ResMed (RMD) 10-K/A risk factor changes: FY2021 vs FY2020

For the fiscal year ended June 30, [removed: 2020][added: 2021]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of December 31, [removed: 2019] [added: 2020] (the last business day of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing sale price of such stock on the New York Stock Exchange, was [removed: $22,240,443,784.][added: $30,662,112,869.]

At August [removed: 7, 2020,] [added: 12, 2021,] registrant had [removed: 144,900,654] [added: 145,681,186] shares of Common Stock, $0.004 par value, issued and outstanding.

Portions of the registrant’s definitive Proxy Statement [added: to be] delivered to stockholders in connection with the registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders, [removed: held on November 19, 2020,] [added: to be filed subsequent to the date hereof,] are incorporated by reference into Part III of this report.

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of ResMed Inc. for the fiscal year ended June 30, [removed: 2020,] [added: 2021,] as filed with the Securities and Exchange Commission on August [removed: 12, 2020] [added: 16, 2021] (the “Original Filing”).

[removed: This Amendment] [added: Except as noted above, this Form 10-K/A] does not [added: update or modify any disclosures in or] reflect [added: any] events occurring after the filing of the [removed: Form 10-K (i.e., occurring after August 12, 2020) or modify or update those disclosures that may be affected by subsequent events.][added: Original Filing.]

Accordingly, this [removed: Amendment] [added: Form 10-K/A] should be read in conjunction with the [removed: Form 10-K and the registrant’s other filings with the Securities and Exchange Commission.][added: Original Filing.]

This amendment is being filed for the sole purpose of amending and restating in its entirety “Item 15.

Exhibits and Consolidated Financial Statement Schedules” under Part IV of the Original Filing to correct hyperlinks to exhibits that were filed in conjunction with the Original Filing.

Due to a technical error, these hyperlinks were not functional in our original August 16, 2021 filing.

The Consent of Independent Registered Public Accounting Firm (the “Auditor Consent”) was inadvertently omitted in the Original Filing.

This Amendment is being filed solely to file the Auditor Consent.

No other changes were made to the Original Filing.

Further, no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Filing.

The following [removed: exhibits] [added: documents] are filed as part of this report:

| [removed: 23.1*] [added: 23.1†] | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000004/rmd-20200630xex23_1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/c819-20210630xex23_1.htm)] |

| [removed: 31.1*] [added: 31.1†] | [Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000004/rmd-20200630xex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/c819-20210630xex31_1.htm)] |

| [removed: 31.2*] [added: 31.2†] | [Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000004/rmd-20200630xex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/c819-20210630xex31_2.htm)] |

[removed: *] [added: ‡] Filed herewith.

DATED [removed: March 29,] [added: August 19,] 2021

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| (a) | Consolidated Financial Statements and Schedules – The index to our consolidated financial statements and schedules are set forth in the “Index to Consolidated Financial Statements” under Item 8 of this report. |

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| (b) | Exhibit Lists |

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| 2.1 | [Agreement and Plan of Merger, dated November 5, 2018, by and among ResMed Operations Inc., Evolved Sub, Inc., ResMed Inc., OPEL GI Holdings Limited, in its capacity as the agent acting on behalf of the holders of common stock of MatrixCare Holdings, Inc., and MatrixCare Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/943819/000119312518322531/d650415dex21.htm) (Incorporated by reference to Exhibit 2.1 to the Registrant’s Report on Form 8-K filed on November 8, 2018) |

| 3.1 | [First Restated Certificate of Incorporation of ResMed Inc., as amended.](http://www.sec.gov/Archives/edgar/data/943819/000119312513416916/d604032dex31.htm) (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2013) |

| 3.2 | [Sixth Amended and Restated Bylaws of ResMed Inc.](https://www.sec.gov/Archives/edgar/data/943819/000119312520050062/d896857dex31.htm) (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on February 26, 2020) |

| 4.1 | Form of certificate evidencing shares of Common Stock. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 33-91094) declared effective on June 1, 1995) |

| 4.2 | [Description of ResMed Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/943819/000094381920000013/rmd-20200630xex4_2.htm) (Incorporated by reference to Exhibit 4.2 to the Registrant’s Report on Form 10-K filed on August 13, 2020) |

| 10.1* | [Form of Indemnification Agreements for our directors and officers.](http://www.sec.gov/Archives/edgar/data/943819/000119312509136727/dex101.htm) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on June 24, 2009) |

| 10.2* | [Form of Access Agreement for directors.](http://www.sec.gov/Archives/edgar/data/943819/000119312509136727/dex102.htm) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed on June 24, 2009) |

