Dexcom

2024 annual report
The Dexcom G7 Continuous Glucose Monitoring (CGM) System. Smart devices sold separately.

TO OUR STAKEHOLDERS
2024 was a year of strategic investment for Dexcom, providing us greater scale and
broadening our commercial reach. We believe these investments have better positioned
us to advance our mission – empowering people to take control of health. This past year,
we significantly expanded our U.S. sales force, initiated two major product launches with
Dexcom ONE+ and Stelo, and submitted our 15-day G7 system to the FDA for review. We
also continued to advance our work to build greater CGM access and awareness globally.
As we enter 2025, we look forward to building on this progress and expanding our impact,
both within diabetes management and across the broader metabolic health landscape.
Our investments in 2024 helped drive several successes for Dexcom over the past year,
including:
• Our customer base grew by approximately 25% and we closed the year with
approximately 2.8 – 2.9 million users globally.
• We added over 50,000 new physicians to our prescriber base in 2024, which helped us
broaden our presence within primary care and make early inroads with emerging CGM
care points like maternal fetal medicine and cardiology.
• We launched Stelo as the first over-the-counter glucose biosensor in the U.S. and
experienced strong initial demand across the type 2 diabetes, prediabetes, and health
and wellness populations.
• We secured reimbursement for Dexcom ONE+ in France for people with type 2 diabetes
on basal insulin, which significantly expanded access to Dexcom CGM in the French
market.
• We advanced our pump connectivity with the integration of Dexcom G7 with Insulet’s
Omnipod 5 Automated Insulin Delivery System and Tandem Diabetes Care’s Mobi insulin
pump with Control-IQ technology.
These accomplishments reflect the hard work and ambition of our teams, and we look
forward to building on this momentum as we work to deliver quality care to more customers
globally.
This annual Shareholder Letter contains forward-looking statements. These references are preliminary, may be subject to future adjustment and should
be read in conjunction with the “Risk Factors” enclosed in this Annual Report in the Form 10-K filed with the Securities and Exchange Commission.
2024 Annual Report

EXPANDING OUR GLOBAL IMPACT
We are committed to improving access to the latest Dexcom CGM technology for the hundreds of millions of people
with diabetes around the world. Advancing this cause and navigating multi-faceted global health systems requires
strategic thinking. Over the past several years, we have significantly increased global access to Dexcom CGM
through ongoing advocacy work, a growing base of clinical and economic outcomes, and by leveraging our tailored
CGM portfolio. As a result, Dexcom has expanded reimbursed access across our international footprint for more than
4 million people over the last 3 years.
Advancing customer access to our technology remains a core priority for Dexcom, and we are seeing interest and
coverage steadily build for people with type 2 diabetes in international markets. We finalized type 2 basal coverage
for our Dexcom ONE+ system in France in the fourth quarter, which expanded our reimbursed access in this market by
over 100,000 lives. This coverage decision was particularly noteworthy as France became only the second
international market to cover Dexcom CGM for all people using insulin. We see significant opportunity to drive similar
access wins across our footprint and believe we are incredibly well-positioned to lead the growth of the CGM
category as coverage continues to grow.
Over the past year, we also refined our international CGM portfolio by introducing Dexcom ONE+ to 19 different
countries. Dexcom ONE+ brings the G7 form factor to our Dexcom ONE platform, providing our latest CGM hardware
technology to this important customer base. This includes a smaller on-body wearable, shorter warm-up time, and
improved sensor accuracy. These updates have successfully broadened the appeal of our easy-to-use Dexcom ONE
system.
We look forward to providing additional updates on our progress in 2025, as we advocate for the millions of people
who stand to benefit from our technology.
2024 Annual Report

$4,500
$4,000
$3,500
$3,000
$2,500
$2,000
$1,500
$1,000
$500
$0
Dexcom 10-year growth through 2024
$4,033
$259
CAGR: 32%
$402
$573
$719
$1,032
$1,476
$1,927
$2,448
$2,910
REVENUE ($MM)
2024 FINANCIAL PERFORMANCE
Dexcom’s financial performance in 2024 reflects the continued strong growth of the CGM category and the impact of
our recent commercial investments. The company’s $4.033 billion of revenue in 2024 reflects more than $400 million of
growth over 2023, or up 11% in total. As we work to impact the health of millions of more people around the world, we
recognize the importance of driving greater scale and efficiency across our business. This focus was exhibited in 2024
as we expanded production capacity at our manufacturing site in Malaysia and generated approximately 100 basis
points of operating expense leverage. Entering 2025, Dexcom remains in a great financial position to execute on our
business imperatives, including the continued expansion of Dexcom G7, Dexcom ONE+, and Stelo, and the
anticipated launch of our 15-day G7 system.
2024 FINANCIAL HIGHLIGHTS
$3,622
11%
Total revenue growth versus
the prior year to $4.033 billion
$750M
Share repurchase
Maintained balance sheet flexibility, ending 2024 with
Approximately
10%
U.S. revenue
growth
17%
International
revenue growth
100
Basis points of operating expense
leverage while investing in organic growth
$2.58B
in cash, cash equivalents,
and marketable securities
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2024 Annual Report

BROADENING OUR IMPACT WITH STELO
Following our recent sales force expansion, Dexcom is better positioned than any time in our company’s history to serve
the roughly 11 million people in the U.S. using insulin or at risk of hypoglycemia, most of whom are now covered for
Dexcom G7. Beyond this commitment, we are striving to incorporate Dexcom CGM earlier in care plans to slow or even
reverse the progression of diabetes. As part of that effort, we launched Stelo in 2024 as the first over-the-counter
glucose biosensor in the U.S.
There are roughly 25 million people in the United States with type 2 diabetes not using insulin, representing a distinctive
population with differing needs relative to those using insulin. Therefore, we designed a differentiated software
experience for Stelo that is tailored to the unique needs of these customers. We have also quickly enhanced the Stelo
experience with frequent software updates and strategic partnerships. As one example, we launched a Generative AI
feature late in the year, which we expect to become a key source of personalized content for our users.
In the initial months following launch, more than
140,000 people tried Stelo, with demand coming from
the type 2 diabetes, prediabetes, and health and
wellness populations. With demand quickly growing,
we also took steps to expand Stelo’s accessibility
through new distribution channels. In 2024, this
included direct sales to physician offices and
providing Stelo as a cross-selling opportunity to
several of our key DME partners. In 2025, we plan to
further expand Stelo’s distribution footprint as we
work to connect with an even broader population of
customers.
2025 AND BEYOND
Our work in 2024 provides us an excellent foundation to build on in 2025. Our teams are working with great purpose on
behalf of our customers and the many people who stand to benefit from Dexcom CGM technology. Between the
ongoing momentum of our existing product portfolio and our continued efforts to expand access to Dexcom CGM
globally, our company’s growth opportunity has never been greater.
Our focus includes advancing the customer experience through innovations such as increased sensor wear time and
differentiated software. We are also working to add to our base of health and economic outcomes data to further
showcase Dexcom CGM’s value across diabetes and metabolic health management.
We value the common embrace of our mission by our shareholders, without whom our ability to grow and bring our
CGM system to more 2.8 million customers globally would not be possible. On behalf of our employees and customers,
I want to personally thank you for the trust that you have placed in our team to accomplish our goals. We look forward
to providing you updates as we progress throughout 2025 and beyond.
Kevin Sayer
Chairman, President and Chief Executive Officer
2024 Annual Report

Forward-Looking Statements
This summary report and Dexcom’s
Annual Report on Form 10-K
(Annual Report) include statements
relating to Dexcom’s business plans,
objectives, and expected operating
results that are “forward-looking
statements” within the meaning of
the Private Securities Litigation
Reform Act of 1995. Forward-looking
statements are based on current
expectations and assumptions that
are subject to risks and
uncertainties that may cause actual
results to differ materially. See
Dexcom’s filings with the Securities
and Exchange Commission,
including its most recent Annual
Report or quarterly report on Form
10-Q, for a discussion of important
risk factors that could cause actual
events or results to differ materially.
Officers
Kevin Sayer
Chairman, President and Chief Executive Officer
Donald Abbey
Executive Vice President, Global Business Services, IT, Quality
and Regulatory Affairs
Michael Brown
Executive Vice President, Chief Legal Officer
Matthew Dolan
Executive Vice President, Strategy, Corporate Development
and Dexcom Labs
Jake Leach
Executive Vice President, Chief Operating Officer
Leverne Marsh
Executive Vice President, Marketing
Girish Naganathan
Executive Vice President, Chief Technology Officer
Barry Regan
Executive Vice President, Global Operations
Sadie Stern
Executive Vice President, Chief Human Resources Officer
Stacey Stewart
Senior Vice President, Chief Information Officer
Jereme Sylvain
Executive Vice President, Chief Financial Officer
2024 Annual Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 000-51222
DEXCOM, INC.
(Exact name of registrant as specified in its charter)
Delaware
33-0857544
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
6340 Sequence Drive, San Diego, CA
92121
(Address of principal executive offices)
(Zip Code)
(858) 200-0200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share
DXCM
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒
No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer ☐
Non-accelerated filer
☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐
No ☒
As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of
the registrant’s common stock held by non-affiliates of the registrant was approximately $45.3 billion based on the closing sales price of $113.38
per share as reported on the Nasdaq Global Select Market on that date. Shares held by persons who may be deemed affiliates have been
excluded. This determination of affiliate status with respect to the foregoing calculation is not a determination for other purposes.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class
Outstanding at February 6, 2025
Common stock, $0.001 par value per share
390,772,018
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders (the “Proxy Statement”) are
incorporated by reference in Part III, Items 10 through 14 of this Annual Report on Form 10-K, as specified in the responses to those item
numbers, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year
covered by this Form 10-K.

DexCom, Inc.
Table of Contents
Page
PART I
ITEM 1.
Business
6
ITEM 1A.
Risk Factors
27
ITEM 1B.
Unresolved Staff Comments
69
ITEM 1C.
Cybersecurity
69
ITEM 2.
Properties
71
ITEM 3.
Legal Proceedings
71
ITEM 4.
Mine Safety Disclosures
73
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
74
ITEM 6.
[Reserved]
75
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
76
ITEM 7A.
Quantitative and Qualitative Disclosures about Market Risk
87
ITEM 8.
Financial Statements and Supplementary Data
88
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
88
ITEM 9A.
Controls and Procedures
89
ITEM 9B.
Other Information
91
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
91
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
92
ITEM 11.
Executive Compensation
92
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
92
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
92
ITEM 14.
Principal Accountant Fees and Services
93
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
94
ITEM 16.
Form 10-K Summary
96
Signatures
97

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical financial information contained herein, the matters discussed in this Annual Report on Form 10-
K may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, and subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Such
statements include declarations regarding our operations, financial condition and prospects, and business
strategies, and are based on management’s intent, beliefs, expectations, and assumptions as of the date of this
report. Investors are cautioned that any such forward-looking statements are not guarantees of future performance
and involve a number of risks, uncertainties and other factors, some of which are beyond our control. Actual results
could differ materially from those indicated or implied by such forward-looking statements. Important factors that
could cause actual results to differ materially from those indicated by such forward-looking statements include, but
are not limited to: (i) that the information is of a preliminary nature and may be subject to further adjustment;
(ii) those risks and uncertainties identified under “Risk Factors”; and (iii) the other risks detailed from time-to-time in
our other reports and registration statements filed with the Securities and Exchange Commission, or the SEC.
Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. Information that is based on estimates, forecasts,
projections, market research or similar methodologies is inherently subject to uncertainties and actual events or
circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise
expressly stated, we obtained this industry, business, market, and other data from reports, research surveys,
studies, and similar data prepared by market research firms and other third parties, industry, medical and general
publications, government data, and similar sources.
Available Information
The mailing address of our headquarters is 6340 Sequence Drive, San Diego, California, 92121, and our telephone
number at that location is (858) 200-0200. Our website address is located at dexcom.com and our investor relations
website is located at investors.dexcom.com. We file electronically with the SEC our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act. We make available on our website, free of charge, copies of
these reports and other information as soon as reasonably practicable after we electronically file such material with,
or furnish it to, the SEC. The reports are also available at www.sec.gov.
We announce material information to the public about us, our products, and other matters through a variety of
means, including filings with the SEC, press releases, public conference calls, presentations, webcasts, and our
investor relations website in order to achieve broad, non-exclusionary distribution of information to the public and to
comply with our disclosure obligations under Regulation FD. We also routinely post important information for
investors on our website noted above, and we may use this website as a means of disclosing material, non-public
information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should
monitor the Investor Relations portion of our website noted above. Also available on our website are printable
versions of our Audit Committee charter, Compensation Committee charter, Nominating and Governance
Committee charter, Technology Committee charter, Corporate Governance Principles for the Board of Directors, and
Code of Conduct and Business Ethics. Stockholders may request copies of these documents by mail or telephone,
at the address or phone number provided above. Except as expressly set forth in this Annual Report on Form 10-K,
the contents of our website and/or our investor relations website are not incorporated by reference into, or otherwise
to be regarded as part of, this Annual Report on Form 10-K or in any other report or document we file with the SEC,
and any references to our website and/or our investor relations website are intended to be inactive textual
references only.
The information disclosed by the foregoing channels could be deemed to be material information. As such, we
encourage investors, the media, and others to follow the channels listed above and review the information disclosed
through such channels.
“Dexcom”, “Dexcom Clarity”, and “Dexcom One”, and other trademarks of ours appearing in this report are our
property. Other service marks, trademarks and trade names referred to in this Annual Report on Form 10-K are the
property of their respective owners.
3

Summary of Risk Factors
y
The below summary of risk factors provides an overview of many of the risks we are exposed to in the normal
course of our business activities. As a result, the below summary risks do not contain all of the information that may
be important to you, and you should read the summary risks together with the more detailed discussion of risks set
forth following this section under the heading “Risk Factors,” as well as elsewhere in this Annual Report on Form 10-
K. Additional risks, beyond those summarized below or discussed elsewhere in this Annual Report on Form 10-K,
may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the
markets in which we operate or may in the future operate. Consistent with the foregoing, we are exposed to a
variety of risks, including risks associated with the following:
•
If we experience decreasing prices for our products and we are unable to reduce our expenses, including
the per unit cost of producing our products, there may be a material adverse effect on our business,
results of operations, financial condition and cash flows.
•
Although many third-party payors have adopted some form of coverage policy for continuous glucose
monitoring devices, our products do not always have such coverage, including simple broad-based
contractual coverage with third-party payors, and we frequently experience administrative challenges in
obtaining coverage or reimbursement for our products. If we are unable to obtain adequately broad
coverage or reimbursement for our products or any future products from third-party payors, our revenue
may be negatively impacted.
•
The research and development efforts we undertake independently, and in some instances in connection
with our collaborations with third parties, may not result in the development of commercially viable
products, the generation of significant future revenues or adequate profitability.
•
Our products may not achieve or maintain market acceptance.
•
If our manufacturing capabilities are insufficient to produce an adequate supply of product at appropriate
quality levels, our growth could be limited and our business could be harmed.
•
Manufacturing difficulties and/or any disruption at our facilities may adversely affect our manufacturing
operations and related product sales, and increase our expenses.
•
We depend upon third-party suppliers and outsource to other parties, making us vulnerable to supply
disruptions, suboptimal quality, non-compliance and/or price fluctuations, which could harm our business.
•
If we are unable to establish and maintain adequate sales, marketing and distribution capabilities and/or
enter into and maintain arrangements with third parties to sell, market and distribute our products, we
may have difficulty achieving market awareness and selling our products in the future.
•
We operate in a highly competitive market and face competition from large, well-established companies
with significant resources, and, as a result, we may not be able to compete effectively.
•
We are subject to risks associated with public health issues, including pandemics, which could have a
material adverse effect on our business, financial condition and results of operations.
•
We are subject to a variety of risks due to our international operations that could adversely affect our
business, our operations or profitability and operating results.
•
We are subject to complex and evolving U.S. and foreign laws and regulations and other requirements
regarding privacy, data protection, security, and other matters. Many of these laws and regulations are
subject to change and uncertain interpretation, and could result in claims, changes to our business
practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or
otherwise harm our business.
•
Cybersecurity risks and cyber incidents could result in the compromise of confidential data or critical data
systems and give rise to potential harm to customers, remediation and other expenses, expose us to
liability under HIPAA, consumer protection laws, or other common law theories, subject us to litigation
and federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our
business and operations.
•
We conduct business in a heavily regulated industry and if we fail to comply with applicable laws and
government regulations, we could become subject to penalties, be excluded from participation in
government programs, and/or be required to make significant changes to our operations.
•
Managed care trends and consolidation in the health care industry could have an adverse effect on our
revenues and results of operations.
4

•
If we are unable to successfully complete the pre-clinical studies or clinical trials necessary to support
additional PMA, de novo, or 510(k) applications or supplements, we may be unable to commercialize our
CGM systems under development, which could impair our business, financial condition and operating
results.
•
Health care policy changes, including U.S. health care reform legislation, may have a material adverse
effect on our business.
•
We are subject to claims of infringement or misappropriation of the intellectual property rights of others,
which could prohibit us from shipping affected products, require us to obtain licenses from third parties or
to develop non-infringing alternatives, and subject us to substantial monetary damages and injunctive
relief. We may also be subject to other claims or suits.
•
Our inability to adequately protect our intellectual property could allow our competitors and others to
produce products based on our technology, which could substantially impair our ability to compete.
•
We face the risk of product liability claims and may be subject to damages, fines, penalties and
injunctions, among other things.
•
We could become the subject of governmental investigations, claims and litigation.
•
We have incurred significant losses in the past and may incur losses in the future.
•
Our stock price is highly volatile and investing in our stock involves a high degree of risk, which could
result in substantial losses for investors.
•
We have indebtedness in the form of convertible senior notes, which could adversely affect our financial
health and our ability to respond to changes in our business.
•
Sustainability (including environmental, social and governance) regulations, policies and provisions could
expose us to numerous risks.
5

PART I
ITEM 1 - BUSINESS
Overview
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 and metabolic health by patients,
caregivers, and clinicians around the world.
We received approval from the Food and Drug Administration, or FDA, and commercialized our first product in
2006. We launched our latest generation systems, the Dexcom G6 integrated Continuous Glucose Monitoring
System, or G6, in 2018, and we launched the Dexcom G7, or G7, in 2023. In August 2024, we launched Stelo, our
new biosensor designed for adults with prediabetes and Type 2 diabetes who do not use insulin, as the first over-
the-counter glucose biosensor in the U.S.
Unless the context requires otherwise, the terms “we,” “us,” “our,” the “company,” or “Dexcom” refer to DexCom, Inc.
and its subsidiaries.
Products
Dexcom G7
In March 2022, we obtained Conformité Européenne Marking, or CE Mark, approval for G7. In December 2022, we
obtained marketing authorization from the FDA for the G7 via the 510(k) review process. Like the G6, the G7 is an
integrated continuous glucose monitoring system, or iCGM, and is classified as a Class II device by the FDA, and is
subject to special controls. The glucose value algorithm, ability to communicate with approved display and mobile
devices, and compatibility with Dexcom Clarity, our cloud-based reporting software, are all substantially equivalent
in technical performance and capability to the G6. In the United States, the G7 is covered by Medicare and
Medicaid in the majority of states and by commercial insurers, subject to satisfaction of certain eligibility and
coverage criteria for individuals with both Type 1 and Type 2 diabetes.
Dexcom G7 is cleared in the United States for all people with diabetes ages two years and older, giving more
people than ever access to a powerfully simple diabetes management solution. With an overall Mean Absolute
Relative Difference, or MARD, of 8.2%, as well as 94.1% of values within 20% of their comparator, Dexcom G7 is
the most accurate CGM cleared by the FDA and is clinically proven to lower A1C (a blood test that provides
information about average levels of blood glucose, over the prior three months), reduce hyper- and hypoglycemia,
and increase time in range.
The G7 carries forward important features of prior generation Dexcom CGM systems:
•
Finger stick elimination. No finger sticks are needed for calibration or diabetes treatment decisions,
consistent with the instructions for use, unless symptoms do not match readings.
•
Continuous glucose readings. Automatically sends glucose readings to a Dexcom receiver or
compatible display device every five minutes.
•
Mobile app and sharing. Compatibility with mobile device applications allows for sharing glucose
information with up to 10 other people for added support and care coordination.
•
Designed to integrate with the world’s largest connected CGM ecosystem (including insulin pumps
and smart insulin pens, Apple Watch, Garmin and other digital health apps).
•
Customizable alarms and alerts. Personalized alert schedule immediately warns the user of pending
dangerous high and low blood sugar levels.
•
Easy sensor application. Complete redesign of the sensor applicator allows for one-touch, simple self-
insertion.
•
Medication blocking. New feature allows for more accurate glucose readings without interference from
common medications taken at typical indication doses, such as acetaminophen.
•
Predictive low alert. Alert feature intended to predict hypoglycemia before it hits to help avoid
dangerous low blood sugar events.
•
Extended 10-day disposable sensor.
6

The G7 also has a number of new or improved features compared to our prior generation devices:
•
An even more discreet and low profile. A redesigned transmitter makes for an all-in-one wearable,
combining our sensor and transmitter that is 60% smaller than the G6, making it even more comfortable
and easier to wear under clothing.
•
Faster warm up. 30-minute sensor warm up, fastest of any CGM on the market.
•
Expanded time to replace sensors. 12-hour grace period to replace finished sensors for a more
seamless transition between sessions.
•
New mobile app. Redesigned and simplified mobile app with Dexcom Clarity integration.
•
Improved alert settings for enhanced discretion at the user’s option.
•
Redesigned receiver. The optional receiver is smaller, with a more vibrant, easier to read display.
•
New indications for use. Indicated in the United States for wear on the back of the upper arm for ages 2
years and older or the upper buttocks for ages 2-6 years old.
•
Less waste. Smaller plastic components and packaging, resulting in less waste than the G6.
Other than the foregoing, the G7 is generally consistent with our prior generation CGM systems in its technical
capabilities and its indications. Since the G7 is classified by the FDA as a Class II device, it is subject to special
controls and modifications of, or revisions to, the device may be made under the 510(k) process.
Dexcom G6
In March 2018, we obtained marketing authorization from the FDA for the G6 via the de novo process. The G6 was
the first type of CGM system permitted by the FDA to be used as part of an integrated system with other compatible
medical devices and electronic interfaces, which may include automated insulin delivery systems, insulin pumps,
blood glucose meters or other electronic devices used for diabetes management. G6 and substantially equivalent
devices of this generic type that may later receive marketing authorization are referred to as integrated continuous
glucose monitoring systems, or iCGMs, and have been classified as Class II devices by the FDA. Along with this
classification, the FDA established criteria, called special controls, which outline requirements for assuring CGM
accuracy, reliability and clinical relevance, and which also describe the type of studies and data required to
demonstrate acceptable CGM performance. The G6 is designed to automatically transfer data from the transmitter
to the Dexcom receiver device as well as allow our transmitter to run an algorithm to generate a glucose value and
to communicate directly to a patient’s compatible mobile device, including iPhone®, iPod touch®, iPad®, and certain
Android® mobile devices. A patient’s glucose data can also be displayed on wearable devices, like the Apple Watch®
and Wear OS by Google devices. The G6 transmitter has a labeled useful life of three months. Data from the G6
can be integrated with Dexcom Clarity, our cloud-based reporting software, for personalized, easy-to-understand
analysis of trends that may improve diabetes management. In the United States, the G6 is covered by Medicare and
Medicaid in the majority of states and by commercial insurers, subject to satisfaction of certain eligibility and
coverage criteria for individuals with both Type 1 and Type 2 diabetes.
In June 2018, we received CE Mark approval for the G6, which allows us to market the system in the European
Union and the countries in Asia and Latin America that recognize the CE Mark, as well as New Zealand, though
certain countries may require compliance with certain local administrative requirements and/or additional marketing
authorizations (for example, the inclusion of medical devices on the Australian Register of Therapeutic Goods in
Australia).
In October 2019, we also received marketing authorization from the FDA for the Dexcom G6 Pro, or G6 Pro, which
allows healthcare professionals to purchase the G6 for use by their patients. The G6 Pro has many of same
features as the G6 and is intended for healthcare professionals to use with their patients ages two years and up.
The G6 Pro may be used in a blinded or unblinded mode for up to 10 days.
For the G6, the sensor is inserted by the user and is intended to be used continuously for up to 10 days, after which
it may be replaced with a new disposable sensor. Our transmitter is reusable until it reaches the end of its use life,
labeled as three months. Our receiver is also reusable. As we continue to establish an installed base of customers
using our products, we expect to generate an increasing portion of our revenues through recurring sales of our
disposable sensors.
The G6 carries forward important features of prior generation Dexcom CGM systems:
•
Continuous glucose readings. Automatically sends glucose readings to a Dexcom receiver or
compatible display device every five minutes.
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•
Mobile app and sharing. Compatibility with mobile device applications allows for sharing glucose
information with up to 10 other people for added support and care coordination.
•
Integration with the world’s largest connected CGM ecosystem (including Apple Watch, Garmin and
other digital health apps).
•
Customizable alarms and alerts. Personalized alert schedule immediately warns the user of pending
dangerous high and low blood sugar levels.
The G6 also has a number of new or improved features compared to our prior generation devices:
•
Finger stick elimination. No finger sticks are needed for calibration or diabetes treatment decisions,
consistent with the instructions for use, unless symptoms do not match readings.
•
Easy sensor application. Complete redesign of the sensor applicator allows for one-touch, simple self-
insertion.
•
Discreet and low profile. A redesigned transmitter with a 28% lower profile than the previous generation
Dexcom CGM system makes the device comfortable and easy to wear under clothing.
•
Medication blocking. Allows for more accurate glucose readings without interference from common
medications taken at typical indication doses, such as acetaminophen.
•
Predictive low alert. Alert feature intended to predict hypoglycemia before it hits to help avoid
dangerous low blood sugar events.
•
Extended 10-day disposable sensor. Up to 10-day sensor use allows for 43% longer wear than
previous generation Dexcom CGM systems.
Other than the foregoing, the features of the G6 are generally consistent with our prior generation CGM systems in
its technical capabilities and its indications. Since the G6 is classified by the FDA as a Class II device, it is subject to
special controls and modifications of, or revisions to, the device may be made under the 510(k) process.
Dexcom ONE
In July 2021, we obtained CE Mark approval for our Dexcom ONE CGM system, or Dexcom ONE, which we have
launched in several countries in Europe. Dexcom ONE consists of three main components: a sensor, a transmitter,
and a display device consisting of either the Dexcom ONE app for users with a compatible mobile device, or a
Dexcom ONE receiver. Dexcom ONE carries many of the same features as the G6, and is indicated for persons,
including pregnant women, ages 2 years and older. Like our other CGM systems, Dexcom ONE is designed to
replace finger stick blood glucose testing for diabetes treatment decisions.
In November 2023, we obtained CE Mark approval for Dexcom ONE+. This updated version of our Dexcom ONE
system builds upon the software experience of Dexcom ONE with certain additional features, while allowing
customers to adopt the all-in-one wearable technology of our G7 CGM system.
Stelo
In August 2024, we launched Stelo, our new biosensor designed for adults with prediabetes and Type 2 diabetes
who do not use insulin, as the first over-the-counter glucose biosensor in the U.S.
Dexcom Share
The Dexcom Share remote monitoring system, offered for use with any current Dexcom system, uses an app on the
patient’s compatible iPhone, iPod touch, iPad or Android mobile device to securely and wirelessly transmit glucose
information to the cloud and then to apps on the mobile devices of up to ten designated recipients, or “followers,”
who can remotely monitor a patient’s glucose information and receive alert notifications anywhere they have a
wireless connection. A patient’s glucose data can also be displayed on a patient’s or follower’s wearable device,
such as the Apple Watch and Wear OS by Google devices, when used in conjunction with the patient’s or follower’s
compatible iPhone or Android mobile device.
Data and Insulin Delivery Collaborations
We have entered into multiple collaboration agreements that leverage our technology platform to integrate our CGM
products with insulin delivery systems. The general purpose of these development and commercial relationships is
to integrate our technology into the insulin pump or pen product offerings of the respective partner, enabling the
partner’s insulin delivery device to receive and display glucose readings from our transmitter and, in some cases,
use the glucose readings for semi-automated insulin delivery. We have existing insulin delivery partnerships, and we
are also working with other companies that are pursuing varying strategies surrounding semi-automated insulin
delivery and data analytics to improve outcomes and ease-of-use in diabetes management.
8

We have also entered into collaborations with several organizations that are currently using, or are developing,
programs for the treatment of Type 2 diabetes that utilize our current CGM systems. These collaborations align with
the strategy to seek broader access to our CGM systems for people with Type 2 diabetes, including those who are
not treated with intensive insulin therapy.
Verily Collaboration
Our Restated Collaboration Agreement with Verily Life Science LLC (an Alphabet Company) and Verily Ireland
Limited (collectively, Verily) provides us with an exclusive license to use intellectual property of Verily resulting from
the collaboration, and certain Verily patents, in the development, manufacture and commercialization of blood-
based or interstitial glucose monitoring products more generally (subject to certain exclusions, which are outside of
the CGM field as it is commonly understood). It also provides us with non-exclusive license rights under Verily’s
other intellectual property rights to develop, manufacture, and commercialize those kinds of glucose monitoring
products and certain CGM product companion software functionalities. In connection with the Restated
Collaboration Agreement, we developed, launched and commercialized a CGM product in connection with the
collaboration.
In consideration of Verily’s performance of its obligations under the joint development plan of the Restated
Collaboration Agreement, the licenses granted to us and the amendment of the original agreement, we made
upfront, incentive, and the product regulatory approval payments, and payments for contingent sales-based
milestones upon the achievement of certain revenue targets. See Note 2 “Development and Other Agreements” to
the consolidated financial statements in Part II, Item 8 of this Annual Report and Exhibit 10.13 of this Annual Report
on Form 10-K for a further description of the Restated Collaboration Agreement, including the number of shares of
stock for milestone payments.
Market Opportunity
Diabetes
Diabetes is a chronic, life-threatening disease for which there is no known cure and which has other significant
adverse consequences for human health throughout the world. The disease is caused by the body’s inability to
produce or effectively utilize the hormone insulin. This inability prevents the body from adequately regulating blood
glucose levels. Glucose, the primary source of energy for cells, must be maintained at certain concentrations in the
blood in order to permit optimal cell function and health. Normally, the pancreas provides control of blood glucose
levels by secreting the hormone insulin to decrease blood glucose levels when concentrations are too high. In
people with diabetes, the body does not produce sufficient levels of insulin, or fails to utilize insulin effectively,
causing blood glucose levels to rise above normal. This condition is called hyperglycemia and often results in acute
complications as well as chronic long-term complications such as heart disease, limb amputations, loss of kidney
function and blindness. When blood glucose levels are high, people with diabetes often administer insulin in an
effort to decrease blood glucose levels. Unfortunately, insulin administration can drive blood glucose levels below
the normal range, resulting in hypoglycemia. In cases of severe hypoglycemia, people with diabetes risk acute
complications, such as loss of consciousness or death. Due to the drastic nature of acute complications associated
with hypoglycemia, many people with diabetes are reluctant to reduce blood glucose levels. Consequently, these
individuals often remain in a hyperglycemic state, increasing their odds of developing long-term chronic
complications. Diabetes is typically classified into two major groups: Type 1 and Type 2.
The International Diabetes Federation, or IDF, estimates that in 2021, 537 million adults (aged 20-79) around the
world had diabetes. IDF estimates that by 2045, the worldwide incidence of people suffering from diabetes will
reach 783 million. According to the Centers for Disease Control and Prevention, or CDC, in its National Diabetes
Statistics Report, 2024, or the 2024 CDC Report, crude estimates for the prevalence of diabetes in the United
States as of 2021 include 38.4 million people with diabetes, of which 29.7 million people have diagnosed diabetes.
This growing diabetes prevalence and its associated health outcomes also result in sobering economic burdens for
global health systems. According to the American Diabetes Association, or ADA, one in every four healthcare dollars
was spent on treating people with diabetes in 2022, and the direct medical costs and indirect expenditures
attributable to diabetes in the United States were an estimated $413 billion, an inflation-adjusted increase of
approximately 35% since 2012. Of the $413 billion in overall expenses, the ADA estimated that approximately $307
billion were direct costs associated with diabetes care, chronic complications and excess general medical costs,
and $106 billion were indirect costs. The ADA also found that in 2022, average medical expenditures among people
with diagnosed diabetes were 2.6 times higher than for people without diabetes. According to the IDF, 2021
expenditures attributable to diabetes were estimated to be $966 billion globally, an increase of 27% from their
previous estimate in 2019.
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Type 1 Diabetes
According to the 2024 CDC Report, as of 2021 there were an estimated 2.0 million adults and youth with diagnosed
Type 1 diabetes in the United States. Type 1 diabetes is an autoimmune disorder that usually develops during
childhood and is characterized by an absence of insulin, resulting from destruction of the insulin producing cells of
the pancreas. Individuals with Type 1 diabetes must rely on frequent insulin injections in order to regulate and
maintain blood glucose levels.
Type 2 Diabetes
Type 2 diabetes is a metabolic disorder which results when the body is unable to produce sufficient amounts of
insulin or becomes insulin resistant. Depending on the severity of Type 2 diabetes, individuals may require diet and
nutrition management, exercise, oral medications or insulin injections to regulate blood glucose levels. We estimate
that between 5.0 and 6.0 million people with Type 2 diabetes in the United States must use insulin to manage their
diabetes.
Type 2 diabetes is occurring with increasing frequency in young people, with the increase in prevalence related to
an increase in obesity amongst children. According to the CDC, as of 2017-2020, approximately 19.7% of children
and adolescents aged 2-19 years, or 14.7 million children, in the United States were obese. In the United States,
the percentage of children and adolescents affected by obesity has more than tripled since the 1970s.
Importance of Glucose Monitoring
Blood glucose levels can be affected by many factors, including the carbohydrate and fat content of meals,
exercise, stress, illness or impending illness, hormonal releases, variability in insulin absorption and changes in the
effects of insulin in the body. Given the many factors that affect blood glucose levels, maintaining glucose within a
normal range is difficult, resulting in frequent and unpredictable excursions above or below normal blood glucose
levels. People with diabetes administer insulin or ingest carbohydrates throughout the day in order to maintain blood
glucose levels within normal ranges. People with diabetes frequently overcorrect and fluctuate between
hyperglycemic and hypoglycemic states, often multiple times during the same day. As a result, many people with
diabetes are routinely outside the normal blood glucose range. Failure to maintain blood glucose levels within the
normal range leads to numerous and significant health risks. These risks include eye disease, nerve disease,
kidney disease, cardiovascular disease and potentially hypoglycemic events.
Limitations of Existing Glucose Monitoring Products
Single-point finger stick devices are the most prevalent devices for glucose monitoring. These devices require
taking a blood sample with a finger stick, placing a drop of blood on a test strip and inserting the strip into a glucose
meter that yields a single point in time blood glucose measurement. We believe that these devices suffer from
several limitations, including:
•
Limited Information. Even if people with diabetes test several times each day, each measurement
represents a single blood glucose value at a single point in time. Given the many factors that can affect
blood glucose levels, excursions above and below the normal range often occur between these discrete
measurement points in time. Without the ability to determine whether their blood glucose level is rising,
falling or holding constant, and the rate at which their blood glucose level is changing, the individual’s
ability to effectively manage and maintain blood glucose levels within normal ranges is severely limited.
Further, people with diabetes cannot test themselves during sleep, when the risk of hypoglycemia is
significantly increased.
The illustrative graph below shows the limited information provided by four single-point measurements
during a single day using a traditional single-point finger stick device, compared to the data provided by
our continuous sensor. The continuous data indicates that, even with four finger sticks in one day, the
patient’s blood glucose levels were above the target range of 80-140 milligrams per deciliter (“mg/dl”) for
a period of 13.5 hours.
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Single Day Continuous Data
•
Inconvenience. The process of measuring blood glucose levels with single-point finger stick devices can
cause significant disruption in the daily activities of people with diabetes and their families. People with
diabetes using single-point finger stick devices must stop whatever they are doing several times per day,
self-inflict a painful prick and draw blood to measure blood glucose levels. To do so, people with diabetes
must always carry a fully supplied kit that may include a spring-loaded needle, or lancet, disposable test
strips, cleansing wipes and the meter, and then safely dispose of the used supplies. This process is
inconvenient and may cause uneasiness in social situations.
•
Difficulty of Use. To obtain a sample with single-point finger stick devices, people with diabetes
generally prick one of their fingertips or, occasionally, a forearm with a lancet. They then squeeze the
area to produce the blood sample and another prick may be required if a sufficient volume of blood is not
obtained the first time. The blood sample is then placed on a disposable test strip that is inserted into a
blood glucose meter. This task can be difficult for individuals with decreased tactile sensation and visual
acuity, which are common complications of diabetes.
•
Pain. Although the fingertips are rich in blood flow and provide a good site to obtain a blood sample, they
are also densely populated with highly sensitive nerve endings. This makes the lancing and subsequent
manipulation of the finger to draw blood painful. The pain and discomfort are compounded by the fact
that fingers offer limited surface area, so tests are often performed on areas that are sore from prior tests.
People with diabetes may also suffer pain when the finger prick site is disturbed during regular activities.
The Dexcom Approach
We believe continuous glucose monitoring has the potential to enable more people with diabetes to achieve and
sustain tight glycemic control with minimal disruption to their daily lives.
The landmark 1993 Diabetes Control and Complications Trial, or DCCT, demonstrated that improving blood glucose
control lowers the risk of developing diabetes-related complications by up to 50%. The study also demonstrated that
people with Type 1 diabetes achieved sustained benefits with intensive management.
Various clinical studies and real-world evidence also demonstrate the benefits of continuous glucose monitoring in
the management of Type 1 diabetes and insulin-requiring Type-2 diabetes, when compared to regimens relying on
self-monitoring of blood glucose. Results of several early clinical trials established that CGM usage was associated
with improved glycemic outcomes.
Real-time alerts and multi-device integration further differentiate CGM-based and self-monitoring of blood glucose,
or SMBG, based diabetes regimens. Alerts triggered by existing or impending abnormal glucose values are
associated with less exposure to hypo- and hyperglycemia in large real-world data sets, and multi-device integration
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allows some CGM systems to communicate with automated insulin delivery systems. One such automated insulin
delivery system that uses the G6 was studied in a large clinical trial that associated its use with numerous quality-of-
life and glycemic benefits.
Our current target market consists primarily of people with Type 1 and Type 2 diabetes who utilize insulin therapy as
well as certain non-insulin using people with diabetes that struggle with hypoglycemia. We also believe that our
CGM systems are beginning to have a positive impact on the broader Type 2 population that does not utilize insulin
or have hypoglycemia risk, a group that we estimate to be greater than 25 million people in the United States alone.
We are extending our commercial efforts for this population through several channels, including through strategic
partnerships. In the future, we plan to expand our product offering to people who are pregnant and cleared/
approved indications to address people with pre-diabetes, people who are obese, and people in the hospital setting.
Although the majority of our revenue has been generated in the United States, we have expanded our operations to
include additional markets in North America, Africa, Asia Pacific, Europe, Latin America and the Middle East.
Our current CGM systems offer the following potential advantages to people with diabetes:
•
Potential for Improved Outcomes. Randomized clinical trials and peer reviewed published data have
demonstrated that patients with diabetes who used continuous glucose monitoring devices to help
manage their disease experienced significant improvements in glucose control, including when compared
to patients relying solely on single-point finger stick measurements (i.e., less time in hypoglycemia and
hyperglycemia) and reductions in A1c levels when compared to baseline.
•
Access to Real-Time Values, Trend Information and Alerts. People with diabetes can view their
current glucose value, along with a graphical display of the historical trend information on our receiver or
alternate display device. Without continuous monitoring, the individual is often unaware if his or her
glucose is rising, declining or remaining constant. Access to continuous real-time glucose measurements
provides people with diabetes information that may aid in attaining better glucose control. Additionally,
our current CGM systems alert people with diabetes when their glucose levels approach inappropriately
high or low levels so that they may intervene.
•
Intuitive User Interface. We have developed a user interface that we believe is intuitive and easy to use.
Our current CGM system receivers are compact with an easy-to-read color display, simple navigation
tools, audible alerts and graphical display of trend information. Similar benefits are available via the
interfaces we have made available on compatible mobile devices. These devices can serve as
substitutes for our receivers or alternate display units in certain geographies.
•
Convenience and Comfort. Our current CGM systems provide people with diabetes with the benefits of
continuous monitoring, without having to perform finger stick tests for every measurement. Additionally,
the disposable sensor that is inserted under the skin is a very thin wire, minimizing potential discomfort
associated with inserting or wearing the disposable sensor. The external portion of the sensor, attached
to the transmitter, is small, has a low profile and is designed to be easily worn under clothing. The
wireless receiver is the size of a small smart phone and can be carried discreetly in a pocket or purse.
We believe that convenience is an important factor in achieving widespread adoption of a CGM system.
•
Connectivity to Wearables and Others. Patients can monitor their glucose levels and trends on
compatible wearable devices, such as Apple Watch and Wear OS by Google devices, when used with a
compatible mobile device. Also, our Share remote monitoring systems enable users of our current CGM
systems to have their sensor glucose information remotely monitored by their family, friends or other
designated recipient, or follower, by wirelessly transmitting data from the user’s smart phone to the cloud
and then to the follower’s mobile device. Several followers can remotely monitor a patient’s glucose
information and receive secondary alert notifications from almost anywhere with an Internet connection
via each follower’s mobile device.
Our Strategy
Our objective is to remain a leading provider of glucose biosensors and related products to enable people with
diabetes and those seeking to optimize metabolic health to more effectively and conveniently manage their glucose
levels. We are also developing and commercializing products that integrate our CGM technologies into the insulin
delivery systems or data platforms of our respective partners. In addition, we continue to pursue development
partnerships with other insulin delivery companies, including automated insulin delivery systems, as well as other
players in the disease management sector. We are focusing on the following business strategies as we pursue
these objectives:
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•
Establishing and maintaining our technology platform as the leading approach to CGM and leveraging
our development expertise to rapidly bring products to market, including for expanded indications.
•
Supporting use of our ambulatory products through a direct sales and marketing effort, as well as key
distribution arrangements.
•
Supporting innovation through technology integration partnerships.
•
Seeking broad coverage policies and reimbursement for our products from private third-party payors and
national health systems.
•
Providing cloud-based data repository platform that enables people with diabetes to aggregate and
analyze data from numerous diabetes devices and share the data with their healthcare providers and
other individuals involved in their diabetes management and care.
•
Pursuing expansion of use of our products to other patient care settings and patient demographics,
including use for people with Type 2 diabetes who are not on intensive insulin therapy, population health,
patient monitoring including in the hospital setting, and people who are pregnant.
•
Providing a high level of customer support, service and education.
•
Pursuing the highest safety and quality levels for our products.
Our Technology Platform
We believe we have a broad technology platform that will support the development of multiple products for
continuous glucose monitoring.
Sensor Technology
The key enabling technologies for our sensors include biomaterials, membrane systems, electrochemistry and low
power microelectronics. Our membrane technology consists of multiple polymer layers configured to selectively
allow the appropriate mix of glucose and oxygen to travel through the membrane and react with a glucose specific
enzyme to create an extremely low electrical signal, measured in pico-amperes. This electrical signal is then
translated into glucose values. We believe that the capability to measure very low levels of an electrical signal and
to accurately translate those measurements into glucose values is also a unique and distinguishing feature of our
technology. We have also developed technology to allow sensitive electronics to be packaged in a small, fully
contained, lightweight sealed unit that minimizes inconvenience and discomfort for the user.
Receiver and Transmitter Technology
Our current CGM systems wirelessly transmit information from the transmitter to our receiver or to a compatible
mobile device. We have developed technology for reliable transmission and reception and have consistently
demonstrated a high rate of successful transmissions from transmitter to receiver or compatible mobile device in our
clinical trials. Our receiver or the mobile device, via our apps, then displays both real-time and trended glucose
values, and provides alerts and alarms. We have used our extensive database of continuous glucose data to create
and refine software, algorithms and other technology for the display of data to customers.
Compatible Mobile Devices
With our G6 and G7 systems, the functionalities of our proprietary receiver can be obtained through the use of a
compatible mobile device, such as an iOS or Android device, and our mobile applications, depending on the
patient’s geographic location. A receiver may be required as the primary display device or a backup to the mobile
device in some jurisdictions, including the United States.
Dexcom Real-Time API
In July 2021, we received FDA marketing clearance for an iCGM system incorporating our Real-Time Application
Programming Interfaces (API), which is an added software component that expands connectivity and interoperability
of the Dexcom CGM digital ecosystem, enabling communication of iCGM data to client software intended to receive
data through the cloud. Dexcom Real-Time API enables authorized third-party software developers to integrate real-
time CGM data into their digital health apps and devices for specific and permitted use cases including non-medical
device application, medical device data analysis, iCGM secondary display alarm, active patient monitoring, and
treatment decisions. Real-Time API is not permitted for use in environments not currently cleared for the Dexcom
CGM System (e.g., hospital inpatient care), and is not intended to be used by automated insulin delivery systems.
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Products in Development
We have gained our technology expertise by developing implants designed to withstand the rigors of functioning
within the human body for extended periods of time, and designed to address other considerations such as device
sealing, miniaturization, durability and sensor geometry.
We are leveraging this technology platform with the goal of enhancing the capabilities of our current products
(including obtaining expanded indications for use) and to develop additional CGM products. 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
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.
We continue to pursue and support development partnerships with insulin pump companies and companies or
institutions developing insulin delivery systems, including automated insulin delivery systems. With the introduction
of Stelo, we are also pursuing and supporting development partnerships with consumer technology product
companies that seek to provide metabolic health insights to their customers.
We are also exploring how to extend our offerings to other opportunities, including for 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.
Commercial Operations
We have built a direct sales organization in North America and certain international markets to call on health care
professionals, such as endocrinologists, physicians and diabetes educators, who can educate patients about
continuous glucose monitoring. We believe that focusing efforts on these participants is important given the
instrumental role they each play in the decision-making process for diabetes therapy, and to ensure that health care
professionals and patients are knowledgeable about our products and their functionality. We focus on delivering this
important information to participants to drive adoption of our current CGM systems. In addition, our direct sales
efforts include the use of e-commerce resources in certain international markets where we have not built a sales
force.
To complement our direct sales efforts, we have entered into distribution arrangements in North America and
several international markets that allow distributors to sell our products. We expect to continue investing in our field
sales force and believe our direct, highly specialized and focused sales organization and our domestic and
international distribution agreements are sufficient for us to support our sales efforts for at least the next twelve
months.
We use a variety of marketing tools to drive adoption, ensure continued use and establish brand loyalty for our CGM
systems by:
•
creating awareness of the benefits of continuous glucose monitoring and the advantages of our
technology with endocrinologists, physicians, diabetes educators, people with diabetes and those
seeking to optimize metabolic health;
•
providing strong and simple educational and training programs to healthcare providers and people with
diabetes to ensure easy, safe and effective use of our systems; and
•
maintaining a readily accessible telephone and web-based technical and customer support infrastructure,
which includes clinicians, diabetes educators and reimbursement specialists, to help referring physicians,
diabetes educators, people with diabetes and those seeking to optimize metabolic health as necessary.
Direct-to-consumer (DTC) marketing is one of our key initiatives to increase awareness of our CGM systems and
drive new leads for people with diabetes and those seeking to optimize metabolic health to our website. In
jurisdictions where DTC marketing is permitted, we currently focus on reaching people with Type 1 and people with
Type 2 diabetes who use insulin. We advertise on television, in print, digital and video media, CRM, offer
sponsorships, host or participate in diabetes related events, conduct public relations and maintain a brand
ambassador program.
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.
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Competition
The market for glucose monitoring devices is intensely competitive, subject to rapid change and significantly
affected by new product introductions and other market activities of industry participants. In selling our current CGM
systems, we compete directly with the Diabetes Care division of Abbott Laboratories; Medtronic plc’s Diabetes
Group; Roche Diabetes Care, a division of Roche Diagnostics; privately-held LifeScan, Inc.; and Ascensia Diabetes
Care, each of which manufactures and markets products for the single-point finger stick device market. Collectively
with us, these companies currently account for the majority of the worldwide sales of self-monitored glucose testing
systems.
Several companies are developing or commercializing products for continuous or periodic monitoring of glucose
levels in the interstitial fluid under the skin that compete directly with our products. We have competed with Abbott
and their Libre family of CGM products for many years. Medtronic markets and sells a standalone glucose
monitoring product called Guardian Connect, both internationally and in the United States, and a disposable CGM
system called Simplera in international markets.
Medtronic and other third parties have developed or are developing, insulin pumps integrated with continuous
glucose monitoring systems that provide, among other things, the ability to suspend insulin administration while the
user’s glucose levels are low and to automate basal or bolus insulin dosing. Likewise, Abbott Diabetes Care has
received FDA clearance to integrate certain versions of their Libre sensors into automated insulin delivery systems
and is pursuing such integrations with third-party insulin delivery devices.
We are also aware of companies outside the traditional medical device sector that are attempting to develop
competitive products and services, including for the general health and wellness, or population health space. Some
of the companies developing or marketing competing devices are large and well-known publicly traded companies.
We believe that the principal competitive factors in our market include:
•
safe, reliable and high-quality performance of products;
•
cost of products and eligibility for reimbursement;
•
comfort and ease of use of products;
•
effective sales, marketing and distribution networks;
•
brand awareness and strong acceptance by healthcare professionals, people with diabetes and those
seeking to optimize metabolic health;
•
customer service and support and comprehensive education for people with diabetes, diabetes care
providers and those seeking to optimize metabolic health;
•
speed of product innovation and time to market;
•
regulatory expertise; and
•
technological leadership and superiority.
For additional information on competition, please see our Risk Factor entitled “We operate in a highly competitive
market and face competition from large, well-established companies with significant resources, and, as a result, we
may not be able to compete effectively.”
Manufacturing
We currently manufacture our products at our headquarters in San Diego, California and at our manufacturing
facilities in Mesa, Arizona and Penang, Malaysia, where we collectively have approximately 80,600 square feet of
laboratory space and approximately 159,600 square feet of controlled environment rooms. We are currently building
out a new manufacturing facility in Athenry, Ireland. We anticipate that the new facility will add substantial
manufacturing capacity.
There are technical challenges to increasing manufacturing capacity, finding or enhancing new manufacturing
facilities capable of meeting regulatory requirements, government licensure of manufacturing facilities, equipment
design and automation, material procurement, problems with production yields, and quality control and assurance.
While we have focused significant effort on continual improvement programs in our manufacturing operations
intended to improve quality, yields and throughput, we cannot guarantee that we will be able to produce an
adequate supply of product to support our commercialization efforts.
We have recently experienced manufacturing and inventory challenges for G7 that have resulted, and may continue
to result from time to time, in disruptions in our ability to supply certain markets, including in the U.S. and other
15

