UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20232024
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to _______
Commission File Number: 001-15317

ResMed Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
98-0152841
(I.R.S. Employer Identification No.)
9001 Spectrum Center Blvd.
San Diego, CA 92123
United States of America
(Address of principal executive offices, including zip code)
(858) 836-5000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.004 per shareRMDNew York Stock Exchange
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 o
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 x No o
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 FilerxAccelerated Filero
Non-Accelerated FileroSmaller Reporting Companyo
Emerging Growth Companyo
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
At April 24, 202322, 2024 there were 146,930,660146,907,207 shares of Common Stock ($0.004 par value) outstanding. This number excludes 41,836,23442,432,422 shares held by the registrant as treasury shares.


Table of Contents
RESMED INC. AND SUBSIDIARIES
INDEX
Part I
  
Item 1
  
 
  
 
  
 
  
 
  
 
  
 
  
  
  
  
  
  
  
  
  
  
  
  
 


2

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
Item 1. Financial Statements
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(In US$ and in thousands, except share and per share data)
March 31,
2023
June 30,
2022
March 31,
2024
June 30,
2023
AssetsAssets
Current assets:Current assets:
Current assets:
Current assets:
Cash and cash equivalentsCash and cash equivalents$227,894 $273,710 
Accounts receivable, net of allowances of $24,852 and $23,259 at March 31, 2023 and June 30, 2022, respectively686,264 575,950 
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, net of allowances of $19,810 and $23,603 at March 31, 2024 and June 30, 2023, respectively
Inventories (note 3)Inventories (note 3)1,011,269 743,910 
Prepaid expenses and other current assets (note 3)Prepaid expenses and other current assets (note 3)412,388 337,908 
Total current assetsTotal current assets2,337,815 1,931,478 
Non-current assets:Non-current assets:
Property, plant and equipment, net (note 3)
Property, plant and equipment, net (note 3)
Property, plant and equipment, net (note 3)Property, plant and equipment, net (note 3)528,778 498,181 
Operating lease right-of-use assetsOperating lease right-of-use assets127,508 132,314 
Goodwill (note 4)Goodwill (note 4)2,783,624 1,936,442 
Other intangible assets, net (note 3)Other intangible assets, net (note 3)569,678 345,944 
Deferred income taxesDeferred income taxes95,603 79,746 
Prepaid taxes and other non-current assetsPrepaid taxes and other non-current assets270,873 171,748 
Total non-current assetsTotal non-current assets4,376,064 3,164,375 
Total assetsTotal assets$6,713,879 $5,095,853 
Liabilities and Stockholders’ EquityLiabilities and Stockholders’ Equity
Current liabilities:Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payableAccounts payable$161,896 $159,245 
Accrued expensesAccrued expenses347,354 344,722 
Operating lease liabilities, currentOperating lease liabilities, current23,129 21,856 
Deferred revenueDeferred revenue141,043 108,667 
Income taxes payable (note 6)78,368 44,893 
Short-term debt, net (note 8)9,901 9,916 
Income taxes payable
Short-term debt, net (note 7)
Total current liabilitiesTotal current liabilities761,691 689,299 
Non-current liabilities:Non-current liabilities:
Deferred revenue
Deferred revenue
Deferred revenueDeferred revenue108,875 95,455 
Deferred income taxesDeferred income taxes113,015 9,714 
Operating lease liabilities, non-currentOperating lease liabilities, non-current115,090 120,453 
Other long-term liabilitiesOther long-term liabilities69,553 5,974 
Long-term debt, net (note 8)1,575,963 765,325 
Long-term income taxes payable (note 6)37,183 48,882 
Long-term debt, net (note 7)
Long-term income taxes payable
Total non-current liabilitiesTotal non-current liabilities2,019,679 1,045,803 
Total liabilitiesTotal liabilities2,781,370 1,735,102 
Commitments and contingencies (note 10)
Commitments and contingencies (note 9)Commitments and contingencies (note 9)
Stockholders’ equity:Stockholders’ equity:
Preferred stock, $0.01 par value, 2,000,000 shares authorized; none issuedPreferred stock, $0.01 par value, 2,000,000 shares authorized; none issued— — 
Common stock, $0.004 par value, 350,000,000 shares authorized; 188,760,643 issued and 146,924,409 outstanding at March 31, 2023 and 188,246,955 issued and 146,410,721 outstanding at June 30, 2022588 586 
Preferred stock, $0.01 par value, 2,000,000 shares authorized; none issued
Preferred stock, $0.01 par value, 2,000,000 shares authorized; none issued
Common stock, $0.004 par value, 350,000,000 shares authorized; 189,319,079 issued and 146,886,657 outstanding at March 31, 2024 and 188,900,583 issued and 147,064,349 outstanding at June 30, 2023
Additional paid-in capitalAdditional paid-in capital1,728,997 1,682,432 
Retained earningsRetained earnings4,088,057 3,613,736 
Treasury stock, at cost, 41,836,234 shares at March 31, 2023 and June 30, 2022(1,623,256)(1,623,256)
Treasury stock, at cost, 42,432,422 shares at March 31, 2024 and 41,836,234 shares at June 30, 2023
Accumulated other comprehensive lossAccumulated other comprehensive loss(261,877)(312,747)
Total stockholders’ equityTotal stockholders’ equity3,932,509 3,360,751 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$6,713,879 $5,095,853 
See the accompanying notes to the unaudited condensed consolidated financial statements.

3

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(In US$ and in thousands, except per share data)
Three Months Ended
March 31,
Nine Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022 2024202320242023
Net revenue - Sleep and Respiratory Care productsNet revenue - Sleep and Respiratory Care products$980,116 $763,358 $2,741,541 $2,365,697 
Net revenue - Software as a ServiceNet revenue - Software as a Service136,782 101,142 359,395 297,693 
Net revenueNet revenue1,116,898 864,500 3,100,936 2,663,390 
Cost of sales - Sleep and Respiratory Care productsCost of sales - Sleep and Respiratory Care products443,925 324,618 1,214,072 1,017,494 
Cost of sales - Sleep and Respiratory Care products
Cost of sales - Sleep and Respiratory Care products
Cost of sales - Software as a ServiceCost of sales - Software as a Service46,899 37,703 126,588 110,820 
Cost of sales (exclusive of amortization shown separately below)Cost of sales (exclusive of amortization shown separately below)490,824 362,321 1,340,660 1,128,314 
Amortization of acquired intangible assets - Sleep and Respiratory Care products
Amortization of acquired intangible assets - Sleep and Respiratory Care products
Amortization of acquired intangible assets - Sleep and Respiratory Care productsAmortization of acquired intangible assets - Sleep and Respiratory Care products1,367 1,071 3,939 3,043 
Amortization of acquired intangible assets - Software as a ServiceAmortization of acquired intangible assets - Software as a Service6,955 9,911 18,062 30,228 
Amortization of acquired intangible assetsAmortization of acquired intangible assets8,322 10,982 22,001 33,271 
Total cost of salesTotal cost of sales499,146 373,303 1,362,661 1,161,585 
Gross profitGross profit617,752 491,197 1,738,275 1,501,805 
Selling, general, and administrativeSelling, general, and administrative228,457 182,401 633,317 544,483 
Selling, general, and administrative
Selling, general, and administrative
Research and developmentResearch and development76,436 66,801 209,498 189,258 
Amortization of acquired intangible assetsAmortization of acquired intangible assets12,188 7,730 29,701 23,175 
Restructuring expenses (note 11)
Acquisition related expenses
Acquisition related expenses
Acquisition related expensesAcquisition related expenses— — 9,157 — 
Total operating expensesTotal operating expenses317,081 256,932 881,673 756,916 
Income from operationsIncome from operations300,671 234,265 856,602 744,889 
Other income (loss), net:Other income (loss), net:
Interest (expense) income, netInterest (expense) income, net(14,964)(5,462)(32,436)(16,770)
Loss attributable to equity method investments (note 5)(183)(2,627)(5,037)(5,927)
Gain (loss) on equity investments (note 5)6,418 (1,735)11,506 (527)
Interest (expense) income, net
Interest (expense) income, net
Gain (loss) attributable to equity method investments (note 5)
Gain on equity investments (note 5)
Other, netOther, net(2,564)1,878 (5,773)729 
Total other income (loss), netTotal other income (loss), net(11,293)(7,946)(31,740)(22,495)
Income before income taxesIncome before income taxes289,378 226,319 824,862 722,394 
Income taxesIncome taxes56,878 47,307 156,970 138,018 
Net incomeNet income$232,500 $179,012 $667,892 $584,376 
Basic earnings per share (note 9)$1.58 $1.22 $4.55 $4.00 
Diluted earnings per share (note 9)$1.58 $1.22 $4.53 $3.97 
Basic earnings per share (note 8)
Diluted earnings per share (note 8)
Dividend declared per shareDividend declared per share$0.44 $0.42 $1.32 $1.26 
Basic shares outstanding (000's)Basic shares outstanding (000's)146,914 146,240 146,681 145,969 
Diluted shares outstanding (000's)Diluted shares outstanding (000's)147,395 146,962 147,400 147,034 
See the accompanying notes to the unaudited condensed consolidated financial statements.

4

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In US$ and in thousands)
 Three Months Ended
March 31,
Nine Months Ended
March 31,
 2023202220232022
Net income$232,500 $179,012 $667,892 $584,376 
Other comprehensive income (loss), net of taxes:
Unrealized losses on designated hedging instruments(12,496)— (32,699)— 
Foreign currency translation (loss) gain adjustments20,787 (1,046)83,569 (30,654)
Comprehensive income$240,791 $177,966 $718,762 $553,722 
 Three Months Ended
March 31,
Nine Months Ended
March 31,
 2024202320242023
Net income$300,492 $232,500 $728,715 $667,892 
Other comprehensive income, net of taxes:
Unrealized gains (losses) on designated hedging instruments77,503 (12,496)40,519 (32,699)
Foreign currency translation gain (loss) adjustments(134,457)20,787 (33,297)83,569 
Comprehensive income$243,538 $240,791 $735,937 $718,762 
See the accompanying notes to the unaudited condensed consolidated financial statements.

5

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In US$ and in thousands)
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total Common Stock
Additional
Paid-in
Capital
Treasury Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
SharesAmountSharesAmount SharesAmountSharesAmount
Balance, June 30, 2022188,247 $586 $1,682,432 (41,836)$(1,623,256)$3,613,736 $(312,747)$3,360,751 
Balance, June 30, 2023
Common stock issued on exercise of optionsCommon stock issued on exercise of options45 — 2,610 — — — — 2,610 
Common stock issued on vesting of restricted stock units, net of shares withheld for taxCommon stock issued on vesting of restricted stock units, net of shares withheld for tax— (59)— — — — (59)
Stock-based compensation costsStock-based compensation costs— — 16,919 — — — — 16,919 
Other comprehensive income— — — — — — (93,381)(93,381)
Other comprehensive loss
Net incomeNet income— — — — — 210,478 — 210,478 
Dividends declared ($0.44 per common share)— — — — — (64,431)— (64,431)
Balance, September 30, 2022188,295 $586 $1,701,902 (41,836)$(1,623,256)$3,759,783 $(406,128)$3,432,887 
Dividends declared ($0.48 per common share)
Balance, September 30, 2023
Common stock issued on exercise of optionsCommon stock issued on exercise of options77 — 5,120 — — — — 5,120 
Common stock issued on vesting of restricted stock units, net of shares withheld for taxCommon stock issued on vesting of restricted stock units, net of shares withheld for tax265 (29,655)— — — — (29,654)
Common stock issued on employee stock purchase planCommon stock issued on employee stock purchase plan100 16,935 — — — — 16,936 
Treasury stock purchases
Stock-based compensation costsStock-based compensation costs— — 16,464 — — — — 16,464 
Other comprehensive incomeOther comprehensive income— — — — — — 135,960 135,960 
Net incomeNet income— — — — — 224,914 — 224,914 
Dividends declared ($0.44 per common share)— — — — — (64,500)— (64,500)
Balance, December 31, 2022188,737 $588 $1,710,766 (41,836)$(1,623,256)$3,920,197 $(270,168)$3,738,127 
Dividends declared ($0.48 per common share)
Balance, December 31, 2023
Common stock issued on exercise of optionsCommon stock issued on exercise of options18 — 983 — — — — 983 
Common stock issued on vesting of restricted stock units, net of shares withheld for taxCommon stock issued on vesting of restricted stock units, net of shares withheld for tax— (584)— — — — (584)
Stock-based compensation costsStock-based compensation costs— — 17,832 — — — — 17,832 
Other comprehensive income— — — — — — 8,291 8,291 
Common stock issued on employee stock purchase plan
Treasury stock purchases
Other comprehensive loss
Net incomeNet income— — — — — 232,500 — 232,500 
Dividends declared ($0.44 per common share)— — — — — (64,640)— (64,640)
Balance, March 31, 2023188,761 $588 $1,728,997 (41,836)$(1,623,256)$4,088,057 $(261,877)$3,932,509 
Dividends declared ($0.48 per common share)
Balance, March 31, 2024
See the accompanying notes to the unaudited condensed consolidated financial statements.

6

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In US$ and in thousands)
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total Common Stock
Additional
Paid-in
Capital
Treasury Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
SharesAmountSharesAmount SharesAmountSharesAmount
Balance, June 30, 2021187,485 $583 $1,622,199 (41,836)$(1,623,256)$3,079,640 $(193,487)$2,885,679 
Balance, June 30, 2022
Common stock issued on exercise of optionsCommon stock issued on exercise of options61 — 4,354 — — — — 4,354 
Common stock issued on vesting of restricted stock units, net of shares withheld for taxCommon stock issued on vesting of restricted stock units, net of shares withheld for tax— (195)— — — — (195)
Stock-based compensation costsStock-based compensation costs— — 17,303 — — — — 17,303 
Other comprehensive income (loss)— — — — — — (23,516)(23,516)
Other comprehensive loss
Net incomeNet income— — — — — 203,613 — 203,613 
Dividends declared ($0.42 per common share)— — — — — (61,189)— (61,189)
Balance, September 30, 2021187,547 $583 $1,643,661 (41,836)$(1,623,256)$3,222,064 $(217,003)$3,026,049 
Dividends declared ($0.44 per common share)
Balance, September 30, 2022
Common stock issued on exercise of optionsCommon stock issued on exercise of options39 — 2,378 — — — — 2,378 
Common stock issued on vesting of restricted stock units, net of shares withheld for taxCommon stock issued on vesting of restricted stock units, net of shares withheld for tax361 (49,832)— — — — (49,830)
Common stock issued on employee stock purchase planCommon stock issued on employee stock purchase plan101 — 16,723 — — — — 16,723 
Stock-based compensation costsStock-based compensation costs— — 16,101 — — — — 16,101 
Other comprehensive income (loss)— — — — — — (6,092)(6,092)
Other comprehensive income
Net incomeNet income— — — — — 201,751 — 201,751 
Dividends declared ($0.42 per common share)— — — — — (61,245)— (61,245)
Balance, December 31, 2021188,048 $585 $1,629,031 (41,836)$(1,623,256)$3,362,570 $(223,095)$3,145,835 
Dividends declared ($0.44 per common share)
Balance, December 31, 2022
Common stock issued on exercise of optionsCommon stock issued on exercise of options49 — 2,814 — — — — 2,814 
Common stock issued on vesting of restricted stock units, net of shares withheld for taxCommon stock issued on vesting of restricted stock units, net of shares withheld for tax— (2,253)— — — — (2,253)
Stock-based compensation costsStock-based compensation costs— — 15,861 — — — — 15,861 
Other comprehensive income (loss)— — — — — — (1,046)(1,046)
Other comprehensive income
Net incomeNet income— — — — — 179,012 — 179,012 
Dividends declared ($0.42 per common share)— — — — — (61,419)— (61,419)
Balance, March 31, 2022188,102 $585 $1,645,453 (41,836)$(1,623,256)$3,480,163 $(224,141)$3,278,804 
Dividends declared ($0.44 per common share)
Balance, March 31, 2023
See the accompanying notes to the unaudited condensed consolidated financial statements.

