The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and the accompanying notes included in this quarterly report. The
following discussion may contain forward-looking statements that reflect our
plans, estimates and beliefs, which are subject to risks, uncertainties and
assumptions. Our actual results could differ materially from those discussed in
these forward-looking statements. Factors that could cause or contribute to
these differences include those discussed under the headings "Risk Factors" and
"Forward-Looking Statements" in both our annual report on Form 10-K for the year
ended December 31, 2021 and in this quarterly report.

Overview



We are primarily engaged in the development, manufacture and sale of our
proprietary Omnipod System, a continuous insulin delivery system for people with
insulin-dependent diabetes. The Omnipod System features a small, lightweight,
self-adhesive disposable tubeless Omnipod device that is worn on the body for up
to three days at a time; and its wireless companion, the handheld
PDM/Controller. The Omnipod System, which features discreet and easy-to-use
devices, communicates wirelessly, provides for virtually pain-free automated
cannula insertion and eliminates the need for MDI therapy or the use of pump and
tubing. We believe that the Omnipod System's unique proprietary design and
features allow people with insulin-dependent diabetes to manage their diabetes
with unprecedented freedom, comfort, convenience and ease.

In addition to the diabetes market space, we have partnered with pharmaceutical
and biotechnology companies to tailor the Omnipod System technology platform for
the delivery of subcutaneous drugs across other therapeutic areas. Most of our
drug delivery revenue currently consists of sales of pods to Amgen for use in
the Neulasta® Onpro® kit, a delivery system for Amgen's Neulasta to help reduce
the risk of infection after intense chemotherapy.

Our mission is to improve the lives of people with diabetes. To assist in achieving this mission, we are focused on the following key strategic imperatives:

•expanding access and awareness;

•delivering consumer-focused innovation;

•growing our global addressable market; and

•driving operational excellence.



Our long-term financial objective is to sustain profitable growth. To achieve
this goal, our efforts have been focused on the launch of Omnipod 5, which in
January 2022, received FDA clearance for individuals aged six years and older
with type 1 diabetes. Our limited market release of Omnipod 5 began in February
and we expect a full market release this year. We are also working to bring
Omnipod 5 to our international markets. Our submission for CE Mark approval in
Europe is under review and we are currently focused on further building our
international teams and advancing our regulatory, reimbursement and market
development efforts.

Additionally, we continue to increase our presence within our existing markets
and expand internationally in a targeted and strategic manner. We recently
opened an office in Dubai to serve as our primary local presence and regional
infrastructure in the Middle East and launched Omnipod in Saudi Arabia. We also
plan to expand into United Arab Emirates this year.

In addition, we have been taking steps to further strengthen our global
manufacturing capabilities. We have optimized our operations in China by
consolidating our production in that region into one location. We also plan to
invest in a new manufacturing plant in Malaysia to support our international
expansion strategy, further ensure product supply and drive higher gross margins
over time.

Finally, we plan to continue to expand awareness of and access to our products,
while also focusing on our product development efforts. Our direct to consumer
advertising programs continue to drive increased awareness of Omnipod. To
accelerate our efforts to secure reimbursement for Omnipod 5, we plan to begin a
randomized control trial this year. Our product development efforts include
enhancing the customer experience through digital product offerings. Achieving
the above strategic imperatives is expected to require additional investments in
certain initiatives and personnel, as well as enhancements to our supply chain
operation capacity, efficiency and effectiveness.

Results of Operations

Factors Affecting Operating Results



Our Pods are intended to be used continuously for up to three days, after which
it may be replaced with a new disposable Pod. The Omnipod System's unique
patented design allow us to provide pump therapy at a relatively low or no
up-front investment, which reduces the risk to third-party payors in the U.S.,
compared to tubed insulin pumps. As we grow our customer base, we expect to
generate an increasing portion of our revenues through recurring sales of our
disposable Pods, which provides predictable recurring revenue.

We continue to experience constrained supply and supply chain disruption;
however, to date we have been able to successfully mitigate this disruption and
ensure uninterrupted supply to our customers by increasing our inventory levels
and taking other

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measures. While our mitigation efforts and inflation are expected to negatively
impact gross margins and net income throughout the year, we intend to continue
to work to improve productivity to help offset these costs.

Revenue

                                          Three Months Ended March 31,
                                                                                      Percent                 Currency                   Constant
(dollars in millions)                       2022                  2021                Change                   Impact                  Currency (1)
U.S. Omnipod                          $        174.1          $   143.3                    21.5  %                     -  %                      21.5  %
International Omnipod                           95.4               89.9                     6.1  %                  (6.4) %                      12.5  %
Total Omnipod                                  269.5              233.2                    15.6  %                  (2.4) %                      18.0  %
Drug Delivery                                   25.9               19.1                    35.6  %                     -  %                      35.6  %
Total revenue                         $        295.4          $   252.3                    17.1  %                  (2.2) %                      19.3  %


(1) Constant currency revenue growth is a non-GAAP financial measure which
should be considered supplemental to, and not a substitute for, our reported
financial results prepared in accordance with GAAP. See "Management's Use of
Non-GAAP Measures."