countries. While we are currently working to remedy such challenges, we cannot predict when such manufacturing
and inventory challenges will be remedied. If we fail to produce a sufficient amount of our products, our ability to
supply our markets will be compromised and health care providers and people with diabetes’ decisions to use our
products may be negatively impacted. This could lead to loss of sales of and revenues from our products, could
potentially decrease our market share, and/or our business, financial condition, results of operations and growth
prospects could be materially adversely affected. See the section of the Risk Factors entitled “Risks Related to
Manufacturing, Commercial Operations and Commercialization.”
Additionally, the production of our continuous glucose monitoring systems must occur in a highly controlled and
clean environment to minimize particles and other yield-limiting and quality-limiting contaminants. Developing and
maintaining commercial-scale manufacturing facilities has and will continue to require the investment of substantial
additional funds and the hiring and retention of additional management, quality assurance, quality control and
technical personnel who have the necessary manufacturing experience.
We manufacture our current CGM systems with certain components supplied by outside vendors and other
components that we manufacture internally. Key components that we manufacture internally include our wire-based
sensors. The remaining components and assemblies are purchased from outside vendors. We then assemble, test,
package and ship the finished systems, which may include a reusable transmitter, a receiver and disposable
sensors.
We purchase certain components and materials used in manufacturing from single sources due to quality
considerations, costs or constraints resulting from regulatory or other requirements. As of December 31, 2024,
those single sources include suppliers of application-specific integrated circuits used in our transmitters, seals used
for the applicator and certain polymers used to synthesize polymeric membranes for our sensors. For additional
information, please see our Risk Factor entitled “We depend upon third-party suppliers and outsource to other
parties, making us vulnerable to supply disruptions, suboptimal quality, non-compliance and/or price fluctuations,
which could harm our business.”
Third-Party Coverage and Reimbursement
As a medical device company, coverage and reimbursement from Medicare, Medicaid or other governmental
healthcare programs or systems and private third-party healthcare payors is an important element of our success.
Medicare covers the CGM system, which includes supplies necessary for the use of the device, under the Durable
Medical Equipment, or DME, benefit category. Previously, Medicare coverage for CGM was only available to
Medicare patients who take at least three doses of insulin a day, limiting CGM reimbursement for Medicare
beneficiaries with intensive Type 1 and 2 diabetes. The Local Coverage Determination, or LCD, that the Centers for
Medicare & Medicaid Services (CMS) released in April 2023 extends Medicare CGM coverage to all patients using
insulin. Further, the LCD also allows coverage for patients not taking insulin if the patient has a history of
problematic hypoglycemia. We also have coverage under certain international markets and Medicaid coverage in
approximately 47 states.
As of December 31, 2024, the eight largest private third-party payors in the United States, in terms of the number of
covered lives, have issued coverage policies for the category of continuous glucose monitoring devices. In addition,
we have negotiated contracted rates with all of those third-party payors for the purchase of our current CGM
systems by their members. We have personnel with reimbursement expertise to assist customers in obtaining
reimbursement from private third-party payors. We also maintain a field-based reimbursement team charged with
calling on third-party private payors to obtain coverage decisions and contracts. We have continued our efforts to
create and liberalize coverage policies with third-party payors, including obtaining reimbursement for our products
under pharmacy benefits and for more people with diabetes.
For additional information on third-party reimbursement, please see our see Risk Factors in the section entitled
“Risks Related to Pricing and Reimbursement.”
Intellectual Property
Protection of our intellectual property is a strategic priority for our business. We rely on a combination of patents,
copyrights, trademarks, trade names, trade secrets, nondisclosure agreements and other measures to establish and
protect our proprietary rights.
Our patent portfolio includes numerous issued and pending patent applications in the U.S. and other parts of the
world, which, in the aggregate, we believe to be of material importance in the operation of our business. U.S.
patents, as well as most foreign patents, are generally effective for 20 years from the date the earliest application
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was filed. In some cases, the patent term may be extended. Our issued patents as of December 31, 2024 are set to
expire over a range of years, from 2025 with respect to some of our earlier patents, to 2043, subject to any
extensions. We also have various registered U.S. trademarks, registered European Community trademarks, and
many other trademark registrations and pending trademark applications around other parts of the world. In addition,
we have entered into exclusive and non-exclusive licenses in the ordinary course of business relating to a wide
array of technologies or other intellectual property rights or assets.
Our patents and patent applications seek to protect aspects of our core membrane and sensor technologies and our
product concepts for continuous glucose monitoring. We believe that our patent position provides us with sufficient
rights to protect our current and proposed commercial products. However, our patent applications may not result in
issued patents, and any patents that have been issued or might be issued may not protect our intellectual property
rights. Furthermore, we operate in an industry characterized by extensive patent litigation, and our patents may not
be upheld if challenged. Any patents issued to us may be challenged by third parties as being invalid or
unenforceable, and patent litigation may result in significant damage awards and injunctions that could prevent the
manufacture and sale of affected products or result in significant royalty payments in order to continue selling the
products. Third parties may also independently develop similar or competing technology that avoids our patents.
The steps we have taken may not prevent the misappropriation of our intellectual property, particularly in
international countries where the laws may not protect our proprietary rights as fully as in the United States. We also
face risks associated with intellectual property infringement.
We also rely on trade secrets, technical know-how and continuing innovation to develop and maintain our
competitive position. We seek to protect our proprietary information and other intellectual property by generally
requiring our employees, consultants, contractors, suppliers, outside scientific collaborators and other advisors to
execute non-disclosure and assignment of invention agreements on commencement of their employment or
engagement. Agreements with our employees also forbid them from bringing the proprietary rights of third parties to
us. We also generally require confidentiality or material transfer agreements from third parties that receive our
confidential data or materials. We cannot guarantee that employees and third parties will abide by the confidentiality
or assignment terms of these agreements. Despite measures taken to protect our intellectual property, unauthorized
parties might copy aspects of our products or obtain and use information that we regard as proprietary.
Sustainability
We believe that taking into account the interests of our various stakeholders – including patients, caregivers, those
seeking to optimize metabolic health, employees, investors, and our communities – enables us to operate in a
sustainable manner, supports the success of our business and drives long-term value. We do this by holding true to
our core values: Listen, Think Big, Be Dependable, and Serve with Integrity.
•
Listen – We believe in listening to our customers and our employees. We have launched a number of
programs to advocate for individuals living with diabetes and we support our employees and their families
through a number of benefit programs that are available. In addition, we seek to promote diversity,
practice fairness, and treat everyone with respect and dignity.
•
Think Big – We seek to expand global healthcare access for people with diabetes and actively work to
increase access to our products. We also have committed to operate our business in a manner that is
environmentally sustainable and conserves natural resources and reduces waste.
•
Be Dependable – We are committed to quality and believe that is best achieved through a safe and
healthy workplace as well as a Quality Management System that is compliant with all applicable
regulatory requirements and which is continuously being improved.
•
Serve with Integrity – While oversight of our ethics and governance structure begins with our Board of
Directors and Executive Leadership Team, we expect all employees to foster a culture of accountability in
line with our Code of Conduct and Business Ethics. We also maintain a compliance program to help
enforce ethical conduct and adherence to applicable laws and regulations.
The Nominating and Governance Committee of the Board of Directors oversees and reviews Dexcom’s policies and
programs concerning corporate social responsibility and Dexcom’s participation and visibility as a global corporate
citizen. In addition, the Nominating and Governance Committee oversees and reviews our sustainability
performance and the assessment and management of environmental, sustainability and governance risks affecting
our business. Our management-level Corporate Sustainability Steering Committee, which is comprised of the
functional leads from our Commercial, Operations, Human Capital, Finance and Legal departments, is responsible
for, among other things, setting the strategy with respect to sustainability to align with Dexcom’s mission and long-
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term strategy, taking into consideration environmental, social and economic dimensions (subject to direction from
the Chief Executive Officer and oversight of the Nominating and Governance Committee), establishing programs,
policies and practices to integrate sustainability into Dexcom’s strategy, and assisting the Nominating and
Governance Committee in fulfilling its oversight responsibilities with respect to Dexcom’s performance and behavior
for sustainability matters. The Corporate Sustainability Steering Committee reports to our Chief Executive Officer
and provides periodic updates regarding our corporate sustainability programs, policies and practices to the
Nominating and Governance Committee.
Our Sustainability Report is available at https://investors.dexcom.com/governance/governance-documents, which is
provided for reference only and is not incorporated by reference into this Annual Report on Form 10-K.
Government Regulation
The medical devices that we manufacture are subject to regulation by numerous regulatory bodies, including the
FDA and comparable international regulatory agencies. These agencies require manufacturers of medical devices
to comply with applicable laws and regulations governing the development, testing, manufacturing, labeling,
marketing and distribution of medical devices. Devices are generally subject to varying levels of regulatory control,
the most comprehensive of which requires that a clinical evaluation program be conducted before a device receives
approval for commercial distribution. In addition, healthcare regulatory bodies in the United States and around the
world impose a range of requirements related to the payment for medical devices and the procedures in which they
are used, including laws intended to prevent fraud, waste, and abuse of healthcare dollars.
U.S. Laws and Regulations
At the U.S. federal level, our products are medical devices subject to extensive and ongoing regulation by the FDA.
The U.S. Federal Food, Drug and Cosmetic Act, referred to as the FDCA, and the FDA’s implementing regulations
govern product design and development, pre-clinical and clinical testing, pre-market clearance, authorization or
approval, establishment registration and product listing, product manufacturing, product labeling, product storage,
advertising and promotion, product sales, distribution, recalls and field actions, servicing and post-market clinical
surveillance. A number of U.S. states also impose licensing and compliance regimes on companies that
manufacture or distribute prescription devices in the state.
In addition, the delivery of our devices in the U.S market is subject to regulation by various U.S. Department of
Health and Human Services divisions including CMS, the DHHS Office of the Inspector General, or OIG, the
Department of Veterans Affairs, and comparable state agencies responsible for reimbursement and regulation of
payment for health care items and services. U.S. laws and regulations are imposed primarily in connection with the
Medicare, Medicaid, and TRICARE programs, as well as the government’s interest in regulating the quality and cost
of health care.
FDA Regulation
Unless an exemption applies, each medical device we wish to commercially distribute in the United States will
require either prior 510(k) clearance, prior de novo down-classification and a related grant of marketing
authorization, or prior approval from the FDA through the premarket approval, or PMA process. The FDA classifies
medical devices into one of three classes. Devices requiring fewer controls because they are deemed to pose lower
risk are placed in Class I or II. Class I devices are subject to general controls such as labeling, pre-market
notification, and adherence to the FDA’s manufacturing requirements, which are contained in the Quality System
Regulation, or QSR. Class II devices are subject to special controls such as performance standards, post-market
surveillance, FDA guidelines, or particularized labeling, as well as general controls. Some Class I and Class II
devices are exempted by regulation from the pre-market notification (i.e., 510(k) clearance) requirement, and/or the
requirement of compliance with substantially all of the QSR. As an example, the mobile applications that comprise
the Share System were classified by the FDA as Class II exempt. With the mobile applications classified as Class II
exempt, we must comply with certain general and special controls required by the FDA but we do not need prior
FDA review to commercialize changes to the mobile applications. Some devices are placed in Class III, which
requires approval of a PMA application, if they are deemed by the FDA to pose the greatest risk, such as life-
sustaining, life-supporting or certain implantable devices, or to be “not substantially equivalent” either to a previously
510(k) cleared device or to a “preamendment” Class III device in commercial distribution before May 28, 1976 for
which PMA applications have not been required.
If a previously unclassified new medical device does not qualify for the 510(k) pre-market notification process
because no predicate device to which it is substantially equivalent can be identified, the device is automatically
classified into Class III. Under FDA law, the de novo classification procedure allows a manufacturer whose novel
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device is automatically classified into Class III to request down-classification of its medical device into Class I or
Class II on the basis that the device presents low or moderate risk, rather than requiring the submission and
approval of a PMA. If the FDA agrees with the down-classification, the de novo applicant will then receive
authorization to market the device, and a classification regulation will be established for the device type. The device
can then be used as a predicate device for future 510(k) submissions by the manufacturer or a competitor.
A PMA application must be supported by valid scientific evidence, which typically requires extensive data, including
technical, pre-clinical, clinical, manufacturing and labeling data, to demonstrate to the FDA’s satisfaction the safety
and efficacy of the device. A PMA application also must include a complete description of the device and its
components, a detailed description of the methods, facilities and controls used to manufacture the device, and
proposed labeling.
In addition to our CGM devices, we have a Class I data management service which we market to clinics. This
service helps healthcare providers and patients see, understand and use blood glucose meter data to diagnose and
manage diabetes. The service also allows researchers to control the transfer of data from certain diabetes devices
to research tools and databases according to their own research workflows.
The infrastructure of the data management service is considered “medical device data systems,” or MDDS. MDDS
are hardware or software products that transfer, store, convert formats, and display medical device data. An MDDS
does not modify the data or modify the display of the data, and it does not by itself control the functions or
parameters of any other medical device. MDDS are not intended to be used for active patient monitoring. The 21st
Century Cures Act excluded certain software functions from the definition of “device”, thus products meeting the
definition of MDDS (which previously might have been regulated as Class I, 510(k)-exempt devices) are no longer
considered devices and thus are not subject to FDA regulatory requirements.
Additional functions of, or intended uses for, our software platform may require us to obtain marketing authorization
from the FDA.
After a device is authorized for marketing and placed in commercial distribution, numerous regulatory requirements
apply. These include:
•
establishment registration and device listing;
•
QSR, which requires manufacturers to follow design, testing, control, storage, supplier/contractor
selection, complaint handling, documentation and other quality assurance procedures;
•
labeling regulations, which prohibit the promotion of products for unapproved or off-label uses or
indications and impose other restrictions on labeling, advertising and promotion;
•
medical device reporting regulations, which require that manufacturers report to the FDA if a device may
have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause
or contribute to a death or serious injury if it were to recur;
•
voluntary and mandatory device recalls to address problems when a device is defective and/or could be
a risk to health; and
•
corrections and removal reporting regulations, which require that manufacturers report to the FDA field
corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device
or to remedy a violation of the FDCA that may present a risk to health.
Also, the FDA may require us to conduct post-market surveillance studies or order us to establish and maintain a
system for tracking our products through the chain of distribution to the patient level. The FDA and the Food and
Drug Branch of the California Department of Health Services and other applicable government regulatory agencies
enforce regulatory requirements by conducting periodic, unannounced inspections and market surveillance.
Inspections may include the manufacturing facilities of our subcontractors.
Failure to comply with applicable regulatory requirements, including those applicable to the conduct of our clinical
trials, can result in enforcement action by the FDA, which may lead to any of the following sanctions:
•
warning letters or untitled letters that require corrective action;
•
fines and civil penalties;
•
unanticipated expenditures;
•
delays in approving or refusal to approve our future continuous glucose monitoring systems or other
products;
•
FDA refusal to issue certificates to foreign governments needed to export our products for sale in other
countries;
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•
suspension or withdrawal of FDA approval;
•
product recall or seizure;
•
interruption of production;
•
operating restrictions;
•
injunctions; and
•
criminal prosecution.
We and our contract manufacturers, specification developers, and some suppliers of components or device
accessories, are also required to manufacture our products in compliance with current Good Manufacturing Practice
requirements set forth in the QSR. The QSR requires a quality system for the design, manufacture, packaging,
labeling, storage, installation and servicing of marketed devices, and includes extensive requirements with respect
to quality management and organization, device design, buildings, equipment, purchase and handling of
components or services, production and process controls, packaging and labeling controls, device evaluation,
distribution, installation, complaint handling, servicing, and record keeping. The FDA evaluates compliance with the
QSR through periodic unannounced inspections that may include the manufacturing facilities of our subcontractors.
If the FDA believes we or any of our contract manufacturers or regulated suppliers are not in compliance with these
requirements, it can shut down our manufacturing operations, require recall of our products, refuse to approve new
marketing applications, institute legal proceedings to detain or seize products, enjoin future violations, or assess
civil and criminal penalties against us or our officers or other employees. Any such action by the FDA would have a
material adverse effect on our business. We may be unable to comply with all applicable FDA regulations.
U.S. Fraud and Abuse Laws and Other Compliance Requirements
The healthcare industry is subject to various U.S. federal and state laws pertaining to healthcare fraud and abuse.
Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from
participation in U.S. federal and state healthcare programs, including Medicare and Medicaid.
Anti-kickback Laws. The federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting,
receiving, offering or providing remuneration directly or indirectly to induce either (i) the referral of an individual, or
(ii) purchasing, ordering, recommending, or arranging for the purchase or order of a good or service, for which
payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid.
The definition of “remuneration” has been broadly interpreted to include anything of value, including such items as
gifts, discounts, the furnishing of supplies or equipment, credit arrangements, payments to consultants, waiver of
payments, and providing anything at less than its fair market value. Given the breadth of this prohibition, Congress
has issued a number of exceptions and has granted authority to the OIG to issue safe harbor regulations, each of
which set forth certain provisions which, if satisfied in their entirety, will exempt an arrangement from being found to
violate the federal Anti-Kickback Statute. The failure of a transaction or arrangement to fit precisely within one or
more exceptions or safe harbors is not per se illegal; rather, each arrangement is subject to a facts and
circumstances analysis to determine whether the requisite improper intent exists. Therefore, conduct and business
arrangements that do not fully satisfy each applicable exception or safe harbor element may result in increased
scrutiny by government enforcement authorities or invite litigation by private citizens under federal whistleblower
laws. Violation of the Anti-Kickback Statute is a felony and conviction could result in the assessment of fines of up to
$100,000 per violation or imprisonment for up to 10 years or both.
Federal Civil False Claims Act. The federal Civil False Claims Act prohibits, among other things, knowingly
presenting, or causing to be presented a false claim or the knowing use of false statements or records to obtain
payment from the federal government. When an entity is determined to have violated the False Claims Act, it may
be subject to repayment of three times the actual damages sustained by the government, plus significant mandatory
civil penalties for each separate false claim. Suits filed under the False Claims Act can be brought by any individual
on behalf of the government and such individuals (known as “relators” or, more commonly, as “whistleblowers”) may
share in any amounts paid by the entity to the government in fines or settlement. These whistleblower-initiated
False Claims Act cases are commonly referred to as “qui tam” actions. False Claims Act cases may also be initiated
by the U.S. Department of Justice or any of its local U.S. Attorneys’ Offices. In addition, certain states have enacted
laws modeled after the federal False Claims Act. Qui tam actions have increased significantly in recent years,
causing greater numbers of healthcare companies to have to defend a false claim action, even before the validity of
the claim is established and even if the government decides not to intervene in the lawsuit. Healthcare companies
may decide to agree to large settlements with the government and/or whistleblowers to avoid the cost, distraction
and negative publicity associated with litigation. Federal enforcement agencies also have shown increased interest
in pharmaceutical and medical device companies’ product promotion, health care professional engagements, and
patient assistance programs, including reimbursement and co-pay support services, and a number of investigations
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into these programs have resulted in significant civil and criminal settlements. In addition, the Affordable Care Act
amended federal law to provide that the government may assert that a claim for items or services resulting from a
violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil
False Claims Act. Criminal prosecution is also possible under the Criminal False Claims Act for knowingly making or
presenting a false or fictitious or fraudulent claim to the federal government.
Federal Physician Self-Referral Law. The Federal Physician Self-Referral Law, also referred to as the Stark Law,
prohibits a physician (or an immediate family member of a physician) who has a financial relationship with an entity
from referring patients to that entity for certain designated health services, including durable medical equipment
such as the CGM receiver and supplies, payable by Medicare, unless an exception applies. The Stark Law also
prohibits such an entity from presenting or causing to be presented a claim to the Medicare program for such
designated health services provided pursuant to a prohibited referral, and provides that certain collections related to
any such claims must be refunded in a timely manner. Exceptions to the Stark Law include, among other things,
exceptions for certain financial relationships, including both ownership and compensation arrangements. The Stark
Law is a strict liability statute, therefore, to the extent that the statute is implicated and an exception does not apply,
the statute is violated. Violations of the Stark Law must be reported and payment for improper referrals returned to
Medicare in order to avoid potential liability under the federal False Claims Act for avoiding a known obligation to
return identified overpayments. In the fall of 2020, we transitioned our Medicare business to distributors and we no
longer bill Medicare directly for DME and related supplies. In doing so, we have limited our exposure under the
Stark Law. In addition to the Stark Law, many states have implemented similar physician self-referral prohibitions
that may extend to Medicaid, third party payors, and/or self-pay patients, and may be applicable to our relationships
with physicians and other health care providers.
Civil Monetary Penalties Law. The Civil Monetary Penalties Law, or CMPL, authorizes the imposition of substantial
civil money penalties against an entity that engages in certain prohibited activities including but not limited to
violations of the Stark Law or Anti-Kickback Statute, knowing submission of a false or fraudulent claim, employment
of an individual excluded from participation in federal health care programs, and the provision or offer of anything of
value to a Medicare or Medicaid beneficiary that the transferring party knows or should know is likely to influence
the beneficiary’s selection of a particular provider or supplier from which to receive items or services for which
payment may be made in whole or part by a federal health care program, commonly known as the Beneficiary
Inducement CMP. Remuneration is defined under the CMPL as any transfer of items or services for free or for less
than fair market value. There are certain exceptions to the definition of remuneration for offerings that meet the
Financial Need, Preventative Care, or Promoting Access to Care exceptions. Sanctions for violations of the CMPL
include civil monetary penalties and administrative penalties up to and including exclusion from participation in
federal health care programs.
Violations of the Stark Law, the Anti-Kickback Statute, the Civil Monetary Penalties Law and/or the federal False
Claims Act can also form the basis for exclusion from participation in federal and state healthcare programs.
State Analogs of Federal Fraud and Abuse Laws. Many U.S. states have their own laws intended to protect against
fraud and abuse in the health care industry and more broadly. In some cases these laws prohibit or regulate
additional conduct beyond that covered under federal law. Penalties for violating these laws can range from fines to
criminal sanctions.
Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Health Insurance Portability and
Accountability Act of 1996, as amended by the American Recovery and Reinvestment Act of 2009, and
implementing regulations, collectively HIPAA, created two federal crimes: healthcare fraud and false statements
relating to healthcare matters. The healthcare fraud statute prohibits knowingly and willfully executing a scheme to
defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may
result in fines, imprisonment or exclusion from government sponsored programs, or integrity oversight and reporting
obligations to resolve allegations of non-compliance. The false statements statute prohibits knowingly and willfully
falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement
in connection with the delivery of or payment for healthcare benefits, items or services.
HIPAA and Other U.S. Privacy Laws and Regulations. Numerous federal and state laws, rules and regulations
govern the collection, dissemination, use, privacy, security and confidentiality of personal information. HIPAA, in
addition to the criminal powers above, extensively regulates the use and disclosure of individually identifiable health
information, through the Privacy, Security, and Breach Notification Rules. HIPAA requires covered entities, including
health plans and most health care providers, to implement administrative, physical and technical safeguards to
protect the privacy and security of covered information (known as “protected health information”) and sets limits and
conditions on the uses and disclosures that may be made of such protected health information. HIPAA’s Security
Rule and certain provisions of the HIPAA Privacy Rule and Breach Notification Rule apply to business associates of
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covered entities (i.e., entities that provide services to covered entities that may require access and use of protected
health information on behalf of covered entities), and business associates are subject to direct liability for violation of
these rules. In addition, a covered entity may be subject to criminal and civil penalties as a result of a business
associate violating HIPAA, if the business associate is found to be an agent of the covered entity. Covered entities
must report breaches of unsecured protected health information to affected individuals without unreasonable delay
and notification must also be made to the U.S. Department of Health & Human Services, Office for Civil Rights
(OCR) and, in certain situations involving large breaches, to the media. The OCR enforces the HIPAA Rules and
performs compliance audits and investigations. In addition to enforcement by OCR, HIPAA authorizes state
attorneys general to bring civil actions seeking either injunction or damages in response to HIPAA violations that
impact state residents.
On December 1, 2022, OCR issued a bulletin on the requirements under HIPAA for online tracking technologies
(e.g., cookies, pixels) to protect the privacy and security of health information. This bulletin outlined OCR’s position
on the use of online tracking technology vendors, when certain information received by such vendors constitutes
protected health information under HIPAA, and accordingly, when business associate agreements must be executed
between covered entities, like us, and such vendors. We are a covered entity under HIPAA because we are a health
care provider that engages in certain electronic standard transactions. In certain circumstances, we may also be a
business associate of another covered entity or of another business associate. We have assessed our
responsibilities under the bulletin and undertaken a number of initiatives to support our compliance with HIPAA and
other requirements relating to online tracking technologies, including updates to our cookie banners and preference
center. These steps are in addition to measures we had taken previously and we continue to evaluate our
compliance with applicable laws and adjust our practices to address developments in the field over time. The HIPAA
Rules impose and will continue to impose significant costs on us in order to comply with these standards.
There are numerous other laws, regulations and legislative and regulatory initiatives at the federal and state levels
addressing privacy and security of personal information. We also remain subject to federal and state privacy-related
laws that may be more restrictive or contain different requirements than the privacy regulations issued under HIPAA.
These laws vary and could impose additional penalties. For example, the Federal Trade Commission, or FTC, uses
its consumer protection authority to initiate enforcement actions against companies relating to their use and
disclosure of personally identifiable information. Specifically, FTC has asserted authority and issued enforcement
actions in response to actual or perceived unfair or deceptive practices by a company in the handling of consumer
information. The FTC has also pursued enforcement actions against companies for violations of its Health Breach
Notification Rule and the Children’s Online Privacy Protection Act. Our use of personal information is also subject to
our published privacy policies and notices.
Further, certain states have proposed or enacted legislation that will create new data privacy and security
obligations for certain entities. These laws include, for example, the California Consumer Privacy Act, or CCPA,
which came into effect January 1, 2020 and was amended and expanded by the California Privacy Rights Act, or
CPRA, which came into effect on January 1, 2023; the Virginia Consumer Data Protection Act, effective as of
January 1, 2023; the Colorado Privacy Act and the Connecticut Data Privacy Act, both effective as of July 1, 2023;
the Utah Consumer Privacy Act, effective as of December 31, 2023; the Washington My Health My Data Act and
Nevada Senate Bill 370, both effective as of March 31, 2024; the Oregon Consumer Privacy Act, the Texas Data
Privacy and Security Act, and the Florida Digital Bill of Rights, all effective as of July 1, 2024; the Montana
Consumer Data Privacy Act, effective as of October 1, 2024; the Delaware Personal Data Privacy Act, the Nebraska
Data Privacy Act, the New Hampshire Data Privacy Act, and the Iowa Act Relating to Consumer Data Protection,
effective as of January 1, 2025; the Tennessee Information Protection Act, effective as of July 1, 2025; and the
Indiana Consumer Data Protection Act, effective as of January 1, 2026. Several other states have enacted, or are
proposing to enact, their own comprehensive privacy laws. Among other things, these state-specific laws create
new data privacy obligations for covered companies and provide new privacy rights to state residents, including the
right to opt out of certain disclosures of their information. A particular focus of legislatures appears to be consumer
health data which is not subject to HIPAA, as evidenced by passage of the Washington My Health My Data Act and
Nevada Senate Bill 370. The CCPA also created a private right of action with statutory damages for certain data
breaches, thereby potentially increasing risks associated with a data breach, and other laws, such as the Telephone
Consumer Privacy Act and the Washington My Health My Data Act, also have private rights of action for violations.
Regulations implementing the California and Colorado laws have been published, but many questions remain as to
how all of the new statutes will be interpreted and enforced. The effects of state data protection laws are significant
and have required us to modify our data processing practices. They may also cause us to incur substantial costs
and expenses to ensure ongoing compliance, particularly given our base of operations in California. Various U.S.
state laws and regulations may also require us to notify affected individuals and state agencies in the event of a
data breach involving individually identifiable information.
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In addition to the laws discussed above, we may see more stringent state and federal privacy legislation passed, as
the increased cyber-attacks during recent international conflicts have once again put a spotlight on data privacy and
security in the U.S. and other jurisdictions. We cannot predict where new legislation might arise, the scope of such
legislation, or the potential impact to our business and operations.
FCPA and Other Anti-Bribery and Anti-Corruption Laws. The U.S. Foreign Corrupt Practices Act, or FCPA, prohibits
U.S. corporations and their representatives from offering, promising, authorizing or making payments to any foreign
government official, government staff member, political party or political candidate in an attempt to obtain or retain
business abroad. The scope of the FCPA would include interactions with certain healthcare professionals in many
countries, either directly or through our contracted distributors. Our present and future business has been and will
continue to be subject to various other U.S. and foreign laws, rules and/or regulations.
Physician Payment Sunshine Act. Pursuant to the Patient Protection and Affordable Care Act that was signed into
law in March 2010, the federal government enacted the Physician Payment Sunshine Act. As a manufacturer of
U.S. FDA-regulated devices reimbursable by federal healthcare programs, we are subject to this law, which requires
us to track and annually report certain direct or indirect payments and other transfers of value we make to certain
U.S.-licensed health care practitioners and U.S. teaching hospitals. We are also required to report certain ownership
or investment interests held by physicians and their immediate family members. In 2018, the law was amended to
require tracking and reporting of payments and transfers of value provided to health care practitioners besides
physicians, including physician assistants, nurse practitioners, and other mid-level practitioners. These expanded
reporting requirements took effect in 2022 for payments and transfers of value made to these additional practitioner-
types in 2021. CMS has the potential to impose penalties of up to $1,406,728 per year (adjusted annually) for
violations of the Physician Payment Sunshine Act, depending on the circumstances, and reported payments also
have the potential to draw scrutiny to our relationships with health care practitioners and academic medical
institutions, which may have implications under the Anti-Kickback Statute and other healthcare laws. CMS has the
right to audit reporting entities for compliance. CMS began its first audits in fiscal year 2023.
In addition, certain states also have laws and regulations related to payments and other transfers of value provided
to healthcare professionals and entities. Similar to the federal law, certain states have adopted marketing and/or
transparency laws relevant to device manufacturers, some of which are broader in scope. Certain states also
mandate that device manufacturers implement compliance programs. Other states impose restrictions on device
manufacturer marketing practices and require tracking and reporting of gifts, compensation, and other remuneration
to healthcare professionals and entities. The need to build and maintain a robust compliance program with different
compliance and/or reporting requirements increases the possibility that a company may violate one or more of the
requirements, resulting in fines and penalties.
International Regulation
International sales of medical devices are subject to international government regulations, which may vary
substantially from country to country. The time required to obtain approval in an international country may be longer
or shorter than that required for FDA approval, and the requirements may differ. There is a trend towards
harmonization of quality system standards among the European Union, United States, Canada and various other
industrialized countries.
The regulatory framework governing medical devices is largely harmonized within the European Union, which
includes most of the major countries in Europe. Other countries, such as Switzerland, have voluntarily adopted laws
and regulations that mirror those of the European Union with respect to medical devices. The European Union has
adopted numerous directives and standards regulating the design, manufacture, clinical trials, labeling and adverse
event reporting for medical devices. To be placed on the European Union market, devices must undergo a
conformity assessment and bear the CE mark, indicating that the device conforms to the essential requirements of
the applicable rules. The method of assessing conformity varies depending on the class of the product, but normally
involves a combination of self-assessment by the manufacturer and a third-party assessment by a “Notified Body.”
This third-party assessment, which may consist of an audit of the manufacturer’s quality system and specific testing
of the manufacturer’s product, is always required in order for a manufacturer to commercially distribute the product
throughout the European Union, except in case of Class I medical devices (those entailing the lowest level of risk).
Outside of the European Union, regulatory approval needs to be sought on a country-by-country basis in order for
us to market our products. The European Union Medical Device Regulation, or MDR, went into force in 2017, and
replaced the existing Directive. The MDR initially provided three years for transition and compliance, which was
subsequently extended to May 2026, December 2027, or December 2028, depending on the device classification.
The MDR became applicable in the European Union on May 26, 2021, changing several aspects of the existing
regulatory framework. Other countries have adopted medical device regulatory regimes, such as the Classification
Rules for Medical Devices published by the Hong Kong Department of Health, the Health Sciences Authority of
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Singapore regulation of medical devices under the Health Products Act, and Health Canada’s risk classification
system for invasive devices, among others. Each country may have its own processes and requirements for medical
device licensing, approval, and regulation, therefore requiring us to seek regulatory approvals on a country-by-
country basis.
Outside the United States a range of anti-bribery and anti-corruption laws, as well and some industry-specific laws
and codes of conduct, apply to the medical device industry and interactions with government officials and entities
and healthcare professionals. Laws include the UK Bribery Act of 2010. Further, the EU member countries have
emphasized a greater focus on healthcare fraud and abuse and have indicated greater attention to the industry by
the European Anti-Fraud Office. MedTech Europe, the medical device industry association, also introduced the
Code of Ethical Business Practices, which came into effect on January 1, 2017. Countries in Asia have also become
more active in their enforcement of anti-bribery laws and with respect to procurement and supply chain fraud.
In the European Union, increasingly stringent data protection and privacy rules that have and will continue to have
substantial impact on the use of patient data across the healthcare industry became effective in May 2018. The EU
General Data Protection Regulation, or GDPR, applies across the European Union and includes, among other
things, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain
circumstances and significant fines for non-compliance. The GDPR fine framework can be up to 20 million euros, or
up to 4% of the company’s total global turnover of the preceding fiscal year, whichever is higher. The GDPR also
requires companies processing personal data of individuals residing in the European Union to comply with EU
privacy and data protection rules, even if the company itself does not have a physical presence in the European
Union. Noncompliance could result in the imposition of fines, penalties, or orders to stop noncompliant activities.
Due to the strong consumer protection aspects of the GDPR, companies subject to its purview are allocating
substantial legal costs to the development of necessary policies and procedures and overall compliance efforts. We
expect continued costs associated with maintaining compliance with GDPR into the future. For example, on July 16,
2020, the Court of Justice of the European Union issued a judgment in Case C-311/18 that declared the EU-U.S.
Privacy Shield Framework invalid (Data Protection Commissioner v Facebook Ireland Ltd and Maximillian Schrems,
also knowns as “Schrems II”). In the absence of the new adequacy decision, this judgment still results in additional
compliance obligations for companies that rely on mechanisms other than the Privacy Shield, like standard
contractual clauses and appropriate supplementary measures to ensure a valid basis for the transfer of personal
data outside of Europe. Though a new adequacy decision (the EU-U.S. Data Privacy Framework) has been
adopted, and it may also be subject to challenges similar to those faced by the Privacy Shield. In view of this and
other developments, data transfer risk remains a potential issue that requires regular monitoring. We expect
continued costs associated with maintaining compliance with the GDPR into the future, and these requirements, as
interpreted by EU data protection authorities, could negatively impact our business, financial condition and results of
operations.
Certain governments around the world are also adopting laws and regulations pertaining to mandatory corporate
sustainability reporting. For example, the European Union has adopted the Corporate Sustainability Reporting
Directive (CSRD) that will require us to disclose certain social, governance and environmental information and data.
Environmental Regulation
Our research and development and clinical processes involve the handling of potentially harmful biological materials
as well as hazardous materials. We are subject to federal, state and local laws and regulations governing the use,
handling, storage and disposal of hazardous and biological materials and we incur expenses relating to compliance
with these laws and regulations. If violations of environmental, health and safety laws occur, we could be held liable
for damages, penalties and costs of remedial actions. These expenses or this liability could have a significant
negative impact on our financial condition. We may violate environmental, health and safety laws in the future as a
result of human error, equipment failure or other causes. Environmental laws could become more stringent over
time, imposing greater compliance costs and increasing risks and penalties associated with violations. We are
subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups.
Changes to or restrictions on permitting requirements or processes, hazardous or biological material storage or
handling might require an unplanned capital investment or relocation. Failure to comply with new or existing laws or
regulations could harm our business, financial condition and results of operations.
Advisory Boards and Consultants
We have relied upon the advice of experts in the development and commercialization of our products. Since 2005,
we have used experts in various disciplines on a consulting basis as needed to solve problems or accelerate
development pathways. We may continue to engage advisors from the academic, consultancy, governmental or
24

other areas to assist us as necessary. Relationships between manufacturers and physicians, including in
consultancy and advisory board roles, is subject to scrutiny under the federal Anti-Kickback Statute and its state law
equivalents. Due to this scrutiny, we incur legal and consulting fees to ensure our relationships with physicians and
other health care providers meet regulatory requirements, including that compensation paid to such physicians is
within fair market value.
Human Capital
We aim to foster an inclusive and engaging culture that values each person’s unique skill set and to continue to
attract – and retain – top talent throughout the organization. 2024 represented a year of continued growth across
Dexcom; our employee population grew both by number and global footprint. Our consistent support of hybrid work
provides access to a broader talent pool. As of December 31, 2024, we have approximately 10,300 employees
around the globe, including 10,200 full-time employees.
Country
Female
Male
Grand Total
Ethnically Diverse
(US Only)*
United States
2,400
2,900
5,300
3,100
International
2,700
2,300
5,000
N/A
Grand Total**
5,100
5,200
10,300
3,100
*All diversity data is self-reported. We capture ethnic diversity data in the United States only, comprised of the following
categories: Black or African American, Hispanic or Latino, Asian, American Indian/Alaskan Native, Native Hawaiian or
Other Pacific Islander, Two or More Races.
**Includes full time and part time employees.
The human capital measures and objectives that we focus on include equity and inclusion; communications and
engagement; health, safety and wellness; total rewards and pay equity; and talent growth and development.
Equity and Inclusion
Our journey to create a more equitable and inclusive workplace continues. As Dexcom continues to grow and scale,
we believe our initiatives have been critical not only for company culture but also for the growing diversity of patients
our products will benefit across the globe.
Our human resources team, Employee Resource Group sponsors (ERG), and senior leaders work together to
advance the broader equity strategy across the organization. We are proud to support our ERGs; their employee-
led activities and initiatives foster a sense of belonging throughout all our global locations. We integrate equity and
inclusion into talent conversations, especially at senior levels, making our processes fairer for all Dexcom
employees.
Communications and Engagement
Through strategic communications, we continue to strengthen the connection between our leaders and our business
goals, as well as the behaviors needed to drive a positive employee experience. We also believe by listening to our
employees, we can create a dynamic workplace that will foster productivity while promoting work-life balance and
connection across the organization. We have continued to seek out “the voice of the employee” through life cycle
surveys. Each year, we offer an engagement survey titled “We’re Listening.” Employee engagement scores
consistently remained high based on a six-factor index. Notably, a strong majority of employees indicated they are
proud to work for Dexcom and see a clear link between their work and the Dexcom mission.
Health, Safety and Wellness
We are deeply committed to the safety, health and wellness of our employees. The Dexcom Environmental, Health,
Safety & Sustainability team develops global safety practices and procedures, trains employees, and monitors
compliance. Through these efforts, along with leadership commitment and investment of resources in support of
workplace safety initiatives, our total US injury rate has consistently tracked below industry averages.
We also provide comprehensive health and well-being programs that support our employees and their families. For
example, Inspire, our global wellness program, and our global mental health and employee assistance programs
are designed to help employees and their family members develop and achieve their physical, emotional, and
financial well-being goals.
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Our goal to support our employees’ needs remains constant. We continued to provide both COVID and flu
vaccination clinics for employees and their families, and continued support of remote work for employees whose
roles allow for it. We also continue to evaluate how to maintain a hybrid workplace beyond the pandemic to ensure
that we meet our employees’ ever-changing needs outside the workplace.
Total Rewards and Pay Equity
Our total rewards package includes market competitive pay, comprehensive and competitive global benefits and
retirement offerings, paid time off and family leave, tuition reimbursement and on-site services. To foster a stronger
sense of ownership and align the interests of employees with shareholders, we offer an Employee Stock Purchase
Plan, and restricted stock units are provided to eligible employees under our broad-based stock incentive programs.
In 2024, we continued our proactive year-end global market adjustment process intended to ensure we maintain
pay equity between active employees and potential new external hires. Through this process, employees who meet
predefined criteria may be eligible for an additional adjustment in base salary if they have fallen below Dexcom’s
determined minimum. We believe by continuing to ensure equitable pay between existing and new hires, we will be
better positioned to retain valued employees.
Additionally, we continue to proactively review both gender and ethnicity pay equity for our global employees in the
same or similar roles. The goal of these reviews is to identify and close any gaps in average pay, after accounting
for legitimate business factors that may explain differences, such as performance, time in role, and tenure with the
company. We have incorporated the findings into our compensation assessment cycles, and we recognize the need
to regularly review pay equity to maintain our pay equity goals. With the implementation of our global market
adjustment process, we conduct the gender and ethnicity review annually.
Talent Growth and Development
We continue to invest in new learning systems and programming to support employee development. To support the
personal and professional growth of our workforce, we have built an extensive library of development offerings to
empower employees at all levels to advance their skill sets and knowledge base. Because there is no one-size-fits-
all approach to career development, we continue to evolve our curriculum to meet the needs of our diverse
workforce.
Additional details regarding our human capital and other matters can be found in our Sustainability Report. Although
not incorporated by reference into this Annual Report on Form 10-K, our Sustainability Report can be accessed on
our investors website at investors.dexcom.com, by clicking “Governance Documents & Sustainability”.
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ITEM 1A - RISK FACTORS
Our short and long-term success is subject to numerous risks and uncertainties, many of which involve factors that
are difficult to predict or beyond our control. Before making a decision to invest in, hold or sell our common stock,
stockholders and potential stockholders should carefully consider the risks and uncertainties described below, in
addition to the other information contained in or incorporated by reference into this Annual Report on Form 10-K, as
well as the other information we file with the SEC, including our subsequent reports on Forms 10-Q and 8-K. If any
of the following risks are realized, our business, financial condition, results of operations and prospects could be
materially and adversely affected. In that case, the value of our common stock could decline and stockholders may
lose all or part of their investment. Furthermore, additional risks and uncertainties of which we are currently
unaware, or which we currently consider to be immaterial, could have a material adverse effect on our business,
financial condition or results of operations. Refer to our disclaimer regarding forward-looking statements at the
beginning of Part I, Item 1 of this Annual Report on Form 10-K.
Risks Related to Our Business and Operations
Risks Related to Pricing and Reimbursement
If we experience decreasing prices for our products and we are unable to reduce our expenses, including
the per unit cost of producing our products, there may be a material adverse effect on our business, results
of operations, financial condition and cash flows.
We have experienced, and anticipate that we will continue to experience, decreasing prices for our products due to
pricing pressure from managed care organizations and other third-party payors.
In the United States and other countries, government and private sector access to health care products continues to
be a subject of focus, and efforts to reduce health care costs are being made by third-party payors. Most of our
customers rely on third-party payors, including government programs and private health insurance plans, to cover
the cost of the G6, G7 and Dexcom One. We expect that these continuing cost reduction and containment
measures could result in lower prices for these products and lower reimbursement rates, as well as could lead to
patients being unable to obtain approval for coverage or payment from these third-party payors resulting in costs
being shifted to patients for these products.
To the extent these cost containment efforts are not offset by greater patient access to our products, our revenue
may be reduced and our business may be harmed.
In addition to decreased pricing, we may be unable to reduce our expenses, including the cost of sourcing
materials, logistics and the cost to manufacture our products. If the prices for our products decrease and/or if we are
unable to offset the effects of general inflation on our operating costs through increases in the prices for our
products, our business, results of operations, financial condition and cash flows will be adversely affected.
Although many third-party payors have adopted some form of coverage policy for continuous glucose
monitoring devices, our products do not always have such coverage, including simple broad-based
contractual coverage with third-party payors, and we frequently experience administrative challenges in
obtaining coverage or reimbursement for our products. If we are unable to obtain adequately broad
coverage or reimbursement for our products or any future products from third-party payors, our revenue
may be negatively impacted.
As a medical device company, reimbursement from government and/or commercial third-party healthcare payors,
including Medicare and Medicaid, is an important element of our success. The Centers for Medicare & Medicaid
Services, or CMS, provides coverage for “Therapeutic Continuous Glucose Monitors” as durable medical equipment
eligible for coverage under Medicare Part B. Coverage criteria for therapeutic CGMs is determined by CMS under
national coverage determinations as well as by local Medicare Administrative Contractors under local coverage
determinations. Therefore, Medicare reimbursement for our CGM devices is subject to various coverage conditions
and often requires a patient-specific coverage analysis. Medicare does not cover any items or services that are not
“reasonable and necessary.” Medicare covers the CGM system, which includes supplies necessary for the use of
the device, under the Durable Medical Equipment, or DME, benefit category. In order to be covered under this
benefit, one component of the CGM system must meet the criteria for a durable medical device. To date, the
receiver satisfied this criteria. To the extent that a receiver is not used by a Medicare beneficiary or CMS otherwise
determines that the items and supplies ordered are not medically necessary, Medicare may not cover that CGM
system or any associated supplies.
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We face a number of regulatory and commercial hurdles relating to wide-scale sales where a government or
commercial third-party payor provides reimbursement, including sales to Medicare beneficiaries. If we are unable to
successfully address these hurdles, reimbursement of our products may be limited to a smaller subset of people
with diabetes covered by Medicare or to those people with diabetes covered by other third-party payors that have
adopted policies for CGM devices allowing for coverage of these devices if certain conditions are met. Adverse
coverage or reimbursement decisions relating to our products, or rescission or limitation of favorable
determinations, by CMS, its Medicare Administrative Contractors, other state, federal or international payors, and/or
third-party commercial payors could significantly reduce reimbursement, which could have an impact on the
acceptance of, and demand for, our products and the prices that our customers are willing to pay for them.
As of December 31, 2024, the eight largest private third-party payors in the United States, in terms of the number of
covered lives, have issued coverage policies for the category of CGM devices. In addition, we have negotiated
contracted rates with all of those third-party payors for the purchase of the G6 and G7 systems by their members.
Nevertheless, coverage and reimbursement-related barriers remain. Among other things, people with diabetes
without insurance that covers our products bear the entire financial cost of using our products. In addition, in the
United States, existing single-point finger stick devices used by people with diabetes are generally reimbursable for
all or part of the product cost by Medicare or other third-party payors, which may be perceived as more
advantageous for consumers. Further, while many third-party payors have adopted some form of coverage policy on
CGM devices, in a sizeable percentage of cases, under durable medical equipment benefits, those coverage
policies frequently are restrictive and require significant medical documentation and other requirements in order to
obtain reimbursement, and as a result, we have difficulty improving the efficiency of our customer service group.
Moreover, it is not uncommon for governmental, including federal and/or state, agencies and their contractors to
conduct periodic routine billing and compliance reviews that may entail extensive documentation requests,
cooperation with which may require significant time and resources, and may result in identification of overpayments
that may need to be refunded. The commercial success of our products in both domestic and international markets
will substantially depend on whether timely and comprehensive third-party reimbursement is widely available for
individuals that use them.
CMS has adopted coverage guidelines for CGMs, which could have a favorable impact on us. Previously, Medicare
coverage for CGM was only available to Medicare patients who take at least three doses of insulin a day, limiting
CGM reimbursement for Medicare beneficiaries with intensive Type 1 and 2 diabetes. The Local Coverage
Determination, or LCD, that CMS released in April 2023 extends Medicare CGM coverage to patients who use any
insulin. Further, the LCD also allows coverage for patients not taking insulin if the patient has a history of
problematic hypoglycemia.
Nevertheless, third-party payors are increasingly attempting to contain healthcare costs by limiting both coverage
and the level of reimbursement of new and existing medical devices, and, as a result, they may be restrictive, or
they may not cover or provide adequate payment for our products. In order to obtain additional reimbursement
arrangements, including under pharmacy benefits, we may have to agree to a net sales price lower than the net
sales price we might charge in other sales channels. Our revenue may be limited by the continuing efforts of
government and third-party payors to contain or reduce the costs of healthcare through various increasingly
sophisticated means, such as leveraging increased competition, increasing eligibility requirements such as second
opinions and other documentation, purchasing in a bundle, or redesigning benefits. In December 2021, CMS
published a final rule expanding the classification of DME under Medicare Parts B & C to include adjunctive CGMs
(i.e., CGMs that do not replace standard blood glucose monitors for treatment decisions) and related supplies. This
final rule expanded coverage of CGMs to include competing devices, which may continue to have a negative impact
on our sales as a result of increased market competition.
In addition, 2025 will bring a new presidential administration, which may shift health policy priorities, including
potential impacts on Medicare coverage and reimbursement. We are unable to predict what effect the current or any
future healthcare reform will have on our business, or the effect these matters will have on our customers. Our
dependence on the commercial success of our current CGM systems makes us particularly susceptible to any cost
containment or reduction efforts. Accordingly, unless government and other third-party payors provide adequate
coverage and reimbursement for our current CGM systems or any future products we may develop, people without
coverage who have diabetes may not use our products. Furthermore, payors are increasingly basing
reimbursement rates on factors such as prior approvals and the effectiveness of the product, clinical outcomes
associated with the product, and any factors that negatively impact the effectiveness or clinical outcomes (or cause
a perception of any such negative impact), such as the results of a clinical trial, a product defect, or a product recall,
which could negatively impact the reimbursement rate. Also, the trends toward managed healthcare in the United
States, which we expect to continue in 2025 and beyond, and legislative efforts intended to reduce the cost of
28