7

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In US$ and in thousands)
Nine Months Ended
March 31,
Nine Months Ended
March 31,
20232022 20242023
Cash flows from operating activities:Cash flows from operating activities:
Net incomeNet income$667,892 $584,376 
Net income
Net income
Adjustment to reconcile net income to net cash provided by operating activities:Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization118,396 122,198 
Amortization of right-of-use assetsAmortization of right-of-use assets23,967 26,636 
Stock-based compensation costsStock-based compensation costs51,215 49,265 
Loss attributable to equity method investments (note 5)Loss attributable to equity method investments (note 5)5,037 5,927 
(Gain) loss on equity investments (note 5)(11,506)527 
Gain on equity investments (note 5)
Non-cash restructuring expenses (note 11)
Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Accounts receivable
Accounts receivable
Accounts receivableAccounts receivable(88,452)98,158 
InventoriesInventories(255,091)(209,476)
Prepaid expenses, net deferred income taxes and other current assetsPrepaid expenses, net deferred income taxes and other current assets(86,607)(127,977)
Accounts payable, accrued expenses, income taxes payable and otherAccounts payable, accrued expenses, income taxes payable and other31,012 (277,973)
Net cash provided by operating activitiesNet cash provided by operating activities455,863 271,661 
Cash flows from investing activities:Cash flows from investing activities:
Purchases of property, plant and equipmentPurchases of property, plant and equipment(85,223)(106,192)
Purchases of property, plant and equipment
Purchases of property, plant and equipment
Patent registration and acquisition costsPatent registration and acquisition costs(10,043)(17,449)
Business acquisitions, net of cash acquired (note 12)(1,011,225)(35,915)
Business acquisitions, net of cash acquired
Purchases of investments (note 5)Purchases of investments (note 5)(29,729)(16,614)
Proceeds from exits of investments (note 5)Proceeds from exits of investments (note 5)3,937 6,802 
(Payments) / proceeds on maturity of foreign currency contracts18,961 (5,309)
Proceeds / (payments) on maturity of foreign currency contracts
Net cash used in investing activitiesNet cash used in investing activities(1,113,322)(174,677)
Cash flows from financing activities:Cash flows from financing activities:
Proceeds from issuance of common stock, netProceeds from issuance of common stock, net25,649 26,269 
Proceeds from issuance of common stock, net
Proceeds from issuance of common stock, net
Taxes paid related to net share settlement of equity awardsTaxes paid related to net share settlement of equity awards(30,297)(52,278)
Purchases of treasury stock
Payments of business combination contingent considerationPayments of business combination contingent consideration(316)— 
Proceeds from borrowings, net of borrowing costsProceeds from borrowings, net of borrowing costs1,070,000 160,000 
Repayment of borrowingsRepayment of borrowings(260,000)(136,000)
Dividends paidDividends paid(193,571)(183,853)
Net cash (used in) / provided by financing activities611,465 (185,862)
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cashEffect of exchange rate changes on cash178 (4,631)
Net decrease in cash and cash equivalents(45,816)(93,509)
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period273,710 295,278 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$227,894 $201,769 
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Income taxes paid, net of refunds
Income taxes paid, net of refunds
Income taxes paid, net of refundsIncome taxes paid, net of refunds$145,566 $432,268 
Interest paidInterest paid$32,436 $16,770 
Fair value of assets acquired, excluding cashFair value of assets acquired, excluding cash$359,730 $8,986 
Liabilities assumedLiabilities assumed(148,132)(2,492)
Goodwill on acquisitionGoodwill on acquisition803,357 33,499 
Previously held equity interest— (4,078)
Deferred payments
Deferred payments
Deferred paymentsDeferred payments(874)— 
Fair value of contingent considerationFair value of contingent consideration(2,856)$— 
Cash paid for acquisitionsCash paid for acquisitions$1,011,225 $35,915 
See the accompanying notes to the unaudited condensed consolidated financial statements.

8

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(1)    Summary of Significant Accounting Policies
Organization and Basis of Presentation
ResMed Inc. (referred to herein as “we”, “us”, “our” or the “Company”) is a Delaware corporation formed in March 1994 as a holding company for the ResMed Group. Through our subsidiaries, we design, manufacture and market equipment for the diagnosis and treatment of sleep-disordered breathing and other respiratory disorders, including obstructive sleep apnea. Our manufacturing operations are located in Australia, Singapore, Malaysia, France, China and the United States. Major distribution and sales sites are located in the United States, Germany, France, the United Kingdom, Switzerland, Australia, Japan, China, Finland, Norway and Sweden. We also operate a Software as a Service (“SaaS”) business in the United States and Germany that includes out-of-hospital software platforms designed to support the professionals and caregivers who help people stay healthy in the home or care setting of their choice.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and the rules of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2023.2024.
The condensed consolidated financial statements for the three and nine months ended March 31, 20232024 and March 31, 20222023 are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K (our “Form 10-K”) for the year ended June 30, 2022.2023.
Revenue Recognition
In accordance with Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, we account for a contract with a customer when there is a legally enforceable contract, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. We have determined that we have two operating segments, which are the sleep and respiratory disorders sector of the medical device industry (“Sleep and Respiratory Care”) and the supply of business management software as a service to out-of-hospital care providers (“SaaS”). Our Sleep and Respiratory Care revenue relates primarily to the sale of our products that are therapy-based equipment. Some contracts include additional performance obligations such as the provision of extended warranties and provision of data for patient monitoring. Our SaaS revenue relates to the provision of software access with ongoing support and maintenance services as well as professional services such as training and consulting.
9

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Disaggregation of revenue
The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
20242024202320242023
U.S., Canada and Latin AmericaU.S., Canada and Latin America
Devices
Devices
DevicesDevices$372,071 $250,768 $1,057,141 $771,475 
Masks and otherMasks and other257,070 224,665 765,364 681,803 
Total U.S., Canada and Latin AmericaTotal U.S., Canada and Latin America$629,141 $475,433 $1,822,505 $1,453,278 
Combined Europe, Asia and other marketsCombined Europe, Asia and other markets
DevicesDevices$235,818 $182,307 $611,123 $608,268 
Devices
Devices
Masks and otherMasks and other115,157 105,618 307,913 304,151 
Total Combined Europe, Asia and other marketsTotal Combined Europe, Asia and other markets$350,975 $287,925 $919,036 $912,419 
Global revenueGlobal revenue
Total Devices
Total Devices
Total DevicesTotal Devices$607,889 $433,075 $1,668,264 $1,379,743 
Total Masks and otherTotal Masks and other372,227 330,283 1,073,277 985,954 
Total Sleep and Respiratory CareTotal Sleep and Respiratory Care$980,116 $763,358 $2,741,541 $2,365,697 
Software as a ServiceSoftware as a Service136,782 101,142 359,395 297,693 
Software as a Service
Software as a Service
TotalTotal$1,116,898 $864,500 $3,100,936 $2,663,390 
Performance obligations and contract balances
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of risk and/or control of our products at a point in time. For products in our Sleep and Respiratory Care business, we transfer control and recognize a sale when products are shipped to the customer in accordance with the contractual shipping terms. For our SaaS business, revenue associated with cloud-hosted services are recognized as they are provided. We defer the recognition of a portion of the consideration received when performance obligations are not yet satisfied. Consideration received from customers in advance of revenue recognition is classified as deferred revenue. Performance obligations resulting in deferred revenue in our Sleep and Respiratory Care business relate primarily to extended warranties on our devices and the provision of data for patient monitoring. Performance obligations resulting in deferred revenue in our SaaS business relate primarily to the provision of software access with maintenance and support over an agreed term and material rights associated with future discounts upon renewal of some SaaS contracts. Generally, deferred revenue will be recognized over a period of one year to five years. Our contracts do not contain significant financing components.
The following table summarizes our contract balances (in thousands):
March 31,
2023
June 30,
2022
Balance sheet caption March 31,
2024
June 30,
2023
Balance sheet caption
Contract assetsContract assets
Accounts receivable, net
Accounts receivable, net
Accounts receivable, netAccounts receivable, net$686,264 $575,950 Accounts receivable, net$779,265 $$704,909 Accounts receivable, netAccounts receivable, net
Unbilled revenue, currentUnbilled revenue, current25,904 25,692 Prepaid expenses and other current assetsUnbilled revenue, current37,925 31,521 31,521 Prepaid expenses and other current assetsPrepaid expenses and other current assets
Unbilled revenue, non-currentUnbilled revenue, non-current9,700 8,840 Prepaid taxes and other non-current assetsUnbilled revenue, non-current11,121 10,078 10,078 Prepaid taxes and other non-current assetsPrepaid taxes and other non-current assets
Contract liabilitiesContract liabilities
Contract liabilities
Contract liabilities
Deferred revenue, current
Deferred revenue, current
Deferred revenue, currentDeferred revenue, current(141,043)(108,667)Deferred revenue (current liabilities)(150,753)(138,072)(138,072)Deferred revenue (current liabilities)Deferred revenue (current liabilities)
Deferred revenue, non-currentDeferred revenue, non-current(108,875)(95,455)Deferred revenue (non-current liabilities)Deferred revenue, non-current(131,981)(119,186)(119,186)Deferred revenue (non-current liabilities)Deferred revenue (non-current liabilities)
Transaction price determination
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. In our Sleep and Respiratory Care segment, the amount of consideration received and revenue recognized varies with changes in marketing incentives (e.g. rebates, discounts, free goods) and returns offered to our customers and their
10

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
customers. When we give customers the right to return eligible products and receive credit, returns are estimated based on an analysis of our historical experience. However, returns of products, excluding warranty-related returns, have historically been infrequent and insignificant. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration can be estimated, the amount expected to be received changes, or when the consideration becomes fixed.
We offer our Sleep and Respiratory Care customers cash or product rebates based on volume or sales targets measured over quarterly or annual periods. We estimate rebates based on each customer’s expected achievement of its targets. In accounting for these rebate programs, we reduce revenue ratably as sales occur over the rebate period by the expected value of the rebates to be returned to the customer. Rebates measured over a quarterly period are updated based on actual sales results and, therefore, no estimation is required to determine the reduction to revenue. For rebates measured over annual periods, we update our estimates each quarter based on actual sales results and updated forecasts for the remaining rebate periods.
We participate in programs where we issue credits to our Sleep and Respiratory Care distributors when they are required to sell our products below negotiated list prices if we have preexisting contracts with the distributors' customers. We reduce revenue for future credits at the time of sale to the distributor, which we estimate based on historical experience using the expected value method.
We also offer discounts to both our Sleep and Respiratory Care as well as our SaaS customers as part of normal business practice and these are deducted from revenue when the sale occurs.
When Sleep and Respiratory Care or SaaS contracts have multiple performance obligations, we generally use an observable price to determine the stand-alone selling price by reference to pricing and discounting practices for the specific product or service when sold separately to similar customers. Revenue is then allocated proportionately, based on the determined stand-alone selling price, to each performance obligation. An allocation is not required for many of our Sleep and Respiratory Care contracts that have a single performance obligation, which is the shipment of our therapy-based equipment.
Accounting and practical expedient elections
We have elected to account for shipping and handling activities associated with our Sleep and Respiratory Care segment as a fulfillment cost within cost of sales, and record shipping and handling costs collected from customers in net revenue. We have also elected for all taxes assessed by government authorities that are imposed on and concurrent with revenue-producing transactions, such as sales and value added taxes, to be excluded from revenue and presented on a net basis. We have elected two practical expedients including the “right to invoice” practical expedient, which is relevant for some of our SaaS contracts as it allows us to recognize revenue in the amount of the invoice when it corresponds directly with the value of performance completed to date. The second practical expedient adopted permits relief from considering a significant financing component when the payment for the good or service is expected to be one year or less.
Lease Revenue
We lease Sleep and Respiratory Care medical devices to customers primarily as a means to comply with local health insurer requirements in certain foreign geographies. Device rental contracts includeare classified as operating leases, and contract terms vary by customer and include options to terminate or extend the contract. When lease contracts also include the sale of masks and accessories, we allocate contract consideration to those items on a relative standalone price basis and recognize revenue when control transfers to the customer. Operating lease revenue was $24.1 million and $69.8 million for the three and nine months ended March 31, 2024 and $22.1 million and $66.2 million for the three and nine months ended March 31, 2023 and $19.8 million and $69.4 million for the three and nine months ended March 31, 2022.2023.
Provision for Warranty
We provide for the estimated cost of product warranties on our Sleep and Respiratory Care products at the time the related revenue is recognized. We determine the amount of this provision by using a financial model, which takes into consideration actual historical expenses and potential risks associated with our different products. We use this financial model to calculate the future probable expenses related to warranty and the required level of the warranty provision. Although we engage in product improvement programs and processes, our warranty obligation is affected by product failure rates and costs incurred to correct those product failures. Should actual product failure rates or estimated costs to repair those product failures differ from our estimates, we would be required to revise our estimated warranty provision.
11

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Recently Issued Accounting Standards Not Yet Adopted
ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands segment disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This ASU is applicable to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and subsequent interim periods. Early adoption is permitted and the amendments must be applied retrospectively to all prior periods presented. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.
ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid. This ASU is applicable to our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, with early application permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.
(2)    Segment Information
In November 2023, we announced a new operating model including changes to our executive leadership team and reporting structure. We have quantitatively and qualitatively determined that we continue to operate in two operating segments, which are the Sleep and Respiratory Care segment and the SaaS segment.segment, following these changes.
We evaluate the performance of our segments based on net revenues and income from operations. The accounting policies of the segments are the same as those described in note 2 of our consolidated financial statements included in our Form 10-K for the fiscal year ended June 30, 2022.2023. Segment net revenues and segment income from operations do not include inter-segment profits and revenue is allocated to a geographic area based on where the products are shipped to or where the services are performed.
Certain items are maintained at the corporate level and are not allocated to the segments. The non-allocated items include corporate headquarters costs, stock-based compensation, amortization expense from acquired intangibles, restructuring expenses, field safety notification expenses, acquisition related expenses, net interest expense (income), lossgains and losses attributable to equity method investments, gains and losses on equity investments, and other, net. We neither discretely allocate assets to our operating segments, nor does our Chief Operating Decision Maker evaluate the operating segments using discrete asset information.
Additionally, effective in the firstthird quarter of fiscal year 2023,2024, we updated the extent of allocation and method of attribution of certain shared costs that are principally managed at the corporatesegment level as part of our evaluation of segment operating performance. As a result, certain shared administrative costs including shared IT,relating to quality and regulatory assurance, commercial legal, operations, sales and marketing, customer service, information technology, and other administrative functions,costs, which were previously included in segment operating results, are now reported in Corporate costs within our reconciliation of segment operating profit to income before income taxes.taxes, are now reported in segment operating results. The financial information presented herein reflects the impact of the preceding reporting change for all periods presented.
The table below presents a reconciliation of net revenues and net operating profit by reportable segments (in thousands):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
Net revenue by segment
Total Sleep and Respiratory Care$980,116 $763,358 $2,741,541 $2,365,697 
Software as a Service136,782 101,142 359,395 297,693 
Total$1,116,898 $864,500 $3,100,936 $2,663,390 
Depreciation and amortization by segment
Sleep and Respiratory Care$21,201 $21,008 $59,501 $58,372 
Software as a Service2,375 1,863 6,385 5,421 
Amortization of acquired intangible assets and corporate assets20,780 19,435 52,510 58,405 
Total$44,356 $42,306 $118,396 $122,198 
Net operating profit by segment
Sleep and Respiratory Care$390,697 $315,055 $1,116,724 $976,520 
Software as a Service32,201 23,649 85,782 67,892 
Total$422,898 $338,704 $1,202,506 $1,044,412 
Reconciling items
Corporate costs$101,717 $85,727 $285,045 $243,077 
Amortization of acquired intangible assets20,510 18,712 51,702 56,446 
Acquisition related expenses— — 9,157 — 
Interest expense (income), net14,964 5,462 32,436 16,770 
Loss attributable to equity method investments183 2,627 5,037 5,927 
(Gain) loss on equity investments(6,418)1,735 (11,506)527 
Other, net2,564 (1,878)5,773 (729)
Income before income taxes$289,378 $226,319 $824,862 $722,394 
12

