              New Opportunities: We are also exploring
                                              how to extend our offerings to other
                                              opportunities, including for people with
                                              Type 2 diabetes that are non-insulin
                                              using, people with pre-diabetes, people
                                              who are obese, people who are pregnant,
                                              and people in the hospital setting.
                                              Eventually, we may apply our
                                              technological expertise to products
                                              beyond glucose monitoring.







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                           [[Image Removed: dxcm-20210930_g6.jpg]]
   [[Image Removed: dxcm-20210930_g7.jpg]]              Impact of COVID-19 Pandemic
                                                        During 2020 and 2021, we have been
                                                        subject to challenging social and
                                                        economic conditions created as a
                                                        result of the novel strain of
                                                        coronavirus, SARS-CoV-2 (COVID-19).
                                                        These conditions continue to create
                                                        various financial impacts to our
                                                        operations by necessitating
                                                        precautions for our personnel to
                                                        operate safely both in person as
                                                        well as remotely. Costs incurred
                                                        include items like incremental
                                                        payroll costs, consulting support,
                                                        IT infrastructure and
                                                        facilities-related costs.

                                                        As the result of the COVID-19
                                                        pandemic, we made Dexcom CGM systems
                                                        available for use in hospital
                                                        settings and other healthcare
                                                        facilities to assist frontline
                                                        workers. The extent of the impact of
                                                        the COVID-19 outbreak on our
                                                        operational and financial
                                                        performance will depend on certain
                                                        developments, including the duration
                                                        and spread of the outbreak, impact
                                                        on our customers and our sales
                                                        cycles, employee or industry events,
                                                        and effect on our vendors, all of
                                                        which are uncertain and cannot be
                                                        predicted. The COVID-19 pandemic and
                                                        its adverse effects have become more
                                                        prevalent in the locations where we,
                                                        our customers, suppliers or
                                                        third-party business partners
                                                        conduct business and as a result, we
                                                        have experienced moderate
                                                        disruptions in our global
                                                        operations. We have experienced and
                                                        may experience constrained supply or
                                                        curtailed customer demand, including
                                                        due to customer loss of private
                                                        health insurance coverage for our
                                                        products, that could materially
                                                        adversely impact our business,
                                                        results of operations and overall
                                                        financial performance in future
                                                        periods. We currently utilize third
                                                        parties to, among other things,
                                                        manufacture components and materials
                                                        for our devices, and to provide
                                                        services such as sterilization
                                                        services and we purchase these
                                                        materials and services from numerous
                                                        suppliers worldwide.

                                                        The global COVID-19 pandemic has and
                                                        may continue to have an adverse
                                                        impact on our manufacturing and
                                                        distribution capabilities.
                                                        Disruptions relating to the COVID-19
                                                        pandemic, including shelter-in-place
                                                        orders in the U.S. and other
                                                        countries, could prevent employees,
                                                        suppliers, distributors, and others
                                                        from accessing manufacturing
                                                        facilities and from transporting our
                                                        products or the components required
                                                        to manufacture our products. For
                                                        example, we have experienced some
                                                        supply chain disruption due to the
                                                        global restrictions resulting from
                                                        the COVID-19 pandemic in the
                                                        manufacturing of our next-generation
                                                        CGM product. Further, worldwide
                                                        supply chain disruption relating to
                                                        the COVID-19 pandemic has resulted
                                                        in product shortages that has and
                                                        may continue to impact our ability
                                                        to manufacture our devices. As of
                                                        the filing date of this Form 10-Q,
                                                        the extent to which COVID-19 may
                                                        impact our financial condition or
                                                        results of operations or guidance is
                                                        uncertain. The effect of the
                                                        COVID-19 pandemic will not be fully
                                                        reflected in our results of
                                                        operations and overall financial
                                                        performance until future periods.
                                                        See "Risk Factors" in Part II, Item
                                                        1A of this Quarterly Report for
                                                        further discussion of the possible
                                                        impact of the COVID-19 pandemic on
                                                        our business.




