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, 2022 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 (the "Pod") device that the user fills
with insulin and wears directly on the body for up to three days at a time,
which delivers personalized doses of insulin, and the PDM or Controller, a
wireless handheld device that programs the Pod with the user's personalized
insulin-delivery instructions and wirelessly monitors the Pod's operation. The
Omnipod System includes: Classic Omnipod, its next generation Omnipod DASH, and
the most recent generation Omnipod 5, all of which eliminate the need for
multiple daily injections using syringes or insulin pens or the use of pump and
tubing.

We have also tailored the Omnipod System technology platform for the delivery of
subcutaneous drugs in 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 long-term financial objective is to sustain profitable growth. To achieve
this goal, we launched Omnipod 5 in 2022 in the United States and we are working
to bring Omnipod 5 to our international markets. We received CE Mark approval
under the European MDR in September 2022, and we are currently focused on
further building our international teams and advancing our regulatory,
reimbursement, and market development efforts. We plan to launch Omnipod 5 in
the U.K. and Germany in 2023 and to continue our international roll out more
broadly in 2024.

We also have begun enrolling individuals in a pivotal trial for Omnipod 5 with
the goal of expanding Omnipod 5's indication to type 2 users. Additionally, to
accelerate our efforts to secure reimbursement for Omnipod 5, we have fully
enrolled individuals in a randomized control trial in the U.S. and have enrolled
the majority of the individuals in France. We also continue to expand market
access and awareness of Omnipod through our direct to consumer advertising
programs and through growing our presence in the U.S. pharmacy channel, where
access to Omnipod 5 and Omnipod DASH is simpler and affordable, as no up-front
investment is required. As we continue our growth in the pharmacy channel, we
plan to phase-out our Classic Omnipod in the U.S. in 2023, since the vast
majority of our customer base is no longer using this product.

We also continue to take steps to strengthen our global manufacturing
capabilities. We are currently constructing a new manufacturing plant in
Malaysia to support our international expansion strategy, further ensure product
supply, and drive higher gross margins over time. We expect to begin production
at this new manufacturing facility in 2024.

Finally, we continue to focus on our product development efforts, including automated insulin delivery ("AID") offerings, such as choice of continuous glucose monitor and smartphone integration, and enhancing the customer experience through digital product and data capabilities. In April 2023, we received U.S. Food and Drug Administration ("FDA") clearance for Omnipod GOTM, our basal-only Pod for individuals with type 2 diabetes age 18 or older who require insulin. We expect commercialization of this product in 2024.

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 in regions where reimbursement allows for it and our
pay-as-you-go pricing model reduces the risk to third-party payors. 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 recurring
revenue.

During 2022, we issued two voluntary Medical Device Corrections ("MDCs"), one in
October for our Omnipod DASH PDM related to its battery and the other in
November for our Omnipod 5 Controller related to its charging port and cable. In
addition to the estimated liability we recorded in 2022, we have a performance
obligation to replace Omnipod DASH PDMs and Omnipod 5 Controllers sold
subsequent to the MDC issuances, which is expected to negatively impact gross
margins and net income in 2023, most notably in the first half of the year.
However, during the three months ended March 31, 2023, we recorded $8.0 million
of income associated with a change in our estimated liability for the MDCs
primarily due to lower shipping costs for replacement DASH

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PDMs and lower expected distribution costs for Omnipod 5 Controllers, which is expected to offset the negative impact to gross margin.



We continue to experience challenges stemming from the global supply chain
disruption; however, while there is no guarantee of future performance, 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 March 31,
                                                                                      Percent                 Currency                   Constant
(dollars in millions)                       2023                  2022                Change                   Impact                  Currency (1)
U.S. Omnipod                          $        259.0          $   174.1                    48.8  %                     -  %                      48.8  %
International Omnipod                           98.6               95.4                     3.4  %                  (6.2) %                       9.6  %
Total Omnipod                                  357.6              269.5                    32.7  %                  (2.2) %                      34.9  %
Drug Delivery                                    0.5               25.9                   (98.1) %                     -  %                     (98.1) %
Total revenue                         $        358.1          $   295.4                    21.2  %                  (2.1) %                      23.3  %


(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, 2023 increased $62.7 million,
or 21.2%, to $358.1 million, compared with $295.4 million for the three months
ended March 31, 2022. Constant currency revenue growth of 23.3% was primarily
driven by higher volume and, to a lesser extent, favorable sales channel mix,
partially offset by decreased drug delivery revenue.