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The table below presents a reconciliation of net revenues and net operating profit by reportable segments (in thousands):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2024202320242023
Net revenue by segment
Sleep and Respiratory Care$1,049,023 $980,116 $3,029,915 $2,741,541 
Software as a Service147,957 136,782 432,187 359,395 
Total$1,196,980 $1,116,898 $3,462,102 $3,100,936 
Depreciation and amortization by segment
Sleep and Respiratory Care$21,832 $21,201 $64,307 $59,501 
Software as a Service2,358 2,375 7,843 6,385 
Amortization of acquired intangible assets and corporate assets19,284 20,780 61,042 52,510 
Total$43,474 $44,356 $133,192 $118,396 
Net operating profit by segment
Sleep and Respiratory Care$456,182 $381,143 $1,240,061 $1,079,682 
Software as a Service (1)
38,754 32,201 111,846 85,908 
Total$494,936 $413,344 $1,351,907 $1,165,590 
Reconciling items
Corporate costs$101,336 $92,163 $274,505 $248,129 
Amortization of acquired intangible assets19,016 20,510 60,235 51,702 
Restructuring expenses— — 64,228 — 
Masks with magnets field safety notification expenses (2)
— — 6,351 — 
Astral field safety notification expenses (3)
— — 7,911 — 
Acquisition related expenses— — — 9,157 
Interest expense (income), net11,026 14,964 39,787 32,436 
(Gain) Loss attributable to equity method investments(440)183 2,716 5,037 
(Gain) loss on equity investments(13,919)(6,418)(11,429)(11,506)
Other, net2,496 2,564 537 5,773 
Income before income taxes$375,421 $289,378 $907,066 $824,862 
(1)    During the three and nine months ended March 31, 2024, we recorded $2.0 million of operating lease right-of-use asset impairments within our SaaS segment. The impairments related to leases for office space and were recorded within net operating profit.
(2)    The masks with magnets field safety notification expenses relate to estimated costs to provide alternative masks to patients in response to updated contraindications for use of masks that incorporate magnets.
(3)    The Astral field safety notification expenses relate to estimated costs associated with the replacement of a certain component in some of our Astral ventilation devices that were manufactured between 2013 to 2019.
(3)    Supplemental Balance Sheet Information
Components of selected captions in the condensed consolidated balance sheets consisted of the following (in thousands):
InventoriesInventoriesMarch 31,
2023
June 30,
2022
InventoriesMarch 31,
2024
June 30,
2023
Raw materialsRaw materials$468,817 $355,225 
Work in progressWork in progress3,530 3,077 
Finished goodsFinished goods538,922 385,608 
Total inventoriesTotal inventories$1,011,269 $743,910 
Prepaid expenses and other current assetsMarch 31,
2023
June 30,
2022
Prepaid taxes$117,762 $99,352 
Prepaid inventories139,116 107,291 
Other prepaid expenses and current assets155,510 131,265 
Total prepaid expenses and other current assets$412,388 $337,908 
13

Table of Contents
Property, Plant and EquipmentMarch 31,
2023
June 30,
2022
Property, plant and equipment, at cost$1,183,878 $1,131,295 
Accumulated depreciation and amortization(655,100)(633,114)
Property, plant and equipment, net$528,778 $498,181 
PART I – FINANCIAL INFORMATIONItem 1
Other Intangible AssetsMarch 31,
2023
June 30,
2022
Developed/core product technology$402,043 $350,671 
Accumulated amortization(260,957)(239,647)
Developed/core product technology, net141,086 111,024 
Customer relationships442,909 257,034 
Accumulated amortization(114,636)(91,731)
Customer relationships, net328,273 165,303 
Other intangibles240,665 204,580 
Accumulated amortization(140,346)(134,963)
Other intangibles, net100,319 69,617 
Total other intangibles, net$569,678 $345,944 
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Prepaid expenses and other current assetsMarch 31,
2024
June 30,
2023
Prepaid taxes$126,605 $114,009 
Prepaid inventories197,291 143,084 
Other prepaid expenses and current assets180,767 179,925 
Total prepaid expenses and other current assets$504,663 $437,018 
Property, Plant and EquipmentMarch 31,
2024
June 30,
2023
Property, plant and equipment, at cost$1,256,561 $1,205,868 
Accumulated depreciation and amortization(716,818)(668,012)
Property, plant and equipment, net$539,743 $537,856 
Other Intangible AssetsMarch 31,
2024
June 30,
2023
Developed/core product technology$381,304 $398,740 
Accumulated amortization(272,940)(265,802)
Developed/core product technology, net108,364 132,938 
Customer relationships432,148 443,652 
Accumulated amortization(141,927)(124,220)
Customer relationships, net290,221 319,432 
Other intangibles254,445 244,373 
Accumulated amortization(152,006)(144,402)
Other intangibles, net102,439 99,971 
Total other intangibles, net$501,024 $552,341 
Intangible assets consist of developed/core product technology, trade names, non-compete agreements, customer relationships, and patents, which we amortize over the estimated useful life of the assets, generally between two years to fifteen years. There are no expected residual values related to these intangible assets.
During the nine months ended March 31, 2024, we impaired $18.6 million of developed/core product technology intangible assets, $14.5 million of customer relationship intangible assets, and $0.1 million of other intangibles associated with restructuring activities. These non-cash charges were recorded within restructuring expenses in the condensed consolidated statements of operations. Refer to Note 11, Restructuring Expenses, for the facts and circumstances leading to the impairments. We did not record any intangible asset impairments during the three and nine months ended March 31, 2023.
(4)    Goodwill
A reconciliation of changes in our goodwill by reportable segment is as follows (in thousands):
Nine Months Ended March 31, 2023
Sleep and
Respiratory Care
SaaSTotal
Nine Months Ended March 31, 2024Nine Months Ended March 31, 2024
Sleep and
Respiratory Care
Sleep and
Respiratory Care
SaaSTotal
Balance at the beginning of the periodBalance at the beginning of the period$641,724 $1,294,718 $1,936,442 
Business acquisitionsBusiness acquisitions19,281 784,076 803,357 
Foreign currency translation adjustmentsForeign currency translation adjustments8,691 35,134 43,825 
Balance at the end of the periodBalance at the end of the period$669,696 $2,113,928 $2,783,624 
13

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(5)    Investments
We have equity investments in privately and publicly held companies that are unconsolidated entities. The following discusses our investments in marketable equity securities, non-marketable equity securities, and investments accounted for under the equity method.
14

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Our marketable equity securities are publicly traded stocks measured at fair value and classified within Level 1 in the fair value hierarchy because we use quoted prices for identical assets in active markets. Marketable equity securities are recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets.
Non-marketable equity securities consist of investments in privately held companies without readily determinable fair values and are recorded in prepaid taxes and other non-current assets on the condensed consolidated balance sheets. Non-marketable equity securities are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. We assess non-marketable equity securities at least quarterly for impairment and consider qualitative and quantitative factors including the investee's financial metrics, product and commercial outlook and cash usage. All gains and losses on marketable and non-marketable equity securities, realized and unrealized, are recognized in gain (loss) on equity investments as a component of other income (loss), net on the condensed consolidated statements of operations.
Equity investments whereby we have significant influence, but not control over the investee and are not the primary beneficiary of the investee’s activities, are accounted for under the equity method. Under this method, we record our share of gains or losses attributable to equity method investments as a component of other income (loss), net on the condensed consolidated statements of operations.
Equity investments by measurement category were as follows (in thousands):
Measurement categoryMarch 31,
2023
June 30,
2022
Fair value$12,115 $9,167 
Measurement alternative70,640 39,290 
Equity method67,697 9,918 
Total$150,452 $58,375 
The following tables show a reconciliation of the changes in our equity investments (in thousands):
 Nine Months Ended March 31, 2023
 Non-marketable securitiesMarketable securitiesEquity method investmentsTotal
Balance at the beginning of the period$39,290 $9,167 $9,918 $58,375 
Additions to investments (1)
21,738 4,991 60,233 86,962 
Observable price adjustments on non-marketable equity securities12,612 — — 12,612 
Unrealized losses on marketable equity securities— (2,043)— (2,043)
Realized gains on marketable and non-marketable equity securities3,937 — — 3,937 
Proceeds from exits of investments(3,937)— — (3,937)
Impairment of investments(3,000)— — (3,000)
Loss attributable to equity method investments— — (5,037)(5,037)
Foreign currency translation adjustments— — 2,583 2,583 
Carrying value at the end of the period$70,640 $12,115 $67,697 $150,452 
(1)Includes additions from purchases and an equity method investment acquired and measured at fair value via our acquisition of MEDIFOX DAN. Refer to Note 12 herein.
Measurement categoryMarch 31,
2024
June 30,
2023
Fair value$21,537 $12,423 
Measurement alternative77,380 68,748 
Equity method65,115 65,366 
Total$164,032 $146,537 
1415

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Nine Months Ended March 31, 2022
Non-marketable securitiesMarketable securitiesEquity method investmentsTotal
Balance at the beginning of the period$23,002 $29,084 $17,154 $69,240 
Net additions (reductions) to investments (2)
7,665 (3,202)1,250 5,713 
Observable price adjustments on non-marketable equity securities5,367 — — 5,367 
Unrealized losses on marketable equity securities— (9,666)— (9,666)
Realized gains on marketable and non-marketable equity securities2,355 1,626 — 3,981 
Impairment of investments(209)— — (209)
Loss attributable to equity method investments— — (5,927)(5,927)
Carrying value at the end of the period$38,180 $17,842 $12,477 $68,499 
The following tables show a reconciliation of the changes in our equity investments (in thousands):
(2)Includes additions from purchases, reductions due to exits
 Nine Months Ended March 31, 2024
 Non-marketable securitiesMarketable securitiesEquity method investmentsTotal
Balance at the beginning of the period$68,748 $12,423 $65,366 $146,537 
Additions to investments6,567 — 3,125 9,692 
Observable price adjustments on non-marketable equity securities2,315 — — 2,315 
Proceeds from exits of investments(250)— — (250)
Unrealized gains on marketable equity securities— 9,114 — 9,114 
Realized gains on marketable and non-marketable equity securities— — — — 
Impairment of investments— — — — 
Loss attributable to equity method investments— — (2,716)(2,716)
Foreign currency translation adjustments— — (660)(660)
Carrying value at the end of the period$77,380 $21,537 $65,115 $164,032 
Nine Months Ended March 31, 2023
Non-marketable securitiesMarketable securitiesEquity method investmentsTotal
Balance at the beginning of the period$39,290 $9,167 $9,918 $58,375 
Additions to investments21,738 4,991 60,233 86,962 
Observable price adjustments on non-marketable equity securities12,612 — — 12,612 
Realized gains on marketable and non-marketable equity securities3,937 — — 3,937 
Proceeds from exits of investments(3,937)— — (3,937)
Impairment of investments(3,000)— — (3,000)
Unrealized losses on marketable equity securities— (2,043)— (2,043)
Loss attributable to equity method investments— — (5,037)(5,037)
Foreign currency translation adjustments— — 2,583 2,583 
Carrying value at the end of the period$70,640 $12,115 $67,697 $150,452 
Net unrealized gains recognized for equity investments in non-marketable and marketable securities held as of securities, or reclassifications due to our acquisition of an investee in which we held a prior equity interest.
March 31, 2024 for the three and nine months ended March 31, 2024 were $13.9 million and $11.4 million. Net unrealized gains recognized for equity investments in non-marketable and marketable securities held as of March 31, 2023 for the three and nine months ended March 31, 2023 were $2.5 million and $7.6 million. Net unrealized losses recognized for equity investments in non-marketable and marketable securities held as of March 31, 2022 for the three and nine months ended March 31, 2022 were $1.7 million and $4.5 million.
(6)    Income Taxes
In accordance with ASC 740 Income Taxes, each interim reporting period is considered integral to the annual period, and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.
On September 19, 2021, we concluded the settlement agreement with the Australian Taxation Office (“ATO”) in relation to the previously disclosed transfer pricing dispute for the tax years 2009 through 2018 (“ATO settlement”). The ATO settlement fully resolved the dispute for all prior years, with no admission of liability and provides clarity in relation to certain future taxation principles.
On September 28, 2021, we remitted final payment to the ATO of $284.8 million, consisting of the agreed settlement amount of $381.7 million less prior remittances made to the ATO of $96.9 million.
(7)    Product Warranties
Changes in the liability for warranty costs, which is included in accrued expenses in our condensed consolidated balance sheets, are as follows (in thousands):
Nine Months Ended
March 31,
20232022
Nine Months Ended
March 31,
Nine Months Ended
March 31,
202420242023
Balance at the beginning of the periodBalance at the beginning of the period$25,889 $22,032 
Warranty accruals for the periodWarranty accruals for the period9,368 14,653 
Warranty costs incurred for the periodWarranty costs incurred for the period(9,561)(9,689)
Foreign currency translation adjustmentsForeign currency translation adjustments144 41 
Balance at the end of the periodBalance at the end of the period$25,840 $27,037 
1516

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(8)(7)    Debt
Debt consisted of the following (in thousands):
March 31,
2023
June 30,
2022
March 31,
2024
March 31,
2024
June 30,
2023
Short-term debtShort-term debt$10,000 $10,000 
Deferred borrowing costsDeferred borrowing costs(99)(84)
Short-term debt, netShort-term debt, net$9,901 $9,916 
Long-term debtLong-term debt$1,580,000 $770,000 
Long-term debt
Long-term debt
Deferred borrowing costsDeferred borrowing costs(4,037)(4,675)
Long-term debt, netLong-term debt, net$1,575,963 $765,325 
Total debtTotal debt$1,585,864 $775,241 
Credit Facility
On June 29, 2022, we entered into a second amended and restated credit agreement (the “Revolving Credit Agreement”), as borrower, with lenders MUFG Union Bank, N.A., as administrative agent, joint lead arranger, sole book runner, swing line lender and letter of credit issuer, Westpac Banking Corporation, as syndication agent and joint lead arranger, HSBC Bank USA, National Association, as syndication agent and joint lead arranger, and Wells Fargo Bank, National Association, as documentation agent. The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit facility of $1,500.0 million, with an uncommitted option to increase the revolving credit facility by an additional amount equal to the greater of $1,000.0 million or 1.0 times the EBITDA (as defined in the Revolving Credit Agreement) for the trailing twelve-month measurement period. The Revolving Credit Agreement amends and restates that certain Amended and Restated Credit Agreement, dated as of April 17, 2018, among ResMed, MUFG Union Bank, N.A., Westpac Banking Corporation and the lenders party thereto.
Additionally, on June 29, 2022, ResMed Pty Limited entered into a Second Amendment to the Syndicated Facility Agreement and First Amendment to Unconditional Guaranty Agreement (the “Term Credit Agreement”), as borrower, with lenders MUFG Union Bank, N.A., as administrative agent, joint lead arranger and joint book runner, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner, which amends that certain Syndicated Facility Agreement dated as of April 17, 2018. The Term Credit Agreement, among other things, provides ResMed Pty Limited a senior unsecured term credit facility of $200.0 million.
Our obligations under the Revolving Credit Agreement are guaranteed by certain of our direct and indirect U.S. subsidiaries, and ResMed Pty Limited’s obligations under the Term Credit Agreement are guaranteed by us and certain of our direct and indirect U.S. subsidiaries. The Revolving Credit Agreement and Term Credit Agreement contain customary covenants, including, in each case, a financial covenant that requires that we maintain a maximum leverage ratio of funded debt to EBITDA (as defined in the Revolving Credit Agreement and Term Credit Agreement, as applicable). The entire principal amounts of the revolving credit facility and term credit facility, and, in each case, any accrued but unpaid interest may be declared immediately due and payable if an event of default occurs, as defined in the Revolving Credit Agreement and the Term Credit Agreement, as applicable. Events of default under the Revolving Credit Agreement and the Term Credit Agreement include, in each case, failure to make payments when due, the occurrence of a default in the performance of any covenants in the respective agreements or related documents, or certain changes of control of us, or the respective guarantors of the obligations borrowed under the Revolving Credit Agreement and Term Credit Agreement.
The Revolving Credit Agreement and Term Credit Agreement each terminate on June 29, 2027, when all unpaid principal and interest under the loans must be repaid. Amounts borrowed under the Term Credit Agreement will also amortize on a semi-annual basis, with a $5.0 million principal payment required on each such semi-annual amortization date. The outstanding principal amounts will bear interest at a rate equal to the Adjusted Term SOFR (as defined in the Revolving Credit Facility) plus 0.75% to 1.50% (depending on the then-applicable leverage ratio) or the Base Rate (as defined in the Revolving Credit Agreement and the Term Credit Agreement, as applicable) plus 0.0% to 0.50% (depending on the then-applicable leverage ratio). At March 31, 2023,2024, the interest rate that was being charged on the outstanding principal amounts was 5.8%6.3%. An applicable commitment fee of 0.075% to 0.150% (depending on the then-applicable leverage ratio) applies on the unused portion of the revolving credit facility. As of March 31, 2023, we had $605.0 million available for draw down under the revolving credit facility.
1617

