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-20210630_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-20210630_g3.jpg]] Global Presence


                                              We have built a direct sales organization
                                              in the United States, Canada 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-20210630_g4.jpg]]

[[Image Removed: dxcm-20210630_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-20210630_g6.jpg]]
   [[Image Removed: dxcm-20210630_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 six months ended June 30, 2021.
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Results of Operations


                      Key Highlights for the Three Months Ended June 30, 2021

    Revenues                              Gross Profit                            Operating Income
 $595.1 million                          $417.1 million                            $101.0 million
  up 32% from                           up 47% from the                           up 49% from the
    the same                            same period 2020                          same period 2020
  period 2020

                                                                                     Cash, Cash
                                         Operating Cash                            Equivalents, &
   Net Income                                 Flow                                   Short-Term
                                                                                     Marketable
                                                                                     Securities
 $62.9 million                           $61.6 million                             $2.58 billion
  up 36% from                            down 67% from                              down 5% from
    the same                            the same period                           fiscal year 2020
  period 2020                                 2020



                               Financial Overview
                    [[Image Removed: dxcm-20210630_g8.jpg]]

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Financial Overview


                                                   Three Months Ended June 30,                              2021 - 2020
(In millions, except per share amounts)               2021                 2020                   $ Change              % Change
Revenues                                       $        595.1           $ 451.8                $     143.3                     32  %
Cost of sales                                           178.0             167.7                       10.3                      6  %
Gross profit                                   $        417.1           $ 284.1                $     133.0                     47  %
Gross profit as a percent of total revenue               70.1   %          62.9  %

Operating income                               $        101.0           $  67.8                $      33.2                     49  %
Net income                                               62.9              46.3                       16.6                     36  %

Basic net income per share                               0.65              0.49                       0.16                     33  %
Diluted net income per share                   $         0.63           $  0.48                $      0.15                     31  %

                                                    Six Months Ended June 30,                               2021 - 2020
(In millions, except per share amounts)               2021                 2020                   $ Change              % Change
Revenues                                       $      1,100.1           $ 856.9                $     243.2                     28  %
Cost of sales                                           339.1             316.3                       22.8                      7  %
Gross profit                                   $        761.0           $ 540.6                $     220.4                     41  %
Gross profit as a percent of total revenue               69.2   %          63.1  %

Operating income                               $        146.9           $ 101.4                $      45.5                     45  %
Net income                                              103.2              66.2                       37.0                     56  %

Basic net income per share                               1.07              0.71                       0.36                     51  %
Diluted net income per share                   $         1.04           $  0.69                $      0.35                     51  %


* Not meaningful

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 June 30, 2021 Compared to Three Months Ended June 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 pricing pressure due to the evolution of our channel
strategy and product mix. Disposable sensor and other revenue comprised
approximately 83% of total revenue and Reusable Hardware revenue comprised
approximately 17% of total revenue for the three months ended June 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 June 30, 2020.
Cost of sales increased primarily due to increased sales volume. The increase in
gross profit and gross profit margin in the second quarter of 2021 compared to
the second quarter of 2020 were primarily driven by increased revenues and cost
savings associated with manufacturing efficiencies.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 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 pricing pressure due to the evolution of our channel
strategy and product mix. Disposable sensor and other revenue comprised
approximately 84% of total revenue and Reusable Hardware
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revenue comprised approximately 16% of total revenue for the six months ended
June 30, 2021. Disposable sensor and other revenue comprised approximately 80%
of total revenue and Reusable Hardware revenue comprised approximately 20% of
total revenue for the six months ended June 30, 2020.
Cost of sales increased primarily due to increased sales volume. The increase in
gross profit and gross profit margin in the first six months of 2021 compared to
the first six 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 June 30, 2021 Compared to Quarter Ended June 30, 2020


                                                     Three Months Ended June 30,                       2021 - 2020
(In millions)                                           2021                 2020            $ Change              % Change
Research and development                          $       129.1           $  79.9          $     49.2                     62  %
as a % of total revenue                                      22   %            18  %

Selling, general and administrative                       187.0             136.4                50.6                     37  %
as a % of total revenue                                      31   %            30  %
Total operating expenses                          $       316.1           $ 216.3          $     99.8                     46  %
as a % of total revenue (1)                                  53   %        

48 % (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 $15.4 million in
additional salaries, bonuses, and payroll-related costs, $21.1 million in
additional third party and consulting fees primarily related to software, and
$4.9 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 $21.5
million in additional advertising and marketing costs, $17.0 million in
additional salaries, bonuses, and payroll-related costs, and $3.5 million in
additional legal costs.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
                                                      Six Months Ended June 30,                        2021 - 2020
(In millions)                                           2021                2020             $ Change              % Change
Research and development                          $      238.5           $ 153.0          $      85.5                     56  %
as a % of total revenue                                     22   %            18  %
Selling, general and administrative                      375.6             286.2                 89.4                     31  %
as a % of total revenue                                     34   %            33  %
Total operating expenses                          $      614.1           $ 439.2          $     174.9                     40  %
as a % of total revenue                                     56   %         

