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 in August we launched our full market release. Accordingly, Omnipod 5 is now
available through retail pharmacies. 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
expanded into the United Arab Emirates during the quarter.

In addition, we have been taking steps to further strengthen our global
manufacturing capabilities. We are optimizing our operations in China by
consolidating our production in that region into one location. We also broke
ground on 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 are currently
enrolling individuals in a randomized control trial in France and the U.S. 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.

                                       18

--------------------------------------------------------------------------------

Table of Contents

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 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 June 30,
                                                                                      Percent                 Currency                   Constant
(dollars in millions)                       2022                  2021                Change                   Impact                  Currency (1)
U.S. Omnipod                          $        196.4          $   150.5                    30.5  %                     -  %                      30.5  %
International Omnipod                           89.4               91.6                    (2.4) %                 (11.3) %                       8.9  %
Total Omnipod                                  285.8              242.1                    18.1  %                  (4.2) %                      22.3  %
Drug Delivery                                   13.6               21.1                   (35.5) %                     -  %                     (35.5) %
Total revenue                         $        299.4          $   263.2                    13.8  %                  (3.9) %                      17.7  %


                               Six Months Ended June 30,
                                                                    Percent      Currency        Constant
(dollars in millions)              2022                 2021        Change        Impact       Currency (1)
U.S. Omnipod            $       370.5                 $ 293.8        26.1  %          -  %           26.1  %
International Omnipod           184.8                   181.5         1.8  %       (8.9) %           10.7  %
Total Omnipod                   555.3                   475.3        16.8  %       (3.4) %           20.2  %
Drug Delivery                    39.5                    40.2        (1.7) %          -  %           (1.7) %
Total revenue           $       594.8                 $ 515.5        15.4  %       (3.1) %           18.5  %


(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 June 30, 2022 increased $36.2 million,
or 13.8%, to $299.4 million, compared with $263.2 million for the three months
ended June 30, 2021. Constant currency revenue growth of 17.7% was primarily
driven by higher volume and favorable sales channel mix, partially offset by a
decrease in Drug Delivery revenue.

Total revenue for the six months ended June 30, 2022 increased $79.3 million, or
15.4%, to $594.8 million, compared with $515.5 million for the six months ended
June 30, 2021. Constant currency revenue growth of 18.5% was primarily driven by
higher volume and, to a lesser extent, favorable sales channel mix.

U.S. Omnipod

U.S. Omnipod revenue for the three months ended June 30, 2022 increased
$45.9 million, or 30.5%, to $196.4 million, compared with $150.5 million for the
three months ended June 30, 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/Controller for no
charge, as well as an increase in inventory at distributors due to the launch of
Omnipod 5.

U.S. Omnipod revenue for the three months ended June 30, 2022 includes
$55.5 million of related party revenue, compared with $3.3 million for the three
months ended June 30, 2021. The $52.2 million increase primarily resulted from a
shift in certain revenues from one distributor to another.

U.S. Omnipod revenue for the six months ended June 30, 2022 increased $76.7
million, or 26.1%, to $370.5 million, compared with $293.8 million for the six
months ended June 30, 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/Controller for no charge.

                                       19

--------------------------------------------------------------------------------

Table of Contents

U.S. Omnipod revenue for the six months ended June 30, 2022 includes $103.9
million of related party revenue, compared with $5.5 million for the six months
ended June 30, 2021. The $98.4 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 in the pharmacy
channel, primarily driven by the continued increase in Omnipod DASH sales volume
and the full market release of Omnipod 5.

International Omnipod



International Omnipod revenue for the three months ended June 30, 2022 decreased
$2.2 million, or 2.4%, to $89.4 million, compared with $91.6 million for the
three months ended June 30, 2021. Excluding the 11.3% unfavorable impact of
currency exchange, the remaining 8.9% 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.

