filings.toolsResMed (RMD) 10-K risk factor changes: FY2022 vs FY2021
The 2022-06-30 10-K against the 2021-06-30 one, compared heading by heading and sentence by sentence.
Item 1A121 rewritten183 added70 removed331 unchanged
All filing items1,173 rewritten1,158 added519 removed1,213 unchanged
Summary
counted, not written
- Item 1A lists 34 risk factor headings: 1 new, 3 reworded and 30 unchanged since FY2021. 1 heading from FY2021 no longer appears.
- Sentence by sentence, 1,158 added, 519 removed, 1,173 rewritten and 1,213 unchanged across 21 items that differ.
New Item 1A headings (1)
- Climate change and related natural disasters, or other events beyond our control, could negatively impact our business operations and financial condition.
Removed Item 1A headings (1)
- If a natural or man-made disaster strikes our manufacturing facilities, we will be unable to manufacture our products for a substantial amount of time and our sales and profitability will decline.
Reworded Item 1A headings (3)
- Our business, financial condition and results of operations could [added: continue to] be harmed by the effects of the COVID-19
[removed: pandemic.][added: pandemic or similar public health crises.] - Our use and disclosure of
[removed: individually identifiable][added: personal] information, including health information, is subject to federal, state and foreign privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm. - Delaware law and provisions in our charter
[removed: and]could make it difficult for another company to acquire us.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
121 rewritten, 183 added, 70 removed, 331 unchanged
[removed: Our] [added: - Our] inability to compete successfully in our markets may harm our business.
[removed: Consolidation] [added: - Consolidation] in the health care industry could have an adverse effect on our revenues and results of operations.
[removed: Our] [added: - Our] business, financial condition and results of operations could [added: continue to] be harmed by the effects of the COVID-19 [removed: pandemic.][added: pandemic or similar public health crises.]
[removed: We] [added: - We] are subject to various risks relating to international activities that could affect our overall profitability.
[removed: Our] [added: - Our] products are the subject of clinical trials conducted by us, our competitors, or other third parties, the results of which may be unfavorable, or perceived as unfavorable, and could have a material adverse effect on our business, financial condition, and results of operations.
[removed: We] [added: - We] are subject to potential product liability claims that may exceed the scope and amount of our insurance coverage, which would expose us to liability for uninsured claims.
[removed: Our] [added: - Our] intellectual property may not protect our products, and/or our products may infringe on the intellectual property rights of [removed: third-parties.][added: third parties.]
[removed: If] [added: - If] we fail to attract, develop and retain key employees our business may suffer.
[removed: Our] [added: - Our] leverage and debt service obligations could adversely affect our business.
[removed: Disruptions] [added: - Disruptions] in the supply of components from our suppliers could result in a significant reduction in sales and profitability.
[removed: We] [added: - We] are increasingly dependent on information technology systems and infrastructure.
[removed: Actual] [added: - Actual] or attempted breaches of security, unauthorized disclosure of information, denial of service attacks or the perception that personal and/or other sensitive or confidential information in our possession is not secure, could result in a material loss of business, substantial legal liability or significant harm to our reputation.
[removed: We] [added: - We] may not be able to realize the anticipated benefits from acquisitions, which could adversely affect our operating results.
[removed: Our] [added: - Our] business depends on our ability to market effectively to dealers of home healthcare products and sleep clinics.
[removed: Our] [added: - Our] SaaS business depends substantially on customers entering into, renewing, upgrading and expanding their agreements for cloud services, term licenses, and maintenance and support agreements with us.
[removed: If] [added: - If] our SaaS products fail to perform properly or if we fail to develop enhancements, we could lose customers, become subject to service performance or warranty claims and our market share could decline.
[removed: If] [added: - If] there are interruptions or performance problems associated with our technology or infrastructure, our existing SaaS customers may experience service outages, and our new customers may experience delays in the deployment of our platforms.
[removed: If] [added: - If] we are unable to support our continued growth, our business could suffer.
[removed: If] [added: For example, if] a natural [removed: or man-made] disaster strikes our manufacturing facilities, we will be unable to manufacture our products for a substantial amount of time and our sales and profitability will decline.