government insurance programs could significantly influence the purchase of healthcare services and products and
may result in lower prices for our products or the exclusion of our products from reimbursement programs.
In many international markets, pricing and profitability of medical devices are subject to government control. We are
susceptible to changes in government-mandated coverage requirements and other controls which could impact
access to and affordability of our products. In the United States, federal and state proposals for similar controls may
continue and/or increase. As we continue to expand internationally, these government controls will have an
increasing effect on our business and results of operations.
Any of the above factors may have a material adverse effect on our ability to increase or maintain our revenue or
otherwise have a material adverse impact on our business, financial condition, and results of operations.
Risks Related to Product Development
The research and development efforts we undertake independently, and in some instances in connection
with our collaborations with third parties, may not result in the development of commercially viable
products, the generation of significant future revenues or adequate profitability.
In order to address the anticipated needs of our customers, pursue new markets for our existing products and any
new products, and to remain competitive, we focus our research and development efforts and strategic third-party
collaboration activities on the enhancement of our current CGM products, the development of next-generation
products and the development of novel technologies and services.
The development of new products, or novel technologies and services and the enhancement of our current CGM
products (including seeking and potentially obtaining new indications for use), is difficult, expensive and time-
consuming and requires significant investment in research and development, intellectual property protection, clinical
trials, regulatory approvals and in obtaining third party reimbursement. The results of our product development and
commercialization efforts may be affected by a range of factors, including our ability to anticipate customer needs,
innovate and develop new products (whether independently or with our partners), determine a feasible or timely
regulatory pathway or approach, and launch those products cost effectively into multiple markets and geographies.
If we are unable to successfully anticipate customer needs, innovate, develop new products and successfully launch
them, we may not be able to generate significant future revenues or profits from these efforts. Failing to timely
launch our new products and any enhancements to our existing products may cause them to become obsolete and
materially and adversely affect our business and financial position.
The development and commercial launch timelines for our products depend a great deal on our ability to achieve
clinical endpoints and satisfy regulatory requirements and to overcome technology challenges, and may be delayed
due to scheduling issues with patients and investigators, requests from institutional review boards, or inquiries from
regulators about our independent and collaborative product development activities, product performance and
manufacturing supply constraints, among other factors. In addition, support of these clinical trials requires significant
resources from employees involved in the production of our products, including research and development,
manufacturing, quality assurance, and clinical and regulatory personnel. Even if our development and clinical trial
efforts appear successful to us and our regulatory submission appears satisfactory to us, the FDA or comparable
international regulator may disagree and may decide not to grant marketing authorization for the products or may
require additional product testing or clinical trials or other data to be developed and submitted before approving the
products, which would result in product launch delays and additional expense. Even if a product receives marketing
authorization from the FDA or comparable international regulator, it may not be accepted in the marketplace by
health care professionals, people with diabetes and those seeking to optimize metabolic health.
In the ordinary course of our business we enter into collaborative arrangements with third parties to expand into new
markets, including with insulin device manufacturers to integrate our CGM technology into the third parties’ insulin
delivery systems. We have also entered into collaborations with several organizations that are currently using, or
are developing, programs for the treatment of Type 2 diabetes that utilize our current CGM systems. As a result of
these relationships, our operating results depend, to some extent, on the ability of our partners to successfully
commercialize their insulin delivery systems or monitoring products. Any factors that may limit our partners’ ability to
achieve widespread adoption of their systems, including competitive pressures, technological breakthroughs for the
treatment or prevention of diabetes, adverse regulatory or legal actions relating to insulin pump products, or
changes in reimbursement rates or policies of third-party payors relating to insulin pumps or similar products, could
have an adverse impact on our operating results.
Many of the companies that we collaborate with are also competitors or potential competitors who may decide to
terminate our collaborative arrangement. In the event of such a termination, we may be required to devote
29

additional resources to product development and commercialization, we may need to cancel some development
programs and we may face increased competition. Additionally, collaborations may not result in the development of
products that achieve commercial success and could be terminated prior to developing any products. Former
collaborators may use the experience and insights they develop in the course of their collaborations with us to
initiate or accelerate their development of products that compete with our products, which may create competitive
disadvantages for us. Accordingly, we cannot provide assurance that any of our collaborations will result in the
successful development of a commercially viable product or result in significant additional future revenues.
Our products may not achieve or maintain market acceptance.
We expect that sales of our CGM systems will account for substantially all of our product revenue for the
foreseeable future. If and when we receive FDA or other regulators’ marketing authorization for, and begin
commercialization of, our next-generation CGM systems, we expect most patients will migrate onto those systems.
In the periods leading up to the launch of new or upgraded versions of our CGM systems, however, our customers’
anticipation of the release of those products may cause them to cancel, change or delay current period purchases
of our current products, which could have a material adverse effect on our business, financial condition and results
of operations.
Notwithstanding our prior experience in marketing and selling our products, we might be unable to successfully
expand the commercialization of our existing products or begin commercialization of our next-generation CGM
systems on a wide-scale for a number of reasons, including the following:
•
our G6 and G7 systems prompt the user to replace the sensor no later than the tenth day, which might
make it expensive for users;
•
widespread market acceptance of our products by health care professionals, people with diabetes and
those seeking to optimize metabolic health will largely depend on our ability to demonstrate their relative
safety, effectiveness, reliability, cost-effectiveness and ease of use;
•
the limited size of our sales force;
•
we may not have sufficient financial or other resources to adequately expand the commercialization
efforts for our products;
•
expanded coverage opportunities for our competitors’ CGM devices and supplies, including coverage for
adjunctive CGMs, increasing competition in the marketplace;
•
our FDA and other regulatory authority marketing application submissions and reviews may be delayed,
or cleared or approved with limited product indications and labeling;
•
we may not be able to manufacture our products in commercial quantities commensurate with demand or
at an acceptable cost;
•
the uncertainties associated with establishing and qualifying new manufacturing facilities;
•
people with diabetes may need to incur the costs of single-point finger stick devices, in addition to our
systems;
•
the relative immaturity of the CGM market internationally, and limited international reimbursement of
CGM systems by third-party payors and government healthcare providers outside the United States;
•
the introduction and market acceptance of competing products and technologies, which may have a
lower cost or price, allow for a convenience improvement and/or allow for improved accuracy and
reliability;
•
the introduction and market acceptance of new drug therapies for the treatment and management of
diabetes and related conditions, including obesity;
•
greater name or brand recognition and more established medical product distribution channels by some
of our competitors;
•
our inability to obtain sufficient quantities of supplies timely and at appropriate quality levels from our
single- or sole-source and other key suppliers;
•
our inability to manufacture products that perform in accordance with expectations of consumers; and
•
rapid technological change may make our technology and our products obsolete.
In addition to the risks outlined above, our G6, G7, Dexcom One, and Stelo systems are more invasive than many
other self-monitored glucose testing systems, including single-point finger stick devices, and people with diabetes
and those seeking to optimize metabolic health may be unwilling to insert a sensor in their body, especially for those
with diabetes if their current diabetes management involves no more than two finger sticks per day. Moreover,
30