51 % (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 $28.0 million in
additional salaries, bonuses, and payroll-related costs, $31.3 million in
additional third party and consulting fees primarily related to software, and
$9.1 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 $44.4
million in additional advertising and marketing costs, $33.3 million in
additional salaries, bonuses, and payroll-related costs, and $5.1 million of
investments in customer experience.
                       Non-Operating Income and Expenses


Interest Expense
Interest expense is comprised primarily of costs related to our senior
convertible notes. Interest expense increased $4.9 million to $25.2 million for
the three months ended June 30, 2021 compared to $20.3 million for the same
period of 2020. Interest expense increased $14.3 million to $50.0 million for
the six months ended June 30, 2021 compared to $35.7 million for the six months
ended June 30, 2020. The increase in interest expense for the periods presented
is primarily due to the May 2020 issuance of our 2025 Notes.
Interest and Other Income, Net
Interest and other income, 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
$0.4 million and $0.9 million for the three and six months ended June 30, 2021,
respectively, compared to $3.6 million and $9.6 million for the three and six
months ended June 30, 2020, respectively. The decrease in interest income was
primarily related to a decline in market interest rates, partially offset by an
increase in average invested balances during 2021 compared to 2020.
Income Tax Expense (Benefit)
We recorded income tax expense of $13.8 million on pre-tax income of $76.7
million for the three months ended June 30, 2021 compared to an income tax
benefit of $0.1 million on pre-tax income of $46.2 million for the three months
ended June 30, 2020.
We recorded an income tax benefit of $5.3 million on pre-tax income of $97.9
million for the six months ended June 30, 2021 and income tax expense of $2.4
million on pre-tax income of $68.6 million for the six months ended June 30,
2020.
Our estimated annual effective tax rate from normal, recurring operations
increased from 21.4% to 27.1% during the three months ended June 30, 2021
primarily due to an increase in forecasted pretax income in the U.S. and a
decrease in forecasted income outside the U.S. Our income tax expense for the
three months ended June 30, 2021 also includes the discrete impact of excess tax
benefits from stock 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.
Our income tax benefit 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 benefit for the six months ended June 30, 2021 is primarily
attributable to income tax expense from normal, recurring operations at an
estimated annual effective tax rate of 27.1%, 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.
                       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
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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 British Pound, the Euro, and the Canadian Dollar,
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 program. Our cash, cash equivalents and short-term marketable
securities totaled $2.58 billion as of June 30, 2021. None of those funds were
restricted and approximately 96% of those funds were located in the United
States.
Our cash, cash equivalents and short-term marketable securities as of June 30,
2021 decreased by $122.8 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
In December 2018, we entered into an amended and restated five-year $200.0
million revolving credit agreement which was subsequently amended on May 11,
2020 (as amended, the "Credit Agreement"). The Credit Agreement also includes a
sub-facility of up to $10.0 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
Credit
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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 Credit Agreement will be available for general
corporate purposes, including working capital and capital expenditures. As of
June 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. 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 June 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%              $        850.0               December 1, 2023                    6.0869                        $164.29
       May 2020                     0.25%                     1,207.5              November 15, 2025                    1.6655                        $600.42
                                                       $      2,057.5


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.
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.
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                                   Cash Flows


                    [[Image Removed: dxcm-20210630_g9.jpg]]
As of June 30, 2021, we had $2.58 billion in cash, cash equivalents and
short-term marketable securities, which is a decrease of $122.8 million compared
to $2.71 billion as of December 31, 2020.
The primary cash flows during the six months ended June 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.
                                                    Six Months Ended
                                  June 30, 2021                         June 30, 2020

                           $103.2 million of net                $66.2 million of net income
                           income and $164.8 million            and $122.1 million of net
                           of net non-cash                      non-cash adjustments,
                           adjustments, partially               partially offset by $32.3
                           offset by $178.6 million of          million of net changes in
                           net changes in working               working capital balances
 Operating Cash Flows      capital balances
                           Net non-cash adjustments             Net

non-cash adjustments were


                           were primarily related to            primarily related to
                           share-based compensation,            share-based compensation,
                           non-cash interest expense            non-cash interest expense for
                           for our senior convertible           our senior convertible notes,
                           notes, and depreciation and          and depreciation and
                           amortization.                        amortization.

                           $456.4 million net sales of          $890.5 million net purchases
                           marketable securities                of marketable securities
 Investing Cash Flows      $200.9 million capital               $91.4 million capital
                           expenditures                         expenditures
                           $4.0 million in minority
                           equity investments

                           $8.7 million in proceeds             $1.19 billion in proceeds
                           from the issuance of common          from

issuance of convertible


                           stock under our employee             notes, net 

of issuance costs

Financing Cash Flows stock plans

$8.3 million payments for            $6.7

million in proceeds from


                           financing leases                     the issuance of common stock
                                                                under our employee stock
                                                                plans
                                                                $282.6 million cash outflow
                                                                for repurchase of convertible
                                                                notes


                                       34

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  Table of Contents

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 senior convertible notes and lease obligations. As of June 30,
2021, we had approximately $554.7 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 June 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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