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART I | [added: | |] Item 1A | [added: | |]
[removed: Healthcare] [added: - Healthcare] reform may have a material adverse effect on our industry and our results of operations.
[removed: Government] [added: - Government] and private insurance plans may not adequately reimburse our customers for our products, which could result in reductions in sales or selling prices for our products.
[removed: Failure] [added: - Failure] to comply with anti-kickback and fraud regulations could result in substantial penalties and changes in our business operations.
[removed: Our] [added: - Our] use and disclosure of [removed: individually identifiable] [added: personal] information, including health information, is subject to federal, state and foreign privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm.
[removed: Our] [added: - Our] business activities are subject to extensive regulation, and any failure to comply could have a material adverse effect on our business, financial condition, or results of operations.
[removed: Product] [added: - Product] sales, introductions or modifications may be delayed or canceled as a result of FDA regulations or similar foreign regulations, which could cause our sales and profits to decline.
[removed: We] [added: - We] are subject to substantial regulation related to quality standards applicable to our manufacturing and quality processes.
[removed: Disruptions] [added: - Disruptions] at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, cleared or approved or commercialized in a timely manner or at all, which could negatively impact our business.
[removed: Off-label] [added: - Off-label] marketing of our products could result in substantial penalties.
[removed: Laws] [added: - Laws] regulating consumer contacts could adversely affect our business operations or create liabilities.
[removed: Tax] [added: - Tax] laws, regulations, and enforcement practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position.
[removed: We] [added: - We] are subject to tax audits by various tax authorities in many jurisdictions.
[removed: Our] [added: - Our] results of operations may be materially affected by global economic conditions generally, including conditions in the financial markets.
[removed: Our] [added: - Our] quarterly operating results are subject to fluctuation for a variety of reasons.
[removed: Delaware] [added: - Delaware] law and provisions in our charter [removed: and] could make it difficult for another company to acquire us.
Our business, financial condition and results of operations could [added: continue to] be harmed by the effects of the COVID-19 [removed: pandemic.] [added: pandemic or similar public health crises.] We are subject to risks [removed: related to the global pandemic] associated with [removed: COVID-19,] [added: public health threats, including the global COVID-19 pandemic,] which have had [added: and may continue to have] an adverse impact on certain aspects of our business.
[removed: These disruptions may, among other things, impact our ability to] produce and supply products in quantities necessary to satisfy customer demand, which could negatively impact our results of operations.
While we expect COVID-19 [added: may continue] to negatively impact certain aspects of our business, given the rapid and evolving nature of the virus and the uncertainty about its impact on society and the global economy, we cannot predict the extent to which it will affect our global operations.
Sales in combined Europe, Asia and other markets accounted for approximately [removed: 39%] [added: 37%] and [removed: 38%] [added: 39%] of our net revenues in the years ended June 30, [removed: 2021] [added: 2022] and June 30, [removed: 2020] [added: 2021] respectively.
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- Climate change and related natural disasters, or other events beyond our control, could negatively impact our business operations and financial condition.
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
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| PART I | | | Item 1A | | |
The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations, and financial condition will depend on future developments which are highly uncertain and are difficult to predict.
These developments include, but are not limited to, future resurgences of the virus and its variants, actions taken to contain the virus or address its impact, and the timing, distribution, and efficacy of vaccines and other treatments.
Although there is still substantial uncertainty associated with the COVID-19 pandemic, we believe the global demand for ventilators and other respiratory support devices used to treat COVID-19 patients has largely been met.
In most markets, diagnostic pathways for sleep apnea treatment, including physician practices, HME distributors, and sleep clinics have largely recovered towards pre-pandemic levels.
Likewise, within our SaaS business we have observed stabilizing patient flow in out-of-hospital care settings impacted by COVID-19.
The COVID-19 pandemic has continued to impact the global supply chain, primarily through constraints on raw materials and electronic components.
These constraints on raw materials and electronic components are also impacting companies outside of our direct industry, which is resulting in a competitive supply environment causing higher costs, requiring us to commit to minimum purchase obligations as well as make upfront payments to our suppliers.
Further, we are being allocated certain components from our suppliers, particularly semiconductor chips, and we are thus being forced to allocate our outbound products to our customers.