people with diabetes and those seeking to optimize metabolic health may not perceive the benefits of CGM and
people with diabetes may be unwilling to change their current treatment regimens. Health care professionals may
not recommend or prescribe our products unless and until (i) there is more long-term clinical evidence to convince
them to alter their existing treatment methods, (ii) there are additional recommendations from prominent physicians
that our products are effective in monitoring glucose levels, (iii) reimbursement or insurance coverage is more
widely available, and (iv) patient out of pocket cost decreases. In addition, market acceptance of our products
internationally by health care professionals and people with diabetes and those seeking to optimize metabolic health
will largely depend on our ability to demonstrate their relative safety, effectiveness, reliability, cost-effectiveness and
ease of use. If we are unable to do so, we may not be able to generate product revenue from our international sales
efforts. We cannot predict when, if ever, healthcare professionals, including physicians, and people with diabetes
and those seeking to optimize metabolic health may adopt more widespread use of CGM systems, including our
systems. We are also aware of the increasing use of GLP-1 products for the treatment of obesity and Type 2
diabetes. While we believe that GLP-1s are a companion product and used in conjunction with our CGM systems,
these treatments could potentially compete with our CGM systems and reduce sales of our products. If our CGM
systems do not achieve and maintain an adequate level of acceptance by people with diabetes, those seeking to
optimize metabolic health, healthcare professionals, including physicians, and third party payors, our future revenue
may be reduced and our business may be harmed.
Risks Related to Manufacturing, Commercial Operations and Commercialization
If our manufacturing capabilities are insufficient to produce an adequate supply of product at appropriate
quality levels, our growth could be limited and our business could be harmed.
Our existing manufacturing facilities are designed to manufacture current and next-generation CGM systems, but
may not be scaled quickly enough to permit us to manufacture one or more of our CGM systems in quantities
sufficient to meet market demand. In the past, we have had difficulty scaling our manufacturing operations to
provide a sufficient supply of product to support market demand and our commercialization efforts. From time to
time, we have also experienced periods of backorder where we have had insufficient supply of our product and, at
times, have had to limit the efforts of our sales force to introduce our products to new customers.
We have recently experienced manufacturing and inventory challenges for G7 that have resulted, and may continue
to result from time to time, in disruptions in our ability to supply certain markets, including in the U.S. and other
countries. While we are currently working to remedy such challenges, we cannot predict when such manufacturing
and inventory challenges will be remedied. If we fail to produce a sufficient amount of our products, our ability to
supply our markets will be compromised and health care providers and people with diabetes’ decisions to use our
products may be negatively impacted. This could lead to loss of sales of and revenues from our products, could
potentially decrease our market share, and/or our business, financial condition, results of operations and growth
prospects could be materially adversely affected.
Moreover, we may not adequately predict the market demand for our products, which may lead us to produce our
products in the quantities we anticipate will be necessary to meet actual market demand. We will need to
adequately predict the market demand for our products, remedy our recent manufacturing challenges, and increase
our manufacturing capacity by a significant factor over the current level to meet or exceed the anticipated market
demand by product. In addition, we may have to modify our manufacturing design, reliability and process for next-
generation products that may hereafter be approved, cleared or otherwise authorized by the applicable regulatory
body and commercialized.
In 2023, we completed the initial phase of construction of our new facility in Malaysia and commenced commercial
manufacturing. We also commenced construction of a new facility in Ireland to scale up manufacturing capacity.
There are technical challenges to increasing manufacturing capacity, including equipment design, automation,
validation and installation, contractor issues and delays, licensing and permitting delays or rejections, materials
procurement, manufacturing site expansion, problems with production yields and quality control and assurance.
Continuing to develop commercial-scale manufacturing facilities will require the investment of substantial additional
funds and the hiring and retention of additional management, quality assurance, quality control and technical
personnel who have the necessary manufacturing experience. Delays in the launch of next-generation products
may result in unanticipated continuing increases in demand for current-generation products (to substitute for the
unavailability of the next-generation products) which, if not adequately prepared for, may result in deficits in our
ability to produce adequate amounts of the prior-generation products to meet demand at appropriate prices.
Our ability to scale manufacturing capacity is subject to numerous risks and uncertainties, and may lead to
variability in product quality or reliability, increased construction timelines, as well as resources required to design,
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install and maintain manufacturing equipment, among others, all of which can lead to unexpected delays in
manufacturing output. In addition, any changes to our manufacturing processes may trigger the need for
submissions or notifications to, and in some cases advance approval from, the FDA or other regulatory authorities
because of the potential impact of changes on our previously cleared, approved and/or authorized devices. Our
facilities are subject to inspections by the FDA and corresponding state and international agencies on an ongoing
basis, and we must comply with Good Manufacturing Practices and the FDA Quality System Regulation, as well as
certain state and local requirements. We may be unable to adequately maintain, develop and expand our
manufacturing process and operations or maintain compliance with FDA and state and international agency
requirements.
If we are unable to manufacture a sufficient supply of our current products or any future products for which we may
receive approval or clearance, maintain control over expenses or otherwise adapt to anticipated growth, or if we
underestimate growth, we may not have the capability to satisfy market demand or our contractual obligations, and
our business will suffer.
Manufacturing difficulties and/or any disruption at our facilities may adversely affect our manufacturing
operations and related product sales, and increase our expenses.
Our products require multiple manufacturing processes and steps. Problems with these manufacturing processes,
which may not be detectable by us in a timely manner, could lead to product defects or manufacturing failures,
resulting in lot failures, product recalls, product liability claims and/or insufficient inventory, any of which could
negatively impact our sales. As further described in the risk factor above, we have recently experienced
manufacturing and inventory challenges that have resulted, and may continue to result from time to time, in
disruptions in our ability to supply certain markets, including in the U.S. and other countries.
In addition, our products are manufactured at certain facilities, with limited alternate facilities. If an event occurs at
one of our facilities that results in damage to, restrictions on the use of, or closure of, one or more of such facilities,
or if our distributions from those facilities are limited or restricted in any way, we may be unable to manufacture the
relevant products at the previous levels or at all. Because of the time required to approve, lease, and build out a
manufacturing facility, an alternate facility and/or a third-party may not be available on a timely basis to replace
production capacity in the event manufacturing capacity is lost.
Additionally, the majority of our operations are conducted at facilities located in San Diego, California, Mesa,
Arizona, and Malaysia. We take precautions to safeguard our facilities, which include manufacturing protocols,
insurance, health and safety protocols, and off-site storage of data. However, a natural or man-made disaster, such
as fire, flood, earthquake, act of terrorism, cyber-attack or other disruptive event, such as a public health
emergency, could cause substantial delays in our operations, damage, destroy or limit our manufacturing
equipment, inventory, or records and cause us to incur additional expenses. Earthquakes are of particular
significance since our manufacturing facilities in California are located in an earthquake-prone area. Wildfires are
also increasingly common in southern California and present risk to our manufacturing operations. Our Arizona
facility may confront water supply issues resulting from the ongoing drought in the Western United States and our
Malaysia facility may confront issues related to its construction on a reclaimed wetland and the political stability of
the Malaysia government. In the event our existing manufacturing facilities or equipment are affected by man-made
or natural disasters, we may be unable to manufacture products for sale or meet customer demands or sales
projections. If our manufacturing operations were curtailed or ceased, it would seriously harm our business. The
insurance we maintain against fires, floods, earthquakes and other natural disasters and similar events may not be
adequate to cover our losses in any particular case.
If we experience manufacturing difficulties or disruptions, or if we fail to remedy our recent manufacturing and
inventory challenges, it could result in insufficient inventory, increased costs, immediate shortages in product or
component supply, and decreased sales, any of which may harm our business.
We depend upon third-party suppliers and outsource to other parties, making us vulnerable to supply
disruptions, suboptimal quality, non-compliance and/or price fluctuations, which could harm our business.
We manufacture the majority of our products and procure important third-party services, such as sterilization
services, at numerous facilities worldwide. We purchase many of the components, materials and services needed to
manufacture these products from numerous suppliers in various countries. We have generally been able to obtain
adequate supplies of such materials, components and services. However, we also rely on single and/or sole
sources for certain components and materials used in manufacturing, such as for the application-specific integrated
circuit that is incorporated into the transmitter and certain polymers used to synthesize the polymeric biointerface
membranes for our products. In some cases, our agreements with these and other suppliers can be terminated by
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either party upon short notice. Our contract manufacturers may also rely on single- or sole-source suppliers to
manufacture some of the components used in our products.
Although we work with our suppliers to try to ensure continuity of supply while maintaining quality, timeliness and
reliability, the supply of these components, materials and services has in some cases been, and may continue to be
impacted, interrupted or insufficient. Our manufacturers and suppliers may also encounter problems during
manufacturing for a variety of reasons. They may fail to follow specific protocols and procedures, fail to comply with
applicable regulations, or be the subject of FDA or other regulatory authority audits or inspections that result in
allegations of non-compliance (for example, resulting in Form 483 Observations, Warning Letters, or other FDA
enforcement actions). Our manufacturers and suppliers may also experience or be impacted by equipment
malfunction, environmental factors, cyber-attacks and public health emergencies, any of which could delay or
impede their ability to meet our demand.
Further, if our sole- or single-source suppliers shift their manufacturing and assembly sites to other locations,
depending on the circumstances and nature of the item supplied, in addition to quality system activities such as
verification and validation, there could be a need for FDA or international regulator notifications or submissions, and
the new locations could be subject to regulatory inspections. If there are regulatory delays or impediments impacting
our suppliers or us for any reason, we may not be able to quickly establish additional or replacement suppliers,
particularly for our single-source components, in part because of the custom nature of various parts we design. Any
interruption or delay in the supply of components or materials, or our inability to obtain components or materials
from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our
customers and cause them to cancel orders or switch to competitive products.
Our reliance on these outside manufacturers and suppliers also subjects us to other risks that could harm our
business, including:
•
we may experience a reduction or interruption in supply, and may not be able to obtain adequate supply
in a timely manner or on commercially reasonable terms from additional or replacement sources;
•
our products are technologically complex and it is difficult to develop alternative supply sources;
•
we are not a major customer of many of our suppliers, and these suppliers may therefore give other
customers’ needs higher priority than ours;
•
our suppliers may make errors in manufacturing components that could negatively affect the quality,
effectiveness or safety of our products or cause delays in shipment of our products;
•
we may have difficulty locating and qualifying alternative suppliers for our single-source supplies;
•
switching components may require product redesign and submission to the FDA or international regulator
of new applications (such as new 510(k) submissions or PMA supplements) which could significantly
delay production;
•
our suppliers manufacture products for a range of customers, and fluctuations in demand for the products
these suppliers manufacture for others may affect their ability to deliver components to us in a timely
manner or at the current pricing;
•
our suppliers may discontinue the production of components that are critical to our products; and
•
our suppliers may encounter financial and/or other hardships unrelated to our demand for components,
including those related to changes in global economic conditions and/or disease outbreaks, which could
inhibit their ability to fulfill our orders and meet our requirements.
We also outsource certain services to other parties, including inside sales, certain transaction processing,
accounting, information technology, manufacturing, and other areas. Outsourcing of services to third parties could
expose us to suboptimal quality of service delivery or deliverables and potentially result in repercussions such as
missed deadlines or other timeliness issues, erroneous data, supply disruptions, non-compliance (including with
applicable legal or regulatory requirements and industry standards) and/or reputational harm, with potential negative
effects on our results.
We also require the suppliers, service providers and business partners of components or services for our products
and related services to comply with law and certain of our policies regarding sourcing practices, but we do not
control them or their practices. If any supplier, service provider or business partner violates laws or implements
unethical practices, there could be disruptions to our supply chain, cancellation of our orders, a termination of the
relationship with the partner or damage to our reputation, and the FDA or other regulators could seek to hold us
responsible for such violations.
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If we are unable to establish and maintain adequate sales, marketing and distribution capabilities and/or
enter into and maintain arrangements with third parties to sell, market and distribute our products, we may
have difficulty achieving market awareness and selling our products in the future.
We must continue to develop and grow our sales and marketing organization and/or enter into partnerships or other
arrangements to market and sell our products and/or collaborate with third parties, including distributors and others,
to market and sell our products to maintain the commercial success of our current products and to achieve
commercial success for any of our future products. In 2024, we launched Stelo in the United States and are
expanding distribution capabilities for its sales. If we are unable to establish and maintain adequate sales, marketing
and distribution capabilities, independently or with others, for our products, our future revenue may be reduced and
our business may be harmed.
Developing and managing a direct sales organization is a difficult, expensive and time-consuming process. To
continue to develop our sales and marketing organization to successfully achieve market awareness and sell our
products, we must:
•
recruit and retain adequate numbers of effective and experienced sales and marketing personnel;
•
effectively train our sales and marketing personnel in the benefits and risks of our products;
•
establish and maintain successful sales, marketing, training and education programs that educate health
care professionals, including endocrinologists, physicians and diabetes educators, so they can
appropriately inform their patients about our products;
•
manage geographically dispersed sales and marketing operations; and
•
effectively train our sales and marketing personnel on the applicable advertising and promotion, and
fraud and abuse laws that govern interactions with healthcare professionals and institutions as well as
current and prospective patients and customers and maintain active oversight and auditing measures to
ensure continued compliance.
We currently employ sales and marketing personnel for the direct sale and marketing of certain of our products in
North America, Asia Pacific, Europe and the Middle East. Our direct sales and marketing team calls on healthcare
providers and people with diabetes throughout the applicable country, to the extent permissible, to raise awareness
and initiate sales of our products. Our sales and marketing organization competes with the experienced, larger and
well-funded marketing and sales operations of our competitors. We may not be able to successfully manage our
dispersed sales force or increase our product sales at acceptable rates.
We have also entered into distribution arrangements to leverage existing distributors (including wholesalers) already
engaged in the distribution of drugs, devices and/or products in the diabetes marketplace. Some of our U.S
distributors are focused on accessing underrepresented regions and or third-party payors that contract exclusively
with distributors in the United States, while some of our international distributors call directly on healthcare providers
and patients to market and sell our products. Because of the competition for their services, we may be unable to
partner with or retain additional qualified distributors. Further, we may not be able to enter into agreements with
distributors on commercially reasonable terms, if at all. Our distributors might not have the resources to continue to
support our recent rapid growth.
Certain of our distribution agreements generated 10% or more of our total revenue during the twelve months ended
December 31, 2024. We cannot guarantee that these relationships will continue or that we will be able to maintain
this volume of sales from these relationships in the future. A substantial decrease or loss of these sales could have
a material adverse effect on our financial results and operating performance.
We have also entered into arrangements with pharmacy organizations in various countries to dispense our products
directly to patients. Because of the competition for their services, we may be unable to enter into new partnerships
or otherwise expand our pharmacy network on commercially reasonable terms, if at all. In addition, we cannot
guarantee that our existing pharmacy relationships will continue, or that we will be able to maintain or increase sales
volume from these relationships in the future.
To the extent that we enter into additional arrangements with third parties to perform sales, marketing, distribution
and billing services, our product margins could be lower than if we directly marketed and sold our products. To the
extent that we enter into co-promotion or other marketing and sales arrangements with other companies, any
revenue received will depend on the skills and efforts of others, and we cannot predict whether these efforts will be
successful.
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If we do not adequately predict market demand or otherwise optimize and operate our distribution channel
successfully, it could result in excess or insufficient inventory or fulfillment capacity, increased costs, immediate
shortages in product or component supply, or harm our business in other ways.
We operate in a highly competitive market and face competition from large, well-established companies
with significant resources, and, as a result, we may not be able to compete effectively.
The market for glucose monitoring devices is intensely competitive, subject to rapid change and significantly
affected by new product introductions and other market activities of industry participants, including enhanced
software capabilities, and related data and IT platforms. Our products are based on our proprietary technology, but a
number of companies and medical researchers are pursuing new technologies for the monitoring of glucose levels.
FDA or other regulatory approval of a commercially viable continuous glucose monitor or sensor produced by one of
our competitors could significantly reduce market acceptance of our systems. In addition, certain development
efforts throughout the diabetes industry, including that of the National Institutes of Health and other supporters of
diabetes research are continually seeking ways to prevent, cure or improve treatment of diabetes. Therefore, our
products may be rendered obsolete by technological breakthroughs in diabetes monitoring, treatment, prevention or
cure.
In selling our G6, G7 and Dexcom One, we compete directly with the Diabetes Care division of Abbott Laboratories;
Medtronic plc’s Diabetes Group; Roche Diabetes Care, a division of Roche Diagnostics; privately-held LifeScan,
Inc.; and Ascensia Diabetes Care, each of which manufactures and markets products for the single-point finger stick
device market. In selling Stelo, we compete directly with the Diabetes Care division of Abbott Laboratories.
Collectively with us, these companies currently account for the majority of the worldwide sales of self-monitored
glucose testing systems. We are also aware of emerging competitors primarily located in China.
Our competitors manufacturing adjunctive CGMs have also recognized expanded Medicare coverage of their CGM
devices and supplies following CMS’ December 2021 final rule expanding the classification of DME under Medicare
Parts B & C to include adjunctive CGMs. These devices now directly compete with our CGM products in the
Medicare market.
Several companies are developing and/or commercializing products for continuous or periodic monitoring of glucose
levels in the interstitial fluid under the skin that compete directly with our products. We have competed with Abbott
for several years and their Libre family of CGM products. Medtronic markets and sells one or more standalone
glucose monitoring products both internationally and in the United States.
Medtronic and other third parties have developed or are developing insulin pumps integrated with CGM systems
that provide, among other things, the ability to suspend insulin administration while the user’s glucose levels are low
and to automate basal and bolus insulin dosing. Likewise, Abbott Diabetes Care has received FDA clearance to
integrate certain versions of their Libre sensors into automated insulin delivery systems and is pursuing such
integrations with third-party insulin delivery devices.
We are also aware of companies outside the traditional medical device sector that are attempting to develop
competitive products and services, including for general health and wellness, or population health. We are also
aware of the increasing use of GLP-1 products for the treatment of obesity and Type 2 diabetes. While we believe
that GLP-1s are a companion product and used in conjunction with our CGM systems, these treatments could
potentially compete with our CGM systems and reduce sales of our products.
Some of the companies developing or marketing competing devices are large and well-known publicly traded
companies, and these companies may possess competitive advantages over us, including:
•
greater name recognition;
•
established relations with healthcare professionals, customers and third-party payors;
•
established distribution networks;
•
additional lines of products, and the ability to bundle products to offer higher discounts or incentives to
gain a competitive advantage;
•
greater experience in conducting research and development, manufacturing, clinical trials, obtaining
regulatory approval for products and marketing approved products;
•
duration of sensor life;
•
the ability to integrate multiple products to provide additional features beyond CGM systems; and
•
greater financial and human resources for product development, manufacturing, sales and marketing,
and patent litigation.
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As a result, we may not be able to compete effectively against these companies or their products, which may
adversely impact our business.
We are subject to risks associated with public health issues, including pandemics, which could have a
material adverse effect on our business, financial condition and results of operations.
We are subject to risks associated with public health issues, such as the previous COVID-19 pandemic, and other
events beyond our control. Public health issues and crises may adversely impact our operations, supply chain and
logistics network if the locations where we operate, manufacture or distribute our products; where our raw materials
or products are sourced, manufactured or distributed; or where our third-party distributors, suppliers and other
service providers operate, are disrupted, temporarily closed or experience worker shortages for a sustained period
of time. In addition, public health issues and crises may adversely impact our customers and/or their businesses
due to lockdowns, labor shortages, lost access to private health insurance plans or modified spending priorities, all
of which could cause a decline in demand for our products. These disruptions could also cause economic
slowdowns or increased economic uncertainty. Any of the forgoing could adversely affect our business, financial
condition and results of operations.
Risks Related to our International Operations
We are subject to a variety of risks due to our international operations that could adversely affect our
business, our operations or profitability and operating results.
Our operations in countries outside the United States, which accounted for approximately 28% of our revenue for
the twelve months ended December 31, 2024, are accompanied by certain financial and other risks. In addition to
our offices with manufacturing and administrative and operations in countries throughout the world, we intend to
continue to pursue growth opportunities in sales outside the United States, especially in Asia and Europe.
Additionally, we may increase our use of administrative and support functions from locations outside the United
States. These business activities could expose us to greater risks associated with our sales and operations.
As we pursue opportunities outside the United States, we may become more exposed to these risks and our ability
to scale our operations effectively may be affected. For example, in 2023, we completed the initial phase of
construction of our new facility in Malaysia and commenced commercial manufacturing. We also are building a new
manufacturing facility in Ireland. Our international expansion efforts, including our new manufacturing facilities in
Malaysia and facility under construction in Ireland, may not be successful and we may experience difficulties in
scaling these functions from locations outside the United States and may not experience the expected cost
efficiencies.
Our profitability and international operations are, and will continue to be, subject to a number of risks and potential
costs, including:
•
local product preferences and product requirements;
•
longer-term receivables than are typical in the United States;
•
fluctuations in foreign currency exchange rates;
•
less intellectual property protection in some countries outside the United States than exists in the United
States;
•
trade protection measures and import and export licensing requirements;
•
workforce instability;
•
fluctuations in trade policy and tariff regulations, including potential higher tariffs on imported goods and
materials and renegotiation of free trade agreements and potential retaliatory tariffs imposed by foreign
countries against U.S. goods; and
•
political and economic instability.
Moreover, the tax laws in which we and our subsidiaries do business could change on a prospective or retroactive
basis, and any such changes could adversely affect our business and financial condition. We have a significant
presence in the European Union, as well as significant sales in the European Union, such that any changes in tax
laws in the European Union could impact our business. The overall impact of such legislation in European Union
member states is uncertain, and our business and financial condition could be adversely affected by any laws
impacting our tax rate.
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While it is impossible for us to predict whether these and other proposals will be implemented, or how they will
ultimately impact us, they may materially impact our results of operations if, for example, our profits earned abroad
are subject to U.S. income tax, or we are otherwise disallowed deductions as a result of these profits.
Changes in foreign currency exchange rates may reduce the reported value of our foreign currency denominated
revenues, expenses, and cash flows. We cannot predict changes in currency exchange rates, the impact of
exchange rate changes, nor the degree to which we will be able to manage the impact of currency exchange rate
changes.
Following a 2016 referendum of voters in the United Kingdom, or the U.K, to exit from the European Union, or the
E.U., the U.K. left the E.U. on January 31, 2020, which began a transition period that ended on December 31, 2020.
In December 2020, the U.K. and E.U. agreed on a trade and cooperation agreement that was ratified by the parties
in May 2021. The agreement sets out certain procedures for approval and recognition of medical products in each
jurisdiction. Any delay in obtaining, or an inability to obtain, any marketing approvals, as a result of the trade and
cooperation agreement or otherwise, could prevent us from marketing our CGM systems in the U.K. and/or the E.U.
and restrict our ability to generate revenue and achieve and sustain profitability. Under the trade and cooperation
agreement, U.K. service suppliers no longer benefit from automatic access to the entire E.U. single market, U.K.
goods no longer benefit from the free movement of goods and there is no longer the free movement of people
between the U.K. and the E.U. Depending on the application of the terms of the trade and cooperation agreement,
we could face new regulatory costs and challenges which could have a material adverse effect on our business,
results of operations, or financial condition.
Laws and regulations governing the export of our products could adversely impact our business.
The U.S. Department of the Treasury’s Office of Foreign Assets Control, and the Bureau of Industry and Security at
the U.S. Department of Commerce, administer certain laws and regulations that restrict U.S. persons and, in some
instances, non-U.S. persons, in conducting activities, and transacting business with or making investments in
certain countries, governments, entities and individuals subject to U.S. economic sanctions. Due to our international
operations, we are subject to such laws and regulations, which are complex, restrict our business dealings with
certain countries and individuals, and are constantly changing. Further restrictions may be enacted, amended,
enforced or interpreted in a manner that materially impacts our operations.
Violations of these regulations are punishable by civil penalties, including fines, denial of export privileges,
injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as
well as criminal fines and imprisonment. We have established procedures designed to assist with our compliance
with such laws and regulations. However, we have only limited experience dealing with these laws and regulations
and we cannot guarantee that our procedures will effectively prevent us from violating these regulations in every
transaction in which we may engage. Any such violation could adversely affect our reputation, business, financial
condition and results of operations.
The failure to comply with U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws in
non-U.S. jurisdictions could materially adversely affect our business and result in civil and/or criminal
sanctions.
The U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar worldwide anti-bribery laws in non-U.S.
jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S.
government officials and, in some instances, other persons for the purpose of obtaining or retaining business.
Because of the predominance of government-sponsored healthcare systems around the world, most of our
customer relationships outside of the United States are with governmental entities and are therefore potentially
subject to such anti-bribery laws. Global enforcement of anti-corruption laws has increased substantially in recent
years, with more frequent voluntary self-disclosures by companies, aggressive investigations and enforcement
proceedings by U.S. and international governmental agencies, and assessment of significant fines and penalties
against companies and individuals. Our international operations create the risk of unauthorized payments or offers
of payments by one of our employees, consultants, sales agents, or distributors, because these parties are not
always subject to our direct oversight and control. It is our policy to implement safeguards to educate our employees
and agents on these legal requirements and discourage improper practices. However, our existing safeguards and
any future improvements may prove to be less than effective, and our employees, consultants, sales agents, or
distributors may engage in conduct for which we might be held responsible. In addition, the government agencies
may seek to hold us liable for successor liability for anti-corruption law violations committed by any companies in
which we invest or that we acquire. Any alleged or actual violations of these regulations may subject us to
government scrutiny, severe criminal or civil sanctions and other liabilities, including exclusion from government
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contracting, and could disrupt our business, and result in a material adverse effect on our business, financial
condition, and results of operations.
Current uncertainty in global economic and political conditions makes it particularly difficult to predict
product demand and other related matters and makes it more likely that our actual results could differ
materially from expectations.
Our operations and performance depend on worldwide economic and political conditions. These conditions have
been adversely impacted by continued global economic uncertainty, political instability and military hostilities in
multiple geographies, concerns over continued sovereign debt, potential recessions, a potential U.S. federal
government shutdown, monetary and financial uncertainties in Europe and other international jurisdictions, and
global health pandemics. These include potential reductions in the overall stability and suitability of the Euro as a
single currency, given the economic and political challenges facing individual Eurozone countries. These conditions
have made and may continue to make it difficult for our customers and potential customers to afford our products,
and could cause our customers to stop using our products or to use them less frequently. If that were to occur, our
revenue may decrease and our performance may be negatively impacted. In addition, the pressure on consumers
to absorb more of their own health care costs has resulted in some cases in higher deductibles and limits on
durable medical equipment, which may cause seasonality in purchasing patterns. Furthermore, during economic
uncertainty, our customers have had job losses and may continue to have issues gaining timely access to sufficient
health insurance or credit, which could result in their unwillingness to purchase products or impair their ability to
make timely payments to us. In addition, a recession, depression or other sustained adverse market event could
materially and adversely affect our access to capital on favorable terms or at all, our business and the value of our
common stock.
We cannot predict the reoccurrence of any economic slowdown or the strength or sustainability of the economic
recovery, worldwide, in the United States, or in our industry. These and other economic factors could have a
material adverse effect on our business, financial condition and results of operations.
Failure to obtain any required regulatory authorization in international jurisdictions will prevent us from
marketing our products abroad.
We conduct limited commercial and marketing efforts in certain international markets in the Asia-Pacific, North
America and Europe, Middle East and Africa regions, with respect to our CGM systems and may seek to market our
products in other regions in the future. Outside the United States, we can market a product only if we receive a
marketing authorization and, in some cases, pricing approval, from the appropriate regulatory authorities. The
marketing authorization procedures vary among countries and can involve additional testing, and the time required
to obtain any required authorization or approval may differ from that required to obtain FDA marketing
authorization(s). International regulatory authorization or approval processes may include all of the risks associated
with obtaining FDA marketing authorization(s) in addition to other risks. We may not obtain international regulatory
authorizations or approvals on a timely basis, if at all. Obtaining a marketing authorization from the FDA does not
ensure authorization or approval by regulatory authorities in other countries will follow, and authorization or approval
by one international regulatory authority does not ensure authorization or approval by regulatory authorities in other
international jurisdictions or by the FDA. In addition, in order to obtain the authorization to market our products in
certain international jurisdictions, in some cases we may need to obtain a Certificate to Foreign Government from
the FDA. The FDA may refuse to issue a Certificate to Foreign Government if significant compliance-related
concerns are identified. As a result, there are a range of factors that could preclude or impede our ability to file for
regulatory approvals or marketing authorizations or to receive necessary approvals or authorizations to
commercialize our products in any market outside the United States on a timely basis, or at all.
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Risks Related to Privacy and Security
We are subject to complex and evolving U.S. and international laws and regulations and other requirements
regarding privacy, data protection, security, and other matters. Many of these laws and regulations are
subject to change and uncertain interpretation, and could result in claims, changes to our business
practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or
otherwise harm our business.
We are subject to a number of international, federal and state laws and regulations protecting the use, disclosure,
and confidentiality of certain patient and consumer health and personal information, including patient records, and
restricting the use and disclosure of that protected information, including state breach notification laws. Some of
these laws include the Health Insurance Portability and Accountability Act of 1996, as amended by the Health
Information Technology for Economic and Clinical Health Act of 2009, or HITECH, the European Union’s General
Data Protection Regulation, or GDPR, the UK Data Protection Act and the UK GDPR, the California Consumer
Privacy Act as amended, or CCPA, and the Washington My Health My Data Act, among others. Various U.S. state
laws and regulations may also require us to notify affected individuals and state regulators in the event of a data
breach involving personal information. Penalties for failure to adequately protect personal information, notify as
required, or provide timely notice vary by jurisdiction. In the U.S., most state data breach notification laws consider
violations to be unfair or deceptive trade practices and give the relevant state attorneys general (“AGs”) the
authority to levy fines or bring enforcement actions. Such AG investigations—which are often time consuming,
expensive, and burdensome—could lead to a resolution agreement, whereby certain obligations are performed and
reports are made to the AG for a period of time, and/or civil penalties. Class action lawsuits against companies
which experience a data breach involving personal information are also common. Additionally, the SEC and many
jurisdictions have enacted or may enact laws and regulations requiring companies to disclose or otherwise provide
notifications regarding data security breaches. For example, the SEC has adopted cybersecurity risk management
and disclosure rules, which require the disclosure of information pertaining to cybersecurity incidents and
cybersecurity risk management, strategy, and governance.
As our customer base grows to include U.S. federal government agencies, we may also need comply with Federal
Risk and Authorization Management Program and Cybersecurity Maturity Model Certification requirements. These
frameworks, in addition to similar laws being enacted by other states and other jurisdictions, impose stringent
cybersecurity standards and potentially significant non-compliance penalties, and involve the expenditure of
significant resources and time and effort to comply. As these laws and regulations continue to develop in the United
States and internationally, we may be required to expend significant time and resources in order to update existing
processes or implement additional mechanisms as necessary to ensure compliance with such laws.
In addition, international data protection, privacy, and other laws and regulations can be more restrictive than those
in the United States. For example, data localization laws in some countries generally mandate that certain types of
data collected in a particular country be stored and/or processed within that country. We may be subject to inquiries,
investigations and audits in Europe and around the world, particularly in the areas of consumer and data protection,
which will arise in the ordinary course of business and may increase in frequency as we continue to grow and
expand our operations. Legislators and regulators may make legal and regulatory changes, or interpret and apply
existing laws, in ways that make our products less useful to our customers, require us to incur substantial costs,
expose us to unanticipated civil or criminal liability, or cause us to change our business practices. These changes or
increased costs could negatively impact our business and results of operations in material ways.
In the ordinary course of our business, we collect and store sensitive data, such as our proprietary business
information and that of our clients, contractors, vendors and others as well as personally identifiable information of
our customers, potential customers, vendors and others, which data may include sensitive information, in our data
centers and on our networks. Our employees, contractor and vendors may also have access to and may use
personal health information in the ordinary course of our business. The secure processing, maintenance and
transmission of this information is critical to our operations. Despite our security measures and business controls,
our information technology and infrastructure may be vulnerable to attacks by hackers (including nation states or
state-sponsored organizations), viruses, malware, breaches due to employee, contractor or vendor error, or
malfeasance or other disruptions or subject to the inadvertent or intentional unauthorized release of information. Any
such occurrence could compromise our networks and the information stored thereon could be accessed, publicly
disclosed, lost or stolen. Any such access, acquisition, disclosure or other loss of information could result in legal
claims or proceedings, and liability under laws that protect the privacy of personal information, including regulatory
penalties, disrupt our operations and the services we provide to our clients or damage our reputation, any of which
could adversely affect our profitability, revenue and competitive position.
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As we grow and expand our administrative, customer, or IT support services, we also utilize the services of
personnel and contractors located outside of the United States to perform certain functions. While we make every
effort to review our applicable contracts and other payor requirements, a local, state, or federal government agency
or one of our customers may find the use of offshore resources to be a violation of a legal or contractual
requirement, which could result in termination of the contractual relationship, penalties, or changes in our business
operations that could adversely affect our business, financial condition, and results of operations. Additionally, while
we have implemented industry standard security measures for offshore access to protected health information and
other personal information, unauthorized access or disclosure of such information by offshore personnel could result
in legal claims or proceedings, and liability under laws that protect the privacy of personal information and may incur
regulatory penalties, disrupt our operations and the services we provide to our clients, damage to our reputation, or
result in the termination of contractual relationships, penalties or the loss of coverage, any of which could adversely
affect our profitability, revenue and competitive position.
Security breaches and other disruptions that compromise our information and expose us to liability could
cause our business and reputation to suffer and could subject us to substantial liabilities.
The HIPAA Security Rule requires covered entities, including Dexcom, and business associates to implement
administrative, physical, and technical safeguards to protect the integrity, confidentiality and availability of protected
health information that is electronically created, received, maintained or transmitted. Covered entities are also
required to report any unauthorized use or disclosure of protected health information that meets the definition of a
breach under the Breach Notification Rule, to affected individuals, OCR and, depending on the number of affected
individuals, the media for the affected market. In addition, HIPAA requires that business associates report breaches
to their covered entity customers.
Violations of HIPAA may result in criminal and civil penalties. The OCR enforces the regulations and performs
compliance audits. In addition to enforcement by OCR, HITECH further authorizes state Attorneys General to bring
civil actions in response to violations of HIPAA that threaten the privacy of state residents. We have adopted breach
notification policies and procedures designed to comply with the applicable requirements set forth in HIPAA. We
follow and maintain a HIPAA compliance plan, which we believe complies with the HIPAA privacy and security
regulations, but there can be no assurance that OCR or other regulators will agree. The HIPAA Rules have and will
continue to impose significant costs on us in order to comply with these standards.
HIPAA establishes a federal “floor” with respect to privacy, security, and breach notification requirements and does
not supersede any state laws insofar as they are broader or more stringent than HIPAA. Numerous state and certain
other federal laws protect the confidentiality of health information and other personal information, including but not
limited to state medical privacy laws, state laws protecting personal information, state data breach notification laws,
state genetic privacy laws, human subjects research laws and federal and state consumer protection laws. These
additional federal and state privacy and security-related laws may be more restrictive than HIPAA and could impose
additional penalties. For example, the Federal Trade Commission uses its consumer protection authority under
Section 5 of the Federal Trade Act to initiate enforcement actions in response to alleged privacy violations and data
breaches, including in the healthcare sector.
Additional data protection laws exist at the state level as well. California enacted the CCPA, which came into effect
January 1, 2020, was amended and expanded by the California Privacy Rights Act (the “CPRA”), which came into
effect January 1, 2023. The CCPA, among other things, creates data privacy obligations for covered companies and
provide privacy rights to California residents, including the right to opt out of certain disclosures of their information.
The CCPA also creates a private right of action with statutory damages for certain data breaches, thereby potentially
increasing risks associated with a data breach. In addition, other states have, or may, enact similar legislation. It
remains unclear what, if any, additional modifications will be made to this legislation or how it will be interpreted. The
effects of the CCPA and other state privacy laws are significant and have required us to modify our data processing
practices, and may cause us to incur substantial costs and expenses to comply, particularly given our base of
operations in California. There are also a number of other legislative proposals worldwide, including in the United
States at both the federal and state level, that could impose additional and potentially conflicting obligations in areas
affecting our business. We expect to incur additional costs to ensure that our data privacy and security policies,
procedures, and activities comply with applicable and evolving legal requirements.
We are also subject to laws and regulations in international countries covering data privacy and other protection of
health and employee information that may be more onerous than corresponding U.S. laws, including in particular
the laws of Europe.
For instance, in the European Union, increasingly stringent data protection and privacy rules that have and will
continue to have substantial impact on the use of patient data across the healthcare industry became effective in
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May 2018. The GDPR applies across the European Union and includes, among other things, a requirement for
prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant
fines for non-compliance. The GDPR fine framework can be up to 20 million euros, or up to 4% of the company’s
total global turnover of the preceding fiscal year, whichever is higher. The GDPR also requires companies
processing personal data of individuals residing in the European Union to comply with EU privacy and data
protection rules, even if the company itself does not have a physical presence in the European Union.
Noncompliance could result in the imposition of fines, penalties, or orders to stop noncompliant activities. Due to the
strong consumer protection aspects of the GDPR, companies subject to its purview are allocating substantial legal
costs to the development of necessary policies and procedures and overall compliance efforts. Data transfer risk
remains a potential issue as certain Data Protection Authorities continue to raise concerns about the transfer of data
to the United States. Though a new framework to permit cross-border transfers - the EU-US Data Privacy
Framework - came into effect in 2023, it may be challenged as well. We expect continued costs associated with
maintaining compliance with GDPR into the future, and these provisions as interpreted by EU agencies and
authorities could negatively impact our business, financial condition and results of operations.
In addition to the laws discussed above, we may see more stringent state and federal privacy legislation in the
future. We cannot predict where new legislation might arise, the scope of such legislation, or the potential impact to
our business and operations.
Cybersecurity risks and cyber incidents could result in the compromise of confidential data or critical data
systems and give rise to potential harm to customers, remediation and other expenses, expose us to
liability under HIPAA, consumer protection laws, or other common law theories, subject us to litigation and
federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our
business and operations.
There are numerous and evolving risks to our cybersecurity and privacy from cyber threat actors. These cyber
threat actors, whether internal of external to Dexcom, are becoming more frequent, sophisticated and coordinated in
their attempts to access data, including, without limitation, malicious software; data privacy breaches by employees,
insiders or others with authorized access; cyber or phishing-attacks; ransomware; attempts to gain unauthorized
access to our data and systems; vendor breaches or supply chain attacks; and other electronic security breaches.
In the ordinary course of business, we collect and store sensitive information on our network, including intellectual
property, proprietary business information and personally identifiable information of individuals, such as our
customers and employees. The secure maintenance of this information and technology is critical to our business
operations. We have implemented and deploy multiple layers of security measures to protect the confidentiality,
integrity and availability of this data and the systems and devices that store and transmit such data. We utilize
security technologies, and our defenses are monitored and routinely tested internally and by external parties.
Despite these efforts, threats from malicious persons and groups, new vulnerabilities and advanced new attacks
against information systems create risk of cybersecurity incidents. These incidents can include, but are not limited
to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information,
corrupting data, or causing operational disruption. Because the techniques used to obtain unauthorized access,
disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of
intrusion, we may be unable to anticipate these incidents or techniques, timely discover them, or implement
adequate preventative measures.
Additionally, in response to the onset of the COVID-19 pandemic, we modified our business practices and initially
implemented telework policies for certain categories of “non-essential” employees to the extent possible. We have
since adopted a hybrid workplace model for our employees. Our hybrid workplace allows us to work together
globally to bring our life-changing products to as many people as possible. This means we have some employees
who work primarily onsite, some who work primarily offsite, and others who flex in and out of the office based on the
needs of the business and the individual. We recognized the need for flexibility in our physical workplace during the
COVID-19 pandemic, but also noted the potential benefits of a hybrid workplace to expand and retain our talent pool
and reduce our real estate needs. The hybrid workplace does, however, introduce additional operational risk,
including increased cybersecurity risk. These cyber risks include, among other risks, increased phishing, malware,
and other cybersecurity attacks, vulnerability to, or disruptions of, our information technology infrastructure and
systems to support remote operations, increased risk of unauthorized access, use or dissemination of confidential
information, limited ability to restore the systems in the event of a systems failure or interruption, greater risk of a
security breach resulting in destruction, alteration or misuse of valuable information, including proprietary business
information and personally identifiable information of individuals, all of which could expose us to risks of data or
financial loss, litigation and liability.
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These threats can come from a variety of sources, including criminal hackers, state-sponsored intrusions, industrial
espionage and malfeasance by employees, contractors, or other insiders. Cyber threats may be generic, or they
may be custom-crafted against our information systems or particular personnel. Over the past several years,
cyberattacks have become more prevalent and much harder to detect and defend against. These threat actors may
be able to penetrate our security measures, breach our information technology systems, misappropriate or
compromise confidential and proprietary information of our company and our customers, cause system disruptions
and shutdowns, or introduce ransomware, malware, or vulnerabilities into our products, systems, and networks or
those of our customers and partners. Our network and storage applications, as well as those of our contractors,
may be vulnerable to cyber-attack, malicious intrusion, malfeasance, loss of data privacy or other significant
disruption and may be subject to unauthorized access by hackers, employees, consultants or other service
providers. In addition, products, hardware, software or applications we develop, or which we procure from third
parties, may contain defects in design or manufacture, security flaws, or other problems that could unexpectedly
compromise information security or the operation of our products. Our third-party vendors may experience security
incidents of varying severity, including but not limited to increased ransomware attacks, network intrusions, and
unauthorized data exfiltration. Targeted cyber-attacks or those that may result from a security incident directed at a
third-party vendor could compromise our services and internal systems, resulting in interruptions, delays, or
cessation of service that could disrupt business operations for us and our customers. Our proactive measures and
remediation efforts may not be successful or timely. Unauthorized parties may also attempt to gain access to our
systems or facilities through fraud, trickery or other forms of deceiving our employees, contractors and temporary
staff.
While we maintain cybersecurity insurance coverage there is no guarantee that it will be sufficient to cover the
financial, legal, business, or reputational losses that may result from an interruption or breach of our systems. Our
cybersecurity insurance includes coverage for a breach event covering expenses for notification, credit monitoring,
investigation, crisis management, public relations and legal advice. Our cybersecurity insurance also provides
coverage in relation to regulatory action defense including oversight, investigations and disclosure obligations as
well as fines and penalties, potential payment card industry fines and penalties and costs related to cyber extortion;
however, damages and claims arising from such incidents may not be covered and/or may exceed the amount of
any coverage and do not cover the time and effort we incur investigating and responding to any incidents, which
may be significant.
We are and may continue to be subject to cybersecurity incidents that bypass our security measures. Such
incidents may impact the integrity, availability or privacy of personal health information or other data subject to
privacy laws or disrupt our information systems, devices or business, including our ability to deliver services to our
customers. As a result, cybersecurity, physical security and the continued development and enhancement of our
controls, processes and practices designed to protect our enterprise, information systems and data from attack,
damage or unauthorized access remain a priority for us. As cyber threats continue to evolve, we may be required to
expend significant additional resources to continue to modify or enhance our protective measures or to investigate
and remediate any cybersecurity vulnerabilities. The occurrence of any of these events could result in:
•
harm to customers;
•
business interruptions and delays;
•
the loss, misappropriation, corruption or unauthorized access of data, confidential information or
intellectual property;
•
litigation, including potential class action litigation, and potential liability under privacy, security and
consumer protection laws or other applicable laws;
•
reputational damage;
•
significant remediation costs, including liability for stolen customer or employee information, repairing
system damage, or providing benefit to affected customers or employees;
•
increase to insurance premiums; and
•
international, federal and state governmental inquiries, violations or sanctions, any of which could have a
material, adverse effect on our financial position and results of operations.
Failure to protect our information technology infrastructure against cyberattacks, network security
breaches, service interruptions, or data corruption could significantly disrupt our operations and adversely
affect our business and operating results.
We rely on information technology and telephone networks and systems, including the Internet, to process and
transmit sensitive electronic information and to manage or support a variety of business processes and activities,
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including sales, billing, customer service, procurement and supply chain, manufacturing, and distribution. We use
enterprise information technology systems to record, process, and summarize financial information and results of
operations for internal reporting purposes and to comply with regulatory financial reporting, legal, and tax
requirements. System failures or outages, including any potential disruptions due to significantly increased global
demand on certain cloud-based systems, or failures to adequately scale our data platforms and architectures
support patient care could compromise our ability to perform these functions in a timely manner, which could harm
our ability to conduct business or delay our financial reporting. Such failures could materially adversely affect our
operating results and financial condition. Our information technology systems, some of which are managed by third
parties, may be susceptible to damage, disruptions or shutdowns due to computer viruses, denial-of-service attacks,
phishing attacks, ransomware or other malware, attacks by computer hackers (including nation states or state-
sponsored organizations), failures during the process of upgrading or replacing software, databases or components
thereof, power outages, hardware failures, telecommunication failures, user errors, natural disasters, terrorist
attacks, the outbreak of wars or other armed conflicts, or catastrophic events. Although we have developed systems
and processes that are designed to protect customer information and prevent data loss and other security breaches,
including systems and processes designed to reduce the impact of a security breach at a third-party vendor, such
measures cannot provide absolute security. In addition, certain countries have implemented or may implement
legislative and technological actions that either do or can effectively regulate access to the internet, including the
ability of internet service providers to limit access to specific websites or content. Other countries have attempted or
are attempting to change or limit the legal protections available to businesses that depend on the internet for the
delivery of their services. If our systems are breached or suffer severe damage, disruption or shutdown and we are
unable to effectively resolve the issues in a timely manner, our business and operating results may significantly
suffer and we may be subject to litigation, government enforcement actions and other actions for which we could
face financial liability and other adverse consequences which may include:
•
additional government oversight of our operations;
•
loss of existing customers;
•
difficulty in attracting new customers;
•
problems in determining product cost estimates and establishing appropriate pricing;
•
difficulty in preventing, detecting, and controlling fraud;
•
disputes with customers, physicians, and other health care professionals;
•
increases in operating expenses, incurrence of expenses, including notification and remediation costs;
•
regulatory fines or penalties;
•
individual actions or class actions for damages;
•
loss of revenues (including through loss of coverage or reimbursement);
•
product development delays;
•
disruption of key business operations; and
•
diversion of attention of management and key information technology resources.
Cyberattacks aimed at accessing our devices, products, and services, or related devices, products, and
services, and modifying or using them in a way inconsistent with our FDA clearances and approvals could
create risks to users.
Medical devices are increasingly connected to the internet, hospital networks, and other medical devices to provide
features that improve healthcare and increase the ability of healthcare providers to treat patients and patients to
manage their conditions. For example, we are pursuing collaborations to enable the connectivity and interoperability
of our current and next-generation sensors and transmitters with third-party patient monitoring products, which may
in turn be connected with the internet, hospital networks and in some cases, other medical devices. These same
features may also increase cybersecurity risks and the risks of unauthorized access and use by third parties. As
such, a cyberattack which intrudes, disrupts, or corrupts our devices, products, and services, or related devices,
products, and services could impact the quality-of-care patients receive or the confidentiality of patient information.
Additionally, modifying or using any such devices, products, or services in a way inconsistent with our FDA
clearances and approvals, which may create risks to users and potential exposure to the company.
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Risks Related to Non-Compliance with Laws, Regulations and Contractual
Requirements and Healthcare Industry Shifts
We conduct business in a heavily regulated industry and if we fail to comply with applicable laws and
government regulations, we could become subject to penalties, be excluded from participation in
government programs, and/or be required to make significant changes to our operations.
The healthcare industry generally, and our business specifically, is subject to extensive international, federal, state
and local laws and regulations, including those relating to:
•
authorizations necessary for the clinical investigation and commercial marketing of products;
•
the pricing of our products and services;
•
the distribution of our products and services;
•
the dispensing of our products;
•
billing for or causing the submission of claims for our products and services;
•
financial relationships with physicians and other referral sources;
•
inducements and courtesies given to physicians and other health care providers and patients;
•
labeling, advertising and promoting products;
•
the characteristics and quality of our products and services;
•
communications with payors and physicians and other healthcare stakeholders;
•
confidentiality, maintenance and security issues associated with medical records and individually
identifiable health and other personal information;
•
medical device adverse event reporting;
•
prohibitions on kickbacks, including the Anti-Kickback Statute and related laws and/or regulations;
•
any scheme to defraud any healthcare benefit program;
•
physician and other healthcare professional payment disclosure requirements;
•
use and disclosure of personal health information;
•
privacy of health information and personal information;
•
data protection and data localization;
•
mobile communications;
•
patient access and non-discrimination;
•
patient consent;
•
false claims; and
•
licensure.
These laws and regulations are extremely complex and, in many cases, still evolving. If our operations are found to
violate any of the international, federal, state or local laws and regulations which govern our activities, we may be
subject to litigation, government enforcement actions, and applicable penalties associated with the violation,
potentially including civil and criminal penalties, damages, fines, exclusion from participation in certain payor
programs or curtailment of our operations. Compliance obligations under these various laws are oftentimes detailed
and onerous, further contributing to the risk that we could be found to be out of compliance with particular
requirements. The risk of being found in violation of these laws and regulations is further increased by the fact that
many of them have not been fully interpreted by the regulatory authorities or the courts, particularly with respect to
new and emerging technologies and remote delivery of services, and their provisions are open to a variety of
interpretations.
The FDA, CMS, OIG, OCR, FTC, Department of Justice, states’ attorneys general and other governmental
authorities actively enforce the laws and regulations discussed above. In the United States, medical device
manufacturers have been the target of numerous government prosecutions and investigations alleging violations of
law, including claims asserting impermissible off-label promotion of medical devices, payments intended to influence
the referral of federal or state healthcare business, and submission of false claims for government reimbursement.
While we make every effort to comply with applicable laws, we cannot rule out the possibility that the government or
other third parties could interpret these laws differently and challenge our practices under one or more of these
laws. This likelihood of allegations of non-compliance is increased by the fact that under certain federal and state
laws applicable to our business, individuals may bring an action on behalf of the government alleging violations of
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such laws, and potentially be awarded a share of any damages or penalties ultimately awarded to the applicable
government body.
The FDA and the FTC share oversight of medical device promotion. The FDA has broad authority over device
marketing (including assessment and oversight of safety and effectiveness) and over FDA-approved “promotional
labeling,” while the FTC has authority over “advertising” for most medical devices (i.e., non-“restricted” devices,
such as ours).
Any action against us alleging a violation of these laws or regulations, even if we successfully defend against it,
could cause us to incur significant legal expenses and divert our management’s time and attention from the
operation of our business, and have a material effect on our business.
As part of our commitment to technological advancement, we have incorporated and will continue to explore and
implement AI-enabled functions into our products and services. We continue to explore how best to leverage and
harness the efficiency and innovation of AI-enabled and AI-empowered technology. In our deployment of AI, we
strive to continually assess its performance and continue to make improvements. AI laws and regulations have
proliferated in the U.S. and globally in recent years, including in 2024. In 2024, there were 60 AI-related regulations
at the U.S. federal and state levels, up from just one in 2016. In 2024 alone, the total number of AI-related
regulations in the U.S. grew by 140%. On January 10, 2025, HHS released its AI Strategic Plan which largely
focuses on promoting trustworthy AI through the FAVES framework (Fair, Appropriate, Valid, Effective, Safe).
Additionally, the EU AI Act went into effect on August 1, 2024, which sets requirements for developers and deployers
of AI systems based on a risk approach and extends its reach to those developers of AI outside of the EU where the
AI product or output is used in the EU. AI regulation is continually evolving at the federal, state and international
level and will continue to require financial and resource investment by us to ensure that AI tools are safe and
effective, operate in a non-discriminatory manner, and comply with applicable legal and regulatory requirements.
In addition, the laws and regulations impacting or affecting our business may change significantly in the future,
which may adversely affect our business. A review of our business by courts or regulatory authorities may result in a
determination that could adversely affect our operations. Also, the regulatory environment applicable to our
business may change in a way that restricts or adversely impacts our operations.
If we or our suppliers or distributors fail to comply with ongoing regulatory requirements, or if we have
unanticipated problems with our products, the products could be subject to restrictions or withdrawal from
the market.
Any product for which we obtain marketing approval, clearance or authorization (and the activities related to its
production, distribution, and promotion, sale, and marketing) will be subject to continual review and periodic
inspections by the FDA and other regulatory bodies, which may include inspection of our manufacturing processes,
complaint handling and adverse event reporting, post-approval clinical data and promotional activities for such
product. The FDA’s Medical Device Reporting, or MDR, regulations require that we report to the FDA any incident in
which our product may have caused or contributed to a death or serious injury, or in which our product
malfunctioned and, if the malfunction were to recur, it would likely cause or contribute to a death or serious injury.
If the FDA determines that there is a reasonable probability that a device intended for human use would cause
serious, adverse health consequences or death, the agency may issue a cease distribution and notification order
and a mandatory recall order. We may also decide to recall a product voluntarily if we find a material deficiency,
including unacceptable risks to health, manufacturing defects, design errors, component failures, labeling defects,
or other issues. Recalls of our products could divert the attention of our management and have an adverse effect on
our reputation, financial condition, and operating results.
We and certain of our suppliers are also required to comply with the FDA’s Quality System Regulation, or QSR, and
other regulations which cover the methods and documentation of the design, testing, production, control, selection
and oversight of suppliers or contractors, quality assurance, labeling, packaging, storage, complaint handling,
shipping and servicing of our products. The FDA may enforce the QSR through announced (through prior
notification) or unannounced inspections.
Compliance with ongoing regulatory requirements can be complex, expensive and time-consuming. Failure by us or
one of our suppliers or distributors to comply with statutes and regulations administered by the FDA, competent
authorities and other regulatory bodies, or failure to take adequate response to any observations, could result in,
among other things, any of the following actions:
•
warning letters or untitled letters that require corrective action;
•
delays in approving, or refusal to approve, our CGM systems;
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•
fines and civil or criminal penalties;
•
unanticipated expenditures;
•
FDA refusal to issue certificates to international governments needed to export our products for sale in
other countries;
•
suspension or withdrawal of clearance or approval by the FDA or other regulatory bodies;
•
product recall or seizure;
•
administrative detention;
•
interruption of production, partial suspension, or complete shutdown of production;
•
interruption of the supply of components from our key component suppliers;
•
operating restrictions;
•
court consent decrees;
•
FDA orders to repair, replace, or refund the cost of devices;
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injunctions; and
•
criminal prosecution.
The potential effect of these events can in some cases be difficult to quantify. If any of these actions were to occur, it
would harm our reputation and cause our product sales and profitability to suffer. In addition, we believe events that
could be classified as reportable events pursuant to MDR regulations are generally underreported by physicians
and users, and any underlying problems could be of a larger magnitude than suggested by the number or types of
MDRs filed by us. Furthermore, our key component suppliers may not currently be or may not continue to be in
compliance with applicable regulatory requirements.
Even if regulatory approval or clearance of a product is granted, the approval or clearance may be subject to
limitations on the indicated uses for which the product may be marketed or contain requirements for costly post-
marketing testing or surveillance to monitor the safety or effectiveness of the product. Later discovery of previously
unknown problems with our products, including software bugs, unanticipated adverse events or adverse events of
unanticipated severity or frequency, manufacturing problems, or failure to comply with regulatory requirements such
as the QSR, MDR reporting, or other post-market requirements may result in restrictions on such products or
manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls (through
corrections or removals), fines, suspension of regulatory approvals, product seizures, injunctions, the imposition of
civil or criminal penalties, or criminal prosecution. In addition, our distributors have rights to create marketing
materials for their sales of our products, and may not adhere to contractual, legal or regulatory limitations that are
imposed on their marketing efforts.
Quality problems could lead to recalls or safety alerts, reputational harm, and could have a material adverse
effect on our business, results of operations, financial condition and cash flows.
Quality is very important to us and our customers due to the serious and costly consequences of product failure,
and our business exposes us to potential product liability risks that are inherent in the design, manufacture, and
marketing of medical devices. Since the first commercial launch of our products in 2006, we have had periodic field
failures related to our products and associated services, including reports of sensor errors, sensor failures, broken
sensors, receiver malfunctions, audible alarms and alert failures, as well as server and transmitter failures. To
comply with the FDA’s medical device reporting requirements, for example, we have filed reports of applicable field
failures. Although we believe we have taken and are taking appropriate action aimed at reducing and/or eliminating
field failures, we may have other product failures in the future. Product or component failures, manufacturing
nonconformances, design defects, off-label use, or inadequate disclosure of product-related risks or product-related
information with respect to our products, if they were to occur, could result in an unsafe condition or injury to, or
death of, a patient. These problems could lead to recalls, corrections or removals of, or issuance of a safety alert
relating to, our products, and could result in product liability claims and lawsuits.
Additionally, the production of our products must occur in a highly controlled and clean environment to minimize
particles and other yield- and quality-limiting contaminants. Weaknesses in process control or minute impurities in
materials may cause a substantial percentage of defective products. If we are not able to maintain stringent quality
controls, or if contamination problems arise, our clinical development and commercialization efforts could be
delayed, which would harm our business and our results of operations.
If we fail to meet any applicable product quality standards and our products are the subject of recalls or safety
alerts, our reputation could be damaged, we could lose customers, our reputation could be harmed and our revenue
and results of operations could decline.
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Potential long-term complications from our current or future products or other CGM systems under
development may not be revealed by our clinical experience to date.
Based on our experience, complications from use of our products may include sensor errors, sensor failures, broken
or detached sensor wires, or skin irritation under the adhesive dressing of the sensor. Inflammation or redness,
swelling, minor infection, and minor bleeding at the sensor insertion site are also possible risks with an individual’s
use of our products. However, if unanticipated long-term side-effects result from the use of our products or other
glucose monitoring systems we have under development, we could be subject to liability and the adoption of our
systems may become more limited. With respect to our G6 systems, our clinical trials have been limited to ten days
of continuous use. It is possible that the data from our clinical studies and trials may not be indicative of long-term
patient outcomes. We cannot assure you that repeated, long-term use would not result in unanticipated adverse
effects, potentially even after the sensor is removed.
We may never receive approval, marketing authorization or clearance from the U.S. FDA and other
governmental agencies to market additional CGM systems, expanded indications for use of current and
future generation CGM systems, future software platforms, or any other products under development.
In March 2018, via the de novo process, the FDA classified the G6 and substantially equivalent devices of this
generic type (i.e., “integrated continuous glucose monitoring systems” or “iCGMs”) into Class II, meaning that going
forward products of this generic type may utilize the 510(k) pathway. Since then we have received 510(k)
clearances for modifications to the G6 and approval for G7. In 2024, the FDA cleared Stelo as an over-the-counter
biosensor designed for adults with prediabetes and Type 2 diabetes who do not use insulin.
Any subsequent modifications of our cleared products that could significantly affect their safety or effectiveness (for
example, a significant change in design or manufacture), or that would constitute a major change in its intended
use, will require us to obtain a new 510(k) clearance or could require a new de novo submission or a PMA. The FDA
requires each manufacturer to make this determination initially, but the FDA may review any such decision and may
disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA
may require the manufacturer to cease marketing and/or recall the modified device until appropriate clearance or
approval is obtained. Under these circumstances, the FDA may also subject a manufacturer to significant regulatory
fines or other penalties.
If future product candidates are not deemed by the FDA to meet the criteria for submission under the 510(k)
pathway, or for down-classification under the de novo process or otherwise, we would need to pursue a PMA. The
PMA process requires us to prove the safety and effectiveness of our systems to the FDA’s satisfaction. This
process can be expensive, prolonged and uncertain, requires detailed and comprehensive scientific and human
clinical data, and may never result in the FDA granting a PMA. The FDA’s de novo classification of our G6 system
under the generic name “integrated continuous glucose monitoring system,” makes it a predicate device for future
510(k) submissions. Complying with this classification requires ongoing compliance with the general controls
required by the federal Food Drug and Cosmetic Act and the special controls specified by the FDA’s G6 order as a
Class II device. Any future system or expanded indications for use of current generation systems will require
approval of the applicable regulatory authorities. In addition, we intend to seek either 510(k) clearances or PMA
approvals for certain changes and modifications to our existing software platform, but cannot predict when, if ever,
those changes and modifications will be approved.
The FDA can refuse to grant a 510(k) clearance or a de novo request for marketing authorization, or delay, limit or
deny approval of a PMA application or supplement for many reasons, including:
•
the system may not be deemed by the FDA to be substantially equivalent to appropriate predicate
devices under the 510(k) pathway;
•
the system may not satisfy the FDA’s safety or effectiveness requirements;
•
the data from pre-clinical studies and clinical trials may be insufficient to support clearance or approval;
•
the manufacturing process or facilities used may not meet applicable requirements; and
•
changes in FDA approval policies or adoption of new regulations may require additional data.
Even if approved or cleared by the FDA or international regulatory agencies, future generations of our CGM
systems, expanded indications for use of current and future generation CGM systems, our software platforms or any
other CGM system under development, may not be cleared or approved for the indications that are necessary or
desirable for successful commercialization. We may not obtain the necessary regulatory approvals or clearances to
market these CGM systems in the United States or outside of the United States. Any delay in, or failure to receive or
maintain, clearance or approval for our products could prevent us from generating revenue from these products.
The uncertain timing of regulatory approvals for future generations of our products could subject our current
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inventory to excess or obsolescence charges, which could have an adverse effect on our business, financial
condition and operating results.
Our failure to comply with laws, regulations and contract requirements relating to reimbursement of health
care goods and services may subject us to penalties and adversely impact our reputation, business,
financial condition and cash flows.
We are subject to laws, regulations and contractual requirements regulating the provision of, and reimbursement for,
health care goods and services in our capacity as a medical device manufacturer. The laws and regulations of
health care goods and services that apply to us, including those described above, are subject to evolving
interpretations and enforcement discretion. We have in place a compliance program, through which we seek to
reduce common industry risks of noncompliance with U.S. federal and state and applicable international laws in
areas such as sales contracts, marketing materials, referral source relationships, programmatic offerings, and billing
practices (among others), monitor for compliance, and address non-compliance if identified. If a governmental
authority were to conclude that we are not in compliance with applicable laws and regulations, we and our officers,
directors and employees could be subject to criminal and civil penalties, as well as administrative sanctions such as
exclusion from participation in federal healthcare programs, including but not limited to Medicare and Medicaid. Any
failure to comply with laws, regulations or contractual requirements relating to reimbursement and health care goods
and services could adversely affect our reputation, business, financial condition and cash flows.
Our products are purchased principally by individual patients, who may be eligible for insurance coverage of their
devices from various third-party payors, such as governmental programs (e.g., Medicare, Medicaid, TRICARE,
other federal and state health benefit plans, and comparable non-U.S. programs), private insurance plans, and
managed care plans. The ability of our customers to obtain appropriate reimbursement for products and services
from third-party payors is critical because it affects which products customers purchase and the prices they are
willing to pay. As a result, our products are subject to regulation regarding quality and cost by the U.S. Department
of Health & Human Services, including CMS, as well as comparable state and non-U.S. agencies responsible for
reimbursement and regulation of health care goods and services. The principal U.S. federal laws relating to
reimbursement include those that prohibit (i) the filing of false or improper claims for federal payment, known as the
federal civil False Claims Act, (ii) unlawful inducements for the referral of items and services reimbursed by Federal
health care programs, known as the federal Anti-Kickback Statute, and (iii) the Civil Monetary Penalties Law,
including its prohibitions on Beneficiary Inducement. Many states have similar laws that apply to reimbursement by
state Medicaid and other government-funded programs, as well as, in some cases, to all payors, including self-pay
patients. Insurance companies can also bring a private cause of action claiming treble damages against a
manufacturer for causing a false claim to be filed under the federal Racketeer Influenced and Corrupt Organizations
Act, or RICO. Additionally, as a manufacturer of FDA-approved or -cleared devices reimbursable by federal
healthcare programs, we are subject to the federal Physician Payments Sunshine Act, which requires us to annually
report certain payments and other transfers of value we make to certain U.S.-licensed health care professionals and
U.S. teaching hospitals, and under an expansion of the law to physician assistants, nurse practitioners, and other
mid-level practitioners.
With respect to the federal Anti-Kickback Statute, Congress and the OIG have established a large number of
statutory exceptions and regulatory safe harbors that protect financial relationships with our customers and referral
sources. An arrangement that fits squarely into an exception or safe harbor will not be deemed to violate the Anti-
Kickback Statute.
We train and educate employees and marketing representatives on the Anti-Kickback Statute and their obligations
thereunder, and we endeavor to comply with the applicable safe harbors. However, some of our arrangements, like
many other common and non-abusive arrangements, may implicate the Anti-Kickback Statute and are not covered
by a safe harbor, but nevertheless we do not believe them to present a significant risk to beneficiaries or federal
healthcare programs and, as such, appear unlikely to invite government scrutiny or prosecution, warrant the
imposition of sanctions, or be found to violate the statute. However, we cannot offer assurance that the government
or a whistleblower would agree with our position that certain arrangements fall within a safe harbor, or that
arrangements that do not squarely meet an exception or safe harbor will not be found to violate the Anti-Kickback
Statute. Allegations of violations of the Anti-Kickback Statute can also trigger liability under the federal Civil
Monetary Penalty Law and federal civil False Claims Act, thereby increasing the penalty structure for these
violations.
During the period in which we directly billed Medicare, our financial relationships with referring physicians and their
immediate family members were required to comply with the federal Physician Self-Referral law, commonly referred
to as the Stark Law, by meeting an applicable exception. Unlike the Anti-Kickback Statute, failure to meet an
exception under the Stark Law results in a violation of the Stark Law, even if such violation is unintentional.
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Violations of the Stark Law create overpayment liability under the federal civil False Claims Act and can also trigger
separate penalties under the Civil Monetary Penalties Law. Knowing violations of the Stark Law carry increased civil
monetary penalties and would likely be classified as the knowing submission of a false claim or knowingly making a
false statement to the government, triggering liability under the federal civil False Claims Act. Certain Stark Law
violations can also trigger exclusion from participation in federal healthcare programs. Historical violations of the
Stark Law, if any, could continue to give rise to liability during the six year statute of limitations period.
Managed care trends and consolidation in the health care industry could have an adverse effect on our
revenues and results of operations.
Private third-party payors and other managed care organizations, such as pharmacy benefit managers, continue to
take action to manage utilization and control costs. Consolidation among managed care organizations has
increased the negotiating power of managed care organizations and other private third-party payors. Private third-
party payors, as well as governments, increasingly employ formularies to control costs by taking into account
discounts in connection with decisions about formulary inclusion or favorable formulary placement. Failure to obtain
or maintain timely adequate pricing or favorable formulary placement for our products, or failure to obtain such
formulary placement at favorable pricing, could adversely impact revenue. Private third-party payors, including self-
insured employers, often implement formularies with co-payment tiers to encourage utilization of certain products
and have also been raising co-payments required from beneficiaries, particularly for higher-cost products. Private
third-party payors also use additional measures such as value-based pricing/contracting to improve their cost-
containment efforts. Private third-party payors also are increasingly imposing utilization management tools, such as
requiring prior authorization or requiring the patient to first fail on a lower-cost product before permitting access to a
higher-cost product.
Many health care industry companies, including health care systems, distributors, manufacturers, providers, and
insurers, are also consolidating or vertically integrating, or have formed strategic alliances. As the health care
industry consolidates, competition to provide goods and services to industry participants may become more intense.
This consolidation will continue to create larger enterprises with greater negotiating power, which they can try to use
to negotiate price concessions or reductions for medical devices and components produced by us.
As the U.S. payor market consolidates further and we face greater pricing pressure from private third-party payors,
who will continue to drive more of their patients to use lower cost alternatives, we may lose customers, our
revenues may decrease and our business, financial condition, results of operations and cash flows may suffer.
If we are unable to successfully complete the pre-clinical studies or clinical trials necessary to support
additional PMA, de novo, or 510(k) applications or supplements, we may be unable to commercialize our
CGM systems under development, which could impair our business, financial condition and operating
results.
To support current and any future additional PMA, 510(k), de novo applications or supplements, we together with
our partners, must successfully complete pre-clinical studies, bench-testing, and in some cases clinical trials that
will demonstrate that the product is safe and effective. Product development, including pre-clinical studies and
clinical trials, is a long, expensive and uncertain process and is subject to delays and failure at any stage.
Furthermore, the data obtained from the studies and trials may be inadequate to support approval of an application
and the FDA may request additional clinical data in support of those applications, which may result in significant
additional clinical expenses and may delay product approvals. While we have in the past obtained, and may in the
future obtain, an investigational device exemption, or IDE, prior to commencing clinical trials for our products, FDA
approval of an IDE application permitting us to conduct testing does not mean that the FDA will consider the data
gathered in the trial to be sufficient to support approval of a PMA, de novo or 510(k) application or supplement, even
if the trial’s intended safety and effectiveness endpoints are achieved.
Changes to the regulatory landscape may impact our ability to obtain marketing authorization for future
product developments.
Development or changes to the FDA or international regulatory approval standards and processes, including both
legal and policy changes, could also delay or prevent the approval of our products submitted for review. For
example, medical device cybersecurity continues to be an area of focus for and evolving guidance from FDA.
Additionally, at the end of 2022, Congress passed the Food and Drug Omnibus Reform Act of 2022, or FDORA
which (among other things), and similarly to the 2022 FDA Guidance, requires device sponsors to submit clinical
trial diversity action plans outlining the goals for increasing representation of participants from racial and ethnic
minority populations that have been underrepresented in clinical trials.
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Any change in the laws or regulations that govern the clearance and approval processes relating to our current and
future products could make it more difficult and costly to obtain clearance or approval for new products, or to
produce, market and distribute existing products. The data contained in our submissions, including data drawn from
our clinical trials, may not be sufficient to support clearance or approval of our products or additional or expanded
indications. Medical device company stock prices have declined significantly in certain circumstances where
companies have failed to meet expectations in regards to the timing of regulatory approval. If the FDA’s response
causes product approval delays, or is not favorable for any of our products, our stock price (and the market price of
our senior convertible notes) could decline substantially. It is uncertain how these potential changes may impact our
ability to gain clearance or approval from FDA for our products in the future.
The commencement or completion of any of our clinical trials may be delayed or halted, or be inadequate to
support approval of FDA marketing applications or supplements, for numerous reasons, including, but not
limited to, the following:
•
the FDA or other regulatory authorities do not approve a clinical trial protocol or a clinical trial, or place a
clinical trial on hold;
•
patients do not enroll in clinical trials at the rate we expect;
•
patients or study site personnel who do not comply with clinical trial protocols;
•
patient follow-up does not occur at the rate we expect;
•
patients experience adverse side effects;
•
patients die during a clinical trial, even though their death may not be related to our products;
•
institutional review boards and third-party clinical investigators may delay or reject our clinical trial
protocol;
•
third-party clinical investigators decline to participate in a trial or do not perform a trial on our anticipated
schedule or consistent with the investigator agreements, clinical trial protocol, good clinical practices or
other FDA or institutional review board requirements;
•
we or third-party organizations do not perform data collection, monitoring or analysis in a timely or
accurate manner or consistent with the clinical trial protocol or investigational or statistical plans;
•
third-party clinical investigators have significant financial interests related to us or the study that the FDA
deems to make the study results unreliable, or we or clinical investigators fail to disclose such interests;
•
regulatory inspections of our clinical trials or manufacturing facilities may results in allegations or findings
of noncompliance and, among other things, require us to undertake corrective action or suspend or
terminate our clinical trials;
•
changes in governmental regulations, policies or administrative actions applicable to our trial protocols;
•
the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or efficacy; and
•
the FDA concludes that the results from our trial and/or trial design are inadequate to demonstrate safety
and effectiveness of the product.
Further, health epidemics could limit or restrict our ability to initiate, conduct or continue our clinical trials. Delays
and disruption in our clinical trials could result in delays for expanded FDA clearance or approval of our products.
The results of pre-clinical studies or other forms of early product testing do not necessarily predict future clinical trial
results, and prior clinical trial results might not be repeated in subsequent clinical trials. Additionally, the FDA may
disagree with our interpretation of the data from our pre-clinical studies, product testing, and clinical trials, or may
find the clinical trial design, conduct or results inadequate to prove safety or effectiveness, and may require us to
pursue the development of additional data, which could further delay the approval of our products. If we are unable
to demonstrate the safety and effectiveness of our products in our clinical trials to the FDA’s satisfaction, where
clinical data are required, we will be unable to obtain regulatory approval to market our products in the United
States. In addition, the data we collect from our current clinical trials, our pre-clinical studies and other clinical trials
may not be sufficient to support FDA approval, even if our endpoints are met.
We may also conduct clinical studies to demonstrate the relative or comparative effectiveness of CGM systems for
the treatment of diabetes. These types of studies, which often require substantial investment and effort, may not
show adequate, or any, clinical benefit or value for the use of CGM systems.
We depend on clinical investigators and clinical sites to enroll patients in our clinical trials and other third
parties to manage the trials and to perform related data collection and analysis, and, as a result, we may
face costs and delays that are outside of our control.
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We rely on clinical investigators and clinical sites to enroll patients in our clinical trials, and other third parties to
manage the trial and to perform related data collection and analysis. However, we may not be able to control the
amount and timing of resources that clinical sites may devote to our clinical trials. If these clinical investigators and
clinical sites fail to enroll a sufficient number of patients in our clinical trials or fail to ensure compliance by patients
with clinical protocols or fail to comply with regulatory requirements, we will be unable to complete these trials,
which could prevent us from obtaining regulatory approvals for our products. Our agreements with clinical
investigators and clinical sites for clinical testing place substantial responsibilities on these parties and, if these
parties fail to perform as expected, our trials could be delayed or terminated. If these clinical investigators, clinical
sites or other third parties do not carry out their contractual duties or obligations or fail to meet expected deadlines,
or if the quality or accuracy of the clinical data they obtain is compromised due to their failure to adhere to our
clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or
terminated, or the clinical data may be rejected by the FDA, and we may be unable to obtain regulatory approval for,
or successfully commercialize, our products.
Health care policy changes, including U.S. health care reform legislation, may have a material adverse
effect on our business.
In response to perceived increases in health care costs in recent years, there have been and continue to be
proposals by the federal government, state governments, regulators, and third-party payors to control these costs
and, more generally, to reform the U.S. health care system. Certain of these proposals could limit the prices we are
able to charge for our products or the amounts of reimbursement available for our products and could limit the
acceptance and availability of our products.
In November 2020, the OIG published a Special Fraud Alert addressing manufacturer Speaker Programs, signaling
both a more narrow government view of AKS compliance with respect to such programs as well as the potential for
increased enforcement in this space by government oversight agencies such as the OIG and DOJ. In March 2022,
the Advanced Medical Technology Association, or AdvaMed, announced revisions to its Code of Ethics on
Interactions with Health Care Professionals, or Code. The revised Code, effective June 2022, addressed concerns
noted in the OIG’s Special Fraud Alert, addressing things like virtual meetings, speaker programs and alcohol at
events. The revised Code also addresses value-based care arrangements. We continue to assess industry
responses to the Special Fraud Alert and have and may continue to make modifications to certain aspects of our
speaker programs, which may have a detrimental impact on our ability to educate healthcare providers about our
products and to promote use of our products, and which may in turn lead to decreased product sales and negatively
impact our business, financial condition and results of operations.
Comprehensive healthcare legislation, signed into law in the United States in March 2010, titled the Patient
Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act
of 2010, collectively, the ACA, imposes certain stringent compliance, recordkeeping, and reporting requirements on
companies in various sectors of the life sciences industry, and enhanced penalties for non-compliance. Despite the
ACA going into effect over a decade ago, there have been numerous legal and Congressional challenges to the
law’s provisions and the effect of certain provisions have made compliance costly.
As 2025 ushers in a new presidential administration, we expect material changes in health policy, enforcement
initiatives, and coverage and reimbursement for health care items and services. As such, our costs to monitor these
changes and respond to new requirements will increase.
We cannot predict what additional new legislation, agency priorities, and rulemaking may be on the horizon as the
United States continue to reassess how it pays for healthcare. As a result, we cannot quantify or predict what impact
any changes might have on our business and results of operations. However, any changes that lower
reimbursement for our products could materially and adversely affect our business, financial condition and results of
operations.
Other legal, regulatory and commercial policy influences are subjecting our industry to significant changes, and we
cannot predict what new regulations or policies will emerge from U.S. federal or state governments, international
governments, or third-party payors. Government and commercial payors may, in the future, consider healthcare
policies and proposals intended to curb rising healthcare costs, including those that could significantly affect
reimbursement for healthcare products such as our systems. These policies have included, and may in the future
include: basing reimbursement policies and rates on clinical outcomes, the comparative effectiveness, and costs, of
different treatment technologies and modalities; imposing price controls and taxes on medical device providers; and
other measures. Future significant changes in the healthcare systems in the United States or elsewhere could also
have a negative impact on the demand for our current and future products. These include changes that may reduce
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reimbursement rates for our products and changes that may be proposed or implemented by the current or future
laws or regulations.
Risks Related to Intellectual Property Protection and Use
We may be subject to claims of infringement or misappropriation of the intellectual property rights of
others, which could prohibit us from shipping affected products, require us to obtain licenses from third
parties or to develop non-infringing alternatives, and subject us to substantial monetary damages and
injunctive relief. We may also be subject to other claims or suits.
Third parties have asserted in the past, and may assert in the future, infringement or misappropriation claims
against us with respect to our current or future products. We are aware of numerous patents issued to third parties
that may relate to aspects of our business, including the design and manufacture of CGM sensors and membranes,
as well as methods for continuous glucose monitoring. Whether a product infringes a patent involves complex legal
and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that we have not
infringed the intellectual property rights of such third parties or others. Our competitors may assert that our CGM
systems or the methods we employ in the use of our systems are covered by U.S. or international patents held by
them. We have in the past settled some such allegations and may need to do so again in the future. This risk is
exacerbated by the fact that there are numerous issued patents and pending patent applications relating to self-
monitored glucose testing systems in the medical technology field. Because patent applications may take years to
issue, there may be applications now pending of which we are unaware that may later result in issued patents that
our products infringe. There could also be existing patents of which we are unaware that one or more components
of our system may inadvertently infringe. As the number of competitors in the market for CGM systems grows, the
possibility of patent infringement by us or a patent infringement claim against us increases. If we are unable to
successfully defend any such claims as they may arise or enter into or extend settlement and license agreements
on acceptable terms or at all, our business operations may be harmed. We have been involved in various patent
infringement actions in the past. For example, we and certain Abbott entities previously served complaints for patent
infringement, validity, and other patent-related actions against each other in multiple jurisdictions, inside and outside
the United States. In December 2024, we entered into a Settlement and License Agreement with Abbott to settle all
pending patent infringement legal proceedings brought by Abbott against us. See “Legal Proceedings” in Part I, Item
3 below for more information.
Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our
financial resources, divert management’s attention from our business and harm our reputation. In addition, if the
relevant patents are upheld as valid and enforceable and we are found to infringe such patents, we could be
prohibited from selling any of our products that is found to infringe unless we could obtain licenses to use the
technology covered by the patent or are able to design around the patent. We may be unable to obtain a license on
terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement. We may be
unable to maintain or renew licenses on terms acceptable to us, if at all, and we may be prohibited from selling any
of our products that required the technology covered by the relevant licensed patents. Even if we are able to
redesign our products to avoid an infringement claim, we may not receive FDA or international regulatory approval
for such changes in a timely manner or at all.
Any adverse determination in litigation or interference proceedings to which we are or may become a party relating
to patents or other intellectual property rights could subject us to significant liabilities to third parties or require us to
seek licenses from other third parties. If we are found to infringe third-party patents, a court could order us to pay
damages to compensate the patent owner for the infringement, such as a reasonable royalty amount and/or profits
lost by the patent owners, along with prejudgment and/or post-judgment interest. Furthermore, if we are found to
willfully infringe third-party patents, we could, in addition to other penalties, be required to pay treble damages; and
if the court finds the case to be exceptional, we may be required to pay attorneys’ fees for the prevailing party. If we
are found to infringe third-party copyrights or trademarks or misappropriate third-party trade secrets, based on the
intellectual property at issue, a court could order us to pay statutory damages, actual damages, or profits, such as
reasonable royalty or lost profits of the owners, unjust enrichment, disgorgement of profits, and/or a reasonable
royalty, and the court could potentially award attorneys’ fees or exemplary or enhanced damages. Although patent
and intellectual property disputes in the medical device area have often been settled through licensing or similar
arrangements, costs associated with such arrangements may be substantial and would likely include ongoing
royalties. We may be unable to obtain necessary intellectual property licenses on satisfactory terms. If we do not
obtain any such necessary licenses, we may not be able to redesign our products to avoid infringement and any
redesign may not receive FDA approval or other requisite marketing authorization in a timely manner or at all.
Adverse determinations in a judicial or administrative proceeding or failure to obtain necessary intellectual property
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licenses could prevent us from manufacturing and selling our products, which would have a significant adverse
impact on our business. If litigation were to be initiated by intellectual property owners, there could significant legal
fees and costs incurred in defending litigation (which may include filing administrative actions to attack the
intellectual property) as well as a potential monetary settlement payment to the owners, even if the matter is
resolved before going to trial. Moreover, the owners may take an overly aggressive approach and/or include multiple
allegations in a single litigation.
In addition, from time to time, we are subject to various claims, complaints and legal actions arising out of the
ordinary course of business, including commercial insurance, product liability or employment-related matters. Also,
from time to time, we may bring claims or initiate lawsuits against various third parties with respect to matters arising
out of the ordinary course of our business, including commercial and employment-related matters. There can be no
assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not
have a material adverse effect on our business, financial condition or results of operations.
Our inability to adequately protect our intellectual property could allow our competitors and others to
produce products based on our technology, which could substantially impair our ability to compete.
Our success and our ability to compete depend, in part, upon our ability to maintain the proprietary nature of our
technologies. We rely on a combination of patent, copyright and trademark law, and trade secrets and
nondisclosure agreements to protect our intellectual property. However, such methods may not be adequate to
protect us or permit us to gain or maintain a competitive advantage. Our patent applications may not issue as
patents in a form that will be advantageous to us, or at all. Our issued patents, and those that may issue in the
future, may be challenged, invalidated or circumvented, which could limit our ability to stop competitors from
marketing related products. In addition, there are numerous recent changes to the patent laws and proposed
changes to the rules of the U.S. Patent and Trademark Office, which may have a significant impact on our ability to
protect our technology and enforce our intellectual property rights.
To protect our proprietary rights, we may in the future need to assert claims of infringement against third parties.
The outcome of litigation to enforce our intellectual property rights in patents, copyrights, trade secrets or
trademarks is highly unpredictable, could result in substantial costs and diversion of resources, and could have a
material adverse effect on our business, financial condition and results of operations regardless of the final outcome
of such litigation. In the event of an adverse judgment, a court could hold that some or all of our asserted intellectual
property rights are not infringed, or are invalid or unenforceable, and could award attorney fees.
Despite our efforts to safeguard our unpatented and unregistered intellectual property rights, we may not succeed in
doing so or the steps taken by us in this regard may not be adequate to detect or deter misappropriation of our
technology or to prevent an unauthorized third party from copying or otherwise obtaining and using our products,
technology or other information that we regard as proprietary. In addition, third parties may be able to design around
our patents. Furthermore, the laws of international countries may not protect our proprietary rights to the same
extent as the laws of the United States.
Litigation Risks
We face the risk of product liability claims and may be subject to damages, fines, penalties and injunctions,
among other things.
Our business exposes us to the risk of product liability claims that is inherent in the testing, manufacturing and
marketing of medical devices, including those which may arise from the misuse (including system hacking or other
unauthorized access by third parties to our systems) or malfunction of, or design flaws in, our products. This liability
may vary based on the FDA classification associated with our devices. Notably, the classification of our G6 and G7
systems as Class II medical devices is likely to weaken our ability to rely on federal preemption of state law claims
that assert liability against us for harms arising from use of those systems. We may be subject to product liability
claims if our products cause, or merely appear to have caused, an injury. Claims may be made by customers,
healthcare providers or others selling our products. The risk of product liability claims may increase given that G6
and G7 do not require confirmatory finger sticks when making treatment decisions or finger stick tests each day for
calibration, although it does require finger stick tests when symptoms do not match readings and when readings are
unavailable. The risk of claims may also increase if our products are subject to a product recall or seizure. An
example of the difficulty of complying with the regulatory requirements associated with the manufacture of our
products, we issued notifications to our customers regarding the audible alarms and alerts associated with our
receivers.
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Although we have insurance at levels that we believe is appropriate, this insurance is subject to deductibles and
coverage limitations. Our current product liability insurance may not continue to be available to us on acceptable
terms, if at all, and, if available, the coverage may not be adequate to protect us against any future product liability
claims. Further, if additional products are approved for marketing, we may seek additional insurance coverage. If we
are unable to obtain insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise
protect against potential product liability claims, we will be exposed to significant liabilities, which may harm our
business. A product liability claim, recall or other claims with respect to uninsured liabilities or for amounts in excess
of insured liabilities could result in significant costs and significant harm to our business.
We may be subject to claims against us even if the apparent injury is due to the actions of others or misuse of the
device or a partner device. Our customers, either on their own or following the advice of their physicians, may use
our products in a manner not described in the products’ labeling and that differs from the manner in which it was
used in clinical studies and approved by the FDA. For example, G6 and G7 are designed to be used by an
individual continuously for up to 10 days, but the individual might be able to circumvent the safeguards designed
into the systems and use the products for longer than 10 days. Off-label use of products by customers is common,
and any such off-label use of our products could subject us to additional liability, or require design changes to limit
this potential off-label use once discovered. In addition, other regulatory agencies may in the future approve similar
diabetes treatment indications. We expect that such diabetes treatment indications could expose us to additional
liability. These liabilities could prevent or interfere with our product commercialization efforts. Defending a suit,
regardless of merit, could be costly, could divert management attention and might result in adverse publicity, which
could result in the withdrawal of, or inability to recruit, clinical trial volunteers or result in reduced acceptance of our
products in the market.
We could become the subject of governmental investigations, claims and litigation.
Healthcare companies are subject to numerous investigations and inquiries by various governmental agencies.
Further, under the False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against
companies that submit false claims for payments to, or improperly retain overpayments from, the government.
Some states have adopted similar state whistleblower and false claims provisions. Depending upon whether the
underlying conduct alleged in such inquiries or investigations could be considered systemic, any resolution of any
such investigations could have a material, adverse effect on our financial position and results of operations.
Governmental agencies and their agents, such as CMS Medicare Administrative Contractors and other CMS
contractors, as well as the OIG, state Medicaid programs, and other state and federal agencies may conduct audits
of our operations, relating to covered items and services including those furnished to beneficiaries, health care
providers and distributors. Commercial and government-funded managed care payors may conduct similar post-
payment audits. Depending on the nature of the conduct found in such audits and whether the underlying conduct
could be considered systemic, the resolution of these audits could have a material adverse effect on our financial
position and results of operations. Our compliance program includes internal audit and monitoring functions
designed to identify potential issues and facilitate remediation as appropriate.
Any future investigations of our executives, our managers or us could result in significant liabilities or penalties to
us, as well as adverse publicity. Even if we are found to have complied with applicable law, the investigation or
litigation may pose a considerable expense and would divert management’s attention, and have a potentially
negative impact on the public’s perception of us, all of which could negatively impact our financial position and
results of operations. Further, should we be found out of compliance with any of these laws, regulations or
programs, depending on the nature of the findings, our business, our financial position and our results of operations
could be negatively impacted.
We may be subject to fines, penalties and injunctions if we are determined to be promoting the use of our
products for unapproved or improper off-label uses or determined to have made claims that are untruthful
or misleading or not adequately substantiated.
Our marketing, promotional and educational materials and practices are subject to FDCA, Federal Trade
Commission Act, and other applicable laws and regulations, as may be amended from time to time. If the FDA, FTC
or other regulatory body with competent jurisdiction over us, our activities or products takes the position that our
marketing, promotional or other materials or activities constitute improper promotion or marketing of an unapproved
or improper use, or that they contain untruthful, misleading, or inadequately substantiated statements or claims,
such regulatory body could request that we modify our materials or practices, or subject us to regulatory
enforcement actions, including the issuance, depending on the regulatory body and the nature of the alleged
violation, of a warning letter, injunction, seizure, civil fine and criminal penalties. It is also possible that other federal,
state or international enforcement authorities might take action if they consider promotional, marketing or other
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materials or activities to constitute improper promotion of an unapproved use, which could result in significant fines
or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. Recent court
decisions have impacted the FDA’s enforcement activity regarding off-label promotion in light of First Amendment
considerations; however, there are still significant risks in this area in part due to the potential False Claims Act
exposure and the FDA’s continued focus on ensuring devices are marketed in a manner consistent with their FDA-
required labeling.
We are not actively promoting our G6 or G7 systems for inpatient use, but if we supply them to such facilities in the
future, this supply could present an increased risk of product liability claims and associated damages should an
adverse event occur. Given that the G6 and G7 systems have not yet been fully evaluated or tested (by us or by the
FDA) to the extent that would be required in standard circumstances for product development and marketing
authorization, there could be unknown or unanticipated risks presented by use in this environment.
In some instances in our advertising and promotion, we may make claims regarding our product as
compared to competing products, which may subject us to heightened regulatory scrutiny, enforcement
risk, and litigation risks.
The FDA applies a heightened level of scrutiny to comparative claims when applying its statutory standards for
advertising and promotion, including with regard to its requirement that promotional labeling be truthful and not
misleading. There is potential for differing interpretations of whether certain communications are consistent with a
product’s FDA-required labeling, and FDA will evaluate communications on a fact-specific basis.
In addition, making comparative claims may draw concerns from our competitors. Where a company makes a claim
in advertising or promotion that its product is superior to the product of a competitor (or that the competitor’s product
is inferior), this creates a risk of a lawsuit by the competitor under federal and state false advertising or unfair and
deceptive trade practices law, and possibly also state libel law. Such a suit may seek injunctive relief against further
advertising, a court order directing corrective advertising, and compensatory and punitive damages where permitted
by law.
Direct-to-consumer marketing and social media efforts may expose us to additional regulatory scrutiny.
Our efforts to promote our products via direct-to-consumer marketing and social media initiatives may subject us to
additional scrutiny of our practices of effective communication of risk information, benefits or claims, under the
oversight of the FDA, FTC, HHS-OCR, or others.
Other Risks Related to Our Business and Financial Condition
We have incurred significant losses in the past and may incur losses in the future.
We have incurred significant operating losses in the past. We have financed our operations primarily through private
and public offerings of equity securities and debt and the sales of our products. We have devoted substantial
resources to:
•
research and development relating to our current and future products;
•
sales and marketing and manufacturing expenses associated with the commercialization of our products;
and
•
expansion of our workforce.
We expect our research and development expenses to increase in connection with our clinical trials and other
development activities related to our products, including our next-generation sensors, transmitters and receivers, as
well as other collaborations. We also expect that our general and administrative expenses will continue to increase
due, among other things, to the additional operational and regulatory burdens applicable to public healthcare and
medical device companies. As a result, it is possible that we could incur operating losses in the future. These
losses, among other things, may have an adverse effect on our stockholders’ equity.
Our success will depend on our ability to attract and retain our personnel and manage our human capital,
while controlling labor costs.
We depend to a significant degree on our senior management, especially Kevin Sayer, our President and Chief
Executive Officer. Our success will depend on our ability to retain our senior management and to attract and retain
qualified personnel in the future, including salespersons, scientists, clinicians, engineers and other highly skilled
personnel. Competition for senior management personnel, as well as salespersons, scientists, clinicians and
engineers, is intense and we may not be able to retain our personnel. The loss of the services of members of our
senior management, scientists, clinicians or engineers could prevent the implementation and completion of our
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objectives, including the commercialization of our current products and the development and introduction of
additional products. The loss of a member of our senior management or our professional staff would require the
remaining executive officers to divert immediate and substantial attention to seeking a replacement.
Each of our officers may terminate their employment at any time without notice and without cause or good reason.
Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain
key employees.
We expect to continue to expand our operations and grow our research and development, manufacturing, sales and
marketing, product development and administrative operations. We expect this expansion to place a significant
strain on our management and it will require hiring a significant number of qualified personnel. Accordingly,
recruiting and retaining such personnel will be critical to our success. There is intense competition from other
companies and research and academic institutions for qualified personnel in the areas of our activities. If we fail to
identify, attract, retain and motivate these skilled personnel, we may be unable to continue our development and
commercialization activities.
We may undertake reorganizations of our workforce, which may result in a temporary reduction in the number of
employees in certain locations. We would undertake a reorganization to reduce operating expenses or achieve
other business objectives, though we cannot guarantee any specific amount of long-term cost savings. Further, the
turnover in our employee base could result in operational and administrative inefficiencies, which could adversely
impact the results of our operations, stock price and customer relationships, and could make recruiting for future
management and other positions more difficult.
We may conduct additional financings to continue the development or commercialization of our current or
future products.
Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend
substantial amounts on commercialization of our products, including growth of our manufacturing capacity, on
research and development, and conducting clinical trials for our future products. Although we raised substantial net
proceeds through the private sale of our convertible notes, we could need funds to continue the commercialization
of our current products and to develop and commercialize future products or pursue other strategic initiatives.
Additional financing may not be available on a timely basis on terms acceptable to us, or at all. Any additional
financing may be dilutive to stockholders or may require us to grant a lender a security interest in our assets. The
amount of funding we may need will depend on many factors, including:
•
the revenue generated by sales of our products and other future products;
•
the costs, timing and risks of delay of additional regulatory approvals;
•
the expenses we incur in manufacturing, developing, selling and marketing our products;
•
our ability to scale our manufacturing operations to meet demand for our current and any future products;
•
the costs to produce our continuous glucose monitoring systems;
•
the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property
rights;
•
the rate of progress and cost of our clinical trials and other development activities;
•
the success of our research and development efforts;
•
the emergence of competing or complementary technologies;
•
the terms and timing of any current or collaborative, licensing and other similar arrangements;
•
the cost of ongoing compliance with legal and regulatory requirements, and third-party payors’ policies;
•
the cost of obtaining and maintaining regulatory or payor clearance or approval for our current or future
products including those integrated with other companies’ products; and
•
the acquisition of business, products and technologies, although we currently have no commitments or
agreements relating to any of these types of transactions.
If adequate funds are not available, we may not be able to commercialize our products at the rate we desire and/or
we may have to delay the development or commercialization of our products or license to third parties the rights to
commercialize products or technologies that we would otherwise seek to commercialize. We also may have to
reduce sales, marketing, customer support or other resources devoted to our products. Any of these factors could
harm our business and financial condition.
Uncollectible uninsured and patient due accounts could adversely affect our results of operations.
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The primary collection risks for our accounts receivable relate to the uninsured patient accounts and patient
accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but
patient responsibility amounts (exclusions, deductibles and copayments) remain outstanding. In addition, as a result
of recent economic conditions, some customers have, and others may, lose access to their private health insurance
plan if they lose their job. As most of our customers rely on third-party payors, including private health insurance
plans, to cover the cost of our products, there has been, and may continue to be, a shift in financial responsibility to
our customers for the amounts previously covered by their primary insurance carrier.
In the event that we are unsuccessful in collecting payments owed by patients, and/or experience increases in the
amount, or deterioration in the collectability, of uninsured and patient due accounts receivable, this could adversely
affect our cash flows and results of operations. We may also be adversely affected by the growth in patient
responsibility accounts, as a result of increases in the adoption of plan structures, due to evolving health care policy
and insurance landscapes that shift greater responsibility for care to individuals through greater exclusions, prior
authorizations, and copayment and deductible amounts.
Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise
affect the profitability of our businesses or the value of our assets.
As changes in our business environment occur we have adjusted, and may further, adjust our business strategies to
meet these changes and we may otherwise decide to further restructure our operations or particular businesses or
assets. Our new organization and strategies may not produce the anticipated benefits, such as supporting our
growth strategies and enhancing shareholder value. Our new organization and strategies could be less successful
than our previous organizational structure and strategies. In addition, external events including changing
technology, changing consumer patterns, acceptance of our products and changes in macroeconomic conditions
may impair the value of our assets. When these changes or events occur, we may incur costs to change our
business strategy and may need to write-down the value of assets. For example, current economic conditions,
including relatively high interest rates, inflation and potential economic slowdowns, as well as our business
decisions, may reduce the value of some of our assets. We also make investments in existing or new businesses,
including investments in the international expansion of our sales efforts and the build-out of our manufacturing
facility in Malaysia and the construction of a new facility in Ireland. Additionally, we also invest in early to late-stage
companies for strategic reasons and to support key business initiatives, and we may not realize a return on our
equity investments. Many such companies generate net losses and the market for their products, services, or
technologies may be slow to develop or never materialize. We are subject to risks associated with our equity
investments including partial or complete loss of invested capital, and significant changes in the fair value of this
portfolio could adversely impact our financial results. Some of these investments may have returns that are negative
or low, the ultimate business prospects of the businesses related to these investments may be uncertain, and these
risks may be exacerbated by current macroeconomic conditions. In any of these events, our costs may increase or
returns on new investments may be lower than prior to the change in strategy or restructuring.
Risks Relating to Our Public Company Status, Tax Laws and Growth Through
Acquisition
We may face risks associated with acquisitions of companies, products and technologies and our business
could be harmed if we are unable to address these risks.
If we are presented with appropriate opportunities, we could acquire or make other investments in complementary
companies, products or technologies. We may not realize the anticipated benefit of our acquisitions, or the
realization of the anticipated benefits may require greater expenditures than anticipated by us. We will likely face
risks, uncertainties and disruptions associated with the integration process, including difficulties in the integration of
the operations and services of any acquired company, integration of acquired technology with our products,
diversion of our management’s attention from other business concerns, the potential loss of key employees or
customers of the acquired businesses and impairment charges if future acquisitions are not as successful as we
originally anticipated. If we fail to successfully integrate other companies, products or technologies that we acquire,
our business could be harmed. Furthermore, we may have to incur debt or issue equity or equity-linked securities to
pay for any future acquisitions or investments, the issuance of which could be dilutive to our existing stockholders.
In addition, our operating results may suffer because of acquisition-related costs, amortization expenses or charges
relating to acquired intangible assets.
Compliance with regulations relating to public company corporate governance matters and reporting may
strain our resources and divert management’s attention.
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Many laws and regulations, notably those adopted in connection with the Sarbanes-Oxley Act of 2002, the Dodd-
Frank Wall Street Reform and Consumer Protection Act, new SEC regulations and The Nasdaq Stock Market listing
rules, impose obligations on public companies, such as ours, which have increased the scope, complexity and cost
of corporate governance, reporting and disclosure practices. Compliance with these laws and regulations, including
enhanced new disclosures, has required and will continue to require substantial management time and oversight
and the incurrence of significant accounting and legal costs. Additionally, changes to existing accounting rules or
standards, such as the potential requirement that U.S. registrants prepare financial statements in accordance with
International Financial Reporting Standards, may adversely impact our reported financial results and business, and
may require us to incur greater accounting fees. These laws, regulations, and standards are subject to varying
interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may
evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing
uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and
governance practices. We intend to continue to invest resources to comply with evolving laws, regulations, and
standards, and this investment may result in increased general and administrative expenses and a diversion of
management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply
with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due
to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against
us and our business may be adversely affected.
We could be subject to changes in our tax rates, new U.S. or international tax legislation or additional tax
liabilities.
We are subject to taxes in the United States and numerous international jurisdictions, where a number of our
subsidiaries are organized. The tax laws in the United States and in other countries in which we and our
subsidiaries do business could change on a prospective or retroactive basis, and any such changes could adversely
affect our business and financial condition. Further, due to economic and political conditions, tax rates in various
jurisdictions may be subject to change. Our effective tax rates could be affected by numerous factors, including
changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax
assets and liabilities, and changes in tax laws or their interpretation, both in and outside the United States, including
as a result of the recent change in presidential administration in the United States.
There is growing pressure in many jurisdictions, including the United States, and from multinational organizations
such as the OECD and the European Union to amend existing international tax rules in order to render them more
responsive to current global business practices. For example, the OECD has published a package of measures for
reform of the international tax rules as a product of its BEPS initiative, which was endorsed by the G20 finance
ministers. Many of the initiatives in the BEPS package require amendments to the domestic tax legislation of
various jurisdictions. Separately, the European Union is asserting that a number of country-specific favorable tax
regimes and rulings in certain member states may violate, or have violated, European Union law, and may require
rebates of some or all of the associated tax benefits to be paid by benefited taxpayers in particular cases. In 2016,
the European Union adopted the “Anti-Tax Avoidance Directive,” which requires European Union member states to
implement measures to prohibit tax avoidance practices, and Germany published the European Union Anti-Tax
Avoidance Directive Implementation Law on June 30, 2021. We have a significant presence in the European Union,
as well as significant sales in the European Union, such that any changes in tax laws in the European Union could
impact our business. The overall impact of such legislation in European Union member states is uncertain, and our
business and financial condition could be adversely affected by any laws impacting our tax rate. The U.S.
government enacted comprehensive tax legislation that included significant changes to the taxation of business
entities. These changes included, among others, (I) a permanent reduction to the corporate income tax rate, (ii) a
partial limitation on the deductibility of business interest expense, (iii) a shift of the U.S. taxation of multinational
corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent
erosion of the U.S. income tax base) and (iv) a one-time tax on accumulated offshore earnings held in cash and
illiquid assets, with the latter taxed at a lower rate.
On October 8, 2021, the OECD announced the OECD/G20 Inclusive Framework on BEPS which agreed to a two-
pillar solution to address tax challenges arising from digitalization of the economy. On December 20, 2021, the
OECD released Pillar Two Model Rules defining the global minimum tax rules, which contemplate a 15% minimum
tax rate. The OECD continues to release additional guidance on these rules and the Framework calls for law
enactment by OECD and G20 members to take effect in 2024 or 2025. These changes, when enacted by various
countries in which we do business, may increase our taxes in these countries. Changes to these and other areas in
relation to international tax reform, including future actions taken by international governments, could increase
uncertainty and may adversely affect our tax rate and cash flow in future years.
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Our tax returns and other tax matters also are subject to examination by the U.S. Internal Revenue Service and
other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting
from these examinations to determine the adequacy of our provision for taxes. We cannot guarantee the outcome of
these examinations. If our effective tax rates were to increase, particularly in the United States, or in other countries
implementing legislation to reform existing tax legislation, including the European Union and Germany, or if the
ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial
condition, operating results and cash flows could be adversely affected.
Our ability to use our net operating losses to offset future taxable income may be subject to certain
limitations which could subject our business to higher tax liability.
Our ability to use our net operating losses, or NOLs, to offset future taxable income may be subject to certain
limitations which could subject our business to higher tax liability. We may be limited in the portion of NOL
carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes,
and federal tax credits to offset federal tax liabilities. Sections 382 and 383 of the Internal Revenue Code of 1986,
as amended, and similar state law provisions, limit the use of NOLs and tax credits after a cumulative change in
corporate ownership of more than 50% occurs within a three-year period. The statutes place a formula limit on how
much NOLs and tax credits a corporation can use in a tax year after a change in ownership. Avoiding an ownership
change is generally beyond our control. Although the ownership changes we experienced in the past have not
prevented us from using all NOLs and tax credits accumulated before such ownership changes, we could
experience another ownership change that might limit our use of NOLs and tax credits in the future. In addition,
realization of deferred tax assets, including net operating loss carryforwards, depends upon our future earnings in
applicable tax jurisdictions. If we have insufficient future taxable income in the applicable tax jurisdiction for any
reason, including any future corporate reorganization or restructuring activities, we may be limited in our ability to
utilize some or all of our net operating losses to offset such income and reduce our tax liability in that jurisdiction.
We utilized the majority of our remaining NOLs by the end of 2021, with the exception of the NOLs limited by
Section 382 of the Internal Revenue Code of 1986. See Note 8 “Income Taxes” to the consolidated financial
statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
There is also a risk that due to regulatory changes or changes to federal or state law, such as suspensions on the
use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable either in
whole or in part to offset future income tax liabilities. For example, under the Coronavirus Aid, Relief, and Economic
Security Act of 2020, or CARES Act, which amended certain provisions of the Tax Cuts and Jobs Act of 2017, or
TCJA, NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may be
carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years
beginning after December 31, 2020 may not be carried back. The TCJA, as amended by the CARES Act, also
provides that NOLs from tax years that began after December 31, 2017 may offset no more than 80% of current
taxable income annually for taxable years beginning after December 31, 2020. Additionally, in June 2024, the State
of California enacted S.B. 167, which suspends the use of NOLs for the tax period from January 1, 2024 to
December 31, 2026 for net business income of $1.0 million or more, as well as limits the utilization of research and
development tax credits to $5.0 million each year. The State of California also passed S.B. 175 to provide for a
potential early sunset of NOLs in either 2025 or 2026 if necessary. See Note 8 “Income Taxes” to the consolidated
financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Risks Related to Our Common Stock
Our stock price is highly volatile and investing in our stock involves a high degree of risk, which could
result in substantial losses for investors.
Historically, the market price of our common stock, like the securities of many other medical products companies,
fluctuates and could continue to be volatile in the future, especially as our business continues to grow and our
business plan continues to evolve. From January 1, 2024 through December 31, 2024, the closing price of our
common stock on the Nasdaq Global Select Market was as high as $140.45 per share and as low as $64.00 per
share.
The market price of our common stock is influenced by many factors that are beyond our control, including the
following:
•
securities analyst coverage or lack of coverage of our common stock or changes in their estimates of our
financial performance;
•
actual or anticipated variations in financial condition and operating results;
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•
future sales of our common stock by our stockholders;
•
investor perception of us and our industry;
•
announcements by us or our competitors of significant agreements, acquisitions, or capital commitments
or product launches or discontinuations;
•
changes in market valuation or earnings of our competitors;
•
material business or financial announcements regarding our partners;
•
general economic conditions;
•
regulatory actions;
•
legislation and political conditions;
•
global health pandemics, such as the COVID-19 pandemic;
•
the consummation of, and anticipated benefits of, our share repurchase programs; and
•
other events or factors, including the ongoing international conflicts, recessions, rising interest rates,
inflation, local and national elections, international currency fluctuations, corruption, political instability
and acts of war or terrorism.
Please also refer to the factors described elsewhere in this “Risk Factors” section. In addition, the stock market in
general has experienced extreme price and volume fluctuations that have often been unrelated and disproportionate
to the operating performance of companies in our industry. These broad market and industry factors may materially
reduce the market price of our common stock, regardless of our operating performance.
Securities class action litigation has often been brought against public companies that experience periods of
volatility in the market prices of their securities. For example, we have pending securities class action litigation and
a derivative action pending against us. Securities class action litigation could result in substantial costs and a
diversion of our management’s attention and resources, which could seriously harm our business.
The issuance of shares by us in the future or sales of shares by our stockholders may cause the market
price of our common stock to drop significantly, even if our business is performing well.
This issuance of shares by us in the future, including by conversion of our senior convertible notes in certain
circumstances, or sales of shares by our stockholders may cause the market price of our common stock to decline,
perhaps significantly, even if our business is performing well. The market price of our common stock could also
decline if there is a perception that sales of our shares are likely to occur in the future. This might also make it more
difficult for us to sell securities in the future at a time and at a price that we deem appropriate. Also, we may issue
securities in connection with future financings and acquisitions, and those shares could dilute the holdings of other
stockholders.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future
earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any
dividends in the foreseeable future and the terms of our credit agreement restrict our ability to declare or pay any
dividends. As a result, stockholders (including holders of our senior convertible notes who receive shares of our
common stock, if any, upon conversion of their notes) may only receive a return on their investment in our common
stock if the market price of our common stock increases.
Anti-takeover effects of our charter documents and Delaware law could make a merger, tender offer or
proxy contest difficult, thereby depressing the trading price of our common stock.
There are provisions in our certificate of incorporation and bylaws, as well as provisions in the Delaware General
Corporation Law, that may discourage, delay or prevent a change of control that might otherwise be beneficial to
stockholders. For example:
•
our Board of Directors may, without stockholder approval, issue shares of preferred stock with special
voting or economic rights;
•
our stockholders do not have cumulative voting rights;
•
a special meeting of stockholders may only be called by a majority of our Board of Directors, upon
direction of the Chairman of our Board of Directors, our Chief Executive Officer, our President or our
Lead Independent Director, or a majority of our Board of Directors;
•
our stockholders may not take action by written consent; and
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•
we require advance notice for nominations for election to the Board of Directors or for proposing matters
that can be acted upon by stockholders at stockholder meetings.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to
enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our bylaws
provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive
forum for resolving any complaint asserting a cause of action arising under the Securities Act, or a Federal Forum
Provision. Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State
of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance
that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal
Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that
suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in
federal court and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder. Neither the exclusive forum provision nor the Federal Forum Provision applies to suits
brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to
enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in
federal court.
Notwithstanding the foregoing, our stockholders will not be deemed to have waived our compliance with the federal
securities laws and the regulations promulgated thereunder.
Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be
deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision.
The exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits
with respect to such claims. Alternatively, if a court were to find the choice of forum provisions contained in our
restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an
action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm
our business, operating results, and financial condition.
Moreover, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change of
control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other
transactions between us and holders of 15% or more of our common stock.
Risks Related to Our Debt
Increasing our financial leverage could affect our operations and profitability.
In June 2023, we entered into the First Amendment to our Second Amended and Restated Credit Agreement, or the
Amended Credit Agreement, with JPMorgan Chase and other syndicate lenders, which amended and restated the
credit agreement, or the Credit Agreement, we had previously entered into in December 2018 and amended in May
2020 and October 2021, respectively. The Amended Credit Agreement is a five-year $200.0 million revolving credit
facility, or the Credit Facility. As of December 31, 2024, we had no outstanding borrowings, $7.7 million in
outstanding letters of credit, and a total available balance of $192.3 million under the Amended Credit Agreement.
Our leverage ratio may affect the availability to us of additional capital resources as well as our operations in several
ways, including:
•
the terms on which credit may be available to us could be less attractive, both in the economic terms of
the credit and the legal covenants;
•
the possible lack of availability of additional credit;
•
the potential for higher levels of interest expense to service or maintain our outstanding debt;
•
the possibility of additional borrowings in the future to repay our indebtedness when it comes due; and
•
the possible diversion of capital resources from other uses.
The Amended Credit Agreement expires in 2026. While we believe we will have the ability to service our debt,
extend the term of the credit agreement, and/or obtain additional resources in the future if and when needed, that
will depend upon our results of operations and financial position at the time, the then-current state of the credit and
financial markets, and other factors that may be beyond our control. Therefore, we cannot give assurances that
sufficient credit will be available on terms that we consider attractive, or at all, if and when necessary or beneficial to
us.
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Failure to comply with covenants in the Amended Credit Agreement could result in our inability to borrow
additional funds and adversely impact our business.
The Amended Credit Agreement imposes numerous financial and other restrictive covenants on our operations,
including covenants relating to our general profitability and our liquidity. As of December 31, 2024, we were in
compliance with the covenants imposed by the Amended Credit Agreement. If we violate these or any other
covenants, any outstanding amounts under the Amended Credit Agreement could become due and payable prior to
their stated maturity dates, each lender could proceed against any collateral in our operating accounts and our
ability to borrow funds in the future may be restricted or eliminated. These restrictions may also limit our ability to
borrow additional funds and pursue other business opportunities or strategies that we would otherwise consider to
be in our best interests.
We have indebtedness in the form of convertible senior notes, which could adversely affect our financial
health and our ability to respond to changes in our business.
In May 2020, we completed an offering of approximately $1.21 billion aggregate principal amount of 0.25% senior
convertible notes due 2025, or 2025 Notes, which offering we refer to as the 2020 Notes Offering. In May 2023, we
completed an offering of approximately $1.25 billion aggregate principal amount of 0.375% senior convertible notes
due 2028, or 2028 Notes, which offering we refer to as the 2023 Notes Offering. We refer to the 2020 Notes Offering
and the 2023 Notes Offering, collectively, as the Notes Offerings, and we refer to the 2025 Notes and the 2028
Notes, collectively, as the Notes. As a result of the Notes Offerings, we incurred $2.46 billion principal amount of
indebtedness, the principal amount of which we may be required to pay at maturity.
Holders of the Notes will have the right to require us to repurchase their notes upon the occurrence of a
fundamental change (as defined in the indenture for each of the Notes) at a purchase price equal to 100% of the
principal amount of the notes to be purchased, plus accrued and unpaid interest, if any. In addition, each indenture
for the Notes provides that we are required to repay amounts due under each indenture in the event that there is an
event of default for the Notes that results in the principal, premium, if any, and interest, if any, becoming due prior to
the maturity date for the Notes. There can be no assurance that we will be able to repay this indebtedness when
due, or that we will be able to refinance this indebtedness on acceptable terms or at all.
Our level of debt may:
•
heighten our vulnerability to adverse general economic conditions and competitive pressures;
•
require us to dedicate a larger portion of our cash flow from operations to interest payments, limiting the
availability of cash for other purposes;
•
limit our flexibility in planning for, or reacting to, changes in our business and industry; and
•
impair our ability to obtain additional financing in the future for working capital, capital expenditures,
acquisitions, general corporate purposes or other purposes.
We cannot be sure that our leverage will not materially and adversely affect our ability to finance our operations or
capital needs or to engage in other business activities. In addition, we cannot be sure that additional financing will
be available when required or, if available, will be on terms satisfactory to us. Further, even if we are able to obtain
additional financing, we may be required to use such proceeds to repay a portion of our debt.
We may be unable to repurchase the Notes upon a fundamental change when required by the holders or
repay prior to maturity any accelerated amounts due under the notes upon an event of default or redeem
the Notes unless specified conditions are met under our Credit Facility, and our future debt may contain
additional limitations on our ability to pay cash upon conversion, repurchase or repayment of the Notes.
Holders of the Notes will have the right to require us to repurchase their Notes upon the occurrence of a
fundamental change at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest, if any, to, but not including, the fundamental change purchase date. In addition, each
indenture for the Notes provides that we are required to repay amounts due under each indenture in the event that
there is an event of default for the Notes that results in the principal, premium, if any, and interest, if any, becoming
due prior to the maturity date for the Notes. In addition, upon conversion of the Notes, unless we elect to deliver
solely shares of our common stock to settle such conversion (other than cash in lieu of any fractional share), we will
be required to make cash payments in respect of the Notes being converted. However, we may not have enough
available cash or be able to obtain financing at the time we are required to repurchase Notes surrendered upon a
fundamental change or repay prior to maturity any accelerated amounts or pay cash for Notes being converted.
In addition, our ability to purchase the Notes or repay prior to maturity any accelerated amounts under the Notes
upon an event of default or pay cash upon conversions of the Notes may be limited by law, by regulatory authority
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or by agreements governing our indebtedness outstanding at the time, including our Credit Facility. Under our Credit
Facility, we are only permitted to use cash to purchase the Notes or repay prior to maturity any accelerated amounts
under the Notes if we meet certain conditions that are defined under the Credit Agreement. We may not meet these
conditions in the future. Our failure to repurchase Notes at a time when the repurchase is required by the respective
indenture (whether upon a fundamental change or otherwise under each indenture) or pay cash payable on future
conversions of the Notes as required by the indenture would constitute a default under each indenture. A default
under each indenture or the fundamental change itself could also lead to a default under agreements governing our
existing or future indebtedness, including our Credit Facility. If the repayment of the related indebtedness were to be
accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the
indebtedness, repurchase the Notes or make cash payments upon conversions thereof.
We may still incur substantially more debt or take other actions which would intensify the risks discussed
above.
We may incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments,
some of which may be secured debt. We are not restricted under the terms of the indentures governing the Notes
from incurring additional debt, securing existing or future debt, recapitalizing our debt, or taking a number of other
actions that are not limited by the terms of the indenture governing the convertible senior notes that could have the
effect of diminishing our ability to make payments on the Notes when due.
The capped call transactions we entered into in connection with the pricing of the 2028 Notes may affect the
value of our 2028 Notes and common stock.
In connection with the pricing of the 2028 Notes, we entered into capped call transactions, or the 2028 Capped
Calls, relating to such 2028 Notes with the option counterparties. The 2028 Capped Calls relating to the 2028 Notes
cover, subject to customary adjustments, the number of shares of our common stock that initially underlie the 2028
Notes. The 2028 Capped Calls are generally expected to reduce the potential dilution to stockholders upon any
conversion of the 2028 Notes, and/or offset any cash payments that we are required to make in excess of the
principal amount upon any conversion of the 2028 Notes, with such reduction and/or offset subject to a cap.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock in
secondary market transactions following the pricing of the 2028 Notes, as applicable, and prior to the maturity of the
2028 Notes (and are likely to do so during any observation period related to a conversion of such Notes or following
any repurchase of such notes by us on any fundamental change repurchase date or otherwise). This activity could
also cause or avoid an increase or a decrease in the market price of our 2028 Notes or common stock, which could
affect a holder’s ability to convert its 2028 Notes and, to the extent the activity occurs during any observation period
related to a conversion of the 2028 Notes, it could affect the amount and value of the consideration that a holder will
receive upon conversion of such 2028 Notes.
The potential effect, if any, of these transactions and activities on the market price of the 2028 Notes or our common
stock will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could
adversely affect the value of 2028 Notes or our common stock (and as a result, the amount and value of the
consideration that a holder would receive upon the conversion of any 2028 Notes) and, under certain
circumstances, a holder’s ability to convert its notes.
We are subject to counterparty risk with respect to the 2028 Capped Calls.
The option counterparties to the 2028 Capped Calls are financial institutions, and we will be subject to the risk that
any or all of them may default under the 2028 Capped Calls. Our exposure to the credit risk of these counterparties
is not secured by any collateral. Recent global economic conditions have resulted in the actual or perceived failure
or financial difficulties of many financial institutions. If a counterparty becomes subject to insolvency proceedings,
we will become an unsecured creditor in those proceedings, with a claim equal to our exposure at that time under
our transactions with that option counterparty. Our exposure will depend on many factors but, generally, an increase
in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In
addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than
we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability
or viability of the counterparties with respect to the 2028 Capped Calls.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our
business to pay our substantial debt.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness,
including the Notes, depends on our future financial condition and operating performance, which is subject to
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economic, financial, competitive and other factors beyond our control. Our business may not continue to generate
cash flow from operations in the future sufficient to satisfy our obligations under the Notes, our existing
indebtedness and any future indebtedness we may incur and to make necessary capital expenditures. We may not
maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any,
and interest on (as well as any cash due upon conversion of) our debt, including the Notes.
If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as
reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity
capital on terms that may be onerous or highly dilutive. These alternative measures may not be successful and may
not permit us to meet our scheduled debt servicing obligations. Further, we may need to refinance all or a portion of
our debt on or before maturity, and our ability to refinance the Notes, existing indebtedness or future indebtedness
will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of
these activities on commercially reasonable terms or at all, which could result in a default on the Notes or our
current and future indebtedness.
Our Amended Credit Agreement imposes restrictions on us that may adversely affect our ability to operate
our business.
Our Amended Credit Agreement contains restrictive covenants relating to our capital raising activities and other
financial and operational matters which may make it more difficult for us to obtain additional capital and to pursue
business opportunities, including potential acquisitions. In addition, our Amended Credit Agreement and the
agreements governing the Notes each contain cross-default provisions whereby a default under one agreement
would likely result in cross defaults under agreements covering other borrowings. For example, the occurrence of a
default with respect to any indebtedness or any failure to repay debt when due in an amount in excess of $50.0
million, in the case of the 2025 Notes, and $50.0 million, in the case of the 2028 Notes, that causes such
indebtedness to become due prior to its scheduled maturity date would cause a cross-default under the indenture
governing the Notes. In addition, the occurrence of a default with respect to any indebtedness or any failure to repay
debt when due in an amount in excess of $25.0 million that causes such indebtedness to become due prior to its
scheduled maturity date would cause a default under our Amended Credit Agreement. The occurrence of a default
under any of these borrowing arrangements would permit the holders of the Notes or the lenders under our
Amended Credit Agreement to declare all amounts outstanding under those borrowing arrangements to be
immediately due and payable. If the Note holders or the trustee under the indenture governing the Notes or the
lenders under our Amended Credit Agreement accelerate the repayment of borrowings, we cannot assure you that
we will have sufficient assets to repay those borrowings.
Conversion of the Notes will, to the extent we deliver shares upon conversion of such Notes, dilute the
ownership interest of existing stockholders, including holders who had previously converted their Notes, or
may otherwise depress our stock price.
The conversion of some or all of the Notes will dilute the ownership interests of existing stockholders to the extent
we deliver shares upon conversion of any of the Notes. Any sales in the public market of the common stock issuable
upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the
existence of the Notes may encourage short selling by market participants because the conversion of the Notes
could be used to satisfy short positions, or anticipated conversion of the Notes into shares of our common stock
could depress our stock price.
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition
and operating results.
In the event the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to
convert the Notes at any time during specified periods at their option. If one or more holders elect to convert their
Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other
than cash in lieu of any fractional share), we would be required to settle a portion or all of our conversion obligation
through the payment of cash, which could adversely affect our liquidity. In addition, even if holders of the Notes do
not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion
of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material
reduction of our net working capital.
The accounting method for convertible debt securities that may be settled in cash, such as the Notes, may
have a material effect on our reported financial results.
If the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert the
Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless
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we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than by paying
cash in lieu of delivering any fractional share), we may settle all or a portion of our conversion obligation in cash,
which could adversely affect our liquidity. In addition, the consideration received upon the unwind or termination of
the capped call transactions may not completely offset, and may be substantially less than, any cash payments in
excess of the principal amount of the Notes we are required to make upon conversion of the Notes. Even if holders
do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a
portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a
material reduction of our net working capital.
The fundamental change repurchase feature of the Notes may delay or prevent an otherwise beneficial
attempt to take over Dexcom.
The terms of the Notes require us to repurchase the Notes in the event of a fundamental change. A takeover of
Dexcom would trigger an option of the holders of the Notes to require us to repurchase the Notes. In addition, if a
make-whole fundamental change occurs prior to the maturity date of the Notes, we will in some cases be required
to increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole
fundamental change. Furthermore, each indenture for the Notes prohibits us from engaging in certain mergers or
acquisitions unless, among other things, the surviving entity assumes our obligations under the notes. These and
other provisions of each indenture may have the effect of delaying or preventing a takeover of Dexcom.
Risks Related to Environmental, Social and Governance Matters
Sustainability (including environmental, social and governance) regulations, policies and provisions could
expose us to numerous risks.
Increasingly, regulators, customers, investors, employees and other stakeholders are focusing on sustainability
matters relating to businesses, including climate change and greenhouse gas emissions, human and civil rights,
and diversity, equity and inclusion. These changing rules, regulations and stakeholder expectations may differ and
conflict, and have resulted in, and are likely to continue to result in, increased general and administrative expenses
and increased management time and attention spent complying with or meeting such regulations and expectations.
Collecting, measuring and reporting sustainability-related data and information is subject to evolving reporting
standards, including state climate-related reporting requirements, the EU’s environmental, social and governance-
related disclosure requirements set forth in the Corporate Sustainability Reporting Directive, and similar proposals
by other international regulatory bodies. We will also be subject to reporting requirements in California covering
disclosure of greenhouse gas emissions data, climate-related financial risks, and details around emissions-related
claims and carbon offsets. If our sustainability-related data, information, processes or reporting are incomplete or
inaccurate, it could result in adverse regulatory consequences and/or our reputation, business, financial
performance and growth could be adversely affected.
Further, a number of governments are considering due diligence procedures to ensure strict compliance with
environmental, labor, and government regulations. For example, the European Union has recently proposed broad
due diligence reporting requirements for all industries operating within Europe. In addition, a number of our
upstream and downstream stakeholders in our value chain have adopted, or may adopt, procurement policies that
include sustainability provisions that their business partners must comply with, or they may seek to include such
provisions in their terms and conditions. An increasing number of participants in the medical device industry are also
joining voluntary sustainability groups or organizations, such as the Responsible Business Alliance. These
sustainability regulations, provisions and initiatives are subject to change, can be unpredictable and conflicting, and
may be difficult, expensive and time consuming for us to comply with, given the complexity of our value chain and
the outsourced manufacturing of certain components of our products. If we are unable to comply, or are unable to
cause our upstream and downstream stakeholders to comply, with such regulations, policies or provisions, it may
impact our ability to do business, or otherwise present barriers to entry, which could harm our reputation, revenue
and results of operations.
Our business could be negatively impacted by evolving expectations and challenges relating to
implementing sustainability (including environmental, social and governance) initiatives, setting
sustainability-related goals, collecting sustainability-related data, and disclosing sustainability-related
information.
We may communicate certain initiatives and, in the future, may communicate goals regarding sustainability-related
matters (including environmental, social and governance) in our SEC filings or in other public disclosures. These
sustainability-related initiatives and goals could be difficult and expensive to implement, the technologies needed to
implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized for
65