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
on the unused portion of the revolving credit facility. As of March 31, 2024, we had $1,175.0 million available for draw down under the revolving credit facility.
We are required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As the Revolving Credit and Term Credit Agreements’ interest rate is calculated as Adjusted Term SOFR plus the spreads described above, its carrying amount is equivalent to its fair value as at March 31, 20232024 and June 30, 2022,2023, which was $1,090.0$510.0 million and $280.0$945.0 million, respectively.
Senior Notes
On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $250.0 million principal amount of our 3.24% senior notes due July 10, 2026, and $250.0 million principal amount of our 3.45% senior notes due July 10, 2029 (collectively referred to as the “Senior Notes”). Our obligations under the Note Purchase Agreement and the Senior Notes are unconditionally and irrevocably guaranteed by certain of our direct and indirect U.S. subsidiaries. The net proceeds from this transaction were used to pay down borrowings on our Revolving Credit Agreement.
Under the terms of the Note Purchase Agreement, we agreed to customary covenants including with respect to our corporate existence, transactions with affiliates, and mergers and other extraordinary transactions. We also agreed that, subject to limited exceptions, we will maintain a ratio of consolidated funded debt to consolidated EBITDA (as defined in the Note Purchase Agreement) of no more than 3.50 to 1.00 as of the last day of any fiscal quarter, and will not at any time permit the amount of all priority secured and unsecured debt of us and our subsidiaries to exceed 10% of our consolidated tangible assets, determined as of the end of our most recently ended fiscal quarter. This ratio is calculated at the end of each reporting period for which the Note Purchase Agreement requires us to deliver financial statements, using the results of the 12 consecutive month period ending with such reporting period.
We are required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As of March 31, 20232024 and June 30, 2022,2023, the Senior Notes had a carrying amount of $500.0 million, excluding deferred borrowing costs, and an estimated fair value of $471.5$468.9 million and $477.7$462.2 million, respectively. Quoted market prices in active markets for similar liabilities based inputs (Level 2) were used to estimate fair value.
At March 31, 2023,2024, we were in compliance with our debt covenants and there was $1,590.0$1,010.0 million outstanding under the Revolving Credit Agreement, Term Credit Agreement and Senior Notes.
(9)(8)    Earnings Per Share
Basic earnings per share is computed by dividing the net income available to common stockholders by the weighted average number of shares of common stock outstanding. For purposes of calculating diluted earnings per share, the denominator includes both the weighted average number of shares of common stock outstanding and the number of dilutive common stock equivalents such as stock options and restricted stock units.
The weighted average number of outstanding stock options and restricted stock units not included in the computation of diluted earnings per share were 403,736578,065 and 307,368403,736 for the three months ended March 31, 20232024 and 2022,2023, respectively, and 290,639618,664 and 52,599290,639 for the nine months ended March 31, 20232024 and 2022,2023, respectively, as the effect would have been anti-dilutive.
1718

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Basic and diluted earnings per share are calculated as follows (in thousands except per share data):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
20242024202320242023
Numerator:Numerator:
Net income
Net income
Net incomeNet income$232,500 $179,012 $667,892 $584,376 
Denominator:Denominator:
Basic weighted-average common shares outstandingBasic weighted-average common shares outstanding146,914 146,240 146,681 145,969 
Basic weighted-average common shares outstanding
Basic weighted-average common shares outstanding
Effect of dilutive securities:Effect of dilutive securities:
Stock options and restricted stock units
Stock options and restricted stock units
Stock options and restricted stock unitsStock options and restricted stock units481 722 719 1,065 
Diluted weighted average sharesDiluted weighted average shares147,395 146,962 147,400 147,034 
Basic earnings per shareBasic earnings per share$1.58 $1.22 $4.55 $4.00 
Diluted earnings per shareDiluted earnings per share$1.58 $1.22 $4.53 $3.97 
(10)(9)    Legal Actions, Contingencies and Commitments
Litigation
In the normal course of business, we are subject to routine litigation incidental to our business. While the results of this litigation cannot be predicted with certainty, we believe that their final outcome will not, individually or in aggregate, have a material adverse effect on our consolidated financial statements taken as a whole.
On June 2, 2021, New York University ("NYU") filed a complaint for patent infringement in the United States District Court, District of Delaware against ResMed Inc., case no. 1:21-cv-00813 (JPM). The complaint alleges that the AutoSet or AutoRamp features of ResMed’s AirSense 10 AutoSet flow generators infringe one or more claims of various NYU patents, including U.S. Patent Nos. 6,988,994; 9,108,009; 9,168,344; 9,427,539; 9,533,115; 9,867,955; and 10,384,024. According to the complaint, the NYU patents are directed to systems and methods for diagnosis and treating sleeping disorders during different sleep states. The complaint seeks monetary damages and attorneys’ fees. We answered the complaint on September 30, 2021 and filed a motion to dismiss the complaint on the basis that the patents are invalid because the subject matter of the patents is not patentable under the Supreme Court and Federal Circuit precedent. The motion to dismiss was granted in part and denied in part. We have also requested that the court dismiss the case based on NYU’s license of the patents to Fisher & Paykel and Fisher & Paykel’s prior settlement with us; that request is pending. In December 2022, the Patent Trial and AppealsAppeal Board (“PTAB”) of the Patent and Trademark Office granted our request to review the validity of the claims in the patents asserted by NYU against us, determining that there is a reasonable likelihood that we will prevail. The PTAB’s finalIn December 2023, the PTAB issued written decisions on the validityinvalidating each of the challenged claims in each of the NYU patents asserted claims is expected byagainst us. On December 2023. On April 10,28, 2023, the district court granted our request toDistrict Court entered an order continuing its stay of all proceedings against us pending any appeal by NYU of the case pendinginvalidation of its patents by the PTAB. On January 31, 2024, NYU appealed the PTAB’s decision onrulings to the validityCourt of Appeals for the patents asserted by NYU.Federal Circuit. The appeals are not expected to be resolved before March 2025.
On January 27, 2021, the International Trade Commission ("ITC") instituted In Re Certain UMTS and LTE Cellular Communications Modules and Products Containing the Same, Investigation No. 337-TA-1240, by complainants Philips RS North America, LLC and Koninklijke Philips N.V. (collectively “Philips”) against Quectel Wireless Solutions Co., Ltd; Thales DIS AIS USA, LLC, Thales DIS AIS Deutschland GmbH; Telit Wireless Solutions, Inc., Telit Communications PLC, CalAmp. Corp., Xirgo Technologies, LLC, and Laird Connectivity, Inc. (collectively “respondents”). In the ITC investigation, Philips seeks an order excluding communications modules, and products that contain them, from importation into the United States based on alleged infringement of 3G and 4G standard essential patents held by Philips. On October 6-14, 2021, the administrative law judge held a hearing on the merits. The administrative law judge issued an initial determination on April 1, 2022, finding no violation of any of the Philips' patents asserted in the ITC. Philips sought review by the full ITC. On July 6, 2022, the Commission affirmed the administrative law judge’s determination that there was no violation of asserted Philips' patents. The Commission terminated the ITC proceedings. Philips did not appeal the ITC’s decision. On December 17, 2020, Philips filed companion cases for patent infringement against the same defendants in the United States District Court for the District of Delaware, case nos. 1:20-cv-01707, 01708, 01709, 01710, 01711, and 01713 (CFC) seeking damages, an injunction, and a declaration from the court on the amount of a fair reasonable and non-discriminatory license rate for the standard essential patents it is asserting against the communications module defendants. The district court cases were stayed pending the resolution of the ITC proceedings. The parties have returned to the district
1819

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
court for further proceedings. We were not a party to the ITC investigation, and we are not a party to the district court cases, but we sell products that incorporate some of the communications modules at issue in the district court case. The first trial in the cases by Philips against the communications module defendants is set for August 12, 2024.
On June 16, 2022, Cleveland Medical Devices Inc. ("Cleveland Medical") filed suit for patent infringement against ResMed Inc. in the United States District Court for the District of Delaware, case no. 1:22-cv-00794. Cleveland Medical asserts that numerous ResMed connected devices, when combined with certain ResMed data platforms and/or software, including AirView and ResScan, infringe one or more of eightseven Cleveland Medical patents, including U.S. Patent Nos. 10,076,269; 10,426,399; 10,925,535; 11,064,937; 10,028,698; 10,478,118; 11,202,603; and 11,234,637. We have moved to dismiss the action because Cleveland Medical sued the wrong ResMed entity. We have also movedentity, and to dismiss all claims based on U.S. Patent No. 10,076,269, as well asthe indirect and willful infringement allegations as toby Cleveland Medical. On October 2, 2023, the remaining patents asserted against ResMed; thatcourt granted a portion of the motion, dismissing all Cleveland Medical claims for indirect and willful infringement, and denied the rest of the motion. Both parties filed motions for summary judgment in March 2024. Briefing is pending.now complete and a decision on the motions is expected before trial. On March 23,22, 2023, we filed a petition with the Patent Trial and Appeals Board (“PTAB”)PTAB of the Patent and Trademark Office seeking review of the validity of Cleveland Medical U.S. Patent No. 10,076,269. TheOn September 25, 2023, the PTAB will decide whetherexercised its discretion to reviewdeny our petition challenging the validity of the ‘269 patent by September 2023. The parties are engagedU.S. Patent No. 10,076,269 in discoverylight of the August 2024 trial date in the Delaware action. The caseDistrict Court case. That discretionary denial was overturned by the Director of the Patent and Trademark Office, and the panel was ordered to reconsider the discretionary denial. That decision is set for trial in August 2024.pending.
On March 23,20, 2023, ResMed Corp. filed suit in the United States District Court for the Southern District of California, case no. 23-cv-00500-TWR-JLB, seeking a declaration that it does not infringe U.S. patent numberPatent No. 11,602,284 recently issued to Cleveland Medical. In November 2023, the case was transferred to the Northern District of Ohio for the convenience of the parties. Cleveland Medical answered the complaint and filed a counterclaim asserting that ResMed Corp. infringes three additional Cleveland Medical patents, including U.S. Patent Nos. 11,375,921; 11,690,512; and 11,786,680. ResMed Corp. has challenged the validity of U.S. Patent No. 11,602,284 in the PTAB. It is expected that the PTAB will determine whether to examine the validity of U.S. Patent No. 11,602,284 patent by June 2024. On April 9, 2024, Cleveland Medical filed a second amended answer and counterclaims accusing ResMed Corp. of infringing U.S. Patent Nos. 11,857,333 and 11,872,029.
Based on currently available information, we are unable to make a reasonable estimate of loss or range of losses, if any, arising from matters that remain open.
Contingent Obligations Under Recourse Provisions
We use independent financing institutions to offer some of our customers financing for the purchase of some of our products. Under these arrangements, if the customer qualifies under the financing institutions’ credit criteria and finances the transaction, the customers repay the financing institution on a fixed payment plan. For some of these arrangements, the customer’s receivable balance is with limited recourse whereby we are responsible for repaying the financing company should the customer default. We record a contingent provision, which is estimated based on historical default rates. This is applied to receivables sold with recourse and is recorded in accrued expenses.
During the nine months ended March 31, 20232024 and March 31, 2022,2023, receivables sold with limited recourse were $131.8$148.3 million and $126.2$131.8 million, respectively. As of March 31, 2023,2024, the maximum exposure on outstanding receivables sold with recourse and the associated contingent provision were $29.7$35.0 million and $1.0$0.8 million, respectively. As of June 30, 2022,2023, the maximum exposure on outstanding receivables sold with recourse and contingent provision were $24.2$32.6 million and $2.1$0.6 million, respectively.
(11)(10)    Derivative Instruments and Hedging Activities
We may use derivative financial instruments, specifically foreign cross-currency swaps, purchased foreign currency call options, collars and forward contracts to mitigate exposure from certain foreign currency risk. No derivatives are used for trading or speculative purposes. We do not require or are not required to pledge collateral for the derivative instruments.
Fair Value and Net Investment Hedging
On November 17, 2022, we executed foreign cross-currency swaps as net investment hedges and fair value hedges in designated hedging relationships with either the foreign denominated net asset balances or the foreign denominated intercompany loan as the hedged items. All derivatives are recorded at fair value as either an asset or liability. Cash flows
20

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
associated with derivative instruments are presented in the same category on the consolidated statements of cash flows as the hedged item.
The purpose of the cross-currency swaps for the fair value hedge is to mitigate foreign currency risk associated with changes in spot rates on foreign denominated intercompany debt between USD and EUR. For these hedges, we excluded certain components from the assessment of hedge effectiveness that are not related to spot rates. For fair value hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in the same line item as the hedged item, other, net, in the condensed consolidated statement of operations. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the statement of operations under a systematic and rational method over the life of the hedging instrument and is presented in interest (expense) income, net. Any difference between the change in the fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income.
19

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The purpose of the cross-currency swaps for the net investment hedge is to mitigate foreign currency risk associated with changes in spot rates on the net asset balances of our foreign functional subsidiaries. For net investment hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in cumulative translation adjustment within other comprehensive loss and reclassified into earnings when the hedged net investment is either sold or substantially liquidated. The initial fair value of components excluded from the assessment of hedge effectiveness will be recognized in interest (expense) income, net.
The notional value of outstanding foreign cross-currency swaps was $1,042.2$1,035.0 million and $1,046.6 million at March 31, 2023.2024 and June 30, 2023, respectively. These contracts mature at various dates prior to December 31, 2029.
Non-Designated Hedges
We transact business in various foreign currencies, including a number of major European currencies as well as the Australian and Singapore dollars. We have foreign currency exposure through both our Australian and Singapore manufacturing activities, and international sales operations. We have established a foreign currency hedging program using purchased foreign currency call options, collars and forward contracts to hedge foreign-currency-denominated financial assets, liabilities and manufacturing cash flows. The terms of such foreign currency hedging contracts generally do not exceed three years. The purpose of this hedging program is to economically manage the financial impact of foreign currency exposures denominated mainly in Euros, and Australian and Singapore dollars. Under this program, increases or decreases in our foreign currency denominated financial assets, liabilities, and firm commitments are partially offset by gains and losses on the hedging instruments. We do not designate these foreign currency contracts as hedges. All movements in the fair value of the foreign currency instruments are recorded within other, net in our condensed consolidated statements of income.
The notional value of the outstanding non-designated hedges was $1,080.9$1,409.0 million and $602.0$954.7 million at March 31, 20232024 and June 30, 2022,2023, respectively. These contracts mature at various dates prior to DecemberMarch 15, 2024.2025.
Fair Values of Derivative Instruments
The following table presents our assets and liabilities related to derivative instruments on a gross basis within the condensed consolidated balance sheets (in thousands):
March 31,
2023
June 30,
2022
Balance Sheet Caption
Derivative Assets
Not Designated as Hedging Instruments
Foreign currency hedging instruments$4,547 $151 Prepaid expenses and other current assets
Foreign currency hedging instruments903 Prepaid taxes and other non-current assets
Total derivative assets$5,450 $160 
Derivative Liabilities
Designated as Hedging Instruments
Foreign cross-currency swaps – Fair Value Hedge$18,191 $— Other long-term liabilities
Foreign cross-currency swaps – Net Investment Hedge37,321 — Other long-term liabilities
Not Designated as Hedging Instruments
Foreign currency hedging instruments4,607 1,947 Accrued expenses
Foreign currency hedging instruments1,469 — Other long-term liabilities
Total derivative liabilities$61,588 $1,947 
2021

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
March 31,
2024
June 30,
2023
Balance Sheet Caption
Derivative Assets
Not Designated as Hedging Instruments
Foreign currency hedging instruments$1,810 $2,126 Prepaid expenses and other current assets
Foreign currency hedging instruments— 279 Prepaid taxes and other non-current assets
Total derivative assets$1,810 $2,405 
Derivative Liabilities
Designated as Hedging Instruments
Foreign cross-currency swaps – Fair Value Hedge$13,233 $19,743 Other long-term liabilities
Foreign cross-currency swaps – Net Investment Hedge27,286 $40,803 Other long-term liabilities
Not Designated as Hedging Instruments
Foreign currency hedging instruments5,875 9,558 Accrued expenses
Foreign currency hedging instruments— 595 Other long-term liabilities
Total derivative liabilities$46,394 $70,699 
Fair Value Hedge Gains (Losses)
We recognized the following gains (losses) on the foreign cross currency swaps designated as fair value hedges (in thousands):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
20242024202320242023
Gain (loss) recognized in other comprehensive income (loss)Gain (loss) recognized in other comprehensive income (loss)$(524)$— $(5,134)$— 
Gain (loss) recognized on cross-currency swap in interest (expense) income, net (amount excluded from effectiveness testing)Gain (loss) recognized on cross-currency swap in interest (expense) income, net (amount excluded from effectiveness testing)754 — 1,601 — 
Gain (loss) recognized on cross-currency swap in other, netGain (loss) recognized on cross-currency swap in other, net(3,920)— (13,057)— 
Gain (loss) recognized on intercompany debt in other, netGain (loss) recognized on intercompany debt in other, net3,920 — 13,057 — 
Net Investment Hedge Gains (Losses)
We recognized the following gains (losses) on the foreign cross currency swaps designated as net investment hedges (in thousands):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
20242024202320242023
Gain (loss) recognized in cumulative translation adjustment within other comprehensive income (loss)Gain (loss) recognized in cumulative translation adjustment within other comprehensive income (loss)$(14,490)$— $(37,321)$— 
Gain (loss) recognized from the excluded components in interest (expense) income, netGain (loss) recognized from the excluded components in interest (expense) income, net1,910 — 4,036 — 
Non-designated Derivative Gains (Losses)
We recognized the following gains (losses) in the condensed consolidated statement of operations on derivatives not designated as hedging instruments (in thousands):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
20242024202320242023
Gain (loss) recognized on foreign currency hedging instruments in other, netGain (loss) recognized on foreign currency hedging instruments in other, net$(69)$(327)$19,499 $(4,327)
Gain (loss) recognized on other foreign-currency-denominated transactions in other, netGain (loss) recognized on other foreign-currency-denominated transactions in other, net(2,914)2,052 (25,619)4,587 
TotalTotal$(2,983)$1,725 $(6,120)$260 
We classified the fair values of all hedging instruments as Level 2 measurements within the fair value hierarchy.
22

