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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS 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.

  1. Financial Statement Schedules.

For the three fiscal years ended December 31, 2021, 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.

  1. Exhibits.
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
3.01Restated Certificate of Incorporation of Dexcom, Inc.8-K000-51222May 21, 20213.1
3.02Amended and Restated Bylaws of DexCom, Inc.8-K000-51222May 21, 20213.3
4.01Form of Specimen Certificate for Registrant’s common stockS-1/A333-122454March 24, 20054.01
4.02Indenture, dated as of November 30, 2018, between DexCom, Inc. and U.S. Bank National Association (including the form of 0.75% Convertible Senior Notes due 2023)8-K000-51222December 3, 20184.1
4.03Indenture, dated as of May 14, 2020, between DexCom, Inc. and U.S. Bank National Association (including the form of 0.25% Convertible Senior Notes due 2025)8-K000-51222May 15, 20204.1
4.04Description of Securities Registered Under Section 12 of the Exchange Act.10-K000-51222February 11, 20214.04
10.01Office Lease Agreement, dated March 31, 2006, between DexCom, Inc. and Kilroy Realty, L.P.8-K000-51222April 7, 200699.01
10.02First Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated August 18, 2010.10-Q000-51222November 4, 201010.27
10.03Amendment Number One to Non-Exclusive Distribution Agreement, between RGH Enterprises, Inc. and DexCom, Inc., dated March 29, 2011.**10-Q/A000-51222July 1, 201110.26
10.04Offer letter between DexCom, Inc. and Kevin Sayer dated May 3, 2011.*10-Q000-51222August 3, 201110.28
10.05Amendment Number Two to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated March 28, 2013.**10-Q000-51222May 1, 201310.27
10.06Amendment Number Three to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated December 4, 2013.**10-K000-51222February 20, 201410.28
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.07Non-Exclusive Distribution Agreement between DexCom, Inc. and Diabetes Specialty Center, LLC dated October 12, 2009, as amended on September 30, 2010, October 11, 2011, November 14, 2012 and November 1, 2013.**10-K000-51222February 20, 201410.29
10.08Amendment No. 5 to Non-Exclusive Distribution Agreement between DexCom, Inc. and Diabetes Specialty Center, LLC, dated March 14, 2014.10-Q000-51222August 6, 201410.32
10.09Second Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated October 1, 2014.10-K000-51222February 25, 201510.32
10.102015 Employee Stock Purchase PlanDEF 14A000-51222April 13, 2015Appendix B
10.11Form of Subscription Agreement under 2015 Employee Stock Purchase Plan8-K000-51222June 2, 201510.4
10.12Sublease between DexCom, Inc. and Entropic Communications, LLC dated February 1, 2016.10-Q000-51222April 27, 201610.36
10.13Amended and Restated Non-Exclusive Distribution Agreement with Byram Healthcare dated February 1, 2016.**10-Q000-51222April 27, 201610.37
10.14Industrial Net Lease, Broadway dated April 28, 2016, by and between PRA/LB, L.L.C. and DexCom, Inc.10-Q000-51222August 2, 201610.39
10.15Standard Form of Agreement dated May 2, 2016, by and between DexCom, Inc. and Skanska USA Building Inc.10-Q000-51222August 2, 201610.40
10.16Amendment to Non-Exclusive Distribution Agreement dated April 30, 2016 by and between RGH Enterprises, Inc. d/b/a Cardinal Health at Home and DexCom, Inc. **10-Q000-51222August 2, 201610.41
10.17Amendment No. 1 to Collaboration and License Agreement dated October 25, 2016 by and between DexCom, Inc. and Verily Life Sciences LLC (formerly Google Life Sciences LLC).10-K000-51222February 28, 201710.42
10.18Severance and Change in Control Plan.8-K000-51222June 6, 201710.2
10.19Form of Participation Agreement to the Severance and Change in Control Plan.8-K000-51222June 6, 201710.3
10.20Standard Form of Agreement dated May 1, 2017, by and between DexCom, Inc. and Skanska USA Building Inc.10-Q000-51222August 1, 201710.47