the accuracy, adequacy or completeness of the disclosure. Further, statements about our sustainability-related
initiatives and any future sustainability-related goals, and progress against any future sustainability-related goals,
may be based on standards for measuring progress that are still developing, internal controls and processes that
continue to evolve, and assumptions that are subject to change and audit in the future based on evolving standards,
frameworks, and regulations. In addition, we could be criticized for the scope or nature of such initiatives or goals, or
for any revisions to these goals. If our sustainability-related data, processes and reporting are incomplete or
inaccurate, or if we fail to achieve progress with respect to any future sustainability-related goals on a timely basis,
or at all, we could experience adverse regulatory consequences and/or our reputation, business, financial
performance and growth could be adversely affected.
Climate change may have a long-term impact on our business.
While we seek to partner with organizations that mitigate their business risks associated with climate change, we
recognize that there are inherent risks related to climate change wherever business is conducted. Ensuring
business resiliency through mitigating risks related to climate change in the communities where we conduct our
business is a priority, whether for our offices or for our stakeholders. Our manufacturing sites in California, Arizona
and Malaysia and our operations in the Philippines are vulnerable to climate change effects. For example, in
California and Arizona, increasing intensity of droughts throughout the states and annual periods of wildfire danger
increase the probability of planned and unplanned power outages in the communities where we work and live. While
this danger has a low-assessed risk of disrupting normal business operations, it has the potential impact on
employees’ abilities to commute to work or to work from home and stay connected effectively. Climate-related
events, including the increasing frequency of extreme weather events and their impact on the U.S., the Philippines,
Malaysia and other major regions’ critical infrastructure, have the potential to disrupt our business, our third-party
suppliers, and/or the business of our customers, and may cause us to experience higher attrition, losses, and
additional costs to maintain or resume operations.
We may be liable for contamination or other harm caused by materials that we handle, and changes in
environmental regulations could cause us to incur additional expense.
Our research and development and clinical processes involve the handling of potentially harmful biological materials
as well as hazardous materials. We are subject to international and domestic (including federal, state and local)
laws, rules and regulations governing the use, handling, storage and disposal of hazardous and biological materials
and we incur expenses relating to compliance with these laws and regulations. If violations of environmental, health
and safety laws occur, we could be held liable for damages, penalties and costs of remedial actions. These
expenses or this liability could have a significant negative impact on our financial condition. We may violate
environmental, health and safety laws in the future as a result of human error, equipment failure or other causes.
Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks
and penalties associated with violations. We are subject to potentially conflicting and changing regulatory agendas
of political, business and environmental groups. Changes to or restrictions on permitting requirements or processes,
hazardous or biological material storage or handling might require unplanned capital investment or relocation.
Failure to comply with new or existing laws or regulations could harm our business, financial condition and results of
operations.
General Risk Factors
Current uncertainty in domestic and global economic and political conditions makes it particularly difficult
to predict product demand and other related matters and makes it more likely that our actual results could
differ materially from expectations.
Our operations and performance depend on worldwide economic and political conditions. These conditions have
been adversely impacted by continued global economic uncertainty, political instability and military hostilities in
multiple geographies, monetary and financial uncertainties in Europe and other international countries, global health
pandemics, rising interest rates, and domestic and global inflationary trends. These include potential reductions in
the overall stability and suitability of the Euro as a single currency, given the economic and political challenges
facing individual Eurozone countries. These conditions have made and may continue to make it difficult for our
customers and potential customers to afford our products, and could cause our customers to stop using our
products or to use them less frequently. If that were to occur, our revenue may decrease and our performance may
be negatively impacted. We expect continued uncertainty and potential political disputes between countries, which
could have adverse operation and economic impacts on our business.
In addition, the pressure on consumers to absorb more of their own health care costs has resulted in some cases in
higher deductibles and limits on durable medical equipment, which may cause seasonality in purchasing patterns.
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Furthermore, during economic uncertainty, our customers have had job losses and may continue to have issues
gaining timely access to sufficient health insurance or credit, which could result in their unwillingness to purchase
products or impair their ability to make timely payments to us. A recession, depression or other sustained adverse
market event could materially and adversely affect our business and the value of our common stock.
We cannot predict the reoccurrence of any economic slowdown or the strength or sustainability of the economic
recovery, worldwide, in the United States, or in our industry. These and other economic factors could have a
material adverse effect on our business, financial condition and results of operations.
We may be adversely affected by the effects of inflation.
Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by
increasing our overall cost structure. The existence of inflation in the economy has resulted in, and may continue to
result in, higher interest rates and capital costs, supply shortages, increased costs of labor, components,
manufacturing and shipping, as well as weakening exchange rates and other similar effects. As a result of inflation,
we have experienced and may continue to experience cost increases. Although we may take measures to mitigate
the effects of inflation, if these measures are not effective, our business, financial condition, results of operations
and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference
between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is
incurred.
If we are unable to successfully maintain effective internal control over financial reporting, investors may
lose confidence in our reported financial information and our stock price and our business may be
adversely impacted.
As a public company, we are required to maintain internal control over financial reporting and our management is
required to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year.
If we are not successful in maintaining effective internal control over financial reporting, there could be inaccuracies
or omissions in the consolidated financial information we are required to file with the SEC. Additionally, even if there
are no inaccuracies or omissions, we will be required to publicly disclose the conclusion of our management that our
internal control over financial reporting or disclosure controls and procedures are not effective. These events could
cause investors to lose confidence in our reported financial information, adversely impact our stock price, result in
increased costs to remediate any deficiencies, attract regulatory scrutiny or lawsuits that could be costly to resolve
and distract management’s attention, limit our ability to access the capital markets or cause our stock to be delisted
from The Nasdaq Stock Market or any other securities exchange on which it is then listed.
Changes in financial accounting standards or practices or existing taxation rules or practices may cause
adverse unexpected revenue and/or expense fluctuations and affect our reported results of operations.
A change in accounting standards or practices or a change in existing taxation rules or practices can have a
significant effect on our reported results and may even affect our reporting of transactions completed before the
change is effective. New accounting pronouncements and taxation rules and varying interpretations of accounting
pronouncements and taxation practice have occurred and may occur in the future. The method in which we market
and sell our products may have an impact on the manner in which we recognize revenue. In addition, changes to
existing rules or the questioning of current practices may adversely affect our reported financial results or the way
we conduct our business. Additionally, changes to existing accounting rules or standards, such as the potential
requirement that U.S. registrants prepare financial statements in accordance with International Financial Reporting
Standards, may adversely impact our reported financial results and business, and may further require us to incur
greater accounting fees.
If our financial performance fails to meet the expectations of investors and public market analysts, the
market price of our common stock could decline.
Our revenues and operating results may fluctuate significantly from quarter to quarter. We believe that period-to-
period comparisons of our operating results may not be meaningful and should not be relied on as an indication of
our future performance. If quarterly revenues or operating results fall below the expectations of investors or public
market analysts, the trading price of our common stock could decline substantially. In addition to the other risk
factors set forth herein, factors that might cause quarterly fluctuations in our operating results include:
•
our inability to manufacture an adequate supply of product at appropriate quality levels and acceptable
costs;
•
possible delays in our research and development programs or in the completion of any clinical trials;
•
a lack of acceptance of our products in the marketplace by physicians and people with diabetes;
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•
the inability of customers to receive reimbursements from third-party payors;
•
the purchasing patterns of our customers, including as a result of seasonality;
•
failures to comply with regulatory requirements, which could lead to withdrawal of products from the
market;
•
our failure to continue the commercialization of any of our products;
•
competition;
•
inadequate financial and other resources; and
•
global political and economic conditions, political instability and military hostilities.
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ITEM 1B - UNRESOLVED STAFF COMMENTS
None.
ITEM 1C - CYBERSECURITY
Risk Management and Strategy
We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats,
which are integrated into our overall enterprise risk management processes. The processes for assessing,
identifying and managing material risks from cybersecurity threats, including threats associated with our use of third-
party service providers, include identifying the relevant assets that could be affected, determining possible threat
sources and threat events, assessing threats based on their potential likelihood and impact, and identifying controls
that are in place or necessary to manage and/or mitigate such risks.
We have established cybersecurity and privacy programs to maintain the confidentiality, integrity, availability, and
privacy of protected information and ensure compliance with relevant security/privacy regulations, contractual
requirements, and industry-standard frameworks. Our cybersecurity program includes annual review and
assessment by external, independent third parties, who certify and report on these programs. For example, our
Information Security Management System (ISMS) is certified as being in conformity with ISO/IEC 27001 by SRI
Quality System Registrar. We maintain cybersecurity and privacy policies and procedures in accordance with
industry-standard control frameworks and applicable regulations, laws, and standards. All corporate cybersecurity
policies are reviewed and approved by senior leadership at least annually as part of our ISMS.
Our cybersecurity controls, which are the mechanisms in place to prevent, detect and mitigate threats in accordance
with our policies and procedures, are based on the regulatory requirements to which we are subject and are
monitored and tested both internally and externally by third parties at least annually. These controls include regular
system updates and patches, employee training on cybersecurity and privacy requirements, incident reporting, and
the use of encryption to secure sensitive information. In addition, we also regularly perform phishing tests of our
employees and update our training plan at least annually. We maintain business continuity and disaster recovery
capabilities to mitigate interruptions to critical information systems and/or the loss of data and services from the
effects of natural or man-made disasters to Dexcom locations. We also provide annual privacy and security training
for all employees. Our security training incorporates awareness of cyber threats (including but not limited to
malware, ransomware and social engineering attacks), password hygiene, incident reporting process, as well as
physical security best practices.
In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we
have incurred from security incidents were immaterial. As a result, we do not believe that risks from cybersecurity
threats, including as a result of any previous cybersecurity incidents, have materially affected us, our results of
operations and financial condition. However, as discussed under “Risk Factors” in Part I, Item 1A of this Annual
Report, cybersecurity threats pose multiple risks to us, including potentially to our results of operations and financial
condition. See “Risk Factors — Risks Related to Privacy and Security.” As cybersecurity threats become more
frequent, sophisticated and coordinated, it is reasonably likely that we will be required to expend greater resources
as we pursue our strategy of continuously modifying and enhancing our protective measures while developing and
commercializing products that incorporate our CGM technologies and integrate with the insulin delivery systems or
data platforms of our partners. The technology integration and cloud-based depository platforms we continue to
focus on can make us more vulnerable to cybersecurity threats, thereby making our pursuit of such strategies more
costly.
Governance
Our Board of Directors is responsible for exercising oversight of management’s identification and management of,
and planning for, risks from cybersecurity threats. While the full Board has overall responsibility for risk oversight,
the Board has delegated oversight responsibility related to risks from cybersecurity threats to the Board’s
Technology Committee. The Technology Committee reports to the Board as necessary with respect to its activities,
including making such reports and recommendations to the Board and its other committees as necessary and
appropriate and consistent with its purpose, described below.
69

The Technology Committee, comprised of independent Board members, is responsible for reviewing cybersecurity,
privacy, data protection and other major technology risk exposures of the Company, the steps management has
taken to monitor and control such exposures, and the Company’s compliance with applicable cybersecurity and
data privacy laws and industry standards. These reviews are provided at least annually. The Technology Committee
receives management updates and reports, primarily through the Company’s Cybersecurity and Privacy Committee,
a multidisciplinary team responsible for the overall governance, decision-making, risk management, awareness and
compliance for cybersecurity and privacy activities across the Company.
The Cybersecurity and Privacy Committee is co-chaired by our Information Security Officer (ISO), Product Security
Officer (PSO), and Chief Privacy Officer (CPO), and its members include executive officers of the Company,
including our Chief Technology Officer, Chief Financial Officer, Chief Information Officer, and Chief Legal Officer, as
well as representatives from the finance, internal audit, quality, regulatory, and legal teams. Management’s role in
assessing and managing the material risks from cybersecurity threats is accomplished primarily through the
committee.
Members of the Cybersecurity and Privacy Committee have broad ranges of expertise and experience in
information technology and security. Our ISO, a co-chair of the committee, has over fifteen years of experience in
the field of information security management, having previously led security operations and infrastructure and IT
functions for a public university campus and a non-profit organization, and holds several licenses and certifications
relating to information security, including a Certified Information Systems Security Manager from the Information
Systems Audit and Control Association (ISACA), a Certified Information Systems Security Professional (CISSP)
from the International Information Security System Security Certification Consortium (ISC2) and several technical
cybersecurity certifications from the Global Information Assurance Certification (GIAC). Our PSO, also a co-chair of
the committee, has over twenty-five years of previous experience in cyber security architecture and cyber security
management for a number of large Fortune 500 technology companies and holds several certifications including
CISSP from the International Information Security System Security Certification Consortium, C-CISO from EC-
Council, Numerous certifications from Microsoft, CISCO, Juniper, Checkpoint among others and has completed
several advanced GIAC security classes from the SANS Institute.
Our ISO reports directly to our Senior Vice President, Chief Information Officer (CIO), who is a member of the
committee. She has held this role at Dexcom since 2024 and is responsible for global information technology at
Dexcom. Our CIO brings 30 years of diverse strategic and operational experience in IT management, data
engineering, AI, digital, ecommerce, infrastructure modernization and supply chain. Prior to Dexcom, our CIO
served as Senior Vice President, Chief Information Officer at Bausch + Lomb. Additionally, our CIO has held
transformational roles at Johnson & Johnson, Bristol Myers Squibb, American Standard and Price Waterhouse
Coopers. She holds a Bachelor of Science degree in Economics and Management Information Systems from the
University of Delaware. Our Executive Vice President, Chief Technology Officer (CTO) is also a member of the
committee. Our CTO has held this role since 2022 and has 25 years of experience spanning consumer electronics,
data storage, IoT and broadband industries. From 2011 to 2022 he worked at Technicolor (now known as Vantiva),
most recently serving as Chief Technology Officer and General Manager of the Broadband Business Division. In
addition to an MBA, he holds a Master of Science in Mechanical Engineering and a Bachelor of Mechanical
Engineering.
The prevention, detection, mitigation and remediation of cybersecurity incidents at Dexcom is accomplished
pursuant to various policies, procedures and processes, including incident response plans and the cybersecurity
and privacy programs and controls described above under “Risk Management and Strategy.” These measures
include escalation protocols through which the Cybersecurity and Privacy Committee is informed about
cybersecurity and incidents by our ISO and PSO, who are informed through our business units. As described above,
members of the Cybersecurity and Privacy Committee provide updates to the Technology Committee of the Board
on a regular basis, and the full Board receives updates from the Technology Committee. In addition, there are
protocols in place for immediate escalation in the event of any cybersecurity issues or developments that may
require consideration between regularly scheduled Technology Committee or Board meetings.
70