These disruptions have impacted and may continue to impact our ability to
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
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| PART I | | | Item 1A | | |
Additionally, we have observed a reduction in both inbound and outbound transportation capacity as a result of port closures and delays associated with the pandemic, which is causing longer lead times in receiving raw materials into and distributing finished goods out of our manufacturing facilities, as well as increased freight costs.
These highly competitive and constrained supply chain conditions are increasing our cost of sales, which has and may continue to adversely impact our profitability.
Given the ongoing uncertainty regarding the duration and extent of the COVID-19 pandemic, we are uncertain as to the duration and extent of constraint on our supply chain.
Furthermore, future public health crises are possible and could involve some or all of the risks discussed above.
- economic conditions such as inflation or recession;
- the impact of global geopolitical tensions and/or conflicts;
- limitations on our ability under local laws to protect our intellectual property.
In December 2021, the United States adopted the Uyghur Forced Labor Prevention Act (“UFLPA”) which creates a rebuttable presumption that any goods, wares, articles, and merchandise mined, produced, or manufactured in whole or in part in the Xinjiang Uyghur Administrative Region of China or that are produced by certain entities are prohibited from importation into the United States and are not entitled to entry.
These import restrictions came into effect in June 2022.
Additionally, the military conflict between Russia and Ukraine has resulted in the implementation of sanctions by the U.S. and other governments against Russia and has caused significant volatility and disruptions to the global markets.
While we are not presently aware of any direct impacts these restrictions have had on our suppliers’ supply chains, disruptions resulting from the conflict in Ukraine and the UFLPA may materially and negatively impact our suppliers’ ability to obtain a sufficient supply of raw materials necessary to meet the quantity and/or timing of our product demands.
Further, it is not possible to predict the short- and long-term implications of this conflict, which could include but are not limited to further sanctions, uncertainty about economic and political stability, increases in inflation rate and energy prices, cyber-attacks, supply chain challenges and adverse effects on currency exchange rates and financial markets.
We are continuing to monitor the situation in China, Ukraine, and globally as well as assess its potential impact on our business.
Although our sales into Russia and Ukraine did not constitute a material portion of our total revenue in 2022, further escalation of geopolitical tensions, or new geopolitical tensions, could have a broader impact that expands into other markets where we
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
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Specifically, diagnostic pathways for sleep apnea treatment, including physician practices, HME suppliers and sleep clinics, have been impacted and, in some instances, been required, to temporarily close due to governments’ “shelter-in-place” orders, quarantines or similar orders or restrictions enacted to control the spread of COVID-19.
In some countries, new patients are prescribed sleep apnea treatment through hospitals that are directing their resources to critical care, including COVID-19 treatment.
Although certain governments have begun to reduce or remove COVID-19 restrictions to varying degrees, we cannot predict the impact that will have on diagnostic and prescription pathways and demand for our products designed to treat sleep apnea.
Furthermore, we cannot predict the extent, speed and effectiveness of worldwide containment and vaccination efforts and the impact of these factors will have on our employees, customers, vendors and patients.
While we have experienced increased demand for our respiratory care products due to the nature of COVID-19, we do not expect the same level of demand to continue as vaccination programs expand and infection rates decline globally.
Decreases in future demand may result in excess inventory, which we may be unable to sell.
Furthermore, due to governments’ varying restrictions on international and domestic travel, access to labor for our manufacturing facilities could be adversely impacted.
Our SaaS business has also been affected by COVID-19 and measures taken to control the spread of COVID-19.
Some of our existing and potential SaaS customers are HME distributors and have been impacted by the same temporary business closures noted above.
We also have existing and potential SaaS customers that operate care facilities and are either receiving and treating patients infected with COVID-19 or have implemented significant measures to safeguard their facilities against a potential COVID-19 outbreak.
Given these challenging business conditions, businesses may be deterred from adopting new or changing SaaS platforms, which may adversely impact our ability to engage new customers for our SaaS businesses, or expand the services used by existing customers.
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We currently utilize third parties to, among other things, manufacture components and materials for our devices.
Disruptions relating to the COVID-19 pandemic, including current shelter-in-place orders, could prevent employees, suppliers, distributors, and others from accessing manufacturing facilities and from transporting our products or the components required to manufacture our products.