| 10.3* | [Updated Form of Executive Agreement.](http://www.sec.gov/Archives/edgar/data/943819/000119312512292369/d373159dex991.htm) (Incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 8-K filed on July 2, 2012) |

| 10.4* | [Amendment and Restatement to the ResMed Inc. 2009 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/943819/000119312517293062/d456787ddef14a.htm) (Incorporated by reference to Appendix B of ResMed Inc.’s Proxy Statement filed with the Securities and Exchange Commission on September 25, 2017) |

| 10.5* | [ResMed Inc. Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000014/rmd-20210521xex4_4.htm) (Incorporated by reference to Exhibit 4.4 to the Registrant’s Report on Form S-8 filed on May 21, 2021) |

| 10.6* | [Form of Restricted Stock Unit Award Agreement for Executive Officers.](http://www.sec.gov/Archives/edgar/data/943819/000119312511293193/d239703dex101.htm) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011) |

| 10.7* | [Form of Restricted Stock Unit Award Agreement for Directors.](http://www.sec.gov/Archives/edgar/data/943819/000119312511293193/d239703dex102.htm) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011) |

| 10.8* | [Form of Stock Option Grant for Executive Officers.](http://www.sec.gov/Archives/edgar/data/943819/000119312511293193/d239703dex103.htm) (Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011) |

| 10.9* | [Form of Stock Option Grant for Directors.](http://www.sec.gov/Archives/edgar/data/943819/000119312511293193/d239703dex104.htm) (Incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011) |

| 10.10*† | [Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/c819-20210630xex10_10.htm) |

| 10.11*† | [Form of Executive Restricted Stock Unit Award Agreement for Executive Officers.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/c819-20210630xex10_11.htm) |

| 10.12 | [Amended and Restated Credit Agreement dated as of April 17, 2018, by and among ResMed Inc., as borrower, each of the lenders identified on the Revolving Credit Agreement’s signature pages as a lender, MUFG Union Bank, N.A., as administrative agent, joint lead arranger, joint book runner, swing line lender and l/c issuer, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner.](http://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex101.htm) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on April 19, 2018) |

| 10.13 | [Amended and Restated Unconditional Guaranty dated as of April 17, 2018, by each of the guarantors identified on the Revolving Facility Guaranty’s signature pages as a guarantor, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Revolving Credit Agreement.](http://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex102.htm) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed on April 19, 2018) |

| 10.14 | [Syndicated Facility Agreement, dated as of April 17, 2018, by and among ResMed Limited, as borrower, the other parties party thereto, each of the lenders identified on the Term Credit Agreement’s signature pages as a lender, 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](http://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex103.htm). (Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K filed on April 19, 2018) |

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| PART IV | Item 15 |

| 10.15 | [Unconditional Guaranty dated as of April 17, 2018, by each of the guarantors identified on the Term Facility Guaranty’s signature pages as a guarantor, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Term Credit Agreement](http://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex104.htm). (Incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 8-K filed on April 19, 2018) |

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| 10.16 | [First Amendment to Amended and Restated Credit Agreement, dated November 5, 2018, by and among ResMed Inc., as borrower, each of the lenders identified in the First Amendment, MUFG Union Bank, N.A., as administrative agent, joint lead arranger, joint book runner, swing line lender and letter of credit issuer, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner.](http://www.sec.gov/Archives/edgar/data/943819/000119312518322531/d650415dex101.htm) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on November 8, 2018) |

| 10.17 | [The ResMed Inc. 2018 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/943819/000119312518291742/d612931ddef14a.htm). (Incorporated by reference to Appendix B of ResMed Inc.’s Proxy Statement filed with the Securities and Exchange Commission on October 3, 2018.) |

| 10.18 | [Note Purchase Agreement, dated July 10, 2019 by and among ResMed Inc. and the purchasers party to that agreement (including form of 3.24% Series A Senior Note due 2026, form of Series B 3.45% Senior Note due 2029, and form of Subsidiary Guaranty Agreement).](https://www.sec.gov/Archives/edgar/data/943819/000119312519194005/d755232dex101.htm) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on July 15, 2019) |

| 21.1† | [Subsidiaries of the Registrant.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/c819-20210630xex21_1.htm) |

| 31.3‡ | [Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000020/rmd-20210630xex31_3.htm) |

| 31.4‡ | [Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000020/rmd-20210630xex31_4.htm) |

| 32.1† | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/c819-20210630xex32_1.htm) |

| 101 | The following materials from ResMed Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Stockholders’ Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows and (v) related notes. |

* Management contract or compensatory plan or arrangement

† Previously filed with the Original Filing.

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