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
We are exposed to credit-related losses in the event of non-performance by counter parties to financial instruments. We minimize counterparty credit risk by entering into derivative transactions with major financial institutions and we do not expect material losses as a result of default by our counterparties.institutions.
(12)    Business Combinations
On November 21, 2022, we completed our acquisition of 100% of the shares in MediFox-Dan Investment GmbH and its subsidiaries (“MEDIFOX DAN”), a German leader in software solutions for a wide variety of out-of-hospital care providers, for $997.5 million. This acquisition has been accounted for as a business combination using purchase accounting and included in our condensed consolidated financial statements from November 21, 2022. The acquisition was paid for using funds drawn down from our Revolving Credit Agreement.
21

Table of Contents
PART I – FINANCIAL INFORMATIONItem 1
RESMED INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The total purchase price was allocated to MEDIFOX DAN's tangible and identifiable intangible assets and liabilities based upon preliminary estimated fair values as of the November 21, 2022 closing date, as follows (in thousands):
PreliminaryIntangible assets - useful life
Cash$7,372 
Accounts receivable16,096 
Property, plant and equipment7,731 
Equity method investment57,298 
Other assets18,523 
Accounts payable and accrued expenses(19,358)
Deferred revenue(18,349)
Other liabilities(11,623)
Identifiable intangible assets:
Developed technology43,081 6 - 7 years
Customer relationships175,445 11 - 13 years
Trade names32,050 10 years
Deferred tax liabilities(94,826)
Goodwill784,076 
Purchase price$997,516 
We have not finalized the purchase price allocation in relation to this acquisition as certain appraisals associated with the valuation of intangible assets and income tax positions are not yet complete. We do not believe that the completion of this work will materially modify the preliminary purchase price allocation. We expect to complete our purchase price allocation during the quarter ending June 30, 2023. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition. The goodwill recognized as part of the acquisition is reflected in our SaaS segment and is not deductible for tax purposes. It mainly represents the synergies that are unique to our combined businesses and the potential for new products and services to be developed in the future.
Pro forma results of operations have not been presented because the effects of this acquisition were not material to our condensed consolidated statements of operations.(11)    Restructuring Expenses
We did not incur material acquisition relatedrecord any restructuring expenses during the three months ended March 31, 2023.2024. During the nine months ended March 31, 2022,2024, we recorded acquisition$64.2 million of restructuring related expensescharges associated with an evaluation of $9.2 million relatedour existing operations to increase operational efficiency, decrease costs and increase profitability. Although the MEDIFOX DAN acquisition. We didcosts associated with the restructuring plan have not have material acquisition related expenses duringbeen allocated to our business segments' results in Note 2 - Segment Information, the threerestructuring plan impacted both our Sleep and Respiratory Care and SaaS segments.
Restructuring charges for the nine months ended March 31, 2022.2024 are comprised of $28.6 million of employee severance and other one-time termination benefits, $33.2 million of intangible asset impairments associated with the wind down of certain business activities, and $2.4 million of other miscellaneous asset impairments. These costs are separately presented as restructuring expenses within our condensed consolidated statement of operations. The restructuring was substantially complete at March 31, 2024.
2223

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
.
Special Note Regarding Forward-Looking Statements
This report contains or may contain certain forward-looking statements and information that are based on the beliefs of our management as well as estimates and assumptions made by, and information currently available to, our management. All statements other than statements regarding historical facts are forward-looking statements. The words “believe,” “expect,” “intend,” “anticipate,” “will continue,” “will,” “estimate,” “plan,” “future” and other similar expressions, and negative statements of such expressions, generally identify forward-looking statements, including, in particular, statements regarding expectations of future revenue or earnings, expenses, new product development, new product launches, new markets for our products, the integration of acquisitions, our supply chain, domestic and international regulatory developments, litigation, tax outlook, the impact of COVID-19, its variants, and the effects of competitionsimilar epidemics or pandemics and public health crises (including the COVID-19 pandemic)macroeconomic conditions on our business.business. These forward-looking statements are made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements reflect the views of our management at the time the statements are made and are subject to a number of risks, uncertainties, estimates and assumptions, including, without limitation, and in addition to those identified in the text surrounding such statements, those identified in our annual report on Form 10-K for the fiscal year ended June 30, 20222023 and elsewhere in this report. 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.
In addition, important factors to consider in evaluating such forward-looking statements include changes or developments in healthcare reform, social, economic,macroeconomic, market, legal or regulatory circumstances, including the impact of public health crises such as the novel strain of coronavirus (COVID-19) that has spread globally,COVID-19 and its variants; changes in our business or growth strategy or an inability to execute our strategy due to changes in our industry or the economy generally, the emergence of new or growing competitors, the actions or omissions of third parties, including suppliers, customers, competitors and governmental authorities and various other factors. If any one or more of these risks or uncertainties materialize, or underlying estimates or assumptions prove incorrect, actual results may vary significantly from those expressed in our forward-looking statements, and there can be no assurance that the forward-looking statements contained in this report will in fact occur.
Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described in our annual report on Form 10-K for the fiscal year ended June 30, 2022,2023, in addition to the other cautionary statements and risks described elsewhere in this report and in our other filings with the Securities and Exchange Commission (“SEC”), including our subsequent reports on Forms 10-Q and 8-K. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on us, our business, financial condition and results of operations could be seriously harmed. In that event, the market price for our common stock will likely decline and you may lose all or part of your investment.
2324

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The following is an overview of our results of operations for the three and nine months ended March 31, 2023.2024. Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. Management’s discussion and analysis is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and notes included in this report.
We are a global leader in the development, manufacturing, distribution and marketing of medical devices and cloud-based software applications that diagnose, treat and manage respiratory disorders, including sleep disordered breathing (“SDB”), chronic obstructive pulmonary disease, neuromuscular disease and other chronic diseases. SDB includes obstructive sleep apnea and other respiratory disorders that occur during sleep. Our products and solutions are designed to improve patient quality of life, reduce the impact of chronic disease and lower healthcare costs as global healthcare systems continue to drive a shift in care from hospitals to the home and lower cost settings. Our cloud-based software digital health applications, along with our devices, are designed to provide connected care to improve patient outcomes and efficiencies for our customers.
Since the development of continuous positive airway pressure therapy, we have expanded our business by developing or acquiring a number of products and solutions for a broader range of respiratory disorders including technologies to be applied in medical and consumer products, ventilation devices, diagnostic products, mask systems for use in the hospital and home, headgear and other accessories, dental devices, and cloud-based software informatics solutions to manage patient outcomes and customer and provider business processes. Our growth has been fueled by geographic expansion, our research and product development efforts, acquisitions and an increasing awareness of SDB and respiratory conditions like chronic obstructive pulmonary disease as significant health concerns.
In November 2023, we announced a new operating model to accelerate long-term growth. The new operating model introduces dedicated leadership in Product, Revenue, and Marketing to the global executive team. This change aims to increase the velocity of product development and sharpen our customer and brand focus. Ultimately, the goal is to accelerate profitable growth, while driving greater value and improved care throughout the outside hospital care continuum and the patient journey.
We are committed to ongoing investment in research and development and product enhancements. During the three months ended March 31, 2023,2024, we invested $76.4$77.1 million on research and development activities, which represents 6.8%6.4% of net revenues, with a continued focus on the development and commercialization of new, innovative products and solutions that improve patient outcomes, create efficiencies for our customers and help physicians and providers better manage chronic disease and lower healthcare costs. During the three months ended March 31, 2023,2024, we continued the launch of AirSense 11, which introduces new features such as a touch screen, algorithms for patients new to therapy and digital enhancements and over-the-air update capabilities as well as continued our global offering of devices including Card-to-Cloud ("C2C") versions of our prior model AirSense 10 and AirCurve 10 products that do not incorporate a communications module. We introduced these C2C models to address the backlog of patients waiting for therapy with our devices due to the global semiconductor supply shortage.capabilities. Due to multiple acquisitions, including Brightree in April 2016, HEALTHCAREfirst in July 2018,and MatrixCare in November 2018, and MEDIFOX DAN in November 2022, our operations include out-of-hospital software platforms designed to support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. These platforms comprise our SaaS business. These products, our cloud-based remote monitoring and therapy management system, and a robust product pipeline, should continue to provide us with a strong platform for future growth.
We have determined that we have two operating segments, which are the sleep and respiratory disorders sector of the medical device industry (“Sleep and Respiratory Care”) and the supply of business management software as a service to out-of-hospital health providers (“SaaS”).
Net revenue for the three months ended March 31, 20232024 was $1,116.9 million,$1.2 billion, an increase of 29%7% compared to the three months ended March 31, 2022.2023. Gross margin was 57.9% for the three months ended March 31, 2024 compared to 55.3% for the three months ended March 31, 2023 compared to 56.8%2023. Diluted earnings per share was $2.04 for the three months ended March 31, 2022. Diluted2024, compared to diluted earnings per share wasof $1.58 for the three months ended March 31, 2023, compared to diluted earnings per share of $1.22 for the three months ended March 31, 2022.2023.
At March 31, 2023,2024, our cash and cash equivalents totaled $227.9$237.9 million, our total assets were $6.7$6.8 billion and our stockholders’ equity was $3.9$4.6 billion.
In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we provide certain financial information on a “constant currency” basis, which is in addition to the
25

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
actual financial information presented. In order to calculate our constant currency information, we translate the current period financial information using the foreign currency exchange rates that were in effect during the previous comparable
24

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
period. However, constant currency measures should not be considered in isolation or as an alternative to U.S. dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
Results of Operations
Three Months Ended March 31, 20232024 Compared to the Three Months Ended March 31, 20222023
Net Revenue
Net revenue for the three months ended March 31, 20232024 increased to $1,116.9$1,197.0 million from $864.5$1,116.9 million for the three months ended March 31, 2022,2023, an increase of $252.4$80.1 million or 29%7% (a 31%7% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
Three Months Ended
March 31,
% ChangeConstant Currency*
20232022
Three Months Ended
March 31,
Three Months Ended
March 31,
% ChangeConstant Currency*
2024
U.S., Canada and Latin America
U.S., Canada and Latin America
U.S., Canada and Latin AmericaU.S., Canada and Latin America      
DevicesDevices$372,071 $250,768 48 %
Devices
Devices
Masks and other
Masks and other
Masks and otherMasks and other257,070 224,665 14 
Total U.S., Canada and Latin AmericaTotal U.S., Canada and Latin America$629,141 $475,433 32 
Total U.S., Canada and Latin America
Total U.S., Canada and Latin America
Combined Europe, Asia and other marketsCombined Europe, Asia and other markets
Combined Europe, Asia and other markets
Combined Europe, Asia and other markets
Devices
Devices
DevicesDevices$235,818 $182,307 29 %36 %$238,919 $$235,818 %%
Masks and otherMasks and other115,157 105,618 15 
Total Combined Europe, Asia and other marketsTotal Combined Europe, Asia and other markets$350,975 $287,925 22 28 
Global revenueGlobal revenue
Total DevicesTotal Devices$607,889 $433,075 40 %43 %
Total Devices
Total Devices$638,200 $607,889 %%
Total Masks and otherTotal Masks and other372,227 330,283 13 15 
Total Sleep and Respiratory CareTotal Sleep and Respiratory Care$980,116 $763,358 28 31 
Software as a ServiceSoftware as a Service136,782 101,142 35 
Software as a Service
Software as a Service
TotalTotal$1,116,898 $864,500 29 31 
*Constant currency numbers exclude the impact of movements in international currencies.
Sleep and Respiratory Care
Net revenue from our Sleep and Respiratory Care business for the three months ended March 31, 20232024 was $980.1$1,049.0 million, an increase of 28%7% compared to net revenue for the three months ended March 31, 2022.2023. Movements in international currencies against the U.S. dollar negativelypositively impacted net revenue by approximately $19.6$0.4 million for the three months ended March 31, 2023.2024. Excluding the impact of currency movements, total Sleep and Respiratory Care net revenue for the three months ended March 31, 20232024 increased by 31%7% compared to the three months ended March 31, 2022.2023. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand as well as reduced competitive supply. The increase in masks was primarily due to an increase inand unit sales.
Net revenue from our Sleep and Respiratory Care business in the U.S., Canada and Latin America for the three months ended March 31, 20232024 increased to $629.1$687.5 million from $475.4$629.1 million for the three months ended March 31, 2022,2023, an increase of $153.7$58.3 million or 32%9%. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand as well as reduced competitive supply. The increase in masks was primarily due to an increase inand unit sales.
Net revenue in combined Europe, Asia and other markets increased for the three months ended March 31, 20232024 to $351.0$361.6 million from $287.9$351.0 million for the three months ended March 31, 2022,2023, an increase of $63.1$10.6 million or 22%3% (a 28%3% increase on a constant currency basis). The constant currency increase in device and mask sales in combined Europe, Asia and other was primarily attributable to increased demand as well as reduced competitive supply. The increase in masks was primarily due to an increase inand unit sales.
2526

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net revenue from devices for the three months ended March 31, 20232024 increased to $607.9$638.2 million from $433.1$607.9 million for the three months ended March 31, 2022,2023, an increase of $174.8$30.3 million or 40%5%, including an increase of 48%7% in the U.S., Canada and Latin America and an increase of 29%1% in combined Europe, Asia and other markets (a 36%1% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the three months ended March 31, 20232024 increased by 43%5%.
Net revenue from masks and other for the three months ended March 31, 20232024 increased to $372.2$410.8 million from $330.3$372.2 million for the three months ended March 31, 2022,2023, an increase of $41.9$38.6 million or 13%10%, including an increase of 14%12% in the U.S., Canada and Latin America and an increase of 9%6% in combined Europe, Asia and other markets (a 15%6% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales for the three months ended March 31, 20232024 increased by 15%10%.
Software as a Service
Net revenue from our SaaS business for the three months ended March 31, 20232024 increased to $136.8$148.0 million from $101.1$136.8 million for the three months ended March 31, 2022,2023, an increase of $35.6$11.2 million or 35%8% (an 8% increase on a constant currency basis). The increase was predominantly due to continued growth in the HME and MEDIFOX DAN verticals within our SaaS business.
Nine Months Ended March 31, 2024 Compared to the Nine Months Ended March 31, 2023
Net Revenue
Net revenue for the nine months ended March 31, 2024 increased to $3,462.1 million from $3,100.9 million for the nine months ended March 31, 2023, an increase of $361.2 million or 12% (a 11% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
Nine Months Ended
March 31,
% ChangeConstant Currency*
20242023
U.S., Canada and Latin America
Devices$1,116,513 $1,057,141 %
Masks and other878,647 765,364 15 
Total U.S., Canada and Latin America$1,995,160 $1,822,505 
Combined Europe, Asia and other markets
Devices$692,411 $611,123 13 %11 %
Masks and other342,344 307,913 11 
Total Combined Europe, Asia and other markets$1,034,755 $919,036 13 10 
Global revenue
Total Devices$1,808,924 $1,668,264 %%
Total Masks and other1,220,991 1,073,277 14 13 
Total Sleep and Respiratory Care$3,029,915 $2,741,541 11 10 
Software as a Service432,187 359,395 20 20 
Total$3,462,102 $3,100,936 12 11 
Sleep and Respiratory Care
Net revenue from our Sleep and Respiratory Care business for the nine months ended March 31, 2024 was $3,029.9 million, an increase of 11% compared to net revenue for the nine months ended March 31, 2023. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $19.8 million for the nine months ended March 31, 2024. Excluding the impact of currency movements, total Sleep and Respiratory Care net revenue for the nine months ended March 31, 2024 increased by 10% compared to the nine months ended March 31, 2023. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.
27