International Omnipod revenue for the six months ended June 30, 2022 increased
$3.3 million, or 1.8%, to $184.8 million, compared with $181.5 million for the
six months ended June 30, 2021. Excluding the 8.9% unfavorable impact of
currency exchange, the remaining 10.7% 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 June 30, 2022 decreased $7.5
million, or 35.5%, to $13.6 million, compared with $21.1 million for the three
months ended June 30, 2021. This decrease was primarily due to elevated volume
in the prior year due to the pandemic.

Drug Delivery revenue for the six months ended June 30, 2022 of $39.5 million
was relatively level compared with $40.2 million for the six months ended June
30, 2021. For full year 2022, we expect Drug Delivery revenue to decline as
production levels were elevated during the pandemic.

Operating Expenses
                                                                       Three Months Ended June 30,
                                                             2022                                         2021
                                                                     Percent of                                 Percent of
(dollars in millions)                           Amount                 Revenue               Amount               Revenue
Cost of revenue                            $       109.1                    36.4  %       $    80.5                    30.6  %
Research and development expenses          $        42.6                    14.2  %       $    40.1                    15.2  %
Selling, general and administrative
expenses                                   $       174.4                    58.2  %       $   116.3                    44.2  %


                                                                       Six Months Ended June 30,
                                                            2022                                         2021
                                                                    Percent of                                 Percent of
(dollars in millions)                          Amount                 Revenue               Amount               Revenue
Cost of revenue                            $      194.8                    32.8  %       $   165.3                    32.1  %
Research and development expenses          $       85.7                    14.4  %       $    80.8                    15.7  %
Selling, general and administrative
expenses                                   $      303.1                    51.0  %       $   226.8                    44.0  %


Cost of Revenue

Cost of revenue for the three months ended June 30, 2022 increased $28.6
million, or 35.5%, to $109.1 million, compared with $80.5 million for the three
months ended June 30, 2021. Gross margin was 63.6% for the three months ended
June 30, 2022, compared with 69.4% for the three months ended June 30, 2021. The
580 basis point decrease in gross margin was primarily driven by higher expected
production costs and manufacturing inefficiencies as U.S. manufacturing
continues to ramp and become a larger portion of our total production and we
transition product lines between manufacturing facilities to ensure redundancy.
An increase in warranty costs driven by aging battery lives in Omnipod DASH PDMs
and higher costs associated with Omnipod 5 production also contributed to the
decline in margin. These decreases were partially offset by higher average
selling price due to growth in the pharmacy channel.

Cost of revenue for the six months ended June 30, 2022 increased $29.5 million,
or 17.8%, to $194.8 million, compared with $165.3 million for the six months
ended June 30, 2021. Gross margin of 67.2% for the six months ended June 30,
2022 was relatively level

                                       20

--------------------------------------------------------------------------------

Table of Contents



with the prior year as higher expected production costs in the U.S. were mostly
offset by improved manufacturing efficiencies and higher average selling price
due to growth in the pharmacy channel.

For full year 2022, we expect gross margin to be in the range of 65% to 66%. We
anticipate gross margin will be negatively impacted by unfavorable product line
mix, higher costs associated with Omnipod 5 and Drug Delivery production,
increased component costs due to inflation, and higher warranty expense. We
believe these higher costs will be partially offset by increased volume in the
pharmacy channel.

Research and Development Expenses



Research and development expenses for the three months ended June 30, 2022
increased $2.5 million, or 6.2%, to $42.6 million, compared with $40.1 million
for the three months ended June 30, 2021. Research and development expenses for
the six months ended June 30, 2022 increased $4.9 million, or 6.1%, to $85.7
million, compared with $80.8 million for the six months ended June 30, 2021. The
increases for both the three and six months ended June 30, 2022 were 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 June 30,
2022 increased $58.1 million, or 50.0%, to $174.4 million, compared with $116.3
million for the three months ended June 30, 2021. Selling general and
administrative expenses for the six months ended June 30, 2022 increased $76.3
million, or 33.6%, to $303.1 million, compared with $226.8 million for the six
months ended June 30, 2021. The increases for both the three and six months
ended June 30, 2022 were primarily attributable to $27.3 million of legal costs
related to the settlement of a patent infringement lawsuit, associated legal
fees, and an estimated liability to settle a contract dispute. To a lesser
extent, the increases were due to year-over-year headcount additions, mainly to
support information technology, commercial operations, and international
expansion, 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. Additionally, selling, general
and administrative expenses for both the three and six months ended June 30,
2022 includes $3.4 million of costs associated with the retirement and advisory
services of our former chief executive officer.