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                   Critical Accounting Policies and Estimates


The discussion and analysis of our financial condition and results of operations
are based on our consolidated financial statements, which we have prepared in
accordance with U.S. GAAP. The preparation of these consolidated financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements as
well as the reported revenue and expenses during the reporting periods. On an
ongoing basis, we evaluate our estimates and judgments. We base our estimates on
historical experience and on various other factors that we believe are
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
Our significant accounting policies are described in Note 1 to the consolidated
financial statements included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2020. The accounting policies and estimates that are
most critical to a full understanding and evaluation of our reported financial
results are described in Management's Discussion and Analysis of Financial
Condition and Results of Operations in Item 7 of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2020. There were no material changes to
our critical accounting policies during the nine months ended September 30,
2021.
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Results of Operations


                    Key Highlights for the Three Months Ended September 30, 2021

     Revenues                             Gross Profit                           Operating Income
  $650.2 million                         $446.9 million                           $118.3 million
   up 30% from                            up 31% from                            up 26% from the
     the same                               the same                             same period 2020
   period 2020                            period 2020

                                                                                    Cash, Cash
                                         Operating Cash                           Equivalents, &
    Net Income                                Flow                                  Short-Term
                                                                                    Marketable
                                                                                    Securities
  $70.9 million                          $247.3 million                           $2.70 billion
   down 2% from                           up 68% from                             down .4% from
     the same                               the same                             fiscal year 2020
   period 2020                            period 2020



                               Financial Overview
                    [[Image Removed: dxcm-20210930_g8.jpg]]

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Financial Overview


                                                     Three Months Ended
                                                        September 30,                                   2021 - 2020
(In millions, except per share amounts)            2021               2020                    $ Change              % Change
Revenues                                       $   650.2          $   500.9                $     149.3                     30  %
Cost of sales                                      203.3              160.5                       42.8                     27  %
Gross profit                                   $   446.9          $   340.4                $     106.5                     31  %
Gross profit as a percent of total revenue          68.7  %            68.0  %

Operating income                               $   118.3          $    94.1                $      24.2                     26  %
Net income                                          70.9               72.2                       (1.3)                    (2) %

Basic net income per share                          0.73               0.75                      (0.02)                    (3) %
Diluted net income per share                   $    0.71          $    0.73                $     (0.02)                    (3) %

                                                      Nine Months Ended
                                                        September 30,                                   2021 - 2020
(In millions, except per share amounts)            2021               2020                    $ Change              % Change
Revenues                                       $ 1,750.3          $ 1,357.8                $     392.5                     29  %
Cost of sales                                      542.4              476.8                       65.6                     14  %
Gross profit                                   $ 1,207.9          $   881.0                $     326.9                     37  %
Gross profit as a percent of total revenue          69.0  %            64.9  %

Operating income                               $   265.2          $   195.5                $      69.7                     36  %
Net income                                         174.1              138.4                       35.7                     26  %

Basic net income per share                          1.80               1.48                       0.32                     22  %
Diluted net income per share                   $    1.74          $    1.43                $      0.31                     22  %

Revenue, Cost of Sales and Gross Profit




We expect that revenues we generate from the sales of our products will
fluctuate from quarter to quarter. We typically experience seasonality, with
lower sales in the first quarter of each year compared to the immediately
preceding fourth quarter. This seasonal sales pattern relates to U.S. annual
insurance deductible resets and unfunded flexible spending accounts.
Three Months Ended September 30, 2021 Compared to Three Months Ended
September 30, 2020
The revenue increase was primarily driven by increased sales volume of our
disposable sensors due to the continued growth of our worldwide customer base,
partially offset by increased volumes in the U.S. pharmacy channel at a lower
price aligned with the evolution of our U.S. channel strategy. Disposable sensor
and other revenue comprised approximately 84% of total revenue and Reusable
Hardware revenue comprised approximately 16% of total revenue for the three
months ended September 30, 2021. Disposable sensor and other revenue comprised
approximately 81% of total revenue and Reusable Hardware revenue comprised
approximately 19% of total revenue for the three months ended September 30,
2020.
Cost of sales increased primarily due to increased sales volume. The increase in
gross profit and gross profit margin in the third quarter of 2021 compared to
the third quarter of 2020 were primarily driven by increased revenues and cost
savings associated with incremental improvements to product design and
manufacturing efficiencies.
Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30,
2020
The revenue increase was primarily driven by increased sales volume of our
disposable sensors due to the continued growth of our worldwide customer base,
partially offset by increased volumes in the U.S. pharmacy channel at a lower
price aligned with the evolution of our U.S. channel strategy. Disposable sensor
and other revenue comprised approximately 84% of total revenue and Reusable
Hardware revenue comprised approximately 16% of total revenue for the nine
months ended
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September 30, 2021. Disposable sensor and other revenue comprised approximately
81% of total revenue and Reusable Hardware revenue comprised approximately 19%
of total revenue for the nine months ended September 30, 2020.
Cost of sales increased primarily due to increased sales volume. The increase in
gross profit and gross profit margin in the first nine months of 2021 compared
to the first nine months of 2020 were primarily driven by increased revenues and
cost savings associated with incremental improvements to product design and
manufacturing efficiencies.
Operating Expenses