Total revenue for the three months ended March 31, 2022 increased $43.1 million,
or 17.1%, to $295.4 million, compared with $252.3 million for the three months
ended March 31, 2021. Constant currency revenue growth of 19.3% was primarily
driven by higher volume, favorable sales channel mix and, to a lesser extent
increased drug delivery revenue.

U.S. Omnipod

U.S. Omnipod revenue for the three months ended March 31, 2022 increased $30.8
million, or 21.5%, to $174.1 million, compared with $143.3 million for the three
months ended March 31, 2021. This increase was primarily due to higher volumes
driven by growing our customer base and, to a lesser extent, an increase due to
growth through the pharmacy channel, where Pods have a higher average selling
price due in part to the fact that we offer the PDM for no charge.

U.S. Omnipod revenue for the three months ended March 31, 2022 includes
$48.4 million of related party revenue, compared with $2.8 million for the three
months ended March 31, 2021. The $45.6 million increase primarily resulted from
a shift in certain revenues from one distributor to another.

For full year 2022, we expect strong U.S. Omnipod revenue growth primarily driven by continued volume growth of Omnipod DASH, primarily in the pharmacy channel.



International Omnipod

International Omnipod revenue for the three months ended March 31, 2022
increased $5.5 million, or 6.1%, to $95.4 million, compared with $89.9 million
for the three months ended March 31, 2021. Excluding the 6.4% unfavorable impact
of currency exchange, the remaining 12.5% increase in revenue was primarily due
to higher volumes as we continue to expand awareness and access to Omnipod DASH,
partially offset by increased competition from automated insulin delivery
("AID") systems and the impact of the pandemic on our recurring revenue.

For full year 2022, we expect higher International Omnipod revenue due to continued volume growth and market penetration aided by the ongoing adoption of Omnipod DASH throughout our international markets, partially offset by competition from AID systems.

Drug Delivery



Drug Delivery revenue for the three months ended March 31, 2022 increased $6.8
million, or 35.6%, to $25.9 million, compared with $19.1 million for the three
months ended March 31, 2021. This increase was primarily due to a shift in
timing of production. For full year 2022, we expect Drug Delivery revenue to
decline as production levels were elevated during the pandemic.

Operating Expenses

Three Months Ended March 31,


                                                                          2022                                    2021
                                                                                  Percent of                           Percent of
(dollars in millions)                                          Amount               Revenue            Amount            Revenue
Cost of revenue                                           $        85.7                29.0  %       $  84.8                33.6  %
Research and development expenses                         $        43.1                14.6  %       $  40.7                16.1  %
Selling, general and administrative expenses              $       128.7                43.6  %       $ 110.5                43.8  %


Cost of Revenue

Cost of revenue for the three months ended March 31, 2022 increased $0.9
million, or 1.1%, to $85.7 million, compared with $84.8 million for the three
months ended March 31, 2021. Gross margin was 71.0% for the three months ended
March 31, 2022, compared

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with 66.4% for the three months ended March 31, 2021. The 460 basis point increase in gross margin was primarily driven by improved manufacturing efficiencies and higher average selling price due to growth in the pharmacy channel, partially offset by higher expected production costs as U.S manufacturing becomes a larger portion of our total production.



For full year 2022, we expect gross margin to be in the range of 67% to 68%. We
anticipate gross margin will be negatively impacted by unfavorable product mix,
higher costs associated with Omnipod 5 production, and continued higher
production costs as we increase U.S. manufacturing and contend with inflation
and global supply chain disruptions. We believe these higher costs will be
partially offset by the benefits of continued improvements in global
manufacturing and supply chain operations and increased volumes in the pharmacy
channel.

Research and Development Expenses



Research and development expenses for the three months ended March 31, 2022
increased $2.4 million, or 5.9%, to $43.1 million, compared with $40.7 million
for the three months ended March 31, 2021. This increase was primarily due to
year-over-year headcount additions to support our continued investment in
development of Omnipod products, partially offset by lower outside services used
for clinical activities. We expect research and development spending in 2022 to
increase compared with 2021 as we continue to invest in advancing our innovation
and contend with inflation.