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 $8.1 million to $8.3 million for the three months
ended June 30, 2022, compared with $16.4 million for the three months ended June
30, 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.

Net interest expense decreased $12.6 million to $17.2 million for the six months
ended June 30, 2022, compared with $29.8 million for the six months ended June
30, 2021. This decrease was primarily driven by the adoption of ASU 2020-06 as
discussed above.

Loss on Extinguishment of Debt



During the three and six months ended June 30, 2021, we incurred a $40.1 million
loss on extinguishment of debt related to the repurchase of a portion of our
1.375% Convertible Senior Notes.

Other (Expense) Income, Net



During the three months ended June 30, 2022, we had other expense of $1.1
million, compared with other income of $1.8 million for the three months ended
June 30, 2021. The $2.9 million increase in other expense was primarily driven
by an increase in unrealized foreign currency losses.

During both the six months ended June 30, 2022 and the six months ended June 30, 2021, we had other expense of $0.8 million driven by net unrealized foreign currency losses.



Income Tax Expense, Net
Income tax benefit was $1.1 million for the three months ended June 30, 2022,
compared with an income tax benefit of $3.4 million for the three months ended
June 30, 2021, resulting in effective tax rates of 2.9% and 12.1%, respectively.
Income tax expense was $0.4 million for the six months ended June 30, 2022,
compared with an income tax benefit of $3.1 million for the six months ended
June 30, 2021, resulting in effective tax rates of (6.5)% and 11.2%,
respectively. The decreases in the effective tax rates for both the three and
six months ended June 30, 2022 were primarily driven by the jurisdictional
distribution of profits and losses. Additionally,

                                       21

--------------------------------------------------------------------------------

Table of Contents the valuation allowance recorded against current year losses in the United Kingdom contributed to the decrease for the six months ended June 30, 2022.

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 June 30,                Six Months Ended June 30,
(in millions)                                    2022                  2021                2022                 2021
Net loss                                   $        (35.0)         $   (25.0)         $       (7.2)         $   (25.0)
Interest expense, net                                 8.3               16.4                  17.2               29.8
Income tax (benefit) expense                         (1.1)              (3.4)                  0.4               (3.1)
Depreciation and amortization                        15.8               15.2                  31.1               28.0
Stock-based compensation expense                      8.9                9.0                  18.4               17.6
Legal costs(1)                                       27.3                  -                  27.3                  -
CEO transition costs(2)                               3.4                  -                   3.4                  -
Loss on extinguishment of debt                          -               40.1                     -               40.1
Adjusted EBITDA                            $         27.6          $    52.3          $       90.6          $    87.4


(1) Includes a $20.0 million charge to settle patent infringement litigation
with Roche Diabetes Care, Inc., associated legal fees, and an estimated
liability to settle a contract dispute. Refer to Note 12 to the consolidated
financial statements for additional information.

(2) Represents costs associated with the retirement and advisory services of our former chief executive officer, including $2.3 million of accelerated stock-based compensation expense.

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 June 30, 2022, we had $708.6 million in cash and cash equivalents.
Additionally, we have a $70.0 million three-year senior secured revolving credit
facility (the "Credit Facility"), which expires in 2024. At June 30, 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.

                                       22

--------------------------------------------------------------------------------

Table of Contents

Debt

To finance our operations and global expansion, we have periodically issued convertible senior notes, which are convertible into our common stock. As of June 30, 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.

© Edgar Online, source Glimpses