Quarter Ended September 30, 2021 Compared to Quarter Ended September 30, 2020
                                                       Three Months Ended
                                                          September 30,                           2021 - 2020
(In millions)                                         2021              2020            $ Change              % Change
Research and development                          $   128.8          $  87.7          $     41.1                     47  %
as a % of total revenue                                  20  %            18  %

Selling, general and administrative                   199.8            158.6                41.2                     26  %
as a % of total revenue                                  31  %            32  %
Total operating expenses                          $   328.6          $ 246.3          $     82.3                     33  %
as a % of total revenue (1)                              51  %           

49 % (1) The sum of the individual percentages may not equal the total due to rounding.




Research and Development Expense
Research and development expense increased primarily due to $20.0 million in
additional third party and consulting fees primarily related to software, $14.1
million in additional salaries, bonuses, and payroll-related costs, and $2.6
million in additional clinical trials costs. We continue to believe that focused
investments in research and development are critical to our future growth and
competitive position in the marketplace, and to the development of new and
updated products and services that are central to our core business strategy.
Selling, General and Administrative Expense
Selling, general and administrative expense increased primarily due to $13.4
million in additional salaries, bonuses, and payroll-related costs, $12.1
million in additional advertising and marketing costs, and $5.2 million in
additional legal costs partially offset by $4.7 million in lower third party
service provider fees.
Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30,
2020
                                                         Nine Months Ended
                                                           September 30,                             2021 - 2020
(In millions)                                          2021               2020             $ Change              % Change
Research and development                          $    367.3           $ 240.7          $     126.6                     53  %
as a % of total revenue                                   21   %            18  %
Selling, general and administrative                    575.4             444.8                130.6                     29  %
as a % of total revenue                                   33   %            33  %
Total operating expenses                          $    942.7           $ 685.5          $     257.2                     38  %
as a % of total revenue                                   54   %           

50 % (1) The sum of the individual percentages may not equal the total due to rounding.




Research and Development Expense
Research and development expense increased primarily due to $51.3 million in
additional third party and consulting fees primarily related to software, $42.1
million in additional salaries, bonuses, and payroll-related costs, and $11.7
million in additional clinical trials costs. We continue to believe that focused
investments in research and development are critical to our future growth and
competitive position in the marketplace, and to the development of new and
updated products and services that are central to our core business strategy.
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Selling, General and Administrative Expense
Selling, general and administrative expense increased primarily due to $56.5
million in additional advertising and marketing costs, $46.7 million in
additional salaries, bonuses, and payroll-related costs, $8.7 million of
investments in customer experience, partially offset by $9.2 million in lower
third party service provider fees.
                       Non-Operating Income and Expenses