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net revenue from our Sleep and Respiratory Care business in the U.S., Canada and Latin America for the nine months ended March 31, 2024 increased to $1,995.2 million from $1,822.5 million for the nine months ended March 31, 2023, an increase of $172.7 million or 9%. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.
Net revenue in combined Europe, Asia and other markets increased for the nine months ended March 31, 2024 to $1,034.8 million from $919.0 million for the nine months ended March 31, 2023, an increase of $115.7 million or 13% (a 10% increase on a constant currency basis). The constant currency increase in device and mask sales in combined Europe, Asia and other markets was primarily attributable to increased demand and unit sales.
Net revenue from devices for the nine months ended March 31, 2024 increased to $1,808.9 million from $1,668.3 million for the nine months ended March 31, 2023, an increase of $140.7 million or 8%, including an increase of 6% in the U.S., Canada and Latin America and an increase of 13% in combined Europe, Asia and other markets (an 11% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the nine months ended March 31, 2024 increased by 8%.
Net revenue from masks and other for the nine months ended March 31, 2024 increased to $1,221.0 million from $1,073.3 million for the nine months ended March 31, 2023, an increase of $147.7 million or 14%, including an increase of 15% in the U.S., Canada and Latin America and an increase of 11% in combined Europe, Asia and other markets (an 8% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales increased by 13%, compared to the nine months ended March 31, 2023.
Software as a Service
Net revenue from our SaaS business for the nine months ended March 31, 2024 increased to $432.2 million from $359.4 million for the nine months ended March 31, 2023, an increase of $72.8 million or 20% (a 20% increase on a constant currency basis). The increase was predominantly due to our recent acquisition of MEDIFOX DAN, which was acquired on November 21, 2022. Excluding the MEDIFOX DAN acquisition, SaaS revenue increased 9% and was driven by continued growth in the HME vertical within our SaaS business.
Nine Months Ended March 31, 2023 Compared to the Nine Months Ended March 31, 2022
Net Revenue
Net revenue for the nine months ended March 31, 2023 increased to $3,100.9 million from $2,663.4 million for the nine months ended March 31, 2022, an increase of $437.5 million or 16% (a 20% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
Nine Months Ended
March 31,
% ChangeConstant Currency*
20232022
U.S., Canada and Latin America
Devices$1,057,141 $771,475 37 %
Masks and other765,364 681,803 12 
Total U.S., Canada and Latin America$1,822,505 $1,453,278 25 
Combined Europe, Asia and other markets
Devices$611,123 $608,268 Nil%%
Masks and other307,913 304,151 12 
Total Combined Europe, Asia and other markets$919,036 $912,419 10 
Global revenue
Total Devices$1,668,264 $1,379,743 21 %25 %
Total Masks and other1,073,277 985,954 12 
Total Sleep and Respiratory Care$2,741,541 $2,365,697 16 20 
Software as a Service359,395 297,693 21 
Total$3,100,936 $2,663,390 16 20 
Sleep and Respiratory Care
Net revenue from our Sleep and Respiratory Care business for the nine months ended March 31, 2023 was $2,741.5 million, an increase of 16% compared to net revenue for the nine months ended March 31, 2022. Movements in international currencies against the U.S. dollar negatively impacted net revenue by approximately $92.5 million for the nine months ended March 31, 2023. Excluding the impact of currency movements, total Sleep and Respiratory Care net revenue for the nine months ended March 31, 2023 increased by 20% compared to the nine months ended March 31, 2022. The increase in net revenue associated with our devices was primarily attributable to increased demand, reduced
26

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
competitive supply, and incremental sales of the C2C devices. The increase in masks was primarily due to an increase in unit sales.
Net revenue from our Sleep and Respiratory Care business in the U.S., Canada and Latin America for the nine months ended March 31, 2023 increased to $1,822.5 million from $1,453.3 million for the nine months ended March 31, 2022, an increase of $369.2 million or 25%. The increase in net revenue associated with our devices was primarily attributable to increased demand, reduced competitive supply, and incremental sales of the C2C devices. The increase in masks was primarily due to an increase in unit sales.
Net revenue in combined Europe, Asia and other markets increased for the nine months ended March 31, 2023 to $919.0 million from $912.4 million for the nine months ended March 31, 2022, an increase of $6.6 million or 1% (a 10% increase on a constant currency basis). The constant currency increase in device sales in combined Europe, Asia and other was primarily attributable to increased demand as well as reduced competitive supply. The increase in masks was primarily due to an increase in unit sales.
Net revenue from devices for the nine months ended March 31, 2023 increased to $1,668.3 million from $1,379.7 million for the nine months ended March 31, 2022, an increase of $288.5 million or 21%, including an increase of 37% in the U.S., Canada and Latin America and consistent sales in combined Europe, Asia and other markets (a 9% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the nine months ended March 31, 2023 increased by 25%.
Net revenue from masks and other for the nine months ended March 31, 2023 increased to $1,073.3 million from $986.0 million for the nine months ended March 31, 2022, an increase of $87.3 million or 9%, including an increase of 12% in the U.S., Canada and Latin America and an increase of 1% in combined Europe, Asia and other markets (a 12% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales increased by 12%, compared to the nine months ended March 31, 2022.
Software as a Service
Net revenue from our SaaS business for the nine months ended March 31, 2023 increased to $359.4 million from $297.7 million for the nine months ended March 31, 2022, an increase of $61.7 million or 21%. The increase was predominantly due to our recent acquisition of MEDIFOX DAN, which was acquired on November 21, 2022. Excluding the MEDIFOX DAN acquisition, SaaS revenue increased 8% and was driven by continued growth in the HME vertical within our SaaS business.
Gross Profit and Gross Margin
Gross profit increased for the three months ended March 31, 20232024 to $617.8$692.8 million from $491.2$617.8 million for the three months ended March 31, 2022,2023, an increase of $126.6$75.0 million or 26%12%. Gross margin, which is gross profit as a percentage of net revenue, for the three months ended March 31, 20232024 was 55.3%57.9% compared to 56.8%55.3% for the three months ended March 31, 2022.2023.
The decreaseincrease in gross margin for the three months ended March 31, 20232024 compared to the three months ended March 31, 20222023 was due primarily to unfavorable product mix, higher component costs,reductions in freight, and higher warehouse related costs, partially offset by increases in average selling prices and a decrease in the amortization of acquired intangible assets.manufacturing cost improvements.
Gross profit increased for the nine months ended March 31, 20232024 to $1,738.3$1,939.8 million from $1,501.8$1,738.3 million for the nine months ended March 31, 2022,2023, an increase of $236.5$201.5 million or 16%12%. Gross margin for the nine months ended March 31, 20232024 was 56.1%56.0% compared to 56.4%56.1% for the nine months ended March 31, 2022.2023.
The decrease in gross margin for the nine months ended March 31, 20232024 compared to the nine months ended March 31, 20222023 was due primarily to unfavorable product mix, higher component costs, higher warehouse related costs,$14.3 million of combined expenses associated with the field safety notifications for masks with magnets and unfavorable foreign currency movements, partially offset by increasesAstral devices, in average selling prices and a decreaseaddition to an increase in the amortization of acquired intangible assets.assets, partially offset by a favorable impact from our SaaS business and reduced freight, and manufacturing cost improvements. The masks with magnets field safety notification expenses relate to estimated costs to provide alternative masks to patients in response to updated contraindications for use of masks that incorporate magnets. The Astral field safety notification expenses relate to estimated costs associated with the replacement of a certain component in some of our Astral ventilation devices that were manufactured between 2013 to 2019.
2728

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Expenses
The following table summarizes our operating expenses (in thousands):
Three Months Ended
March 31,
Change% ChangeConstant Currency
20232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Change% ChangeConstant Currency
2024
Selling, general, and administrative
Selling, general, and administrative
Selling, general, and administrativeSelling, general, and administrative$228,457 $182,401 $46,056 25 %28 %$229,919 $$228,457 $$1,462 %%
as a % of net revenueas a % of net revenue20.5 %21.1 %
Research and developmentResearch and development76,436 66,801 9,635 14 %16 %
Research and development
Research and development77,074 76,436 638 %%
as a % of net revenueas a % of net revenue6.8 %7.7 %
Amortization of acquired intangible assetsAmortization of acquired intangible assets12,188 7,730 4,458 58 %56 %
Amortization of acquired intangible assets
Amortization of acquired intangible assets11,204 12,188 (984)(8)%(8)%
Nine Months Ended
March 31,
Change% ChangeConstant Currency
20232022
Nine Months Ended
March 31,
Nine Months Ended
March 31,
Change% ChangeConstant Currency
2024
Selling, general, and administrative
Selling, general, and administrative
Selling, general, and administrativeSelling, general, and administrative$633,317 $544,483 $88,834 16 %21 %$674,948 $$633,317 $$41,631 %%
as a % of net revenueas a % of net revenue20.4 %20.4 %
Research and developmentResearch and development209,498 189,258 20,240 11 %13 %
Research and development
Research and development226,664 209,498 17,166 %%
as a % of net revenueas a % of net revenue6.8 %7.1 %
Amortization of acquired intangible assetsAmortization of acquired intangible assets29,701 23,175 6,526 28 %28 %
Amortization of acquired intangible assets
Amortization of acquired intangible assets35,259 29,701 5,558 19 %19 %
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses increased for the three months ended March 31, 20232024 to $228.5$229.9 million from $182.4$228.5 million for the three months ended March 31, 2022,2023, an increase of $46.1$1.5 million or 25%1%. Selling, general, and administrative expenses were favorably impacted by the movement of international currencies against the U.S. dollar, which decreased our expenses by approximately $5.5$0.8 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the three months ended March 31, 20232024 increased by 28%1% compared to the three months ended March 31, 2022.2023. As a percentage of net revenue, selling, general, and administrative expenses were 19.2% for the three months ended March 31, 2024, compared to 20.5% for the three months ended March 31, 2023, compared to 21.1% for the three months ended March 31, 2022.2023.
The constant currency increase in selling, general, and administrative expenses during the three months ended March 31, 20232024 compared to the three months ended March 31, 2022 was primarily due to increases in2023 reflects the impact of reduced employee-related costs increases in travel and entertainment expenses, and additional expenses associated with restructuring initiatives implemented during the consolidationthree months ended December 31, 2023, partially offset by operating lease right-of-use asset impairments of recent acquisitions.$2.0 million related to leases for office space during the three months ended March 31, 2023.
Selling, general, and administrative expenses increased for the nine months ended March 31, 20232024 to $633.3$674.9 million from $544.5$633.3 million for the nine months ended March 31, 2022,2023, an increase of $88.8$41.6 million or 16%7%. Selling, general, and administrative expenses were favorablyunfavorably impacted by the movement of international currencies against the U.S. dollar, which decreasedincreased our expenses by approximately $25.7$3.9 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the nine months ended March 31, 20232024 increased by 21%6% compared to the nine months ended March 31, 2022.2023. As a percentage of net revenue, selling, general, and administrative expenses were 20.4%19.5% for the nine months ended March 31, 2023,2024, compared to 20.4% for the nine months ended March 31, 2022.2023.
The constant currency increase in selling, general, and administrative expenses during the nine months ended March 31, 20232024 compared to the nine months ended March 31, 20222023 was primarily due to increases in employee-related costs increases in travel and entertainment expenses, and additional expenses associated with the consolidation of recent acquisitions.
Research and Development Expenses
Research and development expenses increased for the three months ended March 31, 20232024 to $76.4$77.1 million from $66.8$76.4 million for the three months ended March 31, 2022,2023, an increase of $9.6$0.6 million, or 14%1%. Research and development expenses were favorablynot significantly impacted by foreign currency movements for the movement of international currencies against the U.S. dollar, which decreasedthree months ended March 31, 2024, as
2829

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
our expenses by approximately $1.2 million for the three months ended March 31, 2023, as reported in U.S. dollars. Excluding the impact of foreign currency movements, research and development expenses increased by 16% compared to the three months ended March 31, 2022. As a percentage of net revenue, research and development expenses were 6.4% for the three months ended March 31, 2024 compared to 6.8% for the three months ended March 31, 2023 compared to 7.7% for the three months ended March 31, 2022.2023.
The increase in research and development expenses in constant currency terms was primarily due to increased investment in our digital health technologies and SaaS solutions as well as additional expenses associated with the consolidation of recent acquisitions.solutions.
Research and development expenses increased for the nine months ended March 31, 20232024 to $209.5$226.7 million from $189.3$209.5 million for the nine months ended March 31, 2022,2023, an increase of $20.2$17.2 million, or 11%8%. Research and development expenses were favorably impacted by the movement of international currencies against the U.S. dollar, which decreased our expenses by approximately $5.0$1.2 million for the nine months ended March 31, 2023,2024, as reported in U.S. dollars. Excluding the impact of foreign currency movements, research and development expenses increased by 13%9% compared to the nine months ended March 31, 2022.2023. As a percentage of net revenue, research and development expenses were 6.5% for the nine months ended March 31, 2024, compared to 6.8% for the nine months ended March 31, 2023, compared to 7.1% for the nine months ended March 31, 2022.2023.
The increase in research and development expenses in constant currency terms was primarily due to increased investment in our digital health technologies and SaaS solutions as well as additional expenses associated with the consolidation of recent acquisitions.
Amortization of Acquired Intangible Assets
Amortization of acquired intangible assets for the three months ended March 31, 20232024 totaled $12.2$11.2 million compared to $7.7$12.2 million for the three months ended March 31, 2022.2023.
Amortization of acquired intangible assets for the nine months ended March 31, 2024 totaled $35.3 million compared to $29.7 million for the nine months ended March 31, 2023. The increase in amortization expense was primarily attributable to our acquisition of MEDIFOX DAN.
AmortizationRestructuring Expenses
We did not record any restructuring expenses during the three months ended March 31, 2024. During the nine months ended March 31, 2024, we recorded $64.2 million of acquired intangible assetsrestructuring related charges associated with an evaluation of our existing operations to increase operational efficiency, decrease costs and increase profitability. Restructuring charges for the nine months ended March 31, 2023 totaled $29.72024 were comprised of $28.6 million compared to $23.2of employee severance and other one-time termination benefits, $33.2 million forof intangible asset impairments associated with the nine months endedwind down of certain business activities, and $2.4 million of other miscellaneous asset impairments. The restructuring was substantially complete at March 31, 2022. The increase in amortization expense was primarily attributable to our acquisition of MEDIFOX DAN.2024.
Total Other Income (Loss), Net
The following table summarizes our other income (loss) (in thousands):
Three Months Ended
March 31,
20232022Change
Interest (expense) income, net$(14,964)$(5,462)$(9,502)
Loss attributable to equity method investments(183)(2,627)2,444 
Gain (loss) on equity investments6,418 (1,735)8,153 
Other, net(2,564)1,878 (4,442)
Total other income (loss), net$(11,293)$(7,946)$(3,347)
Six Months Ended
December 31,
20222021Change
Interest (expense) income, net$(32,436)$(16,770)$(15,666)
Loss attributable to equity method investments(5,037)(5,927)890 
Gain (loss) on equity investments11,506 (527)12,033 
Other, net(5,773)729 (6,502)
Total other income (loss), net$(31,740)$(22,495)$(9,245)
Total other income (loss), net for the three months ended March 31, 2023 was a loss of $11.3 million compared to a loss of $7.9 million for the three months ended March 31, 2022. Interest expense, net, increased to $15.0 million for the three months ended March 31, 2023 compared to $5.5 million for the three months ended March 31, 2022 due to higher debt levels associated with the acquisition of MEDIFOX DAN, which was funded by our Revolving Credit Agreement.
Three Months Ended
March 31,
20242023Change
Interest (expense) income, net$(11,026)$(14,964)$3,938 
Gain (loss) attributable to equity method investments440 (183)623 
Gain on equity investments13,919 6,418 7,501 
Other, net(2,496)(2,564)68 
Total other income (loss), net$837 $(11,293)$12,130 
2930