U.S. Omnipod
U.S. Omnipod revenue for the three months ended March 31, 2023 increased
$84.9 million, or 48.8%, to $259.0 million, compared with $174.1 million for the
three months ended March 31, 2022. This increase was primarily due to higher
volumes driven by growing our customer base and, to a lesser extent, 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. This
increase was also driven by conversions to Omnipod 5 as users generally fill
both their starter kit and their first month of refills simultaneously. These
increases were partially offset by a reduction in inventory days-on-hand at our
distributors due to higher-than-expected consumption of Omnipod 5 and sales
returns for Omnipod DASH and Omnipod Classic as retail pharmacies convert their
inventory to Omnipod 5.

U.S. Omnipod revenue for the three months ended March 31, 2023 includes $96.8
million of related party revenue, compared with $48.4 million for the three
months ended March 31, 2022. The $48.4 million increase primarily resulted from
growth through the pharmacy channel.

For full year 2023, we expect strong U.S. Omnipod revenue growth driven by
continued volume growth of Omnipod 5 in the pharmacy channel, continued sales of
Omnipod DASH, and the benefits of our recurring revenue model. We expect these
increases to be partially offset by lower conversions to Omnipod 5 in the second
half of the year compared to 2022.

International Omnipod



International Omnipod revenue for the three months ended March 31, 2023
increased $3.2 million, or 3.4%, to $98.6 million, compared with $95.4 million
for the three months ended March 31, 2022. Excluding the 6.2% unfavorable impact
of currency exchange, the remaining 9.6% 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 AID systems.

For full year 2023, we expect higher International Omnipod revenue due to continued volume growth driven by the ongoing adoption of Omnipod DASH, partially offset by competition from AID systems.

Drug Delivery



Drug Delivery revenue for the three months ended March 31, 2023 was nominal
compared with $25.9 million for the three months ended March 31, 2022. For full
year 2023, we expect Drug Delivery revenue to decline $26 million to $32 million
due to a lower demand forecast from our partner.

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Operating Expenses
                                                                      Three Months Ended March 31,
                                                             2023                                         2022
                                                                     Percent of                                 Percent of
(dollars in millions)                           Amount                 Revenue               Amount               Revenue
Cost of revenue                            $       117.6                    32.8  %       $    85.7                    29.0  %
Research and development expenses          $        50.1                    14.0  %       $    43.1                    14.6  %
Selling, general and administrative
expenses                                   $       162.7                    45.4  %       $   128.7                    43.6  %


Cost of Revenue

Cost of revenue for the three months ended March 31, 2023 increased $31.9
million, or 37.2%, to $117.6 million, compared with $85.7 million for the three
months ended March 31, 2022. Gross margin was 67.2% for the three months ended
March 31, 2023, compared with 71.0% for the three months ended March 31, 2022.
The 380 basis point decrease in gross margin was primarily driven by higher
costs associated with Omnipod 5 production, higher production costs in the U.S.
as manufacturing continues to ramp and become a larger portion of our total
production, and lower production of Drug Delivery pods. To a lesser extent,
increased costs associated with warranty, inventory reserves, inflation also
contributed to the decline in margin. These decreases were partially offset by
higher average selling price due to growth in the pharmacy channel and an
approximate 220 basis point adjustment to our estimated warranty accrual for the
voluntary MDCs issued in 2022.

For full year 2023, we expect gross margin to be in the range of 65% to 66%. We
anticipate gross margin to increase due to significant costs associated with the
MDCs in 2022, most of which we do not expect to recur in 2023, higher volume in
the pharmacy channel and favorable geographical sales mix. We believe these
increases will be partially offset by higher production costs as we further
scale U.S. manufacturing, unfavorable product line mix due to higher costs
associated with Omnipod 5 production, and higher costs as we contend with
inflation.