Interest Expense
Interest expense is comprised primarily of costs related to our senior
convertible notes. Interest expense increased $0.7 million to $25.1 million for
the three months ended September 30, 2021 compared to $24.4 million for the same
period of 2020. Interest expense increased $15.0 million to $75.1 million for
the nine months ended September 30, 2021 compared to $60.1 million for the nine
months ended September 30, 2020. The increase in interest expense for the
periods presented is primarily due to the May 2020 issuance of our 2025 Notes.
Loss on Extinguishment of Debt
We recorded a $0.8 million loss on extinguishment of debt during the three and
nine months ended September 30, 2021 in connection with the conversions of a
portion of our 2023 Notes. We recorded losses on extinguishment of debt of $0.5
million and $5.9 million during the three and nine months ended September 30,
2020, respectively, in connection with the repurchase and conversions of our
2022 Notes. See Note 4 to the consolidated financial statements in Part I, Item
1 of this Quarterly Report for more information about these transactions.
Interest and Other Income (Expense), Net
Interest and other income (expense), net consists primarily of interest income
on our marketable debt securities portfolio and foreign currency transaction
gains and losses due to the effects of foreign currency fluctuations. Interest
income was $0.3 million and $1.2 million for the three and nine months ended
September 30, 2021, respectively, compared to $2.4 million and $12.0 million for
the three and nine months ended September 30, 2020, respectively. The decrease
in interest income for the three months ended September 30, 2021 was primarily
related to a decrease in average invested balances compared to the same period
in 2020. The decrease in interest income for the nine months ended September 30,
2021 was primarily related to a decline in market interest rates, partially
offset by an increase in average invested balances compared to the same period
in 2020.
Income Tax Expense
We recorded income tax expense of $19.8 million on pre-tax income of $90.7
million for the three months ended September 30, 2021 compared to income tax
expense of $2.9 million on pre-tax income of $75.1 million for the three months
ended September 30, 2020.
We recorded income tax expense of $14.5 million on pre-tax income of $188.6
million for the nine months ended September 30, 2021 and income tax expense of
$5.3 million on pre-tax income of $143.7 million for the nine months ended
September 30, 2020.
Our estimated annual effective tax rate from normal, recurring operations did
not change materially during the three months ended September 30, 2021. Our
income tax expense for the three months ended September 30, 2021 also includes
the discrete impact of excess tax benefits from stock compensation. Our income
tax expense for the prior period is attributable to foreign and state income tax
expense in taxable jurisdictions with no net operating losses. We maintained a
valuation allowance on our deferred tax assets during the prior period, most of
which was released in the fourth quarter of 2020.
Our income tax expense for the nine months ended September 30, 2021 is primarily
attributable to income tax expense from normal, recurring operations at an
estimated annual effective tax rate of 27.8%, offset by excess tax benefits from
stock compensation net of disallowed executive compensation and a one-time tax
benefit related to the revaluation of our U.K. net operating loss deferred tax
asset resulting from the increase in the U.K. corporate tax rate from 19% to
25%, effective April 2023. Income tax expense in the prior period is primarily
related to foreign income taxes in jurisdictions with current taxable income. We
maintained a valuation allowance on our deferred tax assets during the prior
period, most of which was released in the fourth quarter of 2020.
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                       Liquidity and Capital Resources


            Overview, Capital Resources, and Capital Requirements


 Our principal sources of liquidity are our existing cash, cash equivalents and
marketable securities, cash generated from operations, proceeds from our senior
convertible notes issuances, and access to our revolving line of credit. Our
primary uses of cash have been for research and development programs, selling
and marketing activities, capital expenditures, acquisitions of businesses, and
debt service costs.
We expect that cash provided by our operations may fluctuate in future periods
as a result of a number of factors, including fluctuations in our operating
results, working capital requirements and capital deployment decisions. We have
historically invested our cash primarily in U.S. dollar-denominated, investment
grade, highly liquid obligations of U.S. government-sponsored enterprises,
commercial paper, corporate debt, and money market funds. Certain of these
investments are subject to general credit, liquidity and other market risks. The
general condition of the financial markets and the economy may increase those
risks and may affect the value and liquidity of investments and restrict our
ability to access the capital markets.
Our future capital requirements will depend on many factors, including but not
limited to:
      The revenue generated by sales               Our ability to efficiently                 The success of our research and
      of our approved products and                 scale our operations to meet               development efforts;
      other future products;                       demand for our current

and any


                                                   future products;

      The expenses we incur in                     The costs, timing and risks of             The emergence of competing or
      manufacturing, developing,                   delays of additional                       complementary technological
      selling and marketing our                    regulatory approvals;                      developments;
      products;

      The quality levels of our                    The costs of filing,                       The terms and timing of any
      products and services;                       prosecuting, defending and                 collaborative, licensing and
                                                   enforcing any patent claims                other arrangements that we may
                                                   and other intellectual                     establish; and
                                                   property rights;

      The third-party reimbursement of             The rate of progress and cost              The acquisition of businesses,
      our products for our customers;              of our clinical trials and                 products and technologies and
                                                   other development activities;              our ability to integrate and
                                                                                              manage any acquired businesses,
                                                                                              products and technologies.

                                   The evolution of the international

expansion of our business.