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Increases in interest
Nine Months Ended
March 31,
20242023Change
Interest (expense) income, net$(39,787)$(32,436)$(7,351)
Loss attributable to equity method investments(2,716)(5,037)2,321 
Gain on equity investments11,429 11,506 (77)
Other, net(537)(5,773)5,236 
Total other income (loss), net$(31,611)$(31,740)$129 
Total other income (loss), net for the three months ended March 31, 2024 was income of $0.8 million compared to a loss of $11.3 million for the three months ended March 31, 2023. Interest expense, net, were partially offset bydecreased to $11.0 million for the three months ended March 31, 2024 compared to $15.0 million for the three months ended March 31, 2023 due to lower debt levels following repayments on our Revolving Credit Facility. In addition, we recorded gains associated with our investments in marketable and non-marketable equity securities which wereof $13.9 million for the three months ended March 31, 2024 compared to a gain of $6.4 million for the three months ended March 31, 2023 compared to a loss of $1.7 million for the three months ended March 31, 2022. In addition, we2023. We also recorded lower lossesgains attributable to equity method investments for the three months ended March 31, 20232024 of $0.2$0.4 million compared to $2.6losses of $0.2 million for the three months ended March 31, 2022.2023.
Total other income (loss), net for the nine months ended March 31, 20232024 was a loss of $31.7$31.6 million compared to a loss of $22.5$31.7 million for the nine months ended March 31, 2022.2023. Interest expense, net, increased to $39.8 million for the nine months ended March 31, 2024 compared to $32.4 million for the nine months ended March 31, 2023 compared to $16.8 million for the nine months ended March 31, 2022 due to higher debt levels associated with the acquisition of MEDIFOX DAN, which was funded by our Revolving Credit Agreement. Increases in interest expense, net, were partially offset by gainsFacility. In addition, we recorded a lower gain associated with our investments in marketable and non-marketable equity securities which wereof $11.4 million for the nine months ended March 31, 2024 compared to a gain of $11.5 million for the nine months ended March 31, 20232023. Increases in interest expense, net, and lower gains attributable to investments in marketable and non-marketable equity securities were partially offset by lower foreign exchange net losses for the nine months ended March 31, 2024 of $1.3 million compared to a lossforeign exchange net losses of $0.5$6.1 million for the nine months ended March 31, 2022.2023, which are presented in other, net. In addition, we recorded lower losses attributable to equity method investments for the nine months ended March 31, 20232024 of $5.0$2.7 million compared to $5.9$5.0 million for the nine months ended March 31, 2022.2023.
Income Taxes
Our effective income tax rate for the three and nine months ended March 31, 20232024 was 20.0% and 19.7%, respectively, as compared to 19.7% and 19.0% as compared to 20.9% and 19.1% for the three and nine months ended March 31, 2022.2023, respectively. Our effective rate of 19.7%20.0% for the three months ended March 31, 20232024 differs from the statutory rate of 21.0% primarily due to research credits and foreign operations and windfall tax benefits related to the vesting or settlement of employee share-based awards.operations. The decreaseincrease in our effective tax rate for the three and nine months ended March 31, 20232024 was primarily due to a shift in the geographicour global mix of earnings.earnings and lower tax deductions in the current year associated with the vesting or settlement of employee share-based awards.
Our Singapore operations operate under certain tax holidays and tax incentive programs that will expire in whole or in part at various dates through June 30, 2030. As a result of the U.S. Tax Cuts and Jobs Act of 2017, we treated all non-U.S. historical earnings as taxable during the year ended June 30, 2018. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax, if repatriated.
On September 19, 2021, we concluded the settlement agreement with the Australian Taxation Office (“ATO") in relation to the previously disclosed transfer pricing dispute for the tax years 2009 through 2018 (“ATO settlement”). The ATO settlement fully resolved the dispute for all prior years, with no admission of liability and provides clarity in relation to certain future taxation principles.
On September 28, 2021, we remitted final payment to the ATO of $284.8 million, consisting of the agreed settlement amount of $381.7 million less prior remittances made to the ATO of $96.9 million.
Net Income and Earnings per Share
As a result of the factors above, our net income for the three months ended March 31, 20232024 was $232.5$300.5 million compared to $179.0$232.5 million for the three months ended March 31, 2022,2023, an increase of $53.5$68.0 million, or 30%. Our net income for the nine months ended March 31, 2023 was $667.9 million compared to $584.4 million for the nine months ended March 31, 2022, an increase of $83.5 million, or 14%29%.
Our diluted earnings per share for the three months ended March 31, 20232024 was $1.58$2.04 per diluted share compared to $1.22$1.58 for the three months ended March 31, 2022,2023, an increase of 30%. Our diluted earnings per share for the nine months ended March 31, 2023 was $4.53 per diluted share compared to $3.97 for the nine months ended March 31, 2022, an increase of 14%29%.
Summary of Non-GAAP Financial Measures
In addition to financial information prepared in accordance with GAAP, our management uses certain non-GAAP financial measures, such as non-GAAP revenue, non-GAAP cost of sales, non-GAAP gross profit, non-GAAP gross margin, non-GAAPnon-
31

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
GAAP income from operations, non-GAAP net income, and non-GAAP diluted earnings per share, in evaluating the performance of our business. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide investors better insight when evaluating our performance from core operations and can provide more consistent financial reporting across periods. For these reasons, we use non-GAAP information internally
30

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
in planning, forecasting, and evaluating the results of operations in the current period and in comparing it to past periods. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.
The measure “non-GAAP cost of sales” is equal to GAAP cost of sales less amortization of acquired intangible assets relating to cost of sales.sales and field safety notification expenses. The masks with magnets field safety notification expenses relate to estimated costs to provide alternative masks to patients in response to updated contraindications for use of masks that incorporate magnets. The Astral field safety notification expenses relate to estimated costs associated with the replacement of a certain component in some of our Astral ventilation devices that were manufactured between 2013 to 2019. The measure “non-GAAP gross profit” is the difference between GAAP net revenue and non-GAAP cost of sales, and “non-GAAP gross margin” is the ratio of non-GAAP gross profit to GAAP net revenue.
These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except percentages):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
20242024202320242023
GAAP Net revenueGAAP Net revenue$1,116,898 $864,500 $3,100,936 $2,663,390 
GAAP Cost of salesGAAP Cost of sales$499,146 $373,303 $1,362,661 $1,161,585 
GAAP Cost of sales
GAAP Cost of sales
Less: Amortization of acquired intangibles
Less: Amortization of acquired intangibles
(8,322)(10,982)(22,001)(33,271)
Less: Masks with magnets field safety notification expenses
Less: Masks with magnets field safety notification expenses
Less: Masks with magnets field safety notification expenses
Less: Astral field safety notification expenses
Non-GAAP cost of salesNon-GAAP cost of sales$490,824 $362,321 $1,340,660 $1,128,314 
GAAP gross profit
GAAP gross profit
GAAP gross profitGAAP gross profit$617,752 $491,197 $1,738,275 $1,501,805 
GAAP gross marginGAAP gross margin55.3 %56.8 %56.1 %56.4 %GAAP gross margin57.9 %55.3 %56.0 %56.1 %
Non-GAAP gross profitNon-GAAP gross profit$626,074 $502,179 $1,760,276 $1,535,076 
Non-GAAP gross marginNon-GAAP gross margin56.1 %58.1 %56.8 %57.6 %Non-GAAP gross margin58.5 %56.1 %57.2 %56.8 %
The measure “non-GAAP income from operations” is equal to GAAP income from operations once adjusted for amortization of acquired intangibles, restructuring expenses, field safety notification expenses, and acquisition-related expenses. Non-GAAP income from operations is reconciled with GAAP income from operations below (in thousands):
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022
GAAP income from operations$300,671 $234,265 $856,602 $744,889 
Amortization of acquired intangibles - cost of sales8,322 10,982 22,001 33,271 
Amortization of acquired intangibles - operating expenses12,188 7,730 29,701 23,175 
Acquisition-related expenses— — 9,157 — 
Non-GAAP income from operations$321,181 $252,977 $917,461 $801,335 
The measure “non-GAAP net income” is equal to GAAP net income once adjusted for amortization of acquired intangibles (net of tax), acquisition related expenses (net of tax) and reserve for disputed tax positions. The measure “non-GAAP diluted earnings per share” is the ratio of non-GAAP net income to diluted shares outstanding. These non-GAAP measures
Three Months Ended
March 31,
Nine Months Ended
March 31,
2024202320242023
GAAP income from operations$374,584 $300,671 $938,677 $856,602 
Amortization of acquired intangibles - cost of sales7,812 8,322 24,976 22,001 
Amortization of acquired intangibles - operating expenses11,204 12,188 35,259 29,701 
Restructuring expenses— — 64,228 — 
Masks with magnets field safety notification expenses— — 6,351 — 
Astral field safety notification expenses— — 7,911 — 
Acquisition-related expenses— — 483 9,157 
Non-GAAP income from operations$393,600 $321,181 $1,077,885 $917,461 
3132

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The measure “non-GAAP net income” is equal to GAAP net income once adjusted for amortization of acquired intangibles, restructuring expenses, field safety notification expenses, acquisition related expenses, and associated tax effects. The measure “non-GAAP diluted earnings per share” is the ratio of non-GAAP net income to diluted shares outstanding. These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except for per share amounts):
Three Months Ended
March 31,
Nine Months Ended
March 31,
Three Months Ended
March 31,
Nine Months Ended
March 31,
2023202220232022 2024202320242023
GAAP net incomeGAAP net income$232,500 $179,012 $667,892 $584,376 
Amortization of acquired intangibles - cost of sales, net of tax6,207 8,374 16,531 25,373 
Amortization of acquired intangibles - operating expenses, net of tax9,090 5,894 22,317 17,673 
Acquisition related expenses, net of tax— — 7,527 — 
Reserve for disputed tax positions— — — 4,111 
Amortization of acquired intangibles - cost of sales
Amortization of acquired intangibles - operating expenses
Restructuring expenses
Restructuring expenses
Restructuring expenses
Masks with magnets field safety notification expenses
Astral field safety notification expenses
Astral field safety notification expenses
Astral field safety notification expenses
Acquisition related expenses
Income tax effect on non-GAAP adjustments
Non-GAAP net incomeNon-GAAP net income$247,797 $193,280 $714,267 $631,533 
Diluted shares outstandingDiluted shares outstanding147,395 146,962 147,400 147,034 
GAAP diluted earnings per shareGAAP diluted earnings per share$1.58 $1.22 $4.53 $3.97 
Non-GAAP diluted earnings per shareNon-GAAP diluted earnings per share$1.68 $1.32 $4.85 $4.30 
Liquidity and Capital Resources
Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations and access to our revolving credit facility. Our primary uses of cash have been for research and development activities, selling and marketing activities, capital expenditures, strategic acquisitions and investments, dividend payments, share repurchases and repayment of debt obligations. We expect that cash provided by operating activities may fluctuate in future periods as a result of several factors, including fluctuations in our operating results, which include impacts from supply chain disruptions, working capital requirements and capital deployment decisions.
Our future capital requirements will depend on many factors including our growth rate in net revenue, third-party reimbursement of our products for our customers, the timing and extent of spending to support research development efforts, the expansion of selling, general and administrative activities, the timing of introductions of new products, and the expenditures associated with possible future acquisitions, investments or other business combination transactions. As we assess inorganic growth strategies, we may need to supplement our internally generated cash flow with outside sources. If 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 considering those earning levels.
As of March 31, 20232024 and June 30, 2022,2023, we had cash and cash equivalents of $227.9$237.9 million and $273.7$227.9 million, respectively. Our cash and cash equivalents held within the United States at March 31, 20232024 and June 30, 20222023 were $45.2$55.8 million and $70.0$49.3 million, respectively. Our remaining cash and cash equivalent balances at March 31, 20232024 and June 30, 2022,2023, were $182.7$182.1 million and $203.7$178.6 million, respectively. Our cash and cash equivalent balances are held at highly rated financial institutions.
As of March 31, 2023,2024, we had $605.0$1,175.0 million available for draw down under the revolverrevolving credit facility and a combined total of $832.9$1,412.9 million in cash and available liquidity under the revolving credit facility.
As a result of the U.S. Tax Cuts and Jobs Act of 2017, we treated all non-U.S. historical earnings as taxable, during the year ended June 30, 2018, which resulted in additional tax expense of $126.9 million which was payable over the proceeding eight years. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax if repatriated.
33

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We believe that our current sources of liquidity will be sufficient to fund our operations, including expected capital expenditures, for the next 12 months and beyond.
Revolving Credit Agreement, Term Credit Agreement and Senior Notes
On June 29, 2022, we entered into a second amended and restated credit agreement (as amended from time to time, the “Revolving Credit Agreement”). The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit facility of $1,500.0 million, with an uncommitted option to increase the revolving credit facility by an
32

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
additional amount equal to the greater of $1,000.0 million or 1.00 times the EBITDA for the trailing twelve-month measurement period. Additionally, on June 29, 2022, ResMed Pty Limited entered into a Second Amendment to the Syndicated Facility Agreement (the “Term Credit Agreement”). The Term Credit Agreement, among other things, provides ResMed Pty Limited a senior unsecured term credit facility of $200.0 million. The Revolving Credit Agreement and Term Credit Agreement each terminate on June 29, 2027, when all unpaid principal and interest under the loans must be repaid. As of March 31, 2023,2024, we had $605.0$1,175.0 million available for draw down under the revolving credit facility.
On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $250.0 million principal amount of our 3.24% senior notes due July 10, 2026, and $250.0 million principal amount of our 3.45% senior notes due July 10, 2029 (“Senior Notes”).
On March 31, 2023,2024, there was a total of $1,590.0$1,010.0 million outstanding under the Revolving Credit Agreement, Term Credit Agreement and Senior Notes.Notes and we were in compliance with our debt covenants. We expect to satisfy all of our liquidity and long-term debt requirements through a combination of cash on hand, cash generated from operations and debt facilities.
Cash Flow Summary
The following table summarizes our cash flow activity (in thousands):
Nine Months Ended
March 31,
Nine Months Ended
March 31,
20222021 20242023
Net cash provided by operating activitiesNet cash provided by operating activities$455,863 $271,661 
Net cash used in investing activitiesNet cash used in investing activities(1,113,322)(174,677)
Net cash (used in) / provided by financing activities611,465 (185,862)
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cashEffect of exchange rate changes on cash178 (4,631)
Net decrease in cash and cash equivalentsNet decrease in cash and cash equivalents$(45,816)$(93,509)
Operating Activities
Cash provided by operating activities was $961.1 million for the nine months ended March 31, 2024, compared to cash provided of $455.9 million for the nine months ended March 31, 2023, compared to cash provided of $271.7 million for the nine months ended March 31, 2022.2023. The $184.2$505.3 million increase in cash flow from operations was primarily due to the payment of our tax settlement with the ATO of $284.8 millionlower cash outflows on inventory purchases during the nine months ended March 31, 2022, partially offset by increased purchases of inventory to secure adequate components for increasing sales demand and other net changes in working capital balances during the nine months ended March 31, 20232024 compared to the nine months ended March 31, 2022.2023.
Investing Activities
Cash used in investing activities was $223.3 million for the nine months ended March 31, 2024, compared to cash used of $1,113.3 million for the nine months ended March 31, 2023, compared to cash used of $174.7 million for the nine months ended March 31, 2022.2023. The $938.6$890.0 million decrease in cash flow fromused in investing activities was primarily due to cash used to acquire MEDIFOX DAN.DAN during the nine months ended March 31, 2023, partially offset by cash used to acquire Somnoware during the nine months ended March 31, 2024.
Financing Activities
Cash provided byused in financing activities was $726.0 million for the nine months ended March 31, 2024, compared to cash provided of $611.5 million for the nine months ended March 31, 2023, compared to cash used of $185.9 million for the nine months ended March 31, 2022.2023. The $797.3$1,337.5 million increase in cash flow fromused in financing activities was primarily due to borrowing activity under our Revolving Credit Agreement in order to finance our acquisition of MEDIFOX DAN.
Dividends
DuringDAN during the threenine months ended March 31, 2023 we paid cash dividends of $0.44 per common share totaling $64.6 million. On April 27, 2023, our board of directors declared a cash dividend of $0.44 per common share, to be paid on June 15, 2023, to shareholders of record as ofand subsequent repayments during the close of business on May 11, 2023. Future dividends are subject to approval by our board of directors.nine months ended March 31, 2024.
3334