10.21Form of Indemnity Agreement10-Q000-51222August 1, 201710.43
10.22Form of RSU Grant Agreement 2015 Plan Global Double Trigger10-K000-51222February 27, 201810.51
10.23Form of RSU Grant Agreement 2015 Plan Global General10-K000-51222February 27, 201810.52
10.24Amended and Restated Collaboration and License Agreement dated November 20, 2018 by and between DexCom, Inc., Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland Limited.**10-K000-51222February 21, 201910.60
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.25Amended and Restated Credit Agreement dated December 19, 2018 by and among DexCom, Inc., Bank of America, Silicon Valley Bank and Union Bank, and JPMorgan Chase Bank, as Administrative Agent.10-K000-51222February 21, 201910.61
10.26Amended and Restated 2015 Equity Incentive Plan8-K000-51222June 4, 201910.01
10.27Executive Deferred Compensation Plan8-K000-51222June 4, 201910.02
10.28Form of RSU Grant Agreement 2015 Plan (Board Members - Annual Grant)10-K000-51222February 13, 202010.36
10.29Form of RSU Grant Agreement 2015 Plan (Board Members - Incoming Grant)10-K000-51222February 13, 202010.37
10.30Distribution Services Agreement dated November 7, 2015 between DexCom, Inc. and AmerisourceBergen Drug Corporation.****10-K000-51222February 13, 202010.38
10.31Amendment to the Distribution Services Agreement between DexCom Inc. and AmerisourceBergen Drug Corporation.****10-K000-51222February 13, 202010.39
10.32Third Amendment to Office Lease between DexCom, Inc. and John Hancock Life Insurance Company, dated January 9, 2019.****10-K000-51222February 13, 202010.40
10.33Fourth Amendment to Office Lease between DexCom, Inc. and Sequence Tech. Center CA LLC, dated September 9, 2019.****10-K000-51222February 13, 202010.41
10.34Fifth Amendment to Office Lease between DexCom, Inc. and Sequence Tech. Center CA LLC, dated October 21, 2019.10-K000-51222February 13, 202010.42
10.35Form of Indemnity Agreement between Registrant and each of its directors and executive officers.10-K000-51222February 11, 202110.43
10.362015 Employee Stock Purchase Plan, amended on December 13, 201910-K000-51222February 11, 202110.44
10.37Form of Subscription Agreement under 2015 Employee Stock Purchase Plan amended on December 13, 201910-K000-51222February 11, 202110.45
10.38DexCom Incentive Bonus Plan8-K000-51222March 17, 202110.1
10.39Second 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-K000-51222February 14, 2022X
10.40Sixth Amendment to Office Lease between DexCom, Inc. and Sequence Tech. Center CA LLC, dated May 25, 202110-K000-51222February 14, 2022X
10.41Tenant Estoppel Certificate - Sequence10-K000-51222February 14, 2022X
10.42Office Lease between DexCom, Inc. and GC Pacific Court Center Owner, LLC, dated January 31, 202010-K000-51222February 14, 2022X
10.43First Amendment to Office Lease between DexCom, Inc. and GC Pacific Court Center Owner, LLC, dated November 17, 202010-K000-51222February 14, 2022X
10.44Tenant Estoppel Certificate - Pacific Center10-K000-51222February 14, 2022X
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.45Tenant’s Acceptance of Possession - Pacific Center10-K000-51222February 14, 2022X
21.01List of SubsidiariesX
23.01Consent of Independent Registered Public Accounting FirmX
24.01Power of Attorney (see signature page of this Form 10-K)X
31.01Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).X
31.02Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).X
32.01Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).***X
32.02Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).***X
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
—Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)X
*Represents a management contract or compensatory plan.
**Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and were filed separately with the Securities and Exchange Commission.
***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.
****Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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