ITEM 2 - PROPERTIES
We lease real property to support our business, including manufacturing, research and development, sales,
marketing and administration. We believe our facilities are suitable and adequate for our current and near-term
needs, and that we will be able to locate additional facilities as needed. The following table sets forth the locations
of our manufacturing facilities:
Location
Lease Expiration Dates
San Diego, California
2028 (1)
Mesa, Arizona
2030 (2)
Penang, Malaysia
2082 (3)
Athenry, Ireland
3023 (4)
(1) Excludes a renewal that would be at our option to extend the term of a lease expiring in 2028 for one additional three to
five-year term.
(2) Excludes renewals that would be at our option to extend the term of a lease expiring in 2028 for four additional five-year
terms and also excludes renewals that would be at our option to extend the term of a lease expiring in 2030 for two
additional five-year terms.
(3) Represents 60-year land leases with the state authority expiring at varying dates through 2082.
(4) Represents a 999-year land lease with the Industrial Development Agency of Ireland.
Our headquarters, research and development, and certain of our manufacturing operations are located in San
Diego, California. In addition, the construction of a new manufacturing facility in Athenry, Ireland is underway. We
also lease various manufacturing, administrative, warehouse and customer support real properties throughout the
world.
As of December 31, 2024, we had approximately 80,600 square feet of laboratory space and approximately
159,600 square feet of controlled environment rooms.
ITEM 3 - LEGAL PROCEEDINGS
We are subject to various claims, complaints and legal actions that arise from time to time in the normal course of
business, including commercial insurance, product liability, intellectual property and employment related matters. In
addition, from time to time we may bring claims or initiate lawsuits against various third parties with respect to
matters arising out of the ordinary course of our business, including commercial and employment related matters.
Litigation and Settlement with Abbott
From June 2021 through December 2024, we and certain Abbott Diabetes Care, Inc. (“Abbott”) entities served
patent infringement complaints against each other in multiple jurisdictions against certain continuous glucose
monitoring products of each company.
In June 2021, we initiated patent infringement litigation against Abbott in the United States (U.S.D.C., Western
District of Texas) and Germany (National Court (“N.C.”) in Mannheim). In May 2023, we filed additional patent
infringement actions in Germany (N.C. in Munich). In July and August 2023, we initiated patent infringement
litigation in the United Patent Court (“UPC”) (Paris & Munich) and in Spain (Commercial Courts of Barcelona).
In October and November 2023, we initiated patent infringement litigation in Germany (N.C. in Munich) and in the
UPC (Paris & Munich). In January 2024, we initiated patent infringement litigation in Germany (N.C. in Hamburg).
In July 2021, one day after we initiated litigation in the U.S.D.C., Western District of Texas, Abbott initiated patent
infringement litigation against Dexcom in the United States (U.S.D.C., Delaware (“D1”)). Shortly thereafter, Abbott
filed additional patent infringement litigation actions in the United Kingdom (Business and Property Courts of
England and Wales) and Germany (N.C. in Mannheim and Dusseldorf).
In response to the lawsuits initiated by Abbott in the United Kingdom, Dexcom also filed patent infringement
counterclaims in the Business and Property Courts of England and Wales. Three trials on liability were conducted in
the United Kingdom. On October 18, 2023 and June 28, 2024, judgment was handed down in favor of Dexcom,
finding the Abbott patents to be invalid and not infringed. On January 15, 2024, judgment was handed down
invalidating both Abbott and Dexcom’s patents.
71

In December 2021, Abbott filed a breach of contract lawsuit against Dexcom in the United States (U.S.D.C., District
of Delaware) alleging that Dexcom breached the parties’ Settlement and License Agreement dated July 2, 2014
(“SLA”). The U.S.D.C., District of Delaware consolidated Abbott’s breach of contract lawsuit with Dexcom’s patent
infringement lawsuit which had been transferred from the U.S.D.C., Western District of Texas (“D3”). Dexcom
asserted counterclaims that Abbott also breached the SLA. A jury trial on Abbott’s breach of contract claims
commenced on July 10, 2023. On July 14, 2023, the jury verdict determined that Abbott was not licensed to thirteen
claims of certain Dexcom patents and that Abbott was licensed to five claims. In April 2022, Abbott initiated the inter
partes review (“IPR”) process on the asserted claims of Dexcom’s patents in D3. The U.S. Patent and Trademark
Office (the “PTO”) denied institution of one of Dexcom’s patents and instituted IPR on the other four. Ultimately, in
November 2023, the PTO issued its Final Written Decision, upholding claims of two Dexcom patents to be
patentable, which cover factory calibration and certain alarms and alerts, and two to be unpatentable, which cover
certain sensor code and sensor configurations.
In February 2023, Abbott filed patent infringement litigation against us in Germany (N.C. in Hamburg and Munich).
In March 2023, Abbott filed a patent infringement litigation in the United States (U.S.D.C., Delaware (“D4”)) and we
filed counterclaims for patent infringement in that action in June 2023. In June 2023, Abbott filed patent infringement
litigation actions in the United Kingdom (Business and Property Courts of England and Wales). In response to the
lawsuits initiated by Abbott in the United Kingdom, Dexcom also filed patent infringement counterclaims in that
jurisdiction.
Abbott’s patent infringement trial, “D1”, against Dexcom commenced in the U.S.D.C., District of Delaware in March
2024. In the lead up to trial, the U.S.D.C., District of Delaware invalidated one of Abbott’s patents on factory
calibration and Abbott dropped four other patents from the litigation. The claims litigated were isolated to the inserter
mechanism and the wearable seal and mount of Dexcom’s G6. On March 22, 2024, a jury returned a mixed verdict.
The jury found that Dexcom infringes one patent, that Dexcom did not infringe a second patent, and that Dexcom
also did not infringe a third patent, which the jury also found invalid. The jury found that any infringement was not
willful. It could not reach unanimity as to a fourth patent. No determination of damages was made or awarded.
Commencing in January 2024, patent infringement hearings between Abbott and Dexcom were scheduled to take
place in Germany wherein each sought damages and injunctive relief against the other. All but one of Abbott’s
offensive hearings were either stayed or cancelled entirely due to parallel invalidity proceedings and nullity
decisions. After a February 28, 2024 hearing in Munich wherein Abbott asserted patent infringement claims against
Dexcom, Dexcom received a favorable non-infringement decision. On July 24, 2024, Dexcom received a decision
from the Munich court related to the July 3, 2024 hearing, staying our offensive infringement proceedings pending
the outcome of an opposition proceeding. On July 31, 2024, Dexcom received a decision from the Munich courts
related to hearings in April 2024, dismissing our claims for infringement. On November 6, 2024, Dexcom received a
favorable decision from the Munich District Court, finding Abbott infringes Dexcom’s patent and granting an
injunction regarding Abbott’s LibrLinkUp application in Germany. Under the Settlement Agreement described below,
Abbott obtained a license to such patent and the injunction no longer applies.
In July 2024, after hearings in May and June in the Paris and Munich divisions of the UPC, each division issued a
decision revoking our patents asserted against Abbott.
On December 20, 2024, Dexcom and Abbott entered into a settlement and patent cross license agreement (the
“Settlement Agreement”) to resolve all outstanding patent litigation between the parties (the “Litigation”).
Under the terms of the Settlement Agreement, Dexcom granted Abbott and its affiliates, and Abbott and its affiliates
granted Dexcom and its affiliates, a worldwide, royalty-free, non-exclusive, fully paid-up license to certain patents
and patent applications relating to analyte sensing, including to all the patents asserted in the Litigation. The
Settlement Agreement does not obligate Dexcom or Abbott to pay any royalties or any other form of financial
compensation.
As part of the Settlement Agreement, each party, on behalf of itself and its affiliates, has also (i) entered into a
covenant not to sue until December 20, 2034; and (ii) agreed on behalf of themselves and their affiliates to refrain
from challenging the patents and patent applications licensed under the Settlement Agreement for periods of time
which vary depending on the relevant patents or patent applications.
The description of the Settlement Agreement contained herein is qualified in its entirety by reference to the
Settlement Agreement, a copy of which is filed as Exhibit 10.16 to this Annual Report on Form 10-K.
72

Securities Class Action Litigation
Between August 21 and October 9, 2024, three substantially similar putative class action complaints were filed
against us and certain of our executive officers in the United States District Court for the Southern District of
California. On December 13, 2024, the court appointed lead plaintiff court and consolidated the three actions (now
captioned In Re: Dexcom, Inc. Class Action Securities Litigation, Lead Case No.: 24-cv-1485-RSH-VET). On
January 27, 2025, lead plaintiff filed a consolidated complaint. The consolidated complaint alleges violations of the
Securities Exchange Act against us and certain of our current and former executive officers for allegedly making
false and misleading statements between April 28, 2023 and July 25, 2024, with respect to our expected revenue for
fiscal 2024 and ability to capitalize on our growth potential. Our deadline to respond to the consolidated complaint is
March 13, 2025.
Derivative Actions
Between September 13 and October 16, 2024, two putative stockholders filed derivative lawsuits against us and
certain of our current and former executive officers and directors in the United States District Court for the Southern
District of California. The derivative complaints allege factual allegations largely tracking allegations made in the
Securities Class Action Litigation and seek, among other things, damages and restitution to be paid to the Company
by the individual defendants, punitive damages, and attorney’s fees and costs. On December 16, 2024, the court
issued an order (i) consolidating the derivative actions, (ii) appointing lead counsel in the consolidated action
(captioned In Re: Dexcom, Inc. Stockholder Derivative Litigation, Lead Case No.: 24-cv-1645-RSH-VET), and (iii)
staying the consolidated action until the court’s resolution of any motions to dismiss in the Securities Class Action
Litigation.
We intend to vigorously defend against such claims; however, we cannot be certain of the outcome of our ongoing
proceedings and, if determined adversely to us, our business and financial condition may be adversely affected.
We do not believe we are party to any other currently pending legal proceedings, the outcome of which could have
a material adverse effect on our business, financial condition, or results of operations. There can be no assurance
that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a
material adverse effect on our business, financial condition, or results of operations.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
73

PART II
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our common stock is traded on the Nasdaq Global Select Market under the symbol “DXCM.”
Stockholders
We had approximately 25 stockholders of record as of February 6, 2025. The number of beneficial owners of our
common stock at that date was substantially greater than the number of record holders because a large portion of
our common stock is held of record through brokerage firms in “street name.”
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future
earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any
dividends in the foreseeable future.
Recent Sales of Unregistered Securities
All unregistered sales of equity securities have been previously disclosed in a Form 10-Q or a current report on
Form 8-K for the fiscal year ended December 31, 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Neither we nor any affiliated purchaser repurchased any of our equity securities during the quarter ended
December 31, 2024.
74

Company Stock Price Performance
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total
returns on the S&P Health Care Equipment Select Industry index and the S&P 500 index over the five-year period
ended December 31, 2024. The graph assumes that $100 was invested in Dexcom common stock and in each of
the other indices on December 31, 2019 and that all dividends were reinvested. The comparisons in the graph
below are based on historical data and are not intended to forecast the possible future performance of Dexcom’s
common stock.
The graph below and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the
SEC, nor shall such information be incorporated by reference into any future filing, except to the extent that we
specifically incorporate it by reference into such filing.
Fiscal Year Ending
Index Value
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG DEXCOM, INC., THE S&P 500, AND THE S&P HEALTH CARE EQUIPMENT
DexCom, Inc.
S&P 500
S&P Health Care Equipment
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
$50
$100
$150
$200
$250
$300
* $100 invested on December 31, 2019 in stock or index, including reinvestment of any dividends.
ITEM 6 - [RESERVED]
75

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 that could cause actual results to differ materially are
more fully described under “Risk Factors” in Part I, Item 1A of this Annual Report, elsewhere in this Annual 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 II, Item 8 of this Annual 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 and metabolic health by
patients, caregivers, and clinicians around the world.
We received approval from the Food and Drug Administration, or FDA, and commercialized our first product in
2006. We launched our latest generation systems, the Dexcom G6 integrated Continuous Glucose Monitoring
System, or G6, in 2018, and we launched the Dexcom G7, or G7, in 2023. In August 2024, we launched Stelo,
our new biosensor designed for adults with prediabetes and Type 2 diabetes who do not use insulin, as the first
over-the-counter glucose biosensor in the U.S.
Unless the context requires otherwise, the terms “we,” “us,” “our,” the “company,” or “Dexcom” refer to DexCom,
Inc. and its subsidiaries.
Global Presence
We have built a direct sales organization in North America and certain international markets 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 North America and several international markets that allow distributors
to sell our products.
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.
With the introduction of Stelo, we are also pursuing and supporting development partnerships with consumer
technology product companies that seek to provide metabolic health insights to their customers.
New Opportunities: We are also exploring how to extend our offerings to other opportunities, including for
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.
76

Critical Accounting 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 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.
While our significant accounting policies are described in Note 1 “Organization and Significant Accounting Policies”
to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, we believe that the
following accounting estimates are most critical to a full understanding and evaluation of our reported financial
results. Members of our senior management have discussed the development and selection of these critical
accounting estimates and their disclosure in this Annual Report on Form 10-K with the Audit Committee of our
Board of Directors.
Pharmacy Rebates
We estimate pharmacy rebates based on contractual arrangements, estimates of products sold subject to rebate,
known events or trends, and channel inventory data. Estimates associated with pharmacy rebates are the most
significant component of our variable consideration estimates and most at risk for material adjustment because of
the time delay between the recording of the pharmacy rebate and its ultimate settlement, an interval that generally
ranges from 30 to 90 days, but can last up to one year. Due to this time lag, in any given period, our adjustments to
reflect actual amounts can incorporate changes of estimates related to prior periods.
Historically, adjustments to these estimates to reflect actual results or updated expectations, have not been material
to our overall business and generally have been less than 1% of revenue. An increase or decrease of 1% in our
estimate of products sold subject to rebate during 2024, holding all other assumptions constant, would increase or
decrease revenue by approximately $38.7 million.
For more information, see Note 1 “Organization and Significant Accounting Policies—Revenue Recognition” to the
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Excess and Obsolete Inventory
We assess the value of our inventory on a quarterly basis and write down those inventories based on quality control
testing data, obsolescence, or in excess of our forecasted demand to the lower of their cost or net realizable value.
Our estimates of forecasted demand are based upon our analysis and assumptions including, but not limited to,
expected product lifecycles, product development plans and historical usage by product. If actual market conditions
are less favorable than our forecasts, or actual demand from our customers is lower than our estimates, we may be
required to record additional inventory write-downs. If actual market conditions are more favorable than anticipated,
inventory previously written down may be sold, resulting in lower cost of sales and higher income from operations
than expected in that period.
Income Taxes
We estimate our income taxes based on the various jurisdictions where we conduct business. Significant judgment
is required in determining our worldwide income tax provision. The calculation of our tax liabilities involves dealing
with uncertainties in the application of complex tax laws and regulations and the potential for future adjustment of
our uncertain tax positions by the Internal Revenue Service or other taxing jurisdictions. While we believe we have
appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of
examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually
assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes
payable, and deferred taxes in the period in which the facts that give rise to a revision become known.
77

We use the asset and liability approach to recognize deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities as
described in Note 1 “Organization and Significant Accounting Policies—Income Taxes” to the consolidated financial
statements in Part II, Item 8 of this Annual Report. Significant judgment is required to evaluate the need for a
valuation allowance against deferred tax assets. A valuation allowance is established when it is more likely than not
that some or all of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon
future earnings in applicable tax jurisdictions. We maintain a valuation allowance on our California research and
development tax credits, foreign tax credits and certain foreign intangible assets, as it is more likely than not that
those deferred tax assets will not be realized.
We recognize and measure benefits for uncertain tax positions using a two-step approach as described in Note 1
“Organization and Significant Accounting Policies—Income Taxes” to the consolidated financial statements in Part
II, Item 8 of this Annual Report. Significant judgment is required to evaluate uncertain tax positions and is based
upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax
authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or
measurement of uncertain tax positions could result in material increases or decreases in our income tax expense
in the period in which we make the change, which could have a material impact on our effective tax rate and
operating results.
Loss Contingencies
We are subject to certain legal proceedings, as well as demands, claims and threatened litigation that arise in the
normal course of our business. We review the status of each significant matter quarterly and assess our potential
financial exposure. Significant judgment is required in the determination of whether a potential loss is probable,
reasonably possible, or remote as well as in the determination of whether a potential exposure is reasonably
estimable. We base our judgments on the best information available at the time. As additional information becomes
available, we reassess the potential liability related to our pending claims and litigation and may revise our
estimates. Any revision of our estimates of potential liability could have a material impact on our financial position
and operating results.
78

The most important financial indicators that we use to assess our business are revenue, gross profit, operating
income, net income, and operating cash flow.
Key Highlights for fiscal 2024 include the following:
Revenue
Gross Profit
Operating
Income
Net Income
Operating
Cash Flow
$4.03 billion
$2.44 billion
$600.0 million
$576.2 million
$989.5 million
up 11% from 2023
up 7% from 2023
up 0.4% from 2023
up 6% from 2023
up 32% from 2023
Overview of Financial Results
We ended fiscal 2024 with cash, cash equivalents and short-term marketable securities totaling $2.58 billion.
Results of Operations
Financial Overview
For discussion related to the results of operations and changes in financial condition for fiscal 2023 compared to
fiscal 2022 refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
Part II, Item 7 of our 2023 Annual Report on Form 10-K, which was filed with the SEC on February 8, 2024.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023
Twelve Months Ended December 31,
2024 - 2023
(In millions, except per share amounts)
2024
% of
Revenue (1)
2023
% of
Revenue (1)
$ Change
% Change
Revenue
$ 4,033.0
100.0 % $ 3,622.3
100.0 % $
410.7
11 %
Cost of sales
1,594.8
39.5 %
1,333.4
36.8 %
261.4
20 %
Gross profit
2,438.2
60.5 %
2,288.9
63.2 %
149.3
7 %
Operating expenses:
Research and development
552.4
14 %
505.8
14 %
46.6
9 %
Selling, general and administrative
1,285.8
32 %
1,185.4
33 %
100.4
8 %
Total operating expenses
1,838.2
46 %
1,691.2
47 %
147.0
9 %
Operating income
600.0
15 %
597.7
17 %
2.3
— %
Other income (expense), net
109.0
3 %
112.7
3 %
(3.7)
(3)%
Income before income taxes
709.0
18 %
710.4
20 %
(1.4)
— %
Income tax expense (benefit)
132.8
3 %
168.9
5 %
(36.1)
(21)%
Net income
$
576.2
14 % $
541.5
15 % $
34.7
6 %
Basic net income per share
$
1.46
** $
1.40
** $
0.06
4 %
Diluted net income per share
$
1.42
** $
1.30
** $
0.12
9 %
(1) The sum of the individual percentages may not equal the total due to rounding.
** Not meaningful
79

Revenue
We generate our revenue from the sale of disposable sensors and our reusable transmitter and receiver, collectively
referred to as Reusable Hardware. We expect that the revenue 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.
Cost of sales
Cost of sales includes direct labor and materials costs related to each product sold or produced, including assembly,
test labor and scrap, as well as factory overhead supporting our manufacturing operations. Factory overhead
includes facilities, material procurement and control, manufacturing engineering, quality assurance, supervision and
management. These costs are primarily salary, fringe benefits, share-based compensation, facility expense,
supplies and purchased services. All of our manufacturing costs are included in cost of sales. In addition,
amortization of certain licensing related intangibles are also included in cost of sales.
Research and development
Our research and development expenses primarily consist of engineering and research expenses related to our
sensing technology, clinical trials, regulatory expenses, quality assurance programs, employee compensation, and
business process outsourcers.
Selling, general and administrative
Our selling, general and administrative expenses primarily consist of employee compensation for our executive,
financial, sales, marketing, information technology and administrative functions. Other significant expenses include
commissions, marketing and advertising, IT software license costs, insurance, professional fees for our outside
legal counsel and independent auditors, litigation expenses, patent application expenses and consulting expenses.
Other income (expense), net
Other income (expense), net consists primarily of interest and dividend income on our cash, cash equivalents and
short-term marketable securities portfolio, foreign currency transaction gains and losses due to the effects of foreign
currency fluctuations, realized and unrealized gains and losses on equity investments, and interest expense related
to our senior convertible notes.
80

Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023
Revenue and Gross Margin %
$2,909.8 M
$3,622.3 M
$4,033.0 M
64.7%
63.2%
60.5%
Revenue
Gross Profit Margin %
YTD 2022
YTD 2023
YTD 2024
Twelve Months Ended December 31,
2024 - 2023
2024
2023
Change in Revenues
(In millions)
Revenue
% of Total
Revenue
% of Total
$
%
United States
$
2,889.8
72%
$
2,625.3
72%
$
264.5
10%
International
1,143.2
28%
997.0
28%
146.2
15%
Total Revenue
$
4,033.0
100%
$
3,622.3
100%
$
410.7
11%
Twelve Months Ended December 31, 2024 Compared to
Twelve Months Ended December 31, 2023
Revenue
The revenue increase was primarily driven by increased sales volume of our disposable
sensors due to the continued growth of our worldwide customer base. We added
approximately 500,000 - 600,000 net users, excluding Stelo customers, to our worldwide
customer base in 2024. The increase in revenue was offset by pricing headwinds due to
greater rebate eligibility and channel mix.
Disposable sensor and other revenue comprised approximately 95% of total revenue and
Reusable Hardware revenue comprised approximately 5% of total revenue for the twelve
months ended December 31, 2024. Disposable sensor and other revenue comprised
approximately 90% of total revenue and Reusable Hardware revenue comprised
approximately 10% of total revenue for the twelve months ended December 31, 2023.
Cost of sales &
Gross profit
Cost of sales and gross profit increased primarily due to an increase in sales volume
driven by the addition of approximately 500,000 - 600,000 net users, excluding Stelo
customers, to our worldwide customer base in 2024.
The decrease in gross profit margin percentage in 2024 compared to 2023 was primarily
driven by product and channel mix changes, higher freight costs, and non-cash charges
including a $22.7 million inventory build charge, and $20.6 million in inventory damaged in
transit and certain build configurations that lowered production yield.
81

Twelve Months Ended December 31, 2024 Compared to
Twelve Months Ended December 31, 2023
Research and
development
expense
Research and development expense increased primarily due to $20.5 million in
compensation and related costs due to higher headcount, $11.2 million in clinical trials,
supplies and other support costs, and $5.9 million in software and data 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 $33.5 million in
advertising and marketing costs, $30.7 million in compensation and related costs due to
higher headcount, $18.0 million in software and data costs, and $10.1 million in travel
related expenses.
Income tax
expense
The income tax expense recorded for the twelve months ended December 31, 2024 was
primarily attributable to income tax expense from normal, recurring operations, partially
offset by excess tax benefits recognized for share-based compensation for employees,
net of nondeductible executive compensation, the Verily milestone payment, the impacts
of certain foreign tax return filings and generation of research and development tax
credits.
The income tax expense recorded for the twelve months ended December 31, 2023 was
primarily attributable to income tax expense from normal, recurring operations, as well as
income taxes related to an intra-entity transfer of certain intellectual property partially
offset by excess tax benefits recognized for share-based compensation for employees
(net of disallowed executive compensation) and the Verily milestone payment, and
generation of research and development tax credits.
The decrease in our effective tax rate for the twelve months ended December 31, 2024
compared to the same period in 2023 is primarily attributable to impacts of the prior year
tax restructuring and the Verily milestone payment.
82

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 Credit Facility. 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 agencies, commercial paper, corporate debt, and money market funds. Certain of these
investments are subject to general credit, liquidity and other market risks. The general condition of the financial
markets and the economy may increase those risks and may affect the value and liquidity of investments and
restrict our ability to access the capital markets.
Our future capital requirements will depend on many factors, including but not limited to:
The evolution of the
international expansion of our
business and the revenue
generated by sales of our
approved products and any
future products;
Our ability to efficiently scale our
operations to meet demand for
our current and any future
products;
The success of our research
and development efforts;
The expenses we incur in
manufacturing, developing,
selling and marketing our
products;
The costs, timing and risks of
delays of additional regulatory
approvals;
The costs of filing,
prosecuting, defending and
enforcing any patent claims
and other intellectual property
rights;
The quality levels of our
products and services;
The emergence of competing or
complementary technological
developments;
The terms and timing of any
collaborative, licensing and
other arrangements that we
may establish; and
The third-party reimbursement
of our products for our
customers;
The rate of progress and cost of
our clinical trials and other
development activities;
The acquisition of
businesses, products and
technologies and our ability to
integrate and manage any
acquired businesses,
products and technologies.
We expect that existing cash and short-term investments 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.
83

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. We will be exposed to additional foreign currency exchange risk related to our
international operations as we expand our manufacturing internationally and as our business continues to increase
in international markets. See “Foreign Currency Exchange Risk” in Part II, Item 7A of this Annual Report on Form
10-K for more information.
Main Sources of Liquidity
Cash, cash equivalents and short-term marketable securities
Our cash, cash equivalents and short-term marketable securities totaled $2.58 billion as of December 31, 2024.
None of those funds were restricted and $2.36 billion (approximately 92%) of those funds were located in the United
States.
Cash flows from Operations
For the twelve months ended December 31, 2024, we had positive cash flows of $989.5 million from operating
activities. We anticipate that we will continue to generate positive cash flows from operations for the foreseeable
future.
Senior Convertible Notes
We received net proceeds of $1.19 billion in May 2020 from the 2025 Notes offering, and net proceeds of $1.23
billion in May 2023 from the 2028 Notes offering. We used $282.6 million of the net proceeds from the offering of the
2025 Notes to repurchase a portion of our senior convertible notes due in 2022. We used $289.9 million of the net
proceeds from the offering of the 2028 Notes to purchase capped call transactions and repurchase shares of our
common stock in May 2023. We intend to use the remainder of the net proceeds from the 2025 Notes offering and
2028 Notes offering 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.
In connection with the 2028 Notes offering, we purchased the 2028 Capped Calls. See Note 5 “Debt” to the
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information about
our senior convertible notes and the 2028 Capped Calls.
Amended Credit Agreement
As of December 31, 2024, we had no outstanding borrowings, $7.7 million in outstanding letters of credit, and a total
available balance of $192.3 million under the Amended Credit Agreement. We monitor counterparty risk associated
with the institutional lenders that are providing the Credit Facility. We currently believe that the Credit Facility will be
available to us should we choose to borrow under it. Revolving loans will be available for general corporate
purposes, including working capital and capital expenditures. See Note 5 “Debt” to the consolidated financial
statements in Part II, Item 8 of this Annual Report on Form 10-K for more information on the Amended Credit
Agreement.
Short-term Liquidity Requirements
Our short-term liquidity requirements primarily consist of regular operating costs, interest payments related to our
senior convertible notes, capital expenditures for the development of our manufacturing facilities and office spaces,
and short-term material cash requirements as described below. As of December 31, 2024, we had a working capital
ratio of 1.47 and a quick ratio of 1.22, which indicates that our current assets are more than enough to cover our
short-term liabilities. We expect to incur significant capital expenditures for the next year as we continue to invest in
equipment and our manufacturing facilities.
As of December 31, 2024, we have outstanding senior convertible notes classified as current that will mature in
November 2025. However, the outstanding principal of our senior convertible notes could be converted into cash
and/or shares of our common stock prior to maturity once certain conditions are met. See Note 5 “Debt—Senior
Convertible Notes” to the consolidated financial statements in Part II, Item 8 of this Annual Report for information on
conversion rights prior to maturity.
84

We believe that our cash, cash equivalents, and marketable securities balances, projected cash contributions from
our commercial operations, and borrowings under our Credit Facility will be sufficient to meet our anticipated
seasonal working capital needs, all capital expenditure requirements, material cash requirements as described
below, and other liquidity requirements associated with our operations for at least the next 12 months. We may use
cash to repurchase shares of our common stock or for other strategic initiatives that strengthen our foundation for
long-term growth.
Long-term Liquidity Requirements
Our long-term liquidity requirements primarily consist of interest and principal payments related to our senior
convertible notes, capital expenditures for the development of our manufacturing facilities and office spaces, and
long-term material cash requirements as described below. As of December 31, 2024, we had a debt-to-assets ratio
of 0.38, which indicates that our total assets are more than enough to cover our short-term and long-term debts. As
demand grows for our products, we will continue to expand global operations to meet demand through investments
in manufacturing and operations. We expect to meet our long-term liquidity requirements from our main sources of
liquidity as described above to support our future operations, capital expenditures, acquisitions, and other liquidity
requirements associated with our operations beyond the next 12 months.
As of December 31, 2024, we have outstanding senior convertible notes classified as long-term that will mature in
May 2028. However, the outstanding principal of our senior convertible notes could be converted into cash and/or
shares of our common stock prior to maturity once certain conditions are met. See Note 5 “Debt—Senior
Convertible Notes” to the consolidated financial statements in Part II, Item 8 of this Annual Report for information on
conversion rights prior to maturity.
Material Cash Requirements
From time to time in the ordinary course of business, we enter into a variety of purchase arrangements including but
not limited to, purchase arrangements related to capital expenditures, components used in manufacturing, and
research and development activities. See Note 6 “Leases and Other Commitments—Purchase Commitments” to the
consolidated financial statements in Part II, Item 8 of this Annual Report for more information.
Our obligations under the 2025 Notes and 2028 Notes include both principal and interest payments. Although the
2025 Notes and 2028 Notes mature in November 2025 and May 2028, respectively, they may be converted into
cash and/or shares of our common stock prior to maturity if certain conditions are met. Any conversion prior to
maturity may result in repayment of the principal amounts due under the Notes sooner than the scheduled
repayment.
As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities or shares of
our common stock, in the open market, in privately negotiated transactions, by exchange transaction or otherwise.
Such repurchases, if any, will depend on prevailing market conditions, our liquidity and other factors and may be
commenced or suspended at any time. The amounts involved and total consideration paid may be material. See
Note 9 “Stockholder’s Equity—Share Repurchase Program and Treasury Shares” to the consolidated financial
statements in Part II, Item 8 of this Annual Report for more information about our 2024 Share Repurchase Program.
See Note 5 “Debt” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more
information about the terms of the Amended Credit Agreement, our senior convertible notes, and the 2028 Capped
Calls.
We are party to various leasing arrangements, primarily for office, manufacturing and warehouse space that expire
at various times through December 2030, excluding any renewal options. We also have land leases in Penang,
Malaysia that expire in 2082 and Athenry, Ireland that expire in 3023 related to our international manufacturing
facilities. We anticipate incurring significant expenditures related to the build-out of our manufacturing facilities and
investment in equipment. See Note 6 “Leases and Other Commitments—Leases” to the consolidated financial
statements in Part II, Item 8 of this Annual Report for more information about our leases.
85

Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated. See the consolidated financial
statements in Part II, Item 8 of this Annual Report for the complete consolidated statements of cash flows for these
periods.
Cash Flows Summary
$989.5 M
$748.5 M
$(207.5) M
$(507.2) M
$(734.8) M
$(318.6) M
Operating Cash Flows
Investing Cash Flows
Financing Cash Flows
YTD 2024
YTD 2023
$(1,000.0) M
$(500.0) M
$— M
$500.0 M
$1,000.0 M
$1,500.0 M
As of December 31, 2024, we had $2.58 billion in cash, cash equivalents and short-term marketable securities,
which is a decrease of $144.7 million compared to $2.72 billion as of December 31, 2023.
The primary cash flows during the twelve months ended December 31, 2024 and 2023 are described below. See
the consolidated financial statements in Part II, Item 8 of this Annual Report for complete consolidated statements of
cash flows for these periods.
86

Twelve Months Ended
December 31, 2024
December 31, 2023
Operating
Cash
Flows
+ $576.2 million of net income and $304.5
million of net non-cash adjustments, and a net
increase of $108.8 million in changes of
working capital balances
+ $541.5 million of net income and $203.8
million of net non-cash adjustments, and a net
increase of $3.2 million in changes of working
capital balances
Net non-cash adjustments were primarily
related to share-based compensation and
depreciation and amortization.
Net non-cash adjustments were primarily
related to share-based compensation and
depreciation and amortization.
Investing
Cash
Flows
+ $248.1 million in net proceeds from
marketable securities
- $253.0 million in net purchases of marketable
securities
- $358.8 million in capital expenditures
- $236.6 million in capital expenditures
- $81.3 million in purchases of non-marketable
equity securities
- $19.5 million in purchases of non-marketable
equity securities
Financing
Cash
Flows
+ $28.2 million in proceeds from issuance of
common stock under our employee stock
plans
+ $1.23 billion in proceeds from issuance of
senior convertible notes, net of issuance costs
- $750.0 million in purchases of treasury stock
+ $26.6 million in proceeds from issuance of
common stock under our employee stock
plans
- $787.3 million in payments for conversions of
senior convertible notes
- $688.7 million in purchases of treasury stock
- $101.3 million in purchases of capped call
transactions
Recent Accounting Guidance
For a description of recently issued accounting pronouncements and the potential impact on our consolidated
financial statements, if any, see Note 1 “Organization and Significant Accounting Policies” to the consolidated
financial statements in Part II, Item 8 of this Annual Report.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The primary objective of our investment activities is to preserve our capital for the purpose of funding operations
while at the same time maximizing the income we receive from our investments without significantly increasing risk.
To achieve these objectives, our investment policy allows us to maintain a portfolio of cash equivalents and short-
term investments in a variety of securities, including money market funds, U.S. Treasury debt and corporate debt
securities. Due to the short-term nature of our investments, we believe that we have no material exposure to interest
rate risk. We do not use derivative financial instruments for speculation or trading purposes or for activities other
than risk management.
Market Price Sensitive Instruments
The 2028 Capped Calls are expected generally to reduce potential dilution to our common stock upon conversion of
the 2028 Notes and/or offset any cash payments that we are required to make in excess of the principal amount of
converted 2028 Notes, with such reduction and/or offset subject to a cap. See Note 5 “Debt” to the consolidated
financial statements in Part II, Item 8 of this Annual Report for more information.
Foreign Currency Exchange Risk
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. Historically, our exposure to foreign currency fluctuations is more significant with
respect to our revenue than our expenses, as a significant portion of our expenses are denominated in U.S. dollars,
such as cost of sales and operating expenses.
87

We are exposed to additional foreign currency exchange risk related to our foreign operations as we are now
manufacturing internationally and as our business continues to increase in markets outside of the United States.
Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies could adversely affect our
financial results, including income and losses as well as assets and liabilities in addition to risks to our revenues,
revenue growth rates, and gross profit margins.
We translate the financial statements of our international subsidiaries with functional currencies other than the U.S.
dollar into the U.S. dollar for consolidation using end-of-period exchange rates for assets and liabilities and average
exchange rates during each reporting period for results of operations. We record net gains or losses resulting from
the translation of these financial statements and the effect of exchange rate changes on intercompany receivables
and payables of a long-term nature as a separate component of stockholders’ equity. These adjustments will affect
net income only upon sale or liquidation of the underlying investment in international subsidiaries. We also record
exchange rate fluctuations resulting from the translation of the short-term intercompany balances between domestic
entities and our international subsidiaries as foreign currency transaction gains or losses and include them in other
income (expense), net in our consolidated statements of operations.
We enter into foreign currency forward contracts to hedge monetary assets and liabilities denominated in foreign
currencies. These forward contracts are not designated as hedging instruments and generally mature in one month.
The derivative gains and losses are included in other income (expense), net in our consolidated statements of
operations. See Note 3 “Fair Value Measurements” to the consolidated financial statements in Part II, Item 8 of this
Annual Report for more information.
Notional principal amounts provide one measure of the transaction volume outstanding as of period end, but they do
not represent the amount of our exposure to market loss. Estimates of fair value are based on applicable and
commonly used pricing models using prevailing financial market information. The amounts ultimately realized upon
settlement of these financial instruments, together with the gains and losses on the underlying exposures, will
depend on actual market conditions during the remaining life of the instruments. We monitor and manage our
financial exposures due to exchange rate fluctuations as an integral part of our overall risk management program,
which recognizes the unpredictability of financial markets and seeks to reduce potentially adverse effects on our
financial results.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required is set forth under “Report of Independent Registered Public Accounting Firm,”
“Consolidated Balance Sheets,” “Consolidated Statements of Operations,” “ Consolidated Statements of
Comprehensive Income,” “Consolidated Statements of Stockholders’ Equity,” “Consolidated Statements of Cash
Flows” and “Notes to Consolidated Financial Statements” on pages F-10 to F-47 of this Annual Report and is
incorporated into this Item 8 by reference.
The report of Dexcom’s independent registered public accounting firm (PCAOB ID:42) with respect to the above-
referenced financial statements and their report on internal control over financial reporting are included in Item 8
and Item 9A of this Form 10-K. Their consent appears as Exhibit 23.1 of this Form 10-K.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
88

ITEM 9A - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Regulations under the Exchange Act require public companies to maintain “disclosure controls and procedures,” as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Disclosure controls and procedures include, without
limitation, controls and other procedures that are designed to ensure that information required to be disclosed in the
reports that we file or submit under the Exchange Act is accumulated and timely communicated to management,
including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal
financial officer), recorded, processed, summarized, and reported within the time periods specified in the SEC’s
rules and forms. Our management, with the participation of our Chief Executive Officer and our Chief Financial
Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on their evaluation as of December 31, 2024, our Chief Executive Officer and
our Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable
assurance level as of such date.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to
provide reasonable assurance to our management and Board of Directors regarding the preparation and fair
presentation of published financial statements.
Our management, with the participation of the Chief Executive and Chief Financial Officers, assessed the
effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment,
our management used the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment, our management, with
the participation of the Chief Executive and Chief Financial Officers, believes that, as of December 31, 2024, our
internal control over financial reporting is effective based on those criteria. The effectiveness of our internal control
over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an Independent
Registered Public Accounting Firm, as stated in their report which is included herein.
The certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the
Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
Limitation on Effectiveness of Controls
It should be noted that any system of controls, including ours, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system are met. The design of any control
system is based, in part, upon the benefits of the control system relative to its costs. Control systems can be
circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the control. In addition, over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate. Because of these and other inherent
limitations of control systems, we cannot guarantee that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.
89

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of DexCom, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited DexCom, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, DexCom, Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the
three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed
in the Index at Item 15(a) and our report dated February 14, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ Ernst & Young LLP
San Diego, California
February 14, 2025
90

ITEM 9B - OTHER INFORMATION
Trading Plans
During the three months ended December 31, 2024, no Section 16 officers or directors adopted, modified, or
terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item
408 of Regulation S-K of the Exchange Act).
ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
None.
91

PART III
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors required by this Item is incorporated by reference to the section in the
Proxy Statement entitled “Proposal No. 1 – Election of Directors.”
The information concerning our executive officers required by this Item is incorporated by reference to the section in
the Proxy Statement entitled “Executive Officers.”
We have adopted a written code of ethics for financial employees that applies to our principal executive officer,
principal financial officer, principal accounting officer, controller and other employees of the finance department
designated by our Chief Financial Officer. This code of ethics, titled the “Code of Conduct and Business Ethics”, is
publicly available on our Internet website at https://investors.dexcom.com/governance/governance-documents. The
information contained on our Internet website is not incorporated by reference into this Annual Report on Form 10-
K. When required by the rules of Nasdaq, or the SEC, we will disclose any future amendment to, or waiver of, any
provision of the code of ethics for our principal executive officer and principal financial officer or any member or
members of our board of directors on our website within four business days following the date of such amendment
or waiver.
The information concerning the Audit Committee of the Board of Directors required by this Item is incorporated by
reference to the sections of the Proxy Statement entitled “Committees of the Board and Meetings” and “Meetings of
the Board of Directors; Director Attendance.”
The information concerning material changes to the procedures by which stockholders may recommend nominees
to the Board of Directors required by this Item is incorporated by reference to information set forth in the Proxy
Statement.
The information concerning the Company’s insider trading policies and compliance with Section 16(a) required by
this Item is incorporated by reference to the sections of the Proxy Statement entitled “Insider Trading Policy; Anti-
Hedging” and “Delinquent Section 16(a) Reports”, respectively.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this Item concerning executive compensation and our Compensation Committee is
incorporated by reference to the sections in the Proxy Statement entitled “Executive Compensation,” “2024
Summary Compensation Table,” “Grants of Plan-Based Awards for 2024,” “Outstanding Equity Awards at December
31, 2024,” “2024 Option Exercises and Stock Vested,” “Executive Nonqualified Deferred Compensation Plan,”
“Severance and Change in Control Arrangements,” “2024 Director Compensation Table,” “Risks from Compensation
Policies and Practices,” “Chief Executive Officer Pay Ratio,” “Compensation Committee Interlocks and Insider
Participation,” and “Compensation Committee Report.”
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to the sections in the Proxy Statement entitled
“Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item with respect to director independence is incorporated by reference to the
section in the Proxy Statement entitled “Director Independence.”
The information concerning certain relationships and related transactions required by this Item is incorporated by
reference to the section in the Proxy Statement entitled “Certain Transactions With Related Persons.”
92

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information concerning principal accountant fees and services required by this Item is incorporated by
reference to the section in the Proxy Statement entitled “Proposal No. 2 – Ratification of Independent Registered
Public Accounting Firm.”
93

PART IV
ITEM 15 - EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this Annual Report:
1. Financial Statements.
The consolidated financial statements listed in Part II, Item 8 of this Annual Report.
2. Financial Statement Schedules.
Schedule II – Valuation and Qualifying Accounts.
Financial statement schedules not listed above have been omitted because information required to be set forth
therein is not applicable, not required, or the information required by such schedules is shown in the consolidated
financial statements or the notes thereto.
3. Exhibits.
Exhibit
Number
Exhibit Description
Incorporated by Reference
Provided
Herewith
Form
File No.
Date of
First Filing
Exhibit
Number
3.1
Restated Certificate of Incorporation of
DexCom, Inc.
8-K
000-51222
June 10, 2022
3.1
3.2
Amended and Restated Bylaws of
DexCom, Inc.
10-Q
000-51222
October 24,
2024
3.1
4.1
Form of Specimen Certificate for
DexCom, Inc. common stock.
S-1/A
333-12245
4
March 24, 2005
4.01
4.2
Indenture, dated November 30, 2018,
between DexCom, Inc. and U.S. Bank
National Association (including the form
of 0.75% Convertible Senior Notes due
2023).
8-K
000-51222
December 3,
2018
4.1
4.3
Indenture, dated May 14, 2020,
between DexCom, Inc. and U.S. Bank
National Association (including the form
of 0.25% Convertible Senior Notes due
2025).
8-K
000-51222
May 15, 2020
4.1
4.4
Indenture, dated May 5, 2023, between
DexCom, Inc. and U.S. Bank Trust
Company, National Association
(including the form of 0.375%
Convertible Senior Notes due 2028).
8-K
000-51222
May 5, 2023
4.1
4.5
Description of Securities Registered
Under Section 12 of the Exchange Act.
X
10.1*
Offer letter between DexCom, Inc. and
Kevin Sayer, dated May 3, 2011.
10-Q
000-51222
August 3, 2011
10.28
10.2
Sublease between DexCom, Inc. and
Entropic Communications, LLC, dated
February 1, 2016.
10-Q
000-51222
April 27, 2016
10.36
10.3*
DexCom, Inc. Executive Deferred
Compensation Plan.
8-K
000-51222
June 4, 2019
10.02
10.4**
Third Amendment to Office Lease
between DexCom, Inc. and John
Hancock Life Insurance Company,
dated January 9, 2019.
10-K
000-51222
February 13,
2020
10.40
94

10.5*
Form of Indemnity Agreement between
DexCom, Inc. and each of its directors
and executive officers.
10-K
000-51222
February 11,
2021
10.43
10.6*
DexCom, Inc. Incentive Bonus Plan.
8-K
000-51222
March 17, 2021
10.1
10.7
Second Amended and Restated Credit
Agreement dated October 13, 2021 by
and among DexCom, Inc., Bank of
America, Silicon Valley Bank and Union
Bank, and JPMorgan Chase Bank, as
Administrative Agent.
10-K
000-51222
February 14,
2022
10.39
10.8
Office Lease Agreement, dated March
31, 2006, between DexCom, Inc. and
Kilroy Realty, L.P., as amended on
August 18, 2010 and October 1, 2014.
10-K
000-51222
February 9,
2023
10.09
10.9**
Fourth Amendment to Office Lease
between DexCom, Inc. and Sequence
Tech. Center CA LLC, dated September
9, 2019, as amended on October 21,
2019, May 25, 2021, and December 23,
2022.
10-K
000-51222
February 9,
2023
10.18
10.10*
DexCom, Inc. Amended and Restated
Severance and Change in Control Plan.
8-K
000-51222
May 19, 2023
10.1
10.11
First Amendment to Second Amended
and Restated Credit Agreement, dated
June 1, 2023 by and between DexCom,
Inc. and JPMorgan Chase Bank
National Association.
10-Q
000-51222
July 27, 2023
10.06
10.12*
2015 Employee Stock Purchase Plan
and forms of subscription agreements.
10-K
000-51222
February 8,
2024
10.12
10.13**
Amended and Restated Collaboration
and License Agreement, dated
November 20, 2018, by and between
DexCom, Inc. and Verily Life Sciences
LLC (formerly Google Life Sciences
LLC).
10-K
000-51222
February 8,
2024
10.14
10.14**
Warrant Termination Agreement
between DexCom, Inc. and Bank of
America, N.A., dated February 13,
2024.
8-K
000-51222
February 15,
2024
10.1
10.15*
Severance Agreement and General
Release, dated October 22, 2024,
between DexCom, Inc. and Teri Lawver.
X
10.16**
Confidential Settlement and Patent
License Agreement, dated December
20, 2024, between Abbott Diabetes
Care Inc. and DexCom, Inc.
X
10.17*
Amended and Restated 2015 Equity
Incentive Plan and forms of award
agreements.
X
19.1*
Insider Trading Policy.
X
21.1
List of Subsidiaries.
X
23.1
Consent of Independent Registered
Public Accounting Firm.
X
24.1
Power of Attorney (see signature page
of this Form 10-K).
X
95

31.1
Certification of Chief Executive Officer
Pursuant to Securities Exchange Act
Rule 13a-14(a).
X
31.2
Certification of Chief Financial Officer
Pursuant to Securities Exchange Act
Rule 13a-14(a).
X
32.1***
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350 and
Securities Exchange Act Rule
13a-14(b).
X
32.2***
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 and
Securities Exchange Act Rule
13a-14(b).
X
97.1*
Compensation Recovery Policy.
10-K
000-51222
February 8,
2024
97.1
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension
Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label
Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
X
104
Cover Page Interactive Data File
(Embedded within the Inline XBRL
document and included in Exhibit 101)
X
*
Represents a management contract or compensatory plan, contract or arrangement.
**
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
***
This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or
otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to
the extent that Dexcom specifically incorporates it by reference.
ITEM 16 - FORM 10-K SUMMARY
None.
96

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DEXCOM, INC.
(Registrant)
Dated: February 14, 2025
By:
/s/ JEREME M. SYLVAIN
Jereme M. Sylvain,
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Kevin R. Sayer and Jereme M. Sylvain, jointly and severally, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on
Form 10-K and to file same, with exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ KEVIN R. SAYER
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
February 14, 2025
Kevin R. Sayer
/s/ JEREME M. SYLVAIN
Executive Vice President and Chief
Financial Officer (Principal Financial and
Accounting Officer)
February 14, 2025
Jereme M. Sylvain
/s/ MARK G. FOLETTA
Lead Independent Director
February 14, 2025
Mark G. Foletta
/s/ STEVEN R. ALTMAN
Director
February 14, 2025
Steven R. Altman
/s/ NICHOLAS AUGUSTINOS
Director
February 14, 2025
Nicholas Augustinos
/s/ RICHARD A. COLLINS
Director
February 14, 2025
Richard A. Collins
/s/ KAREN DAHUT
Director
February 14, 2025
Karen Dahut
/s/ RIMMA DRISCOLL
Director
February 14, 2025
Rimma Driscoll
/s/ BRIDGETTE P. HELLER
Director
February 14, 2025
Bridgette P. Heller
/s/ KYLE MALADY
Director
February 14, 2025
Kyle Malady
/s/ ERIC J. TOPOL
Director
February 14, 2025
Eric J. Topol, M.D.
97

[THIS PAGE INTENTIONALLY LEFT BLANK]

DexCom, Inc.
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets
F-4
Consolidated Statements of Operations
F-5
Consolidated Statements of Comprehensive Income
F-6
Consolidated Statements of Stockholders’ Equity
F-7
Consolidated Statements of Cash Flows
F-8
Notes to Consolidated Financial Statements
F-10
F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of DexCom, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of DexCom, Inc. (the Company) as of
December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income,
stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the
related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), and our report dated February 14, 2025 expressed
an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which
it relates.
Estimation of variable consideration for revenue recognition
Description of the
Matter
As discussed in Note 1 of the consolidated financial statements, the Company includes an
estimate of variable consideration in the calculation of the transaction price at the time of sale.
The Company estimates reductions for pharmacy rebates based on contractual arrangements,
estimates of products sold subject to rebate, known events or trends and channel inventory
data.
Auditing management’s determination of variable consideration relating to pharmacy rebates
involved a high degree of subjectivity in evaluating management’s estimates. In estimating
pharmacy rebates, management applies contracted rates to estimates of products sold subject
to rebate, known market events or trends and channel inventory data.
F-2

How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness
of controls over the Company’s processes to determine pharmacy rebates, including the
underlying assumptions.
Our audit procedures also included, among others, evaluating the significant assumptions and
the accuracy and completeness of the underlying data used in management’s calculations.
This included testing contractual rates, management’s estimates of products sold subject to
rebate, and inventory held by third parties at the end of the period, through a combination of
underlying data validation by inspection of source documents, agreement to underlying
contracts, and review for consistency against historical data. In addition, we inspected the
results of the Company’s analysis of pharmacy rebates claimed and evaluated the estimates
made based on historical experience.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2000.
San Diego, California
February 14, 2025
F-3