We expect that existing cash and cash flows from our future operations will
generally be sufficient to fund our ongoing core business. As current borrowing
sources become due, we may be required to access the capital markets for
additional funding. As we assess inorganic growth strategies, we may need to
supplement our internally generated cash flow with outside sources. In the event
that we are required to access the debt market, we believe that we will be able
to secure reasonable borrowing rates. As part of our liquidity strategy, we will
continue to monitor our current level of earnings and cash flow generation as
well as our ability to access the market in light of those earning levels.
A substantial portion of our operations are located in the United States, and
the majority of our sales since inception have been made in U.S. dollars.
Accordingly, our assessment is that we have no material net exposure to foreign
currency exchange rate fluctuations at this time. However, as our business in
markets outside of the United States continues to increase, we will be exposed
to foreign currency exchange risk related to our foreign operations.
Fluctuations in the rate of exchange between the U.S. dollar and foreign
currencies, primarily the Australian Dollar, the British Pound, the Canadian
Dollar, and the Euro, could adversely affect our financial results, including
our revenues, revenue growth rates, gross margins, income and losses as well as
assets and liabilities. We currently engage in hedging transactions to reduce
foreign currency risks. We will continue to monitor and manage our financial
exposures due to exchange rate fluctuations as an integral part of our overall
risk management
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program. Our cash, cash equivalents and short-term marketable securities totaled
$2.70 billion as of September 30, 2021. None of those funds were restricted and
approximately 95% of those funds were located in the United States.
Our cash, cash equivalents and short-term marketable securities as of
September 30, 2021 decreased by $9.8 million from December 31, 2020 due to the
factors described in "Cash Flows" below. We believe that our cash, cash
equivalents, and marketable securities balances, projected cash contributions
from our commercial operations, and our $200.0 million revolving line of credit,
of which $193.6 million remains available, will be sufficient to meet our
anticipated seasonal working capital needs, capital expenditure requirements,
contractual obligations, commitments, debt service requirements, and other
liquidity requirements associated with our operations for at least the next 12
months.
Revolving Credit Agreement
On December 19, 2018, we entered into an amended and restated revolving credit
agreement which was subsequently amended on May 11, 2020 (as amended, the Credit
Agreement). The Credit Agreement provides for available principal amount of
$200.0 million which can be increased up to $500.0 million at our option subject
to customary conditions and approval of our lenders.
As of September 30, 2021, we had no outstanding borrowings, $6.4 million in
outstanding letters of credit, and a total available balance of $193.6 million
under the Credit Agreement.
On October 13, 2021, we amended and restated the Credit Agreement (as amended
and restated, the Amended Credit Agreement). The Amended Credit Agreement also
includes a subfacility of up to $25.0 million for letters of credit. Subject to
customary conditions and the approval of any lender whose commitment would be
increased, we have the option to increase the maximum principal amount available
under the Amended Credit Agreement by up to an additional $300.0 million,
resulting in a maximum available principal amount of $500.0 million. However, at
this time none of the lenders have committed to provide any such increase in
their commitments. Revolving loans under the Amended Credit Agreement will be
available for general corporate purposes, including working capital and capital
expenditures.
We monitor counterparty risk associated with the institutional lenders that are
providing this credit facility. We currently believe that this credit facility
will be available to us should we choose to borrow under it.
Senior Convertible Notes
The following table summarizes our outstanding senior convertible note
obligations as of September 30, 2021:
                                                           Aggregate                                              Initial Conversion
                                                           Principal                                               Rate per Share of            Conversion Price per
    Issuance Date                Coupon Rate             (in millions)               Maturity Date                   Common Stock              Share of Common Stock
    November 2018                   0.75%              $        817.4               December 1, 2023                    6.0869                        $164.29
       May 2020                     0.25%                     1,207.5              November 15, 2025                    1.6655                        $600.42
                                                       $      2,024.9