Research and Development Expenses



Research and development expenses for the three months ended March 31, 2023
increased $7 million, or 16.2%, to $50.1 million, compared with $43.1 million
for the three months ended March 31, 2022. The increase was primarily due to
year-over-year headcount additions to support our continued investment in
development of Omnipod products. We expect research and development spending in
2023 to increase compared with 2022 as we continue to invest in advancing our
innovation and clinical pipeline and contend with inflation.

Selling, General and Administrative Expenses



Selling, general and administrative expenses for the three months ended March
31, 2023 increased $34.0 million, or 26.4%, to $162.7 million, compared with
$128.7 million for the three months ended March 31, 2022. The increase was
primarily attributable to higher third-party customer service costs to support
Omnipod 5 adoption, year-over-year headcount additions, mainly in information
technology and commercial operations, and an increase in software license fees
driven by investments in new systems due to our growing business and increased
headcount. To a lesser extent, the increase was due to higher consulting costs
and higher direct-to-consumer advertising spend.

We expect selling, general and administrative expenses to increase in 2023
compared with 2022 primarily due to investments in our operating structure,
primarily headcount additions, to facilitate operational efficiencies and
continued growth, including customer support and a new enterprise resource
planning system. Additionally, we plan to make additional investments to support
the Omnipod System, including market acceptance and access, and the phased
launch of Omnipod 5 in our international markets. We expect these increases to
be partially offset by $25.2 million of legal charges incurred in 2022, related
to the settlement of patent infringement lawsuit, associated legal fees, and the
settlement of a contract dispute, that are not expected to recur.

Non-Operating Items

Interest Expense, Net



Net interest expense decreased $6.0 million to $2.9 million for the three months
ended March 31, 2023, compared with $8.9 million for the three months ended
March 31, 2022. This decrease was primarily driven by an increase in interest
income resulting from higher interest rates.

Income Tax Expense
Income tax expense was $0.8 million for the three months ended March 31, 2023,
compared with $1.5 million for the three months ended March 31, 2022, resulting
in relatively consistent effective tax rates of 3.4% and 5.1%, respectively.

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Adjusted EBITDA

The table below presents reconciliations of Adjusted EBITDA, a non-GAAP financial measure, to net income, 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)                                  2023                     2022
Net income                       $          23.8                      $ 27.8
Interest expense, net                        2.9                         8.9
Income tax expense                           0.8                         1.5
Depreciation and amortization               17.2                        15.3
Stock-based compensation                    12.1                         9.5
Voluntary MDCs (1)                          (8.0)                          -
Adjusted EBITDA                  $          48.8                      $ 63.0


(1) Represents income resulting from an adjustment to estimated costs associated with
the voluntary MDC notices issued in the fourth quarter of 2022, which is included in
cost of revenue. Refer to Note 8 to the consolidated financial statements for additional
information.


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 plus net interest expense, income tax
expense, depreciation and amortization, stock-based compensation and other
significant transactions or events, such as legal settlements, medical device
corrections, and loss on extinguishment of debt, that affect the
period-to-period comparability of our performances, as applicable. We present
Adjusted EBITDA because management uses it as a supplemental measure in
assessing our performance, and we believe that it is helpful to investors, and
other interested parties as a measure of our comparative 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

We believe that our current liquidity as further described below will be sufficient to meet our projected operating, investing and debt service requirements for at least the next twelve months.

Capitalization

The following table contains several key measures to gauge our financial condition and liquidity:



(in millions)                        March 31, 2023       December 31, 2022
Cash and cash equivalents           $        620.7       $          674.7
Current portion of long-term debt   $         27.8       $           27.5
Long-term debt, net                 $      1,368.8       $        1,374.3
Total debt, net                     $      1,396.6       $        1,401.8
Total stockholders' equity          $        502.8       $          476.4
Debt-to-total capital ratio                     74  %                  75  %
Net debt-to-total capital ratio                 41  %                  39  %


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Convertible 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, 2023, the following notes were outstanding:


                                                               Principal                                                                     Conversion Price
                                                              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 9 to the consolidated financial statements.

Credit Agreement



We have a $100.0 million three-year senior secured revolving credit facility
(the "Credit Facility"), which expires in 2024. At March 31, 2023, 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.

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