Selling, General and Administrative Expenses



Selling general and administrative expenses for the three months ended March 31,
2022 increased $18.2 million, or 16.5%, to $128.7 million, compared with $110.5
million for the three months ended March 31, 2021. This increase was primarily
attributable to year-over-year headcount additions, mainly to support
information technology, international expansion and commercial operations, an
increase in investments to expand market acceptance and access to the Omnipod,
and higher travel and entertainment expenses due to increased activity as
COVID-19 restrictions have lifted. We expect selling, general, and
administrative expenses to increase in 2022 compared with 2021 due to expansion
of our sales force and customer support personnel, investments to expand market
acceptance and access for the Omnipod System, including direct-to-consumer
advertising, and investments in our operating structure to facilitate operating
efficiencies and continued growth.

Non-Operating Items

Interest Expense, Net



Net interest expense decreased $4.5 million to $8.9 million for the three months
ended March 31, 2022, compared with $13.4 million for the three months ended
March 31, 2021. This decrease was primarily driven by the adoption of Accounting
Standards Update 2020-06, Accounting for Convertible Debt Instruments and
Contracts in an Entity's Own Equity ("ASU 2020-06"), which eliminated most of
the non-cash interest expense associated with our convertible notes. Refer to
Recently Adopted Accounting Standard in Note 1 to the consolidated financial
statements for additional information.

Other Income (Expense), Net



During the three months ended March 31, 2022, we had other income of $0.3
million, compared with other expense of $2.6 million for the three months ended
March 31, 2021. The $2.9 million decrease in other expense was primarily driven
by a decrease in unrealized foreign currency losses and an increase in realized
gains.

Income Tax Expense, Net

Income tax expense was $1.5 million and $0.3 million for the three months ended
March 31, 2022 and 2021, respectively, resulting in effective tax rates of 5.1%
and 114.3%. The decrease in the effective tax rate was primarily driven by an
increase in pre-tax income in the U.S. where we have net operating loss
carryforwards to reduce taxable profits and a full valuation allowance against
deferred tax assets.

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Adjusted EBITDA



The table below presents reconciliations of Adjusted EBITDA, a non-GAAP
financial measure, to net income (loss), the most directly comparable financial
measure prepared in accordance with accounting principles generally accepted in
the United States of America ("GAAP"):
                                           Three Months Ended March 31,
(in millions)                                    2022                     2021
Net income                         $          27.8                      $    -
Interest expense, net                          8.9                        13.4
Income tax expense                             1.5                         0.3
Depreciation and amortization                 15.3                        12.8
Stock-based compensation expense               9.5                         8.6
Adjusted EBITDA                    $          63.0                      $ 35.1


Non-GAAP Financial Measures

Management uses the following non-GAAP financial measures:



Constant currency revenue growth represents the change in revenue between
current and prior year periods using the exchange rate in effect during the
applicable prior year period. We present constant currency revenue growth
because we believe it provides meaningful information regarding our results on a
consistent and comparable basis. Management uses this non-GAAP financial
measure, in addition to financial measures in accordance with GAAP, to evaluate
our operating results. It is also one of the performance metrics that determines
management incentive compensation.

Adjusted EBITDA represents net income (loss) plus net interest expense, income
tax expense (benefit), depreciation and amortization, stock-based compensation
and other significant unusual items, as applicable. We present Adjusted EBITDA
because management uses it as a supplemental measure in assessing our operating
performance, and we believe that it is helpful to investors, and other
interested parties as a measure of our comparative operating performance from
period to period. Adjusted EBITDA is a commonly used measure in determining
business value and we use it internally to report results.

These non-GAAP financial measures should be considered supplemental to, and not
a substitute for, our reported financial results prepared in accordance with
GAAP. In addition, the above definitions may differ from similarly titled
measures used by others. Non-GAAP financial measures exclude the effect of items
that increase or decrease our reported results of operations; accordingly, we
strongly encourage investors to review our consolidated financial statements in
their entirety.

Liquidity and Capital Resources



As of March 31, 2022, we had $709.6 million in cash and cash equivalents.
Additionally, we have a $60 million three-year senior secured revolving credit
facility (the "Credit Facility"), which expires in 2024. At March 31, 2022, no
amount was outstanding under the Credit Facility. The Credit Facility contains a
covenant to maintain a specified leverage ratio under certain conditions when
there are amounts outstanding under the facility. It also contains other
customary covenants, none of which are considered restrictive to our operations.
We believe that our current liquidity will be sufficient to meet our projected
operating, investing and debt service requirements for at least the next twelve
months.

Debt

To finance our operations and global expansion, we have periodically issued convertible senior notes, which are convertible into our common stock. As of March 31, 2022, the following notes were outstanding:


                                                                                                                                                    Conversion Price
                                                             Principal Outstanding                                                                    per Share of
Issuance Date                               Coupon               (in millions)                 Due Date               Conversion Rate (1)             Common Stock
September 2019                              0.375%                   800.0                  September 2026                   4.4105                $    

226.73

(1) Per $1,000 face value of notes

Additional information regarding our debt is provided in Note 10 to the consolidated financial statements.


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