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Cover and table of contents

10-K 1 podd-2017x12x31_10xk.htm PODD-2017-12-31_10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
¨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 001-33462

INSULET CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware04-3523891
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
600 Technology Park Drive, Suite 200 Billerica, Massachusetts01821
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code:

(978) 600-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per ShareThe NASDAQ Stock Market, LLC
Preferred Stock Purchase RightsThe NASDAQ Stock Market, LLC

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 x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer xAccelerated filer oNon-accelerated filer oSmaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the common stock held by non-affiliates of the registrant computed by reference to the last reported sale price of the Common Stock as reported on The NASDAQ Global Market on June 30, 2017 was approximately $3.0 billion.

The number of shares outstanding of each of the registrant’s classes of common stock as of February 16, 2018:

Title of ClassShares Outstanding
Common Stock, $0.001 Par Value Per Share58,391,036
Preferred Stock Purchase Rights—

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2017. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

PART I
Item 1Business3
Item 1ARisk Factors16
Item 1BUnresolved Staff Comments39
Item 2Properties39
Item 3Legal Proceedings39
Item 4Mine Safety Disclosures39
PART II
Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40
Item 6Selected Financial Data42
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations44
Item 7AQuantitative and Qualitative Disclosures About Market Risk53
Item 8Financial Statements and Supplementary Data53
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure91
Item 9AControls and Procedures91
Item 9BOther Information93
PART III
Item 10Directors, Executive Officers and Corporate Governance93
Item 11Executive Compensation93
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93
Item 13Certain Relationships and Related Transactions, and Director Independence93
Item 14Principal Accounting Fees and Services93
PART IV
Item 15Exhibits, Financial Statement Schedules94
Item 16Form 10-K Summary94
SIGNATURES94
EXHIBIT INDEX96

PART I

Next: Item 1. Business