We used a portion of the net proceeds from the offering of the 2023 Notes to
repurchase 0.8 million shares of our common stock for $100.0 million in 2018. We
used $282.6 million of the net proceeds from the offering of the 2025 Notes to
repurchase a portion of our 2022 Notes; the remaining 2022 Notes were converted
for shares of our common stock during 2020. We intend to use the remainder of
the net proceeds from the Notes offerings for general corporate purposes and
capital expenditures, including working capital needs. We may also use the net
proceeds to expand our current business through in-licensing or acquisitions of,
or investments in, other businesses, products or technologies; however, we do
not have any significant commitments with respect to any such acquisitions or
investments at this time.
2023 Note Hedge
In connection with the offering of the 2023 Notes, in November 2018 we entered
into convertible note hedge transactions (the 2023 Note Hedge) with two of the
initial purchasers of the 2023 Notes (the 2023 Counterparties) entitling us to
purchase up to 5.2 million shares of our common stock at an initial price
of $164.29 per share, each of which is subject to adjustment. The cost of the
2023 Note Hedge was $218.9 million and it will expire on December 1, 2023. The
2023 Note Hedge is expected to reduce the potential equity dilution upon any
conversion of the 2023 Notes and/or offset any cash payments we are required to
make in excess of the principal amount of converted 2023 Notes if the daily
volume-weighted average price per share of our common stock exceeds the strike
price of the 2023 Note Hedge. The strike price of the 2023 Note Hedge initially
corresponds to the conversion price of the 2023 Notes and is subject to certain
adjustments under the terms of the 2023 Note Hedge. See
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Note 4 to the consolidated financial statements in Part I, Item 1 of this
Quarterly Report for conversion activity related to the 2023 Notes and shares
received as the result of exercising a portion of the 2023 Note Hedge.
2023 Warrants
In November 2018, we also sold warrants (the 2023 Warrants) to the 2023
Counterparties to acquire up to 5.2 million shares of our common stock for cash
proceeds of $183.8 million. The 2023 Warrants require net share settlement and a
pro-rated number of warrants will expire on each of the 60 scheduled trading
days starting on March 1, 2024.
See Note 4 to the consolidated financial statements in Part I, Item 1 of this
Quarterly Report for more information about the terms of the Credit Agreement,
our senior convertible notes, the 2023 Note Hedge, and the 2023 Warrants.
                                   Cash Flows


                    [[Image Removed: dxcm-20210930_g9.jpg]]
As of September 30, 2021, we had $2.70 billion in cash, cash equivalents and
short-term marketable securities, which is a decrease of $9.8 million compared
to $2.71 billion as of December 31, 2020.
The primary cash flows during the nine months ended September 30, 2021 and 2020
are described below. See the consolidated financial statements in Part I, Item 1
of this Quarterly Report for complete consolidated statements of cash flows for
these periods.
                                       34

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  Table of Contents
                                                   Nine Months Ended
                                September 30, 2021                   September 30, 2020

                            $174.1 million of net                $138.4 million of net
                            income and $255.2 million            income and $195.4 million
                            of net non-cash                      of net non-cash
                            adjustments, partially               adjustments, partially
                            offset by $92.6 million of           offset by $30.2 million of
                            net changes in working               net changes in working
  Operating Cash Flows      capital balances                     capital balances
                            Net non-cash adjustments             Net non-cash adjustments
                            were primarily related to            were primarily related to
                            share-based compensation,            share-based compensation,
                            non-cash interest expense            non-cash interest expense
                            for our senior convertible           for our senior convertible
                            notes, and depreciation and          notes, and depreciation and
                            amortization.                        amortization.

                            $625.1 million net proceeds          $844.6 million net
                            from marketable securities           purchases of marketable
                                                                 securities
                            $309.0 million capital               $138.8 million capital
  Investing Cash Flows      expenditures                         expenditures
                            $31.6 million in
                            acquisitions, net of cash
                            acquired
                            $4.0 million in minority
                            equity investments

                            $20.3 million in proceeds            $1.19 billion in proceeds
                            from the issuance of common          from issuance of
                            stock under our employee             convertible notes, net of
                            stock plans                          issuance costs
                            $9.1 million in payments             $15.3 million in proceeds
  Financing Cash Flows      for financing leases                 from the issuance of common
                                                                 stock under our employee
                                                                 stock plans
                                                                 $282.6 million cash outflow
                                                                 for repurchase of
                                                                 convertible notes



Contractual Obligations


We presented our contractual obligations as of December 31, 2020 in our Annual
Report on Form 10-K for the twelve months then ended. There were no significant
changes to our 2025 Notes and lease obligations. See Note 4 to the consolidated
financial statements in Part I, Item 1 of this Quarterly Report for conversion
activity related to our 2023 Notes. As of September 30, 2021, we had
approximately $503.9 million of open purchase orders and contractual obligations
in the ordinary course of business, the majority of which are due within one
year.
Off-Balance Sheet Arrangements


As of September 30, 2021, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K. Recent Accounting Guidance




For a description of recently issued accounting guidance that is applicable to
our consolidated financial statements, see Note 1 to the consolidated financial
statements in Part I, Item 1 of this Quarterly Report.

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