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Dividends
During the three months ended March 31, 2024, we paid cash dividends of $0.48 per common share totaling $70.5 million. On April 25, 2024, our board of directors declared a cash dividend of $0.48 per common share, to be paid on June 13, 2024, to shareholders of record as of the close of business on May 9, 2024. Future dividends are subject to approval by our board of directors.
Common Stock
Since the inceptionOn February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20.0 million shares of our common stock. Since approval of the share repurchase programs andprogram in 2014 through March 31, 2023,2024, we have repurchased a total of 41.87.7 million shares under this repurchase program for an aggregate of $1.6 billion. We have temporarily suspended our share repurchase program due to recent acquisitions and as a response to$512.7 million. During the COVID-19 pandemic. Accordingly, we did not repurchase any shares during the threenine months ended March 31, 2023 and 2022.2024, we repurchased 596,188 shares at a cost of $100.0 million. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares of common stock outstanding used in calculating earnings (loss) per share. There is no expiration date for this program, andWe are authorized to continue repurchasing shares through June 30, 2024, provided that the program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. At March 31, 2023, 12.92024, 12.3 million additional shares can be repurchasedremain available for us to repurchase under the approved share repurchase program.
Critical Accounting Principles and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, including those related to allowance for doubtful accounts, inventory reserves, warranty obligations, goodwill, potentially impaired assets, intangible assets, income taxes and contingencies.
We state these accounting policies in the notes to the financial statements and at relevant sections in this discussion and analysis. The estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions.
For a full discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.
In addition to the critical accounting policies and estimates previously disclosed in our Form 10-K for the fiscal year ended June 30, 2022, due to recent transactions and events, we also consider the following to be part of our critical accounting policies and estimates due to the high degree of judgment and complexity in its application:
Business Combinations. The MEDIFOX DAN acquisition was accounted for using the acquisition method of accounting, or acquisition accounting, in accordance with ASC Topic 805, Business Combinations. The acquisition method of accounting involved the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. This allocation process involves the use of estimates and assumptions made in connection with determining the fair value of assets acquired and liabilities assumed including cash flows expected to be derived from the use of the asset, the timing of such cash flows, the remaining useful life of assets and applicable discount rates. Acquisition accounting allows up to one year to obtain the information necessary to finalize the fair value of all assets acquired and liabilities assumed on the November 21, 2022 acquisition date. As of April 27, 2023, we have recorded a preliminary allocation of consideration to net tangible and intangible assets acquired, which is subject to revision as we obtain additional information necessary to complete the fair value studies and acquisition accounting.
In the event that actual results vary from the estimates or assumptions used in the valuation or allocation process, we may be required to record an impairment charge or an increase in depreciation or amortization in future periods, or both. Refer to Note 12, Business Combinations, to the accompanying condensed consolidated financial statements for additional information about accounting for the MEDIFOX DAN acquisition.2023.
Recently Issued Accounting Pronouncements
NoneSee note 1 to the unaudited condensed consolidated financial statements for a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial position and cash flows.
Contractual Obligations and Commitments
Other than for purchase obligations, debt, interest on debt, and    MEDIFOX DAN acquisition consideration, which was paid in full during the nine months ended March 31, 2023, there have been no material changes outside the ordinary course of business in our outstanding contractual obligations from those disclosed within “Management’s Discussion and Analysis of
34

Table of Contents
PART I – FINANCIAL INFORMATIONItem 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.2023.
Details of our purchase obligations debt and associated interest as of March 31, 20232024 were as follows:
 Payments Due by March 31,
 Total20242025202620272028Thereafter
Purchase obligations$1,430,111 $1,084,436 $339,479 $3,051 $1,321 $— $1,824 
Debt1,592,328 12,328 10,000 10,000 260,000 1,050,000 250,000 
Interest on debt345,930 79,898 79,289 78,702 72,715 23,826 11,500 
Total$3,368,369 $1,176,662 $428,768 $91,753 $334,036 $1,073,826 $263,324 

Payments Due by March 31,
Total20252026202720282029Thereafter
Purchase obligations$970,062 $758,049 $150,879 $21,023 $3,431 $1,600 $35,080 
Off-Balance Sheet Arrangements
As of March 31, 2023,2024, we are not involved in any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC.
35

Table of Contents
PART I – FINANCIAL INFORMATIONItem 3
RESMED INC. AND SUBSIDIARIES
Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Market Risk
Our reporting currency is the U.S. dollar, although the financial statements of our non-U.S. subsidiaries are maintained in their respective local currencies. We transact business in various foreign currencies, including a number of major European currencies as well as the Australian and Singapore dollars. We have significant foreign currency exposure through our Australian and Singapore manufacturing activities and our international sales operations.
Net Investment and Fair Value Hedging
On November 17, 2022, we executed foreign cross-currency swaps as net investment hedges and fair value hedges in designated hedging relationships with either the foreign denominated net asset balances or the foreign denominated intercompany loan as the hedged items. All derivatives are recorded at fair value as either an asset or liability. Cash flows associated with derivative instruments are presented in the same category on the consolidated statements of cash flows as the hedged item.
The purpose of the cross-currency swaps for the fair value hedge is to mitigate foreign currency risk associated with changes in spot rates on foreign denominated intercompany debt between USD and EUR. For these hedges, we excluded certain components from the assessment of hedge effectiveness that are not related to spot rates. For fair value hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in the same line item as the hedged item, Other, net, in the condensed consolidated statement of operations. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the statement of operations under a systematic and rational method over the life of the hedging instrument and is presented in interest (expense) income, net. Any difference between the change in the fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income.
The purpose of the cross-currency swaps for the net investment hedge is to mitigate foreign currency risk associated with changes in spot rates on the net asset balances of our foreign functional subsidiaries. For net investment hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in cumulative translation adjustment within other comprehensive loss and reclassified into earnings when the hedged net investment is either sold or substantially liquidated. The initial fair value of components excluded from the assessment of hedge effectiveness will be recognized in interest (expense) income, net.
The notional value of outstanding foreign cross-currency swaps was $1,042.2$1,035.0 million and $1,046.6 million at March 31, 2023.2024 and June 30, 2023, respectively. These contracts mature at various dates prior to December 31, 2029.
Non-Designated Hedges
We transact business in various foreign currencies, including a number of major European currencies as well as the Australian and Singapore dollars. We have foreign currency exposure through both our Australian and Singapore manufacturing activities, and international sales operations. We have established a foreign currency hedging program using purchased foreign currency call options, collars and forward contracts to hedge foreign-currency-denominated financial assets, liabilities and manufacturing cash flows. The terms of such foreign currency hedging contracts generally do not exceed three years. The purpose of this hedging program is to economically manage the financial impact of foreign currency exposures denominated mainly in Euros, and Australian and Singapore dollars. Under this program, increases or decreases in our foreign currency denominated financial assets, liabilities, and firm commitments are partially offset by gains and losses on the hedging instruments. We do not designate these foreign currency contracts as hedges. All movements in the fair value of the foreign currency instruments are recorded within other, net in our condensed consolidated statements of income.operations.
The notional value of the outstanding non-designated hedges was $1,080.9$1,409.0 million and $602.0$954.7 million at March 31, 20232024 and June 30, 2022,2023, respectively. These contracts mature at various dates prior to DecemberMarch 15, 2024.2025.
36

Table of Contents
PART I – FINANCIAL INFORMATIONItem 3
RESMED INC. AND SUBSIDIARIES
Quantitative and Qualitative Disclosures About Market Risk
Fair Values of Derivative Instruments
The table below provides information (in U.S. dollars) on our foreign currency denominated operating assets and liabilities and after considering our foreign currency hedging activities as of March 31, 20232024 (in thousands):
U.S.
Dollar
(USD)
Euro
(EUR)
Canadian
Dollar
(CAD)
Chinese
Yuan
(CNY)
U.S.
Dollar
(USD)
Euro
(EUR)
Canadian
Dollar
(CAD)
Chinese
Yuan
(CNY)
AUD Functional:AUD Functional:
Net Assets/(Liabilities)
Net Assets/(Liabilities)
Net Assets/(Liabilities)Net Assets/(Liabilities)216,665 (134,356)— 14,995 
Foreign Currency HedgesForeign Currency Hedges(235,000)97,851 — (11,647)
Net TotalNet Total(18,335)(36,505)— 3,348 
USD Functional:USD Functional:    USD Functional:  
Net Assets/(Liabilities)Net Assets/(Liabilities)— 310,652 27,132 — 
Foreign Currency HedgesForeign Currency Hedges— (304,425)(18,482)— 
Net TotalNet Total— 6,227 8,650 — 
SGD Functional:SGD Functional:    SGD Functional:  
Net Assets/(Liabilities)Net Assets/(Liabilities)514,380 48,637 — 1,242 
Foreign Currency HedgesForeign Currency Hedges(495,000)(59,798)— — 
Net TotalNet Total19,380 (11,161)— 1,242 
37

Table of Contents
PART I – FINANCIAL INFORMATIONItem 3
RESMED INC. AND SUBSIDIARIES
Quantitative and Qualitative Disclosures About Market Risk
The table below provides information about our material foreign currency derivative financial instruments and presents the information in U.S. dollar equivalents. The table summarizes information on instruments and transactions that are sensitive to foreign currency exchange rates, including foreign currency call options, collars, forward contracts and cross-currency swaps held at March 31, 2023.2024. The table presents the notional amounts and weighted average exchange rates by contractual maturity dates for our foreign currency derivative financial instruments, including the forward contracts used to hedge our foreign currency denominated assets and liabilities. These notional amounts generally are used to calculate payments to be exchanged under the contracts (in thousands, except exchange rates).
Fair Value Assets / (Liabilities)
TotalMarch 31,
2023
June 30,
2022
Fair Value Assets / (Liabilities)
Fair Value Assets / (Liabilities)
Fair Value Assets / (Liabilities)
TotalTotalMarch 31,
2024
June 30,
2023
AUD/USDAUD/USD
Contract amount
Contract amount
Contract amountContract amount235,000(388)(190)
Ave. contractual exchange rateAve. contractual exchange rateAUD 1 = USD 0.6727
AUD/EuroAUD/Euro
AUD/Euro
AUD/Euro
Contract amount
Contract amount
Contract amountContract amount212,010971 (413)
Ave. contractual exchange rateAve. contractual exchange rateAUD 1 = EUR 0.6580
SGD/EuroSGD/Euro
SGD/Euro
SGD/Euro
Contract amount
Contract amount
Contract amountContract amount108,723(1,383)71 
Ave. contractual exchange rateAve. contractual exchange rateSGD 1 = Euro 0.7149
SGD/USDSGD/USD
SGD/USD
SGD/USD
Contract amount
Contract amount
Contract amountContract amount495,000(620)(1,172)
Ave. contractual exchange rateAve. contractual exchange rateSGD 1 = USD 0.7549
AUD/CNYAUD/CNY
AUD/CNY
AUD/CNY
Contract amount
Contract amount
Contract amountContract amount11,647(99)(37)
Ave. contractual exchange rateAve. contractual exchange rateAUD 1 = CNY 4.6449
USD/EURUSD/EUR
USD/EUR
USD/EUR
Contract amount
Contract amount
Contract amountContract amount1,042,216(55,511)— 
Ave. contractual exchange rateAve. contractual exchange rateUSD 1 = EUR 1.0406
USD/CADUSD/CAD
USD/CAD
USD/CAD
Contract amount
Contract amount
Contract amountContract amount18,482895 (46)
Ave. contractual exchange rateAve. contractual exchange rateCAD 1 = USD 0.7751
Interest Rate Risk
We are exposed to risk associated with changes in interest rates affecting the return on our cash and cash equivalents and debt. At March 31, 2023,2024, we held cash and cash equivalents of $227.9$237.9 million, principally comprised of bank term deposits and at-call accounts, and are invested at both short-term fixed interest rates and variable interest rates. At March 31, 2023,2024, there was $1,090.0$510.0 million outstanding under the Revolving Credit Agreement and Term Credit Agreement, which are subject to variable interest rates. A hypothetical 10% change in interest rates during the three months ended March 31, 2023,2024, would not have had a material impact on pretax income. We have no interest rate hedging agreements.
Inflation
Inflationary factors such as increases in the cost of our products, freight, overhead costs or wage rates may adversely affect our operating results. Sustained inflationary pressures in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of net revenue if we are unable to offset such higher costs through price increases.

38

Table of Contents
PART I – FINANCIAL INFORMATIONItem 4
RESMED INC. AND SUBSIDIARIES
Item 4    Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2023.2024.
On November 21, 2022, we completed the acquisition of MEDIFOX DAN. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. Based on those guidelines, our assessment of the effectiveness of our internal control over financial reporting will exclude MEDIFOX DAN. We are in the process of integrating MEDIFOX DAN into our system of internal control over financial reporting.
Except as noted above, thereThere has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
39

Table of Contents
PART II – OTHER INFORMATIONItem 1-6
RESMED INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1    Legal Proceedings
We are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. We investigate these matters as they arise, and accrue estimates for resolution of legal and other contingencies in accordance with Accounting Standard Codification Topic 450, “Contingencies”. See note 109 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Litigation is inherently uncertain. Accordingly, we cannot predict with certainty the outcome of these matters. But we do not expect the outcome of these matters to have a material adverse effect on our consolidated financial statements when taken as a whole.
Item 1A    Risk Factors
The discussion of our business and operations should be read together with the risk factors and contained in our annual report on Form 10-K for the fiscal year ended June 30, 2022,2023, which was filed with the SEC and describe various material risks and uncertainties to which we are or may become subject. As of March 31, 2023,2024, there have been no further material changes to such risk factors.
Item 2    Unregistered Sales of Equity Securities, and Use of Proceeds, and Issuer Purchases of Equity Securities
Purchases of equity securities. The following table summarizes our purchases of common stock for the three months ended March 31, 2024:
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (USD)Cumulative Number of Shares Purchased as Part of Publicly Announced ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Program
January 1 - 31, 2024— — 42,171,708 12,544,305 
February 1 - 29, 2024260,714 191.76 42,432,422 12,283,591 
March 1 - 31, 2024— — 42,432,422 12,283,591 
Total260,714 $191.76 42,432,422 12,283,591 
On February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20.0 million shares of our common stock. The program allows us to repurchase shares of our common stock from time to time for cash in the open market, or in negotiated or block transactions, as market and business conditions warrant and subject to applicable legal requirements. There is no expiration date for this program, andWe are authorized to continue repurchasing shares through June 30, 2024, provided that the program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. All share repurchases after February 21, 2014 have been executed under this program.
We temporarily suspended our share repurchase program due to recent acquisitions and as a response to the COVID-19 pandemic. As a result, we did not repurchase any shares during the three months ended March 31, 2023. However, there is no expiration date for this program, and we may, at any time, elect to resume Since approval of the share repurchase program as the circumstances allow. Since the inception of the share buyback programs,in 2014 through March 31, 2024, we have repurchased 41.8a total of 7.7 million shares at a total costunder this repurchase program for an aggregate of $1.6 billion. At March 31, 2023, 12.9 million additional shares of common stock can be repurchased under the approved share repurchase program.$512.7 million.
Item 3    Defaults Upon Senior Securities
None
Item 4    Mine Safety Disclosures
None
Item 5    Other Information
NoneRule 10b5-1 Trading Plans of Directors and Executive Officers
Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by our insider trading policy. In accordance with Rule 10b5-1 and our insider trading
40

Table of Contents
PART II – OTHER INFORMATIONItem 1-6
RESMED INC. AND SUBSIDIARIES
policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of our stock, including shares acquired pursuant to our equity incentive plans. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as personal financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our insider trading policy and certain minimum holding requirements.
The following table describes any contracts, instructions or written plans for the sale or purchase of the Company’s securities and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act that were adopted by our directors and executive officers during the quarterly period ended March 31, 2024:
Name and TitlePlan ActionPlan Adoption Date
Scheduled Expiration Date of Rule 10b5-1 Trading Plan(1)
Aggregate Number of Securities to Be Purchased or Sold
Michael J. FarrellAdoptionJanuary 31, 2024November 15, 202429,366
(1)    A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.
During the quarterly period ended March 31, 2024, none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Transactions by Section 16 directors and officers will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by law. No non-Rule 10b5-1 trading arrangements (as defined by Item 408(a) of Regulation S-K) were entered into, adopted or terminated by any Section 16 director or officer during the third quarter of fiscal year 2024.

41

Table of Contents
PART II – OTHER INFORMATIONItem 1-6
RESMED INC. AND SUBSIDIARIES
Item 6    Exhibits
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
3.1
3.2
31.1
31.2
32*
101The following financial statements from ResMed Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023,2024, filed on April 27, 2023,25, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) the Notes to the Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.


4142

Table of Contents
PART II – OTHER INFORMATIONSignatures
RESMED INC. AND SUBSIDIARIES
Signatures
Pursuant to the requirements 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.
April 27, 202325, 2024
ResMed Inc.
/s/ MICHAEL J. FARRELL
Michael J. Farrell
Chief executive officerExecutive Officer
(Principal Executive Officer)
/s/ BRETT A. SANDERCOCK
Brett A. Sandercock
Chief financial officerFinancial Officer
(Principal Financial Officer)
4243