DexCom, Inc.
Consolidated Balance Sheets
December 31,
2024
2023
(In millions, except share and par value data)
Assets
Current assets:
Cash and cash equivalents
$
606.1
$
566.3
Short-term marketable securities
1,973.3
2,157.8
Accounts receivable, net
1,005.7
973.9
Inventory
542.6
559.6
Prepaid and other current assets
173.7
168.3
Total current assets
4,301.4
4,425.9
Property and equipment, net
1,339.9
1,113.1
Operating lease right-of-use assets
62.8
71.4
Goodwill
22.8
25.2
Intangibles, net
103.4
134.5
Deferred tax assets
481.2
419.4
Other assets
173.0
75.0
Total assets
$
6,484.5
$
6,264.5
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities
$
1,585.1
$
1,345.5
Accrued payroll and related expenses
112.0
171.0
Current portion of long-term senior convertible notes
1,204.4
—
Short-term operating lease liabilities
22.5
21.1
Deferred revenue
8.0
18.4
Total current liabilities
2,932.0
1,556.0
Long-term senior convertible notes
1,237.0
2,434.2
Long-term operating lease liabilities
65.0
80.1
Other long-term liabilities
147.9
125.6
Total liabilities
4,381.9
4,195.9
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 5.0 million shares authorized; no shares
issued and outstanding at December 31, 2024 and December 31, 2023
—
—
Common stock, $0.001 par value, 800.0 million shares authorized; 408.9
million and 390.7 million shares issued and outstanding, respectively, at
December 31, 2024; and 407.2 million and 385.4 million shares issued and
outstanding, respectively, at December 31, 2023
0.4
0.4
Additional paid-in capital
2,093.8
3,514.6
Accumulated other comprehensive loss
(8.0)
(16.7)
Retained earnings
1,597.6
1,021.4
Treasury stock, at cost; 18.2 million shares at December 31, 2024 and 21.8
million shares at December 31, 2023
(1,581.2)
(2,451.1)
Total stockholders’ equity
2,102.6
2,068.6
Total liabilities and stockholders’ equity
$
6,484.5
$
6,264.5
See accompanying notes
F-4

DexCom, Inc.
Consolidated Statements of Operations
Twelve Months Ended
December 31,
2024
2023
2022
(In millions, except per share data)
Revenue
$
4,033.0
$
3,622.3
$
2,909.8
Cost of sales
1,594.8
1,333.4
1,026.7
Gross profit
2,438.2
2,288.9
1,883.1
Operating expenses:
Research and development
552.4
505.8
484.2
Selling, general and administrative
1,285.8
1,185.4
1,007.7
Total operating expenses
1,838.2
1,691.2
1,491.9
Operating income
600.0
597.7
391.2
Other income (expense), net
109.0
112.7
(0.4)
Income before income taxes
709.0
710.4
390.8
Income tax expense
132.8
168.9
49.6
Net income
$
576.2
$
541.5
$
341.2
Basic net income per share
$
1.46
$
1.40
$
0.88
Shares used to compute basic net income per share
393.6
386.0
389.4
Diluted net income per share
$
1.42
$
1.30
$
0.82
Shares used to compute diluted net income per share
412.7
425.5
427.5
See accompanying notes
F-5

DexCom, Inc.
Consolidated Statements of Comprehensive Income
Twelve Months Ended
December 31,
2024
2023
2022
(In millions)
Net income
$
576.2
$
541.5
$
341.2
Other comprehensive income (loss), net of tax:
Translation adjustments and other
8.6
(9.2)
(9.8)
Unrealized gain (loss) on marketable debt securities
0.1
4.1
(2.3)
Total other comprehensive income (loss), net of tax
8.7
(5.1)
(12.1)
Comprehensive income
$
584.9
$
536.4
$
329.1
See accompanying notes
F-6

DexCom, Inc.
Consolidated Statements of Stockholders’ Equity
Common Stock
Additional
Paid-In
Capital
Accumulated Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury
Stock
Total
Stockholders’
Equity
(In millions)
Shares
Amount
Balance at December 31, 2021
388.0
$
0.4
$
2,108.7
$
0.5
$
138.7
$
(206.2) $
2,042.1
Issuance of common stock under equity incentive plans
1.6
—
—
—
—
—
—
Issuance of common stock for Employee Stock Purchase Plan
0.3
—
22.5
—
—
—
22.5
Issuance of common stock in connection with achievement of regulatory approval milestone, net of issuance costs
2.9
—
(189.3)
—
—
189.2
(0.1)
Purchases of treasury stock
(6.6)
—
—
—
—
(557.7)
(557.7)
Tax benefit related to Senior Convertible Notes
—
—
(0.4)
—
—
—
(0.4)
Conversions of 2023 Notes
0.4
—
4.2
—
—
13.2
17.4
Benefit of note hedge upon conversions of 2023 Notes
(0.3)
—
33.5
—
—
(33.5)
—
Share-based compensation expense
—
—
126.5
—
—
—
126.5
Capitalization of sales-based milestones
—
—
152.4
—
—
—
152.4
Net income
—
—
—
—
341.2
—
341.2
Other comprehensive income, net of tax
—
—
—
(12.1)
—
—
(12.1)
Balance at December 31, 2022
386.3
0.4
2,258.1
(11.6)
479.9
(595.0)
2,131.8
Issuance of common stock under equity incentive plans
1.4
—
—
—
—
—
—
Issuance of common stock for Employee Stock Purchase Plan
0.3
—
26.6
—
—
—
26.6
Issuance of common stock in connection with achievement of sales-based milestone, net of issuance costs
3.7
—
(323.4)
—
—
323.2
(0.2)
Purchases of treasury stock, including excise tax
(6.3)
—
(0.2)
—
—
(689.0)
(689.2)
Tax benefit related to Senior Convertible Notes
—
—
(4.4)
—
—
—
(4.4)
Conversions of 2023 Notes
12.2
—
(13.1)
—
—
—
(13.1)
Benefit of note hedge upon conversions of 2023 Notes
(12.2)
—
1,496.5
—
—
(1,490.3)
6.2
Purchase of capped call transactions, net of tax
—
—
(76.3)
—
—
—
(76.3)
Share-based compensation expense
—
—
150.8
—
—
—
150.8
Net income
—
—
—
—
541.5
—
541.5
Other comprehensive income, net of tax
—
—
—
(5.1)
—
—
(5.1)
Balance at December 31, 2023
385.4
0.4
3,514.6
(16.7)
1,021.4
(2,451.1)
2,068.6
Issuance of common stock under equity incentive plans
1.3
—
—
—
—
—
—
Issuance of common stock for Employee Stock Purchase Plan
0.4
—
28.2
—
—
—
28.2
Issuance of common stock in connection with achievement of sales-based milestone, net of issuance costs
1.5
—
(188.1)
—
—
188.1
—
Purchases of treasury stock, including excise tax
(10.4)
—
—
—
—
(749.5)
(749.5)
Exercise and settlement of warrants
12.5
—
(1,431.3)
—
—
1,431.3
—
Share-based compensation expense
—
—
170.4
—
—
—
170.4
Net income
—
—
—
—
576.2
—
576.2
Other comprehensive income, net of tax
—
—
—
8.7
—
—
8.7
Balance at December 31, 2024
390.7
$
0.4
$
2,093.8
$
(8.0) $
1,597.6
$
(1,581.2) $
2,102.6
See accompanying notes
F-7

DexCom, Inc.
Consolidated Statements of Cash Flows
2024
2023
2022
(In millions)
Operating activities
Net income
$
576.2
$
541.5
$
341.2
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
217.7
186.0
155.9
Share-based compensation
170.4
150.8
126.5
Non-cash interest expense
7.5
7.8
6.3
Deferred income taxes
(43.8)
(55.0)
(21.6)
Other non-cash income and expenses
(47.3)
(85.8)
34.5
Changes in operating assets and liabilities:
Accounts receivable, net
(35.0)
(260.1)
(199.9)
Inventory
12.4
(252.6)
49.3
Prepaid and other assets
(5.8)
19.3
(131.6)
Operating lease right-of-use assets and liabilities, net
(6.5)
(4.5)
(5.8)
Accounts payable and accrued liabilities
211.7
466.5
295.1
Accrued payroll and related expenses
(60.0)
37.2
8.5
Deferred revenue and other liabilities
(8.0)
(2.6)
11.1
Net cash provided by operating activities
989.5
748.5
669.5
Investing activities
Purchase of marketable securities
(2,576.3)
(3,200.4)
(2,266.3)
Proceeds from sale and maturity of marketable securities
2,824.4
2,947.4
2,127.8
Purchases of property and equipment
(358.8)
(236.6)
(364.8)
Acquisitions, net of cash acquired
—
—
(3.9)
Purchases of non-marketable equity securities
(81.3)
(19.5)
(14.5)
Other investing activities
(15.5)
1.9
0.2
Net cash used in investing activities
(207.5)
(507.2)
(521.5)
Financing activities
Net proceeds from issuance of common stock
28.2
26.6
22.5
Purchases of treasury stock
(750.0)
(688.7)
(557.7)
Proceeds from issuance of convertible notes, net of issuance costs
—
1,230.6
—
Purchases of capped call transactions
—
(101.3)
—
Payments for conversions of senior convertible notes
—
(787.3)
—
Other financing activities
(13.0)
1.5
(17.3)
Net cash used in financing activities
(734.8)
(318.6)
(552.5)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(7.4)
1.5
(5.8)
Increase (decrease) in cash, cash equivalents and restricted cash
39.8
(75.8)
(410.3)
Cash, cash equivalents and restricted cash, beginning of period
567.5
643.3
1,053.6
Cash, cash equivalents and restricted cash, end of period
$
607.3
$
567.5
$
643.3
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents
$
606.1
$
566.3
$
642.3
Restricted cash
1.2
1.2
1.0
Total cash, cash equivalents and restricted cash
$
607.3
$
567.5
$
643.3
Twelve Months Ended
December 31,
F-8

2024
2023
2022
Supplemental disclosure of non-cash investing and financing transactions:
Shares issued for repurchase and conversions of senior convertible notes
$
—
$
1,501.9
$
35.9
Shares received under note hedge upon conversion of 2023 Notes
$
—
$
(1,490.3) $
(33.5)
Acquisition of property and equipment included in accounts payable and accrued
liabilities
$
75.4
$
53.2
$
25.7
Supplemental cash flow information:
Cash paid during the year for interest
$
11.4
$
12.4
$
12.2
Cash paid during the year for income taxes
$
198.0
$
212.3
$
114.2
Twelve Months Ended
December 31,
See accompanying notes
F-9

DexCom, Inc.
Notes to Consolidated Financial Statements
December 31, 2024
1. Organization and Significant Accounting Policies
Organization and Business
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 and metabolic health by patients,
caregivers, and clinicians around the world. Unless the context requires otherwise, the terms “we,” “us,” “our,” the
“company,” or “Dexcom” refer to DexCom, Inc. and its subsidiaries.
Basis of Presentation and Principles of Consolidation
These consolidated financial statements include the accounts of DexCom, Inc. and our wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation.
We have reclassified certain amounts previously reported in our financial statements to conform to the current
presentation.
We determine the functional currencies of our international subsidiaries by reviewing the environment where each
subsidiary primarily generates and expends cash. For international subsidiaries whose functional currencies are the
local currencies, we translate the financial statements into U.S. dollars using period-end exchange rates for assets
and liabilities and average exchange rates for each period for revenue, costs and expenses. We include translation-
related adjustments in comprehensive income and in accumulated other comprehensive loss in the equity section of
our consolidated balance sheets. We record gains and losses resulting from transactions with customers and
vendors that are denominated in currencies other than the functional currency and from certain intercompany
transactions in other income (expense), net in our consolidated statements of operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting
principles, or GAAP, requires us to make certain estimates and assumptions that affect the amounts reported in our
consolidated financial statements and the disclosures made in the accompanying notes. Areas requiring significant
estimates include rebates, excess or obsolete inventories and the valuation of inventory, accruals for litigation
contingencies, and the amount of our worldwide tax provision and the realizability of deferred tax assets. Despite
our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our
estimates.
Fair Value Measurements
The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used
to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or
liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the
measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows:
Level 1—Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.
Level 2—Uses inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly,
through correlation with market data. These include quoted prices in active markets for similar assets or liabilities;
quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models
or other pricing methodologies that do not require significant judgment because the inputs used in the model, such
as interest rates and volatility, can be corroborated by readily observable market data for substantially the full term
of the assets or liabilities.
Level 3—Uses unobservable inputs that are supported by little or no market activity and that are significant to the
determination of fair value. Level 3 assets and liabilities include those whose fair values are determined using
pricing models, discounted cash flow methodologies, or similar valuation techniques and significant judgment or
estimation.
F-10

We estimate the fair value of most of our cash equivalents using Level 1 inputs. We estimate the fair value of our
marketable equity securities using Level 1 inputs and we estimate the fair value of our marketable debt securities
using Level 2 inputs. We carry our marketable securities at fair value. We carry our other financial instruments, such
as cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable
and accrued liabilities, at cost, which approximates the related fair values due to the short-term maturities of these
instruments. See Note 3 “Fair Value Measurements” to the consolidated financial statements for more information.
Cash and Cash Equivalents
We consider highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash
equivalents.
Marketable Securities
We have classified our marketable securities with remaining maturity at purchase of more than three months and
remaining maturities of one year or less as short-term marketable securities. We have also classified marketable
securities with remaining maturities of greater than one year as short-term marketable securities based upon our
ability and intent to use any and all of those marketable securities to satisfy the liquidity needs of our current
operations.
We calculate realized gains or losses on our marketable securities using the specific identification method. We carry
our marketable debt securities at fair value with unrealized gains and losses reported as a separate component of
stockholders’ equity in our consolidated balance sheets and included in comprehensive income. Interest income and
realized gains and losses on marketable debt securities are included in other income (expense), net in our
consolidated statements of operations. We carry our marketable equity securities at fair value with realized and
unrealized gains and losses reported in income (loss) from equity investments in our consolidated statements of
operations.
We invest in various types of debt securities, including debt securities in government-sponsored entities, corporate
debt securities, U.S. Treasury securities, supranational securities, and commercial paper. We do not generally
intend to sell these investments and it is not more likely than not that we will be required to sell the investments
before recovery of their amortized cost bases, which may be at maturity. See Note 3 “Fair Value Measurements”
and Note 4 “Balance Sheet Details and Other Financial Information—Short-Term Marketable Securities” to the
consolidated financial statements for more information on our marketable securities.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are generally recorded at the invoiced amount, net of prompt pay discounts, for distributors and
at net realizable value for direct customers, which is determined using estimates of claim denials and historical
reimbursement experience without regard to aging category. Accounts receivable are not interest bearing. We
evaluate the creditworthiness of significant customers based on historical trends, the financial condition of our
customers, and external market factors. We generally do not require collateral from our customers. We maintain an
allowance for doubtful accounts for potential credit losses. Uncollectible accounts are written off against the
allowance after appropriate collection efforts have been exhausted and when it is deemed that a customer account
is uncollectible. Generally, receivable balances that are more than one year past due are deemed uncollectible.
Concentration of Credit Risk and Significant Customers
Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash, cash
equivalents, short-term marketable securities, and accounts receivable. We limit our exposure to credit risk by
placing our cash and investments with a few major financial institutions. We have also established guidelines
regarding diversification of our investments and their maturities that are designed to maintain principal and
maximize liquidity. We review these guidelines periodically and modify them to take advantage of trends in yields
and interest rates and changes in our operations and financial position.
F-11

The following table sets forth the percentages of total revenue or gross accounts receivable for customers that
represent 10% or more of the respective amounts for the periods shown:
Revenue**
Gross Accounts
Receivable
Twelve Months Ended
December 31,
As of December 31,
2024
2023
2022
2024
2023
Customer A
40 %
35 %
32 %
18 %
20 %
Customer B
*
*
11 %
*
*
Customer C
35 %
30 %
26 %
21 %
23 %
Customer D
42 %
37 %
29 %
27 %
27 %
Customer E
*
*
10 %
*
*
* Less than 10%
** Total revenue for each customer is net of fees, cash discounts, and rebates directly allocable to that customer.
Rebates paid to other entities are excluded; therefore, the combined value may exceed 100%.
Inventory
Inventory is valued at the lower of cost or net realizable value on a part-by-part basis that approximates first in, first
out. We capitalize inventory produced in preparation for commercial launches when it becomes probable that the
product will receive regulatory approval and that the related costs will be recoverable through the commercialization
of the product. A number of factors are considered, including the status of the regulatory application approval
process, management’s judgment of probable future commercial use, and net realizable value.
We record adjustments to inventory for potential excess or obsolete inventory, as well as inventory that does not
pass quality control testing, in order to state inventory at net realizable value. Factors influencing these adjustments
include inventories on hand and on order compared to estimated future usage and sales for existing and new
products, as well as judgments regarding quality control testing data and assumptions about the likelihood of scrap
and obsolescence. Once written down the adjustments are considered permanent and are not reversed until the
related inventory is disposed of or sold.
Our products require customized products and components that currently are available from a limited number of
sources. We purchase certain components and materials from single sources due to quality considerations, costs or
constraints resulting from regulatory requirements.
Historically, our inventory reserves have been adequate to cover our actual losses. However, if actual product life
cycles, product quality or market conditions differ from our assumptions, additional inventory adjustments that would
increase cost of sales could be required.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation and amortization. We capitalize additions
and improvements and expense maintenance and repairs as incurred. We also capitalize certain costs incurred for
the development of enterprise-level business and finance software that we use internally in our operations. Costs
incurred in the application development phase are capitalized while costs related to planning and other preliminary
project activities and to post-implementation activities are expensed as incurred.
We calculate depreciation using the straight-line method over the estimated useful lives of the assets. Estimated
useful lives are generally three to five years for computer software and hardware, including internal use software,
four to fifteen years for machinery and equipment, and five years for furniture and fixtures. Leasehold and land
improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining lease term.
Buildings are amortized over the shorter of the ownership of the building or forty years. We include the amortization
of assets that are recorded under finance leases in depreciation expense. On retirement or disposition, the asset
cost and related accumulated depreciation are removed from our consolidated balance sheets and any gain or loss
is recognized in our consolidated statements of operations.
F-12

We review property and equipment for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. We estimate the recoverability of the asset by comparing the
carrying amount to the future undiscounted cash flows that we expect the asset to generate. We estimate the fair
value of the asset based on the present value of future cash flows for those assets. If the carrying value of an asset
exceeds its estimated fair value, we would record an impairment loss equal to the difference.
Goodwill
We record goodwill when the fair value of consideration transferred in a business combination exceeds the fair
value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have
indefinite useful lives are not amortized, but are tested annually for impairment during the fourth fiscal quarter and
whenever events or changes in circumstances indicate that it is more likely than not that the fair value is less than
the carrying value. Events that would indicate impairment and trigger an interim impairment assessment include, but
are not limited to, current economic and market conditions, including a decline in market capitalization, a significant
adverse change in legal factors, business climate or operational performance of the business, and an adverse
action or assessment by a regulator.
We perform our goodwill impairment analysis at the reporting unit level, which aligns with Dexcom’s reporting
structure and the availability of discrete financial information.
We perform the first step of our annual impairment analysis by either comparing a reporting unit’s estimated fair
value to its carrying amount or doing a qualitative assessment of a reporting unit’s fair value from the last
quantitative assessment to determine if there is potential impairment. We may do a qualitative assessment when
the results of the previous quantitative test indicated the reporting unit’s estimated fair value was significantly in
excess of the carrying value of its net assets and we do not believe there have been significant changes in the
reporting unit’s operations that would significantly decrease its estimated fair value or significantly increase its net
assets. If a quantitative assessment is performed the evaluation includes management estimates of cash flow
projections based on internal future projections and/or use of a market approach by looking at market values of
comparable companies. Key assumptions for these projections include revenue growth, future gross margin and
operating margin growth, and weighted cost of capital and terminal growth rates. The revenue and margin growth
are based on increased sales of new and existing products as we maintain investments in research and
development. Additional assumed value creators may include increased efficiencies from capital spending. The
resulting cash flows are discounted using a weighted average cost of capital. Operating mechanisms and
requirements to ensure that growth and efficiency assumptions will ultimately be realized are also considered in the
evaluation, including the timing and probability of regulatory approvals for our products to be commercialized. We
also consider Dexcom’s market capitalization as a part of our analysis.
If the estimated fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that unit,
goodwill is not impaired and no further analysis is required. If the carrying value of the net assets assigned to a
reporting unit exceeds the estimated fair value of the unit, we perform the second step of the impairment test. In this
step we allocate the fair value of the reporting unit calculated in step one to all of the assets and liabilities of that
unit, as if we had just acquired the reporting unit in a business combination. The excess of the fair value of the
reporting unit over the total amount allocated to the assets and liabilities represents the implied fair value of
goodwill. If the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, we would record an
impairment loss equal to the difference. We recorded no significant goodwill impairment charges for the twelve
months ended December 31, 2024, 2023 or 2022.
The change in goodwill for the twelve months ended December 31, 2024 and 2023 primarily consisted of the
divestiture of our non-diabetes distribution business and translation adjustments on our foreign currency
denominated goodwill.
Intangible Assets and Other Long-Lived Assets
Intangible assets are included in intangibles and other assets, net in our consolidated balance sheets. We amortize
intangible assets with a finite life, such as the customer relationships, acquired technology and intellectual property,
trademarks and trade name, and other intangibles, on a straight-line basis over their estimated useful lives, which
range from one to fourteen years. We review intangible assets that have finite lives and other long-lived assets for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. We estimate the fair value of the asset based on the present value of future cash flows for those
assets. If the carrying value of an asset exceeds its estimated fair value, we would record an impairment loss equal
to the difference.
F-13

For transactions other than a business combination, we also capitalize as intangible assets the cost of certain
milestones payable by us to collaborative partners and incurred at or after the product has obtained regulatory
approval for marketing. The intangible assets associated with these milestones are amortized over the remaining
estimated useful life of the underlying asset.
We recorded no significant intangible asset impairment charges for the twelve months ended December 31, 2024,
2023 or 2022.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that have been included in the financial
statements. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the
period that includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be
realized. In making such determination, we consider all available positive and negative evidence, including future
reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies,
carryback potential if permitted under tax law and results of recent operations. If we determine that we would be
able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an
adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we
determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical
merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we
recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate
settlement with the related tax authority.
We file federal and state income tax returns in the United States and income tax returns in various other foreign
jurisdictions with varying statutes of limitations. Due to net operating losses incurred, our income tax returns from
inception to date are subject to examination by taxing authorities. We recognize interest expense and penalties
related to income tax matters, including unrecognized tax benefits, as a component of income tax expense.
We recognize income tax expense for basis differences related to global intangible low-taxed income (“GILTI”) as a
period cost if and when incurred. GILTI is a category of income that is earned abroad by U.S.-controlled foreign
corporations (CFCs) and is subject to special treatment under the U.S. tax code.
Warranty Accrual
Estimated warranty costs associated with a product are recorded at the time revenue is recognized. We estimate
future warranty costs by analyzing historical warranty experience for the timing and amount of returned product, and
expectations for future warranty activity based on changes and improvements to the product or process that are in
place or will be in place in the future. We evaluate these estimates on at least a quarterly basis to determine the
continued appropriateness of our assumptions.
Loss Contingencies
We are subject to certain legal proceedings, as well as demands, claims and threatened litigation that arise in the
normal course of our business. We review the status of each significant matter quarterly and assess our potential
financial exposure. If the potential loss from a claim or legal proceeding is considered probable and the amount can
be reasonably estimated, we record a liability and an expense for the estimated loss and disclose it in our financial
statements if it is significant. If we determine that a loss is possible and the range of the loss can be reasonably
determined, we do not record a liability or an expense but we disclose the range of the possible loss. We base our
judgments on the best information available at the time. As additional information becomes available, we reassess
the potential liability related to our pending claims and litigation and may revise our estimates. Any revision of our
estimates of potential liability could have a material impact on our financial position and operating results.
F-14

Comprehensive Income
Comprehensive income consists of two elements, net income and other comprehensive income (loss). We report all
components of comprehensive income, including net income, in our financial statements in the period in which they
are recognized. Total comprehensive income is defined as the change in equity during a period from transactions
and other events and circumstances from non-owner sources. We report net income and the components of other
comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses
on marketable securities, net of their related tax effect to arrive at total comprehensive income.
Revenue Recognition
We generate our revenue from the sale of disposable sensors and our reusable transmitter and receiver, collectively
referred to as Reusable Hardware. We also refer to Reusable Hardware and disposable sensors in this section as
Components. We generally recognize revenue when control is transferred to our customers in an amount that
reflects the net consideration to which we expect to be entitled.
In determining how revenue should be recognized, a five-step process is used, which includes identifying
performance obligations in the contract, determining whether the performance obligations are separate, allocating
the transaction price to each separate performance obligation, estimating the amount of variable consideration to
include in the transaction price and determining the timing of revenue recognition for separate performance
obligations.
Contracts and Performance Obligations
We consider customer purchase orders, which in most cases are governed by agreements with distributors or third-
party payors, to be contracts with a customer. For each contract, we consider the obligation to transfer Components
to the customer, each of which are distinct, to be separate performance obligations.
Transaction Price
Transaction price for the Components reflects the net consideration to which we expect to be entitled. Transaction
price is typically based on the contracted rates less an estimate of claim denials and historical reimbursement
experience by payor, which include current and future expectations regarding reimbursement rates and payor mix.
Variable Consideration
We include an estimate of variable consideration in the calculation of the transaction price at the time of sale, when
control of the Components transfers to the customer. Variable consideration includes, but is not limited to: rebates,
chargebacks, product returns provision, and prompt payment discounts. We classify these items as a reduction of
accounts receivable when we are not required to make a payment and as a liability when we are required to make a
payment.
Estimates
We review the adequacy of our estimates for transaction price adjustments and variable consideration at each
reporting date. If the actual amounts of consideration we receive differ from our estimates, we would adjust our
estimates and that would affect reported revenue in the period that such variances become known. If any of these
judgments were to change, it could cause a material increase or decrease in the amount of revenue we report in a
particular period.
Rebates
We are subject to rebates on pricing programs with managed care organizations, such as pharmacy benefit
managers, governmental and third-party commercial payors, primarily in the U.S. We estimate rebates based on
contractual arrangements, estimates of products sold subject to rebate, known events or trends and channel
inventory data.
Chargebacks
We participate in chargeback programs, primarily with government entities in the U.S., under which pricing on
products below negotiated list prices is provided to participating entities and equal to the difference between their
acquisition cost and the lower negotiated price. We estimate chargebacks primarily based on historical experience
on a product and program basis, current contract prices under the chargeback programs and channel inventory
data.
F-15

Product Returns
In accordance with the terms of their distribution agreements, most distributors do not have rights of return. The
distributors typically have a limited time frame to notify us of any missing, damaged, defective or non-conforming
products. We estimate our product returns primarily based on historical experience by applying a historical return
rate to the amounts of revenue estimated to be subject to returns. Additionally, we consider other specific factors
such as estimated shelf life of inventory in the distribution channel and changes to customer terms.
Prompt Payment Discounts
We provide customers with prompt payment discounts, which may result in adjustments to the price that is invoiced
for the product transferred, in the case that payments are made within a defined period. We estimate prompt
payment discounts based on eligible sales and contractual discount rates.
Revenue Recognition
We record revenue from sales of Components upon transfer of control of the product to the customer. We typically
determine transfer of control based on when the product is shipped or delivered and title passes to the customer.
Contract Balances
Contract balances represent amounts presented in our consolidated balance sheets when either we have
transferred goods or services to the customer or the customer has paid consideration to us under the contract.
These contract balances include accounts receivable and deferred revenue. Payment terms vary by contract type
and type of customer and generally range from 30 to 90 days.
Accounts receivable as of December 31, 2024 included unbilled accounts receivable of $15.2 million. We expect to
invoice and collect all unbilled accounts receivable within twelve months.
We record deferred revenue when cash payments have been received prior to satisfaction of the related
performance obligation.
Our performance obligations are generally satisfied within twelve months of the initial contract date. The deferred
revenue balances related to performance obligations that will be satisfied after twelve months were $9.5 million as
of December 31, 2024 and $7.4 million as of December 31, 2023. These balances are included in other long-term
liabilities in our consolidated balance sheets.
Deferred Cost of Sales
Deferred cost of sales are included in prepaid and other current assets in our consolidated balance sheets.
Incentive Compensation Costs
We generally expense incentive compensation associated with our internal sales force when incurred because the
amortization period for such costs, if capitalized, would have been one year or less. We record these costs in
selling, general and administrative expense in our consolidated statements of operations.
Research and Development
We expense costs of research and development as we incur them. Our research and development expenses
primarily consists of engineering and research expenses related to our sensing technology, clinical trials, regulatory
expenses, quality assurance programs, employee compensation, and business process outsourcers.
Our technology includes certain software that we develop. We expense software development costs as we incur
them until technological feasibility has been established, at which time we capitalize development costs until the
product is available for general release to customers. To date, our software has been available for general release
concurrent with the establishment of technological feasibility and, accordingly, we have not capitalized any
development costs.
Collaboration Agreements
We may enter into agreements with collaboration partners for the development and commercialization of our
products. These arrangements may include payments contingent on the occurrence of certain events such as
development, regulatory or sales-based milestones.
F-16

When we account for these agreements, we consider the unique nature, terms and facts and circumstances of each
transaction. Below are some example activities and how we account for them:
•
Payments to collaboration partners through issuance of common stock as consideration in an asset
acquisition are considered share-based payment to non-employees in exchange for goods within the
scope of ASC Topic 718, “Compensation - Stock Compensation.” The amount and the timing of the cost
recognition of such milestones in our financial statements is driven by the accounting for the specific type
of equity instrument under ASC 718 that aligns with the terms of the agreement, including any
performance conditions.
•
The value associated with in-process research and development (“IPR&D”) in an asset acquisition
incurred prior to regulatory approval is expensed as it does not have an alternative future use and is
recorded as research and development expense.
•
The value associated with IPR&D in an asset acquisition incurred at or after regulatory approval is
usually capitalized as an intangible asset and amortized over the periods in which the related products
are expected to contribute to future cash flows.
Advertising Costs
We expense costs to produce advertising as we incur them whereas costs to communicate advertising are
expensed when the advertising is first run. Advertising costs are included in selling, general and administrative
expenses. Advertising expense was $194.2 million, $180.8 million and $160.6 million for the twelve months ended
December 31, 2024, 2023 and 2022, respectively.
Leases
We determine if an arrangement is a lease at inception. Lease right-of-use assets represent our right to use an
underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising
from the lease. Lease right-of-use assets and liabilities with terms of more than 12 months are recognized at
commencement date based on the present value of lease payments over the lease term. The discount rate used to
determine the present value is our collateralized incremental borrowing rate unless the interest rate implicit in the
lease is readily determinable.
For operating leases, lease expense is recognized on a straight-line basis within operating expenses over the lease
term. For finance leases, lease expense is recognized as interest and depreciation; interest using the effective
interest method and depreciation on a straight-line basis over the shorter of the estimated useful lives of the assets
or, in the instance where title does not transfer at the end of the lease term, the lease term. Short-term leases with
lease terms of 12 months or less are not recorded on the balance sheet and are recognized on a straight line basis
over the lease term.
Operating lease right-of-use assets and lease liabilities are presented separately in our consolidated balance
sheets. Finance lease right-of-use assets are included in property and equipment and finance lease liabilities are
included in accounts payable and accrued liabilities and in other long-term liabilities in our consolidated balance
sheets.
Our lease agreements may contain lease components and non-lease components. For certain asset classes, we
have elected to account for both of those components as a single lease component. We use a portfolio approach to
account for the right-of-use assets and liabilities associated with certain machinery and equipment leases. Variable
lease payments may include payments associated with non-lease components, payments that do not depend on a
rate or index, or other costs. Variable lease payments are recognized in the period in which the obligation for those
payments are incurred.
Share-Based Compensation
Share-based compensation expense is measured at the grant date based on the estimated fair value of the award
and is recognized straight-line over the requisite service period of the individual grants, which typically equals the
vesting period.
F-17

We value time-based restricted stock units, or RSUs, at the date of grant using the intrinsic value method. Certain
RSUs granted to senior management vest based on the achievement of pre-established performance or market
goals. We estimate the fair value of these performance/market-based RSUs, or PSUs, at the date of grant using the
intrinsic value method and the probability that the specified performance criteria will be met. We update our
assessment of the probability that the specified performance criteria will be achieved each quarter and adjust our
estimate of the fair value of the PSUs if necessary. The Monte Carlo methodology that we use to estimate the fair
value of PSUs at the date of grant incorporates into the valuation the possibility that the market condition may not
be satisfied. Provided that the requisite service is rendered, the total fair value of the PSUs at the date of grant must
be recognized as compensation expense even if the market condition is not achieved. However, the number of
shares that ultimately vest can vary significantly with the performance of the specified market criteria.
If any of the assumptions used change significantly, share-based compensation expense may differ materially from
what we have recorded in the current period.
We account for forfeitures as they occur by reversing any share-based compensation expense related to awards
that will not vest.
Net Income Per Share
Basic net income per share attributable to common stockholders is calculated by dividing the net income attributable
to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted
net income per share is computed using the weighted average number of common shares outstanding during the
period and, when dilutive, potential common share equivalents.
Potentially dilutive common shares consist of shares issuable from RSUs, PSUs, warrants, our senior convertible
notes, and collaborative sales-based milestones. Potentially dilutive common shares issuable upon vesting of
RSUs, PSUs, and exercise of warrants are determined using the average share price for each period under the
treasury stock method. Potentially dilutive common shares issuable upon conversion of our senior convertible notes
are determined using the if-converted method. In periods of net losses, we exclude all potentially dilutive common
shares from the computation of the diluted net loss per share for those periods as the effect would be anti-dilutive.
The following table sets forth the computation of basic and diluted net income per share for the periods shown:
Twelve Months Ended
December 31,
2024
2023
2022
(In millions, except per share data)
Net income
$
576.2
$
541.5
$
341.2
Add back interest expense, net of tax attributable to assumed
conversion of senior convertible notes
11.5
12.6
11.0
Net income - diluted
$
587.7
$
554.1
$
352.2
Net income per common share
Basic
$
1.46
$
1.40
$
0.88
Diluted
$
1.42
$
1.30
$
0.82
Basic weighted average shares outstanding
393.6
386.0
389.4
Dilutive potential securities:
Collaborative sales-based milestones
0.2
0.7
—
RSUs and PSUs
0.7
1.1
1.0
Senior convertible notes
15.7
26.2
26.9
Warrants
2.5
11.5
10.2
Diluted weighted average shares outstanding
412.7
425.5
427.5
Outstanding anti-dilutive securities not included in the calculations of diluted net income per share attributable to
common stockholders were as follows:
F-18

Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
RSUs and PSUs
1.3
—
0.4
Recent Accounting Guidance
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or
ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU
requires disclosure of significant segment expenses that are regularly provided to the chief operating decision
maker, or CODM, and included within each reported measure of segment profit or loss. We adopted ASU 2023-07
in the fourth quarter of 2024 on a retrospective basis, reflecting the application of the new standard in each prior
reporting period.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU requires
greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information
on income taxes paid. The ASU applies to all entities subject to income taxes and is intended to help investors
better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax
information that affects cash flow forecasts and capital allocation decisions. The ASU is effective for annual periods
beginning after December 15, 2024, with early adoption permitted. The ASU should be applied on a prospective
basis although retrospective application is permitted. We are currently evaluating the impact of this standard on our
disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU
requires disaggregated disclosure of certain costs and expenses in the notes of the financial statements. The ASU
is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning
after December 15, 2027, with early adoption permitted. The ASU should be applied on a prospective basis
although retrospective application is permitted. We are currently evaluating the impact of this standard on our
disclosures.
Recent Securities and Exchange Commission Final Rules Not Yet Implemented
On March 6, 2024, the SEC adopted SEC Release Nos. 33-11275; 34-99678, The Enhancement and
Standardization of Climate-Related Disclosures for Investors, to require the disclosure of certain climate-related
information in registration statements and annual reports, including Scope 1 and 2 emissions and information about
climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, a
company’s business strategy, results of operations, or financial condition. In addition, under the final rules, certain
disclosures related to severe weather events and other natural conditions will be required in audited financial
statements. The disclosure requirements would have begun phasing in for our reports and registration statements
including financial information in the fiscal year ending December 31, 2025, however, in April 2024, the SEC issued
an order staying the final rules until the completion of judicial review. The SEC has since indicated that it intends to
establish a new implementation period following the stay order. We are currently evaluating the impact of this final
rule on our disclosures.
F-19

2. Development and Other Agreements
Collaboration with Verily Life Sciences
On November 20, 2018, we entered into an Amended and Restated Collaboration and License Agreement with
Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland Limited (collectively, “Verily”), which we refer to
as the Restated Collaboration Agreement. This replaced our original Collaboration and License Agreement with
Verily dated August 10, 2015, as amended in October 2016, including the royalty obligations provisions under that
original agreement. Pursuant to the Restated Collaboration Agreement, we and Verily agreed to jointly develop a
certain next-generation CGM product, and potentially additional CGM products, for which we will have exclusive
commercialization rights.
The Restated Collaboration Agreement also provides us with an exclusive license to use intellectual property of
Verily resulting from the collaboration, and certain Verily patents, in the development, manufacture and
commercialization of blood-based or interstitial glucose monitoring products more generally (subject to certain
exclusions, which are outside of the CGM field as it is commonly understood). It also provides us with non-exclusive
license rights under Verily’s other intellectual property rights to develop, manufacture and commercialize those kinds
of glucose monitoring products and certain CGM-product companion software functionalities. In connection with the
Restated Collaboration Agreement, we developed, launched and commercialized a CGM product in connection with
the collaboration.
In consideration of Verily’s performance of its obligations under the joint development plan of the Restated
Collaboration Agreement, the licenses granted to us and the amendment of the original agreement, we made
upfront, incentive, and the product regulatory approval payments, and payments for contingent sales-based
milestones upon the achievement of certain revenue targets.
We account for the contingent milestones payable in shares of our common stock as equity instruments within the
scope of ASC Topic 718. The product regulatory approval and sales-based milestones are accounted for as
performance-based awards that vest when the performance conditions have been achieved and are recognized
when the achievement of the respective contingent milestone is deemed probable. The value of the contingent
milestones is based on our closing stock price on December 28, 2018, which was $29.57 per share.
Upfront and Incentive payments
In the fourth quarter of 2018, we made an initial payment for an upfront fee of $250.0 million through the issuance of
7.4 million shares of our common stock. We recorded a $217.7 million charge in our consolidated statements of
operations during 2018 relating to the issuance of this common stock because this milestone payment did not meet
the capitalization criteria. The value of the charge was based on our closing stock price of $29.57 per share on
December 28, 2018, the date on which we obtained the necessary regulatory approvals and represents the date the
performance- based awards were issued. In 2019, we made a cash incentive payment of $3.2 million due to the
completion of certain development obligations and we recorded these payments as research and development
expense in our consolidated statements of operations.
Contingent milestones
In the fourth quarter of 2021, we determined the achievement of the regulatory approval milestone to be probable
and recorded an $87.1 million research and development charge in our consolidated statements of operations. This
charge is associated with in-process research and development obtained in an asset acquisition prior to regulatory
approval and therefore does not have an alternative future use.
In the first quarter of 2022, we received regulatory approval and issued 2.9 million shares of our common stock in
connection with our achievement of the related milestone.
F-20

In the fourth quarter of 2022, we received approval from the Food and Drug Administration and determined the
achievement of the sales-based milestones to be probable. As such, we capitalized the full value of the sales-based
milestones, $152.4 million, as an intangible asset. The sales-based milestones are contingent upon the
achievement of certain revenue targets. The value of the sales-based milestones is based on: 1) 5.2 million shares
of our common stock, as agreed upon in November 2018 and 2) our closing stock price on December 28, 2018 of
$29.57 per share. December 28, 2018 is the date on which we obtained the necessary regulatory approvals and
represents the date the performance- based awards were issued. The intangible asset will be amortized using the
straight-line method over its estimated useful life of 64 months through March 2028. The related amortization
expense is recognized in cost of sales in our consolidated statements of operations and disclosed in Note 4
“Balance Sheet Details and Other Financial Information—Intangibles, Net” to the consolidated financial statements
in Part II, Item 8 of this Annual Report.
In the fourth quarter of 2023, we issued 3.7 million shares of our common stock in connection with our achievement
of the first sales-based milestone. See the effective tax rate reconciliation in Note 8 “Income Taxes” to the
consolidated financial statements for more information on the tax benefits related to the collaboration agreement
milestone share-based payments for the periods presented.
In the first quarter of 2024, we issued 1.5 million shares of our common stock in connection with our achievement of
the second sales-based milestone.
All milestones were paid in cash or shares of our common stock, at our election.
F-21

3. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
We estimate the fair value of our Level 1 financial instruments, which are in active markets, using unadjusted
quoted market prices for identical instruments.
We obtain the fair values for our Level 2 financial instruments, which are not in active markets, from a primary
professional pricing source that uses quoted market prices for identical or comparable instruments, rather than
direct observations of quoted prices in active markets. Fair values obtained from this professional pricing source can
also be based on pricing models whereby all significant observable inputs, including maturity dates, issue dates,
settlement dates, benchmark yields, reported trades, broker-dealer quotes, issue spreads, benchmark securities,
bids, offers or other market related data, are observable or can be derived from, or corroborated by, observable
market data for substantially the full term of the asset. We validate the quoted market prices provided by our primary
pricing service by comparing the fair values of our Level 2 marketable securities portfolio balance provided by our
primary pricing service against the fair values provided by our investment managers.
We estimate the fair values of our Level 3 financial instruments based on unobservable inputs and other estimation
techniques due to the absence of quoted market prices and inherent lack of liquidity.
The following table summarizes financial assets that we measured at fair value on a recurring basis as of
December 31, 2024, classified in accordance with the fair value hierarchy:
Fair Value Measurements Using
(In millions)
Level 1
Level 2
Level 3
Total
Cash equivalents
$
134.2
$
—
$
—
$
134.2
Debt securities, available-for-sale:
U.S. government agencies (1)
—
1,150.1
—
1,150.1
Commercial paper
—
312.1
—
312.1
Corporate debt
—
511.1
—
511.1
Total debt securities, available-for-sale
—
1,973.3
—
1,973.3
Other long-term assets:
Convertible notes receivable
—
—
10.5
10.5
Other assets (2)
20.6
—
—
20.6
Total assets measured at fair value on a recurring basis $
154.8
$
1,973.3
$
10.5
$
2,138.6
(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.
(2) Includes assets which are primarily held pursuant to a deferred compensation plan for senior management, which consist
mainly of mutual funds.
F-22

The following table summarizes financial assets that we measured at fair value on a recurring basis as of
December 31, 2023, classified in accordance with the fair value hierarchy:
Fair Value Measurements Using
(In millions)
Level 1
Level 2
Level 3
Total
Cash equivalents
$
315.9
$
—
$
—
$
315.9
Debt securities, available-for-sale:
U.S. government agencies (1)
—
1,612.5
—
1,612.5
Commercial paper
—
184.7
—
184.7
Corporate debt
—
360.6
—
360.6
Total debt securities, available-for-sale
—
2,157.8
—
2,157.8
Other assets (2)
15.2
—
—
15.2
Total assets measured at fair value on a recurring basis $
331.1
$
2,157.8
$
—
$
2,488.9
(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.
(2) Includes assets which are held pursuant to a deferred compensation plan for senior management, which consist mainly
of mutual funds.
There were no transfers into or out of Level 3 securities during the twelve months ended December 31, 2024 and
2023.
Fair Value of Senior Convertible Notes
The fair value, based on trading prices (Level 1 inputs), of our senior convertible notes were as follows as of the
dates indicated:
Fair Value Measurements Using
Level 1
(In millions)
December 31,
2024
December 31,
2023
Senior Convertible Notes due 2025
$
1,163.7
$
1,262.8
Senior Convertible Notes due 2028
1,122.3
1,281.8
Total fair value of outstanding senior convertible notes
$
2,286.0
$
2,544.6
For more information on the carrying values of our senior convertible notes, see Note 5 “Debt—Senior Convertible
Notes” to the consolidated financial statements.
Foreign Currency and Derivative Financial Instruments
As we conduct business globally in many currencies, we are exposed to foreign exchange rate changes. To limit this
exposure, we enter into foreign currency forward contracts to hedge monetary assets and liabilities denominated in
foreign currencies. Our foreign currency forward contracts are not designated as hedging instruments. Therefore,
changes in the fair values of these contracts are recognized in earnings, thereby offsetting the current earnings
effect of the related foreign currency assets and liabilities. The duration of these contracts is generally one month.
The derivative gains and losses are included in other income (expense), net in our consolidated statements of
operations.
As of December 31, 2024 and December 31, 2023, the notional amounts of outstanding foreign currency forward
contracts were $66.0 million and $71.0 million, respectively. The resulting impact on our consolidated financial
statements from currency hedging activities was not significant for the twelve months ended December 31, 2024,
2023 and 2022.
We monitor the costs and the impact of foreign currency risks upon our financial results as part of our risk
management program. We do not use derivative financial instruments for speculation or trading purposes or for
activities other than risk management. We do not require and are not required to pledge collateral for these financial
instruments and we do not carry any master netting arrangements to mitigate the credit risk.
F-23

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
In accordance with authoritative guidance, we measure certain non-financial assets and liabilities at fair value on a
non-recurring basis. These measurements are usually performed using the discounted cash flow method or cost
method and Level 3 inputs. These include items such as non-financial assets and liabilities initially measured at fair
value in a business combination and non-financial long-lived assets measured at fair value for an impairment
assessment. In general, non-financial assets, including goodwill, intangible assets, and property and equipment, are
measured at fair value when there are indicators of impairment and are recorded at fair value only when an
impairment is recognized.
We hold certain other investments that we do not measure at fair value on a recurring basis. The carrying values of
these investments were $119.3 million as of December 31, 2024 and $38.5 million as of December 31, 2023. We
include the carrying values of these investments in other assets in our consolidated balance sheets. It is
impracticable for us to estimate the fair value of these investments on a recurring basis due to the fact that these
entities are privately held and limited information is available. We monitor the information that becomes available
from time to time and adjust the carrying values of these investments if there are identified events or changes in
circumstances that have a significant effect on the fair values.
There were no significant impairment losses on assets and liabilities measured at fair value on a non-recurring basis
during the twelve months ended December 31, 2024 and December 31, 2023. During the fourth quarter 2022, we
vacated a leased building and made it available for sublease, resulting in an impairment of its asset group which
consisted primarily of leasehold improvements and right-of-use asset. We recorded $23.0 million in impairment
losses during the twelve months ended December 31, 2022. See Note 6 “Leases and Other Commitments” to the
consolidated financial statements for more information.
F-24

4. Balance Sheet Details and Other Financial Information
Short-Term Marketable Securities
Short-term marketable securities, consisting of available-for-sale debt securities, were as follows as of the dates
indicated:
December 31, 2024
(In millions)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Market
Value
Debt securities, available-for-sale:
U.S. government agencies (1)
$
1,149.4
$
1.3
$
(0.6) $
1,150.1
Commercial paper
312.2
—
(0.1)
312.1
Corporate debt
511.1
0.4
(0.4)
511.1
Total debt securities, available-for-sale
$
1,972.7
$
1.7
$
(1.1) $
1,973.3
(
)
(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.
December 31, 2023
(In millions)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Market
Value
Debt securities, available-for-sale:
U.S. government agencies (1)
$
1,611.8
$
1.2
$
(0.5) $
1,612.5
Commercial paper
184.8
—
(0.1)
184.7
Corporate debt
360.8
0.1
(0.3)
360.6
Total debt securities, available-for-sale
$
2,157.4
$
1.3
$
(0.9) $
2,157.8
(
)
(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.
As of December 31, 2024, the estimated market values of our short-term debt securities with contractual maturities
up to 12 months and up to 18 months were $1.73 billion and $247.7 million, respectively. As of December 31, 2023,
the estimated market value of our short-term debt securities with contractual maturities up to 12 months was
$2.16 billion. Gross realized gains and losses on sales of our short-term debt securities for the twelve months ended
December 31, 2024, 2023 and 2022 were not significant.
We periodically review our portfolio of debt securities to determine if any investment is impaired due to credit loss or
other potential valuation concerns. For debt securities where the fair value of the investment is less than the
amortized cost basis, we have assessed at the individual security level for various quantitative factors including, but
not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst
reports, and the severity of impairment. Unrealized losses on available-for-sale debt securities at December 31,
2024 were primarily due to changes in interest rates, including market credit spreads, and not due to increased
credit risks associated with specific securities. Accordingly, we have not recorded an allowance for credit losses. We
do not intend to sell these investments and it is not more likely than not that we will be required to sell the
investments before recovery of their amortized cost bases, which may be at maturity.
Equity Investments
During the twelve months ended December 31, 2024, unrealized gains or losses on equity investments were not
significant. During the twelve months ended December 31, 2023, and 2022, we had no unrealized gains or losses
on equity investments. Realized gains from the sale of an equity investment were not significant for the twelve
months ended December 31, 2024, 2023 and 2022.
F-25