Further, worldwide supply chain disruption relating to the COVID-19 pandemic has resulted in component shortages that have and may continue to impact our ability to manufacture our devices.
If either we or any third-party parties in the supply chain for materials used in the production of our devices continue to be adversely impacted by the restrictions resulting from the COVID-19 pandemic, our supply chain may be disrupted, limiting our ability to manufacture our devices.
Health regulatory agencies globally may also experience disruptions in their operations as a result of the COVID-19 pandemic.
Any delay or de-prioritization of our product development activities or delay in regulatory review resulting from such disruptions could materially affect our results of operations.
We are also competing with participants in other industries, like the automobile industry for example, for essential inputs for our products, which may result in higher prices or scarcity of supply.
In addition to existing travel restrictions, countries may continue to close borders, impose prolonged quarantines, and restrict travel, which have disrupted and may continue to disrupt our ability to move our product by air and sea.
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The semiconductor supply shortage has had, and will continue to have, an adverse impact on lead times and device production.
If component shortages continue, we will continue to experience supply interruption and/or may incur significant price increases from these suppliers.
Although historically we have generally been able to secure additional supply or take other actions to mitigate supply disruptions, as the impact of the global shortages in key components, including semiconductors, impacts many industries worldwide, and particularly our supply chain, we could experience a material adverse effect on our business, results of operations, and financial condition.
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For example, we acquired MatrixCare in November 2018 and Propeller Health in January 2019.
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Further, the California Privacy Rights Act, or CPRA, was recently passed in California and not only revises but expands upon CCPA.
The majority of the provisions will go into effect on January 1, 2023, will supersede the CCPA, and additional compliance investment and potential business process changes may be required.
The GDPR also imposes strict rules on the transfer
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An excerpt. Shown here: 40 of 121 rewritten, 40 of 183 added and 40 of 70 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
137 rewritten, 215 added, 108 removed, 91 unchanged
During fiscal year [removed: 2021,] [added: 2022,] we invested [removed: $225.3] [added: $253.6] million on research and development activities, which represents [removed: 7.0%] [added: 7.1%] 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.
[added: During fiscal year 2022 we continued the launch of] AirSense [removed: 11 will introduce] [added: 11, which introduces] new features such as a touch screen, algorithms for patients new to therapy and digital [removed: enhancements, such as] [added: enhancements and] over-the-air update capabilities.
Due to multiple acquisitions, including Brightree in April 2016, HEALTHCAREfirst in July 2018 and MatrixCare in November 2018, [added: and] our [added: pending acquisition of MEDIFOX DAN which is expected to close during fiscal year 2023 subject to regulatory clearances, our] operations now 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.
Net revenue in fiscal year [removed: 2021] [added: 2022] increased to [removed: $3,196.8] [added: $3,578.1] million, an increase of [removed: 8%] [added: 12%] compared to fiscal year [removed: 2020.][added: 2021.]
Gross profit increased for the year ended June 30, [removed: 2021] [added: 2022] to [removed: $1,839.1] [added: $2,024.3] million, from [removed: $1,717.8] [added: $1,839.1] million for the year ended June 30, [removed: 2020,] [added: 2021,] an increase [removed: $121.3] [added: of $185.2] million or [removed: 7%.][added: 10%.]
Our net income for the year ended June 30, [removed: 2021] [added: 2022] was [removed: $474.5] [added: $779.4] million or [removed: $3.24] [added: $5.30] per diluted share compared to net income of [removed: $621.7] [added: $474.5] million or [removed: $4.27] [added: $3.24] per diluted share for the year ended June 30, [removed: 2020.][added: 2021.]
Unrecognized tax benefits as described at [removed: note 14] [added: Note 13] – Income Taxes impacted our diluted earnings per share by $1.70 for the year ended June 30, 2021.
Total operating cash flow for fiscal year [removed: 2021] [added: 2022] was [removed: $736.7] [added: $351.1] million and at June 30, [removed: 2021,] [added: 2022,] our cash and cash equivalents totaled [removed: $295.3] [added: $273.7] million.
At June 30, [removed: 2021,] [added: 2022,] our total assets were [removed: $4.7] [added: $5.1] billion and our stockholders’ equity was [removed