Accounts Receivable
December 31,
(In millions)
2024
2023
Accounts receivable
$
1,014.9
$
983.2
Less: allowance for doubtful accounts
(9.2)
(9.3)
Total accounts receivable, net
$
1,005.7
$
973.9
Reserve for prompt payment cash discounts recorded against accounts receivable, excluding allowance for doubtful
accounts, was $17.3 million, $13.7 million, $8.3 million as of December 31, 2024, 2023, and 2022, respectively.
Inventory
December 31,
(In millions)
2024
2023
Raw materials
$
327.1
$
319.5
Work-in-process
28.1
30.0
Finished goods
187.4
210.1
Total inventory
$
542.6
$
559.6
During the twelve months ended December 31, 2024, 2023 and 2022, we recorded excess and obsolete inventory
charges of $53.5 million, $16.6 million and $13.9 million respectively, in cost of sales as a result of our ongoing
assessment of sales demand, inventory on hand for each product and the continuous improvement and innovation
of our products.
Prepaid and Other Current Assets
December 31,
(In millions)
2024
2023
Prepaid expenses
$
76.3
$
58.7
Prepaid inventory
11.2
31.5
Deferred compensation plan assets
18.6
15.2
Income tax receivables
27.9
13.6
Other current assets
39.7
49.3
Total prepaid and other current assets
$
173.7
$
168.3
Property and Equipment
December 31,
(In millions)
2024
2023
Land and land improvements
$
53.1
$
34.5
Building
291.0
190.5
Furniture and fixtures
40.2
36.9
Computer software and hardware
76.6
65.8
Machinery and equipment
908.9
683.3
Leasehold improvements
293.8
283.4
Construction in progress
354.6
328.1
Total cost
2,018.2
1,622.5
Less: accumulated depreciation and amortization
(678.3)
(509.4)
Total property and equipment, net
$
1,339.9
$
1,113.1
Depreciation expense related to property and equipment for the twelve months ended December 31, 2024, 2023
and 2022 was $181.2 million, $147.4 million and $144.1 million, respectively.
Loss on disposal of property and equipment during the twelve months ended December 31, 2024, 2023 and 2022
recorded in operating expenses was $5.1 million, $0.7 million and $2.2 million, respectively.
F-26

Intangibles, Net
The following table summarizes the components of gross intangible assets, accumulated amortization, and net
intangible asset balances as of December 31, 2024 and December 31, 2023:
December 31, 2024
(Dollars in millions)
Weighted Average
Useful Life
(in years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Verily intangible asset (1)
3.3
$
152.4
$
(59.5) $
92.9
Customer relationships
1.8
17.5
(13.0)
4.5
Acquired technology and intellectual property (2)
7.2
19.6
(14.7)
4.9
Trademarks and trade name
1.6
3.8
(2.7)
1.1
Intangibles, other
0.0
0.2
(0.2)
—
Total
3.4
$
193.5
$
(90.1) $
103.4
(
)
December 31, 2023
(Dollars in millions)
Weighted Average
Useful Life
(in years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Verily intangible (1)
4.3
$
152.4
$
(31.0) $
121.4
Customer relationships
2.4
24.1
(15.0)
9.1
Acquired technology and intellectual property (2)
0.8
14.6
(12.6)
2.0
Trademarks and trade name
2.6
4.2
(2.2)
2.0
Intangibles, other
0.0
0.2
(0.2)
—
Total
4.1
$
195.5
$
(61.0) $
134.5
(1) See Note 2 “Development and Other Agreements” to the consolidated financial statements in Part II, Item 8 of this Annual
Report for more information.
(2) Excludes Verily intangible asset.
(
)
The following table presents the total amortization expense of finite-lived intangible assets for the twelve months
ended December 31, 2024, 2023 and 2022:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Amortization expense included in cost of sales
$
29.8
$
30.5
$
4.3
Amortization expense included in operating expenses
6.7
8.1
7.5
Total amortization of intangible assets
$
36.5
$
38.6
$
11.8
The following table presents estimated future amortization of the Company’s finite-lived intangible assets as of
December 31, 2024:
(In millions)
2025
$
32.7
2026
31.5
2027
29.6
2028
7.6
2029
0.5
Thereafter
1.5
Total
$
103.4
F-27

Other Assets
December 31,
(In millions)
2024
2023
Non-marketable equity securities
$
119.3
$
38.5
Long-term deposits
13.8
14.4
Other assets
39.9
22.1
Total other assets
$
173.0
$
75.0
Accounts Payable and Accrued Liabilities
December 31,
(In millions)
2024
2023
Accounts payable trade
$
345.3
$
276.4
Accrued tax, audit, and legal fees
38.4
42.6
Accrued rebates
1,135.9
950.7
Accrued warranty
5.9
12.6
Income tax payable
3.9
7.5
Deferred compensation plan liabilities
18.6
15.2
Other accrued liabilities
37.1
40.5
Total accounts payable and accrued liabilities
$
1,585.1
$
1,345.5
Accrued Payroll and Related Expenses
December 31,
(In millions)
2024
2023
Accrued wages, bonus and taxes
$
74.5
$
139.8
Other accrued employee benefits
37.5
31.2
Total accrued payroll and related expenses
$
112.0
$
171.0
Accrued Warranty
Warranty costs are reflected in our statements of operations as cost of sales. Reconciliations of our accrued
warranty costs for the twelve months ended December 31, 2024, 2023 and 2022 were as follows:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Beginning balance
$
12.6
$
12.8
$
12.9
Charges to costs and expenses
47.2
51.5
43.0
Costs incurred
(53.9)
(51.7)
(43.1)
Ending balance
$
5.9
$
12.6
$
12.8
Other Long-Term Liabilities
December 31,
(In millions)
2024
2023
Finance lease obligations
$
58.5
$
58.6
Deferred revenue, long-term
9.5
7.4
Asset retirement obligation
17.0
15.7
Other tax liabilities
44.8
38.7
Other liabilities
18.1
5.2
Total other long-term liabilities
$
147.9
$
125.6
F-28

Other Income (Expense), Net
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Interest and dividend income
$
134.2
$
135.0
$
23.8
Interest expense
(19.0)
(20.3)
(18.6)
Other expense, net
(6.2)
(2.0)
(5.6)
Total other income (expense), net
$
109.0
$
112.7
$
(0.4)
(
)
F-29

5. Debt
Senior Convertible Notes
The carrying amounts of our senior convertible notes were as follows as of the dates indicated:
December 31,
(In millions)
2024
2023
Principal amount:
Senior Convertible Notes due 2025
$
1,207.5
$
1,207.5
Senior Convertible Notes due 2028
1,250.0
1,250.0
Total principal amount
2,457.5
2,457.5
Unamortized debt issuance costs
(16.1)
(23.3)
Carrying amount of senior convertible notes
$
2,441.4
$
2,434.2
For our senior convertible notes for which the if-converted value exceeded the principal amount, the amount in
excess of principal was as follows as of the dates indicated:
December 31,
(In millions)
2024
2023
Senior Convertible Notes due 2025
$
—
$
56.1
Senior Convertible Notes due 2028
—
33.6
Total by which the notes’ if-converted value exceeds their principal amount
$
—
$
89.7
The following table summarizes the components of interest expense and the effective interest rates for our senior
convertible notes for the periods shown:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Cash interest expense:
Contractual coupon interest (1)
$
7.7
$
9.1
$
8.8
Non-cash interest expense:
Amortization of debt issuance costs
7.2
7.3
5.9
Total interest expense recognized on senior notes
$
14.9
$
16.4
$
14.7
Effective interest rate:
Senior Convertible Notes due 2023 (2)
*
1.1 %
1.1 %
Senior Convertible Notes due 2025
0.5 %
0.5 %
0.5 %
Senior Convertible Notes due 2028
0.7 %
0.7 %
*
(1) Interest on our unsecured senior convertible notes due 2023, or the 2023 Notes, began accruing upon issuance and was
payable semi-annually on June 1 and December 1 of each year until the 2023 Notes matured on December 1, 2023.
Interest on our unsecured senior convertible notes due 2025, or the 2025 Notes, began accruing upon issuance and is
payable semi-annually on May 15 and November 15 of each year. Interest on our unsecured senior convertible notes due
2028, or the 2028 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of
each year.
(2) The effective interest rate presented represents the rate applicable for the period outstanding. The 2023 Notes matured
on December 1, 2023 and are no longer outstanding.
* Not applicable as no notes were outstanding in the relevant period.
F-30

Convertible Debt Summary
The following table summarizes key details of the 2023 Notes, 2025 Notes, and 2028 Notes:
Senior
Convertible
Notes
Offering
Completion
Date
Maturity Date
Stated
Interest
Rate
Aggregate
Principal
Amount
Issued
Net Proceeds(1)
Initial Conversion
Rate(2)
(per $1,000
principal amount)
Conversion
Price
(per share)
Settlement
Methods(3)
2023
Notes(4)
November
2018
December 1,
2023
0.75%
$850.0 million
$836.6 million
24.3476 shares
$41.07
Cash and/
or shares
2025
Notes
May 2020
November 15,
2025
0.25%
$1.21 billion
$1.19 billion
6.6620 shares
$150.11
Cash and/
or shares
2028
Notes
May 2023
May 15, 2028
0.375%
$1.25 billion
$1.23 billion
6.1571 shares
$162.41
Cash and/
or shares
(1) Net proceeds are calculated by deducting the initial purchasers’ discounts and estimated costs directly related to the offering
from the aggregate principal amount of the applicable series of notes.
(2) Subject to adjustments as defined in the applicable indentures.
(3) The 2025 Notes and 2028 Notes may be settled in cash, stock, or a combination thereof, solely at our discretion. The 2023
Notes, while outstanding, could be settled in cash, stock, or a combination thereof, solely at our discretion.
(4) The 2023 Notes matured on December 1, 2023 and are no longer outstanding.
We use the if-converted method for assumed conversion of our senior convertible notes to compute the weighted
average shares of common stock outstanding for diluted earnings per share.
No principal payments are due on any of our senior convertible notes prior to maturity. Other than restrictions
relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution
adjustments, the indentures relating to our senior convertible notes include customary terms and covenants,
including certain events of default after which the senior convertible notes may be due and payable immediately.
2023 Note Hedge
In connection with the offering of the 2023 Notes, in November 2018 we entered into convertible note hedge
transactions, or the 2023 Note Hedge, with two of the initial purchasers of the 2023 Notes, which we refer to as the
2023 Counterparties, entitling us to purchase up to 20.7 million shares of our common stock. The 2023 Note Hedge
expired on December 1, 2023. See below for a description of conversion activity related to the 2023 Notes and
shares received as the result of exercising the remaining portion of the 2023 Note Hedge in 2023.
2023 Warrants
In November 2018, we also sold warrants, or the 2023 Warrants, to the 2023 Counterparties to acquire up to 20.7
million shares of our common stock. The 2023 Warrants required net share settlement and a pro-rated number of
warrants expired on each of the 60 scheduled trading days following March 1, 2024. We received $183.8 million in
cash proceeds from the sale of the 2023 Warrants, which we recorded in additional paid-in capital during 2018. The
2023 Warrants could have had a dilutive effect on our earnings per share to the extent that the price of our common
stock during a given measurement period exceeded the strike price of the 2023 Warrants. The strike price of the
2023 Warrants was initially $49.60 per share, subject to certain adjustments under the terms of the warrant
agreements. We use the treasury share method for assumed conversion of the 2023 Warrants when computing the
weighted average common shares outstanding for diluted earnings per share.
On February 13, 2024, we entered into a warrant termination agreement with one of the 2023 Counterparties to
terminate outstanding warrants to purchase an aggregate of 10.3 million shares of our common stock. In
consideration of the termination of these warrants, we delivered 6.0 million shares of our common stock to the
holder.
During the first quarter of 2024, a portion of the 2023 Warrants was exercised and we issued 1.9 million shares of
our common stock in addition to the aforementioned 6.0 million shares issued in connection with the warrant
termination agreement.
During the second quarter of 2024, the remaining portion of the 2023 Warrants was exercised and we issued 4.6
million shares of our common stock in connection with the exercise.
F-31

2028 Capped Call Transactions
In May 2023, in connection with the offering of the 2028 Notes, we entered into privately negotiated capped call
transactions, or the 2028 Capped Calls, with certain financial institutions. The 2028 Capped Calls cover, subject to
anti-dilution adjustments substantially similar to those applicable to the 2028 Notes, the number of shares of our
common stock initially underlying the 2028 Notes. The 2028 Capped Calls are expected generally to reduce
potential dilution to our common stock upon conversion of the 2028 Notes and/or offset any cash payments that we
are required to make in excess of the principal amount of converted 2028 Notes, as the case may be, with such
reduction and/or offset subject to a cap. The 2028 Capped Calls have an initial cap price of $212.62 per share,
subject to adjustments, which represents a premium of 80% over the closing price of our common stock of $118.12
per share on the Nasdaq Global Select Market on May 2, 2023. The cost to purchase the 2028 Capped Calls of
$101.3 million was recorded as a reduction to additional paid-in capital in our consolidated balance sheets as the
2028 Capped Calls met the criteria for classification in stockholders’ equity.
Conversion Activity for Senior Convertible Notes
The 2023 Notes matured on December 1, 2023 and all outstanding principal was settled. There was no conversion
activity for the 2025 Notes or 2028 Notes for the twelve months ended December 31, 2024. See the following table
for the details of conversion activity for the 2023 Notes for the fiscal year ended December 31, 2023:
Fiscal Period
Converted Notes
Aggregate Principal
Amount Converted
Shares Issued for
Settlement
Shares Received from
Exercise of 2023 Note Hedge
1/1/2023 - 12/31/2023
2023 Notes
$774.8 million
12.2 million
12.2 million
F-32

Conversion Rights for Senior Convertible Notes
Holders of our outstanding senior convertible notes have the right to require us to repurchase for cash all or a
portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence
of a fundamental change (as defined in the applicable indenture relating to the notes). We are also required to
increase the conversion rate for holders who convert their notes in connection with certain fundamental changes
occurring prior to the maturity date or following the delivery by Dexcom of a notice of redemption.
The following table outlines the conversion options related for each of our senior convertible notes:
Summary of Conversions Rights at the Option of the Holders for the 2025 Notes and 2028 Notes, which
we refer to collectively as the Notes
Conversion
Rights at the
Option of the
Holders
Holders of the Notes have the ability to convert all or a portion of their notes in multiples of
$1,000 principal amount, at their option prior to 5:00 p.m., New York City time, on the
business day immediately preceding August 15, 2025 and February 15, 2028 for the 2025
Notes and 2028 Notes, respectively, only under the following circumstances:
Circumstance 1(1)
During any calendar quarter commencing after the applicable period (and only during such
calendar quarter), if the last reported sale price of Dexcom’s common stock for at least 20
trading days (whether or not consecutive) during the period of 30 consecutive trading days
ending on the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the applicable conversion price for the Notes on each applicable trading
day
Circumstance 2
During the five business day period after any five consecutive trading day period in which the
trading price per $1,000 principal amount of the Notes for each trading day of that five
consecutive trading day period was less than 98% of the product of the last reported sale
price of Dexcom’s common stock and the applicable conversion rate of the Notes on each
such trading day
Circumstance 3
If we call any or all of the Notes for redemption, at any time prior to the close of business on
the scheduled trading day immediately preceding the redemption date (only with respect to
the notes called or deemed called for redemption)
Circumstance 4
Upon the occurrence of specified corporate events
Circumstance 5(2)
Holders of the Notes may convert all or a portion of their Notes regardless of the foregoing
circumstances prior to the close of business on the business day immediately preceding the
maturity date for the 2025 Notes and prior to the close of business on the second scheduled
trading day immediately preceding the maturity date for the 2028 Notes
(1) Circumstance 1 is available after the calendar quarter ended September 30, 2020 and September 30, 2023 for the 2025
Notes and 2028 Notes, respectively.
(2) Circumstance 5 is available on or after August 15, 2025 and February 15, 2028 for the 2025 Notes and 2028 Notes,
respectively.
Summary of Conversion Right at the Option of the Company for the 2025 Notes and 2028 Notes
Conversion Right
at Our Option(1)
Dexcom may redeem for cash all or part of the Notes, at its option, if the last reported sale
price of our common stock has been at least 130% of the conversion price then in effect for at
least 20 trading days (whether or not consecutive) during any 30 consecutive trading day
period ending on, and including, the trading day immediately preceding the date on which
Dexcom provides notice of redemption. The redemption price will be equal to 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but
excluding, the redemption date
(1) Dexcom does not have the right to redeem the Notes prior to May 20, 2023 and May 20, 2026 for the 2025 Notes and 2028
Notes, respectively. Dexcom has the right to redeem the notes on or after May 20, 2023 and prior to August 15, 2025 for the
2025 Notes, and on or after May 20, 2026 and prior to February 15, 2028 for the 2028 Notes.
y
g
p
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y
F-33

Revolving Credit Agreement
Terms of the Revolving Credit Agreement
In June 2023, we entered into the First Amendment to the Second Amended and Restated Credit Agreement, as
amended, or the Amended Credit Agreement, which we had previously entered into in October 2021. The Amended
Credit Agreement is a five-year revolving credit facility, or the Credit Facility, that provides for an available principal
amount of $200.0 million which can be increased up to $500.0 million at our option subject to customary conditions
and approval of our lenders. The Amended Credit Agreement will mature on October 13, 2026. Borrowings under
the Amended Credit Agreement are available for general corporate purposes, including working capital and capital
expenditures.
Information related to availability and outstanding borrowings on our Amended Credit Agreement is as follows as of
the date indicated:
December 31,
(In millions)
2024
Available principal amount
$
200.0
Letters of credit sub-facility
25.0
Outstanding borrowings
—
Outstanding letters of credit
7.7
Total available balance
$
192.3
Revolving loans under the Amended Credit Agreement bear interest at our choice of one of three base rates plus a
range of applicable rates that are based on our leverage ratio. The minimum and maximum range of applicable
rates per annum with respect to any ABR Loan, Term Benchmark Revolving Loan, or RFR Revolving Loan, each as
defined in the Amended Credit Agreement under the captions “ABR Spread”, “Term Benchmark”, and “RFR
Spread”, or “Unused Commitment Fee Rate”, respectively, are outlined in the following table:
Range
ABR Spread
Term Benchmark/RFR Spread
Unused Commitment Fee Rate
Minimum
0.375%
1.375%
0.175%
Maximum
1.000%
2.000%
0.250%
Our obligations under the Amended Credit Agreement are guaranteed by our existing and future wholly-owned
domestic subsidiaries, and are secured by a first-priority security interest in substantially all of the assets of Dexcom
and the guarantors, including all or a portion of the equity interests of our domestic subsidiaries and first-tier foreign
subsidiaries but excluding real property and intellectual property (which is subject to a negative pledge). The
Amended Credit Agreement contains covenants that limit certain indebtedness, liens, investments, transactions with
affiliates, dividends and other restricted payments, subordinated indebtedness and amendments to subordinated
indebtedness documents, and sale and leaseback transactions of Dexcom or any of its domestic subsidiaries. The
Amended Credit Agreement also requires us to maintain a maximum leverage ratio and a minimum fixed charge
coverage ratio. We were in compliance with these covenants as of December 31, 2024.
As of December 31, 2024, we have no other material guarantee facilities or lines of credit.
F-34

6. Leases and Other Commitments
Leases
We have leases for certain machinery and facilities, including office, manufacturing and warehouse space facilities
under various domestic and international operating and finance lease arrangements. We also have land leases in
Penang, Malaysia that expire through 2082 and in Athenry, Ireland that expire in 3023 for the build-out of our
international manufacturing facilities. Our leases, excluding our land leases in Malaysia and Ireland, have remaining
lease terms of up to sixteen years. Some of the leases include one or more options to extend the leases for up to
five years per option. Our lease terms include options to extend or terminate the lease when it is reasonably certain
that we will exercise that option.
As of December 31, 2024, the maturities of our operating and finance lease liabilities were as shown in the table
below:
(In millions)
Operating
Leases
Finance
Leases
2025
$
26.8
$
9.7
2026
26.1
8.8
2027
20.9
6.9
2028
15.9
5.4
2029
2.9
5.5
Thereafter
6.9
54.6
Total future lease cost
99.5
90.9
Less: Imputed interest
(12.0)
(26.0)
Present value of future payments
87.5
64.9
Less: Current portion
(22.5)
(6.4)
Long-term portion
$
65.0
$
58.5
Certain lease agreements require us to return designated areas of leased space to its original condition upon
termination of the lease agreement, for which we record an asset retirement obligation and a corresponding capital
asset in an amount equal to the estimated fair value of the obligation. In subsequent periods, the asset retirement
obligation is accreted for the change in its present value and the capitalized asset is depreciated, both over the term
of the associated lease agreement. Asset retirement obligations of $17.0 million and $15.7 million as of
December 31, 2024 and 2023, respectively, are included in other long-term liabilities in our consolidated balance
sheets.
The components of lease expense for the twelve months ended December 31, 2024, 2023 and 2022 were as
follows:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Finance lease cost:
Amortization of right-of-use assets
$
7.2
$
6.5
$
5.6
Interest on lease liabilities
3.4
3.2
3.3
Operating lease cost
22.4
22.9
22.6
Right-of-use asset impairment
—
—
6.3
Short-term lease cost
3.8
2.4
3.5
Variable lease cost
9.0
8.3
8.0
Total lease cost
$
45.8
$
43.3
$
49.3
F-35

As the result of the Company’s transition to a flexible working environment, we vacated a building in San Diego
during the fourth quarter of 2022 and made it available for sublease. This resulted in an impairment indicator. We
tested the asset group as of November 30, 2022 consisting primarily of the leasehold improvements and right-of-
use asset for recoverability by comparing its carrying value to an estimate of future undiscounted cash flows. Based
on the results of the recoverability test, we determined that the undiscounted cash flows of the asset group were
below its carrying value.
We determined the fair value of the asset group by discounting the estimated future cash flows using level 3 fair
value inputs under ASC 820 as described in Note 1 “Organization and Significant Accounting Policies—Intangible
Assets and Other Long-Lived Assets”. As a result of the impairment test, we recorded a non-cash charge of
$23.0 million for the twelve months ended December 31, 2022 in the “Selling, general and administrative” caption of
our consolidated statements of operations. The fair value of the asset group immediately subsequent to the
impairment was $2.5 million and was categorized as Level 3 within the ASC 820, “Fair Value Measurements” fair
value hierarchy.
Other information related to our leases is as follows:
Twelve Months Ended
December 31,
(Dollars in millions)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
27.5
$
28.1
$
26.0
Operating cash flows from finance leases
3.4
3.2
3.1
Financing cash flows from finance leases
13.0
4.7
15.5
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases
8.8
7.5
15.6
Finance leases
$
14.6
$
4.2
$
16.1
Weighted average remaining lease term:
Operating leases
4.2 years
5.0 years
5.5 years
Finance leases
12.6 years
14.1 years
15.2 years
Weighted average discount rate:
Operating leases
6.1 %
6.1 %
6.0 %
Finance leases
5.4 %
5.3 %
5.1 %
Amortization of operating lease right-of-use asset included in cash flows from operating activities in our consolidated
statements of cash flows was $16.7 million, $16.5 million, and $16.4 million for the twelve months ended
December 31, 2024, 2023 and 2022, respectively.
Purchase Commitments
We are party to various purchase arrangements related to our operational, manufacturing, and research and
development activities. We had approximately $954.9 million and $793.0 million of open purchase orders and
contractual obligations in the ordinary course of business, the majority of which are due within one year, as of
December 31, 2024 and December 31, 2023, respectively.
F-36

7. Contingencies
Litigation
We are subject to various claims, complaints and legal actions that arise from time to time in the normal course of
business, including commercial insurance, product liability, intellectual property and employment related matters. In
addition, from time to time we may bring claims or initiate lawsuits against various third parties with respect to
matters arising out of the ordinary course of our business, including commercial and employment related matters.
Between June 2021 through the year ended December 31, 2024, we and certain Abbott Diabetes Care, Inc.
(“Abbott”) entities served patent infringement complaints against each other in multiple jurisdictions against certain
continuous glucose monitoring products of each company. On December 20, 2024, we and Abbott entered into a
settlement and patent cross license agreement (the “Settlement Agreement”) to resolve all outstanding patent
litigation between the parties (the “Litigation”). Under the terms of the Settlement Agreement, we granted Abbott and
its affiliates, and Abbott and its affiliates granted Dexcom and its affiliates, a worldwide, royalty-free, non-exclusive,
fully paid-up license to certain patents and patent applications relating to analyte sensing, including to all the patents
asserted in the Litigation. The Settlement Agreement does not obligate us or Abbott to pay any royalties or any other
form of financial compensation. As part of the Settlement Agreement, each party, on behalf of itself and its affiliates,
has also (i) entered into a covenant not to sue until December 20, 2034; and (ii) agreed on behalf of themselves and
their affiliates to refrain from challenging the patents and patent applications licensed under the Settlement
Agreement for periods of time which vary depending on the relevant patents or patent applications.
Due to uncertainty surrounding the securities class action litigation and the derivative action, we are unable to
reasonably estimate the ultimate outcome of any of the litigation matters at this time. We intend to defend against
these claims vigorously in all of these actions.
We do not believe we are party to any other currently pending legal proceedings, the outcome of which could have
a material adverse effect on our business, financial condition, or results of operations. There can be no assurance
that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a
material adverse effect on our business, financial condition, or results of operations.
F-37

8. Income Taxes
Income (loss) before income taxes subject to taxes in the following jurisdictions is as follows:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
United States
$
659.8
$
732.4
$
463.5
Outside of the United States
49.2
(22.0)
(72.7)
Total
$
709.0
$
710.4
$
390.8
Significant components of the provision for income taxes are as follows:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Current:
Federal
$
157.4
$
149.1
$
32.6
State
16.5
18.1
26.1
Foreign
2.7
56.7
12.5
Total current income taxes
176.6
223.9
71.2
Deferred:
Federal
(55.2)
(93.7)
(4.3)
State
(2.0)
14.6
(17.6)
Foreign
13.4
24.1
0.3
Total deferred income taxes
(43.8)
(55.0)
(21.6)
Total
$
132.8
$
168.9
$
49.6
Significant loss and tax credit carryforwards and years of expiration are as follows:
December 31,
Year of
Expiration
(In millions)
2024
2023
Net operating loss:
Federal
$
12.1
$
20.4
2028
California
162.0
167.7
2035
Other states
5.8
7.8
2028
UK
—
—
Indefinite
Other foreign
—
6.0
2027
Tax credits:
Federal
R&D credits
—
—
Foreign tax credits
0.1
0.1
2032
California R&D credits
124.9
111.9
Indefinite
California AMT Credits
$
0.5
$
0.5
Indefinite
Utilization of net operating losses and credit carryforwards is subject to an annual limitation due to ownership
change limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar
state provisions. An ownership change limitation occurred as a result of the stock offering completed in February
2009. The limitation will result in approximately $1.1 million of U.S. research and development tax credits that will
expire unused, and is therefore, not reflected in the tax credit carryforwards above. In addition, the related deferred
tax assets have been removed from the components of our deferred tax assets as summarized in the table below.
The tax benefits related to the remaining federal and state net operating losses and tax credit carryforwards may be
further limited or lost if future cumulative changes in ownership exceed 50% within any three-year period.
F-38

Significant components of our deferred tax assets and liabilities as of December 31, 2024 and 2023 are shown
below. Significant judgment is required to evaluate the need for a valuation allowance against deferred tax assets.
We review all available positive and negative evidence, including projections of pre-tax book income, earnings
history, reliability of forecasting, and reversal of temporary differences. A valuation allowance is established when it
is more likely than not that some or all of the deferred tax assets will not be realized. Realization of deferred tax
assets is dependent upon future earnings in applicable tax jurisdictions.
December 31,
(In millions)
2024
2023
Deferred tax assets:
Net operating loss carryforwards
$
14.4
$
18.1
Capitalized research and development expenses
265.0
233.4
Tax credits
79.2
71.4
Share-based compensation
22.5
27.0
Fixed and intangible assets
263.6
279.8
Accrued liabilities and reserves
87.4
91.0
Convertible debt
16.0
20.6
Total gross deferred tax assets
748.1
741.3
Less: valuation allowance
(221.9)
(264.3)
Total net deferred tax assets
526.2
477.0
Deferred tax liabilities:
Fixed assets and acquired intangibles assets
(59.3)
(60.4)
Other
(0.3)
—
Total deferred tax liabilities
(59.6)
(60.4)
Net deferred tax assets (liabilities)
$
466.6
$
416.6
In 2024, we further analyzed the prior year intra-entity asset transfer of certain intellectual property between two of
our wholly owned foreign subsidiaries. As a result, we reclassified the specific intellectual property from a patent to
patent rights according to Irish law. This changed the applicable enacted statutory tax rate from capital gains to
passive at 25%.There was no impact to the income statement as the change in rate was fully offset by a change in
valuation allowance. The total ending deferred tax asset as of December 31, 2024 is $142.4 million, which remains
fully offset by a valuation allowance.
We maintain a valuation allowance of $221.9 million against our California research and development tax credits,
foreign tax credits, and certain foreign intangible assets. During the year ended December 31, 2024, the valuation
allowance decreased by $42.4 million primarily due to the change in tax rate applied to the fair value of certain
intellectual property located in Ireland in connection with the intra-entity transfer of this property, partially offset by
the generation of California research and development tax credits.
F-39

The reconciliation between our effective tax rate on income (loss) from continuing operations and the statutory rate
is as follows:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
U.S. federal statutory tax rate
$
148.9
$
149.2
$
82.1
State income tax, net of federal benefit
10.2
7.8
5.4
Permanent items
10.5
(2.7)
0.6
Research and development credits
(24.6)
(28.3)
(23.3)
Foreign tax credit
(1.2)
—
—
Foreign rate differential
1.6
15.8
27.7
Stock and officers compensation
3.8
5.6
(1.2)
Collaboration agreement milestone share-based payment
(32.2)
(72.1)
(52.9)
Change in statutory tax rates
51.5
19.4
1.0
Intellectual property transfer
—
63.9
—
Other
6.7
0.3
1.3
Change in valuation allowance
(42.4)
10.0
8.9
Income taxes at effective rates
$
132.8
$
168.9
$
49.6
The following table summarizes the activity related to our gross unrecognized tax benefits:
(In millions)
Balance at January 1, 2022
$
46.8
Decreases related to prior year tax positions
(0.9)
Increases related to current year tax positions
6.1
Balance at December 31, 2022
52.0
Increases related to prior year tax positions
0.8
Increases related to current year tax positions
6.6
Balance at December 31, 2023
59.4
Increases related to prior year tax positions
0.1
Increases related to current year tax positions
6.7
Balance at December 31, 2024
$
66.2
Of the total unrecognized tax benefits at December 31, 2024, 2023, and 2022, $40.7 million, $37.0 million and
$32.5 million, respectively, would affect our annual effective tax rate if recognized. The indirect effect of the
unrecognized tax benefits that, if recognized, would affect our annual effective tax rate is not material for all years
presented. Also, the amount of unrecognized tax benefits that, if recognized, would result in adjustments to other tax
accounts, is not material for all years presented. Interest and penalties are classified as a component of income tax
expense and are not material for all years presented. Although the timing and outcome of audit settlements are
uncertain, we do not anticipate a significant change to the unrecognized tax benefits in the next twelve months.
F-40

Due to our global business activities, we file income tax returns and are subject to routine compliance audits in
numerous jurisdictions, including those material jurisdictions listed in the following table. The U.S. net operating
losses generated since 1999 and utilized in recent years are open for examination. The years remaining subject to
audit, by major jurisdiction, are as follows:
Jurisdiction
Fiscal Year
United States (Federal and state)
1999 - 2024
United Kingdom
2021 - 2024
Malaysia
2021 - 2024
Ireland
2023 - 2024
We currently operate under a Special Corporate Income Tax Preferential rate in the Philippines, which is in effect for
the next 10 years. The prior tax holiday ended in 2023. The impact of the both the tax holiday and preferential rate is
immaterial for all years presented. We have been granted a tax incentive by the Malaysian Investment Development
Authority (MIDA) in Malaysia, which provides for a tax holiday of up to 15 years, which will not be triggered until we
meet certain milestones related to the commencement of operations. The tax incentive had no effect on foreign
taxes during 2024, 2023, or 2022. As of December 31, 2024, the tax holiday in Malaysia has not yet been triggered,
therefore we are subject to the statutory rate and the related tax expense has been included in total tax expense for
2024.
We have approximately $89.3 million of undistributed earnings attributable to operations in our controlled foreign
corporations as of December 31, 2024. We assert that any foreign earnings will be indefinitely reinvested.
Accordingly, we have not recorded a liability for taxes associated with these undistributed earnings. If we determine
that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional
foreign withholding taxes and U.S. state income taxes. Determination of the amount of unrecognized deferred tax
liability on these unremitted earnings is not practicable.
The Organization for Economic Co-operation and Development has a framework to implement a global minimum
corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar
2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is
uncertain whether the United States will enact legislation to adopt Pillar 2, certain countries in which we operate
have adopted legislation, and other countries in which we operate are in the process of introducing legislation to
implement Pillar 2. We have assessed the impact of Pillar 2 on our financial statements and the impact is
immaterial.
In June 2024, the State of California enacted S.B. 167, which suspends the use of net operating losses (“NOLs”) for
the tax period from January 1, 2024 to December 31, 2026 for net business income of $1.0 million or more, as well
as limits the utilization of research and development tax credits to $5.0 million each year. The State of California
also passed S.B. 175 to provide for a potential early sunset of NOLs in either 2025 or 2026 if necessary. We have
analyzed the effect of both these laws on our financial statements. We are estimating $2.8 million utilization of our
California research and development tax credits for tax year ending December 31, 2024, resulting in a
corresponding valuation allowance release of the same amount.
F-41

9. Employee Benefit Plans and Stockholders’ Equity
Defined Contribution Plans
We offer various defined contribution plans for U.S. and international employees. The largest defined contribution
plan is the 401(k) retirement plan (the 401(k) Plan) covering substantially all employees in the United States that
meet certain age requirements. Employees who participate in the 401(k) Plan may contribute up to 90% of their
compensation each year, subject to Internal Revenue Service limitations and the terms and conditions of the plan.
Under the terms of the 401(k) Plan, we may elect to match a discretionary percentage of contributions. We match
50% of contributions up to 6% of eligible compensation. Total matching contributions under the 401(k) Plan were
$17.6 million, $14.9 million and $11.1 million for the twelve months ended December 31, 2024, 2023 and 2022,
respectively. Our contributions for other defined contribution plans are not significant for the twelve months ended
December 31, 2024, 2023 and 2022.
Employee Stock Purchase Plan (“ESPP”)
Under the 2015 Employee Stock Purchase Plan (the 2015 ESPP), amended in December 2019, eligible employees
may purchase shares of our common stock at semi-annual intervals through periodic payroll deductions during
defined Offering Periods. Payroll deductions may not exceed 10% of the participant’s cash compensation subject to
certain limitations, and the purchase price will be 85% of the lower of the fair market value of the common stock at
either the beginning of the applicable Offering Period or the Purchase Date. A total of 6.0 million shares of common
stock are reserved for issuance under the 2015 ESPP. The 2015 ESPP shall continue until the earlier to occur of (a)
termination of the 2015 ESPP by our Board of Directors, (b) issuance of all of the shares of common stock reserved
for issuance under the plan, or (c) May 28, 2025.
We issued approximately 0.4 million, 0.3 million and 0.3 million shares of common stock under the 2015 ESPP
during the twelve months ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024,
approximately 2.1 million shares remained available for future issuance under the 2015 ESPP.
Equity Incentive Plans
In May 2015, we adopted the Amended and Restated 2015 Equity Incentive Plan (the 2015 Plan), which replaced
our 2005 Equity Incentive Plan and provides for the grant of incentive and nonstatutory stock options, restricted
stock, stock bonuses, stock appreciation rights, RSUs, and PSUs to employees, directors or consultants of the
Company. On May 30, 2019, our stockholders approved an increase to the maximum number of shares that may be
issued under the 2015 Plan.
We are authorized to issue up to 39.2 million shares of our common stock under the 2015 Plan. As of December 31,
2024, approximately 12.5 million shares remained available for future issuance under the 2015 Plan. We issue new
shares of common stock to satisfy RSU and PSU vesting under our employee equity incentive plans.
RSU awards typically vest in annual installments over three or four years and vesting is subject to continued
service. PSUs are granted to a group of senior officers and the number of shares of our common stock to be
received at vesting will range from 0% to 200% of the target award based on the achievement of pre-established
performance and market goals. PSUs vest approximately three years from the date of grant, subject to continued
employment through that date and certification by the Compensation Committee.
Share Repurchase Program and Treasury Shares
Repurchased shares of our common stock are held as treasury shares until they are reissued or retired. When we
reissue treasury stock, if the proceeds from the sale are more than the average price we paid to acquire the shares
we record an increase in additional paid-in capital. Conversely, if the proceeds from the sale are less than the
average price we paid to acquire the shares, we record a decrease in additional paid-in capital to the extent of
increases previously recorded for similar transactions and a decrease in retained earnings for any remaining
amount.
We have not yet determined the ultimate disposition of repurchased shares and, consequently, we continue to hold
them as treasury shares rather than retiring them. Authorization of future stock repurchase programs is subject to
the final determination of our Board of Directors.
F-42

The following table summarizes our treasury share activity for the periods shown:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Shares issued in connection with 2023 Notes conversions
—
—
(0.4)
Shares received from Note Hedge
—
12.2
0.3
Shares issued in connection with the Restated Collaboration Agreement
(1.5)
(3.7)
(2.9)
Shares repurchased under the 2022 Share Repurchase Program
—
—
6.6
Shares repurchased under the 2023 Share Repurchase Program
—
4.7
—
Shares repurchased under the 2024 Share Repurchase Program
10.4
—
—
Shares repurchased with 2028 Notes proceeds
—
1.6
—
Shares issued in connection with 2023 Warrants
(12.5)
—
—
2024 Share Repurchase Program
In July 2024, our Board of Directors authorized and approved a share repurchase program of up to $750.0 million of
our outstanding common stock, with a repurchase period ending no later than June 30, 2025 (the “2024 Share
Repurchase Program”). Repurchases of our common stock under the 2024 Share Repurchase Program were
permitted to be made from time to time in the open market, in privately negotiated transactions or by other methods,
including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, at our
discretion, and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and
other applicable federal and state laws and regulations. The 2024 Share Repurchase Program was completed in
August 2024. We repurchased 10.4 million shares of our common stock for $750.0 million under the 2024 Share
Repurchase Program.
2023 Share Repurchase Program
In October 2023, our Board of Directors authorized and approved a share repurchase program of up to $500.0
million of our outstanding common stock, with a repurchase period ending no later than October 31, 2024 (the “2023
Share Repurchase Program”). On October 31, 2023, we entered into an accelerated share repurchase agreement
(“2023 ASR”) with Bank of America, N.A. to repurchase $500.0 million of our common stock. The final notional
amount under the 2023 ASR was $500.0 million or approximately 4.7 million shares of our common stock based on
the daily average volume-weighted average price of our common stock during the term of the 2023 ASR, less a
discount. The 2023 ASR concluded on December 14, 2023. The 2023 Share Repurchase Program was completed
in December 2023.
2022 Share Repurchase Program
In July 2022, a duly authorized committee of our Board of Directors authorized and approved a share repurchase
program of up to $700.0 million of our outstanding common stock, with a repurchase period that ended on June 30,
2023 (the “2022 Share Repurchase Program”). On August 1, 2022, we entered into an accelerated share
repurchase agreement (“2022 ASR”) with JPMorgan Chase Bank, National Association to repurchase up to
$700.0 million of our common stock on an accelerated basis. The final notional amount under the 2022 ASR was
$557.7 million or approximately 6.6 million shares of our common stock based on the daily average volume-
weighted average price of our common stock during the term of the 2022 ASR, less a discount. The 2022 ASR
concluded on September 1, 2022. The 2022 Share Repurchase Program and the remaining authorization of
$142.3 million expired on June 30, 2023.
The 2022 ASR and 2023 ASR were forward contracts indexed to our own common stock. The forward contracts met
all of the applicable criteria for equity classification, so we did not account for them as a derivative instrument. We
have reflected the shares delivered to us by the financial institution as treasury shares as of the dates they were
delivered to us in computing weighted average shares outstanding for both basic and diluted net income per share.
Other Treasury Share Activity
During the twelve months ended December 31, 2024, we issued 12.5 million treasury shares to settle the 2023
Warrants. See Note 5 “Debt—Senior Convertible Notes” to the consolidated financial statements for more
information.
F-43

During the twelve months ended December 31, 2024, we issued 1.5 million treasury shares in connection with our
achievement of the second sales-based milestone under the Restated Collaboration Agreement. See Note 2
“Development and Other Agreements—Collaboration with Verily Life Sciences” to the consolidated financial
statements for more information.
Equity Award Activity
A summary of RSU and PSU activity under the 2015 Plan for the twelve months ended December 31, 2024, 2023
and 2022 is as follows:
Nonvested RSU and PSU Activity
(In millions, except weighted average grant date fair value)
Shares
Available for
Grant
Shares
Weighted
Average
Grant Date
Fair Value
Aggregate
Intrinsic Value
Balance at December 31, 2021
16.8
3.0
$
76.88
Granted
(1.9)
1.9
96.79
Vested
—
(1.6)
63.90
Forfeited
0.4
(0.4)
92.54
Balance at December 31, 2022
15.3
2.9
94.08
$
325.6
Granted
(1.6)
1.6
112.01
Vested
—
(1.4)
88.57
Forfeited
0.2
(0.2)
106.34
Balance at December 31, 2023
13.9
2.9
105.98
361.2
Granted
(1.7)
1.7
131.17
Vested
—
(1.3)
102.09
Forfeited
0.3
(0.3)
115.59
Balance at December 31, 2024
12.5
3.0
$
121.17
$
234.1
The total vest-date fair value of RSUs and PSUs that vested during the twelve months ended December 31, 2024,
2023 and 2022 was $174.5 million, $157.8 million and $160.1 million, respectively. As of December 31, 2024, 2.7
million unvested RSUs and 0.3 million unvested PSUs were outstanding under the 2015 Plan.
Share-Based Compensation
Our share-based compensation expense is associated with RSUs, PSUs, and ESPP. The following table
summarizes our share-based compensation expense included in our consolidated statements of operations for the
periods shown:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Cost of sales
$
14.4
$
14.6
$
11.1
Research and development
52.2
45.5
42.7
Selling, general and administrative
103.8
90.7
72.7
Total share-based compensation expense
$
170.4
$
150.8
$
126.5
Total tax benefit related to share-based compensation expense
$
43.8
$
40.0
$
43.2
As of December 31, 2024, unrecognized estimated compensation costs related to RSUs and PSUs totaled $203.8
million and are expected to be recognized over a weighted-average period of approximately 1.7 years.
We value RSUs at the date of grant using the intrinsic value method. We estimate the fair value of PSUs at the date
of grant using the intrinsic value method and the probability that the specified performance criteria will be met. We
estimate the fair value of ESPP purchase rights on the date of grant using the Black-Scholes option pricing model
and the assumptions below for the specified reporting periods.
F-44

Twelve Months Ended
December 31,
2024
2023
2022
Risk free interest rate
4.80% - 5.27%
5.20% - 5.47%
0.60% - 3.34%
Dividend yield
— %
— %
— %
Expected volatility of Dexcom common stock
42% - 85%
34% - 48%
45% - 55%
Expected life (in years)
0.5
0.5
0.5
F-45

10. Business Segment and Geographic Information
We manage our business on a global consolidated basis within one reportable segment, which is consistent with
how our chief operating decision maker (CODM), our President and Chief Executive Officer, reviews our business,
makes investment and resource allocation decisions, and assesses operating performance. The majority of our
revenue is generated in the United States. The CGM segment derives revenues from the sale of disposable sensors
and our Reusable Hardware.
The measures of segment profit or loss that are most consistent with U.S. GAAP used by the CODM to assess
performance and allocate resources are operating income and net income. Our CODM also reviews total assets, as
reported on our consolidated balance sheets, and purchases of property and equipment, as reported on our
consolidated statements of cash flows.
Our CODM uses operating income and net income to evaluate income generated from segment assets (return on
assets) in deciding whether to reinvest profits into the Company, acquire companies, or invest in other companies.
Operating income is also used to monitor budget versus actual results.
The following table sets forth our segment information for revenue, measures of segment profit or loss, and
significant expenses:
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Revenue
$
4,033.0
$
3,622.3
$
2,909.8
Less:
Cost of sales (1)
1,594.8
1,333.4
1,026.7
Payroll related expenses
767.1
726.9
621.1
Stock-based compensation expense
156.0
136.2
115.4
Marketing expense
298.7
264.6
228.3
Travel related expenses
64.8
55.3
37.6
Supply expenses and clinical trials
64.5
46.5
50.3
Consulting & professional fees
227.8
222.2
196.4
Equipment, office & facility expenses
83.8
84.7
80.3
IT software and data
130.6
106.6
86.5
Depreciation and amortization
39.9
41.9
46.7
Other segment items (2)
5.0
6.3
29.3
Operating income
600.0
597.7
391.2
Other income (expense), net
109.0
112.7
(0.4)
Income before income taxes
709.0
710.4
390.8
Income tax expense
132.8
168.9
49.6
Net income
$
576.2
$
541.5
$
341.2
(1) Includes amounts stated in other significant expense captions.
(2) Other segment items are primarily composed of impairment of assets and bad debt expense.
Twelve Months Ended
December 31,
(In millions)
2024
2023
2022
Other segment disclosures
Depreciation and amortization (1)
$
217.7
$
186.0
$
155.9
Expenditures for long-lived assets
$
358.8
$
236.6
$
364.8
Significant noncash items other than depreciation
and amortization expense:
Deferred income taxes
$
43.8
$
55.0
$
21.6
(1) Includes depreciation and amortization recorded in both cost of sales and operating expenses.
F-46

See Note 4 “Balance Sheet Details and Other Financial Information—Other Income (Expense), Net” to the
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information about our
interest income and interest expense.
See Note 9 “Employee Benefit Plans and Stockholders’ Equity—Share-Based Compensation” to the consolidated
financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information about our share-based
compensation expense.
Disaggregation of Revenue
We disaggregate revenue by major sales channel and by geographic region. We have determined that
disaggregating revenue into these categories achieves the ASC Topic 606 disclosure objectives of depicting how
the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
See Note 1 “Organization and Significant Accounting Policies—Concentration of Credit Risk and Significant
Customers” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for
information about our major customers that represent 10% or more of our total revenue.
Revenue by Customer Sales Channel
We sell our CGM systems through a direct sales organization and through distribution arrangements that allow
distributors to sell our products. The following table sets forth revenue by major sales channel for the twelve months
ended December 31, 2024, 2023 and 2022:
Twelve Months Ended December 31,
2024
2023
2022
(In millions)
Amount
%
of Total
Amount
%
of Total
Amount
%
of Total
Distributor
$
3,430.1
85 % $
3,095.6
85 % $
2,470.8
85 %
Direct
602.9
15 %
526.7
15 %
439.0
15 %
Total revenue
$
4,033.0
100 % $
3,622.3
100 % $
2,909.8
100 %
Revenue by Geographic Region
During the twelve months ended December 31, 2024, 2023 and 2022, no individual country outside the United
States generated revenue that represented more than 10% of our total revenue. The following table sets forth
revenue by our two primary geographical markets, the United States and International, based on the geographic
location to which we deliver the components, for the periods shown:
Twelve Months Ended December 31,
2024
2023
2022
(In millions)
Amount
%
of Total
Amount
%
of Total
Amount
%
of Total
United States
$
2,889.8
72 % $
2,625.3
72 % $
2,142.0
74 %
International
1,143.2
28 %
997.0
28 %
767.8
26 %
Total revenue
$
4,033.0
100 % $
3,622.3
100 % $
2,909.8
100 %
Long-Lived Assets by Geographic Region
The following table presents our long-lived assets, which consists of property and equipment, net, and operating
lease right-of-use assets by geographic region:
December 31,
(In millions)
2024
2023
United States
$
464.6
$
544.1
Malaysia
632.1
515.4
Other countries (1)
306.0
125.0
Total long-lived assets
$
1,402.7
$
1,184.5
(1) No other individual country represented more than 10% of long-lived assets for the periods presented, except for Ireland
with $185.7 million of long-lived assets at December 31, 2024.
F-47

DexCom, Inc.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
(In millions)
Twelve Months Ended
December 31,
Allowance for doubtful accounts
2024
2023
2022
Beginning Balance
$
9.3
$
7.3
$
5.4
Provision for doubtful accounts
(0.1)
2.0
2.4
Write-offs and adjustments
—
—
(0.5)
Recoveries
—
—
—
Ending Balance
$
9.2
$
9.3
$
7.3
F-48

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Dexcom, Dexcom Clarity, Dexcom Follow, Dexcom One, Dexcom Share, Stelo, and any
related logos and design marks are either registered trademarks or trademarks of
Dexcom, Inc. in the United States and/or other countries.
©2025 Dexcom, Inc. All rights reserved.
Trading Market
Nasdaq Global Select Market Symbol: DXCM
Transfer Agent
Equiniti Trust Company, LLC
PO Box 500
Newark, NJ 07101
(718) 921-8200
www.equiniti.com
Independent Auditors
Deloitte & Touche LLP
12830 El Camino Real, Suite 600
San Diego, CA 92130
(619) 232-6500
Legal Counsel
DLA Piper LLP (US)
4365 Executive Dr, Suite 1100
San Diego, CA 92121
(858) 677-1400
Investor Relations Contact
DexCom, Inc.
Attn: Sean Christensen, Vice President,
Finance and Investor Relations
6340 Sequence Drive
San Diego, CA 92121
(858) 200-0200
www.dexcom.com
investor-relations@dexcom.com
Shareholder Meeting Date
May 8, 2025
Meeting to be held virtually
Board of Directors*:
Kevin Sayer
Chairman
Steven R. Altman
Director
Nicholas Augustinos
Director
Richard Collins
Director
Karen Dahut
Director
Rimma Driscoll
Director
Mark Foletta
Lead Independent Director
Renée Galá
Director
Bridgette Heller
Director
Kyle Malady
Director
Eric J. Topol, M.D.
Director
*Includes continuing Directors and those not nominated for re-election
at the upcoming annual meeting.
2024 Annual Report

www.dexcom.com | 6340 Sequence Drive | San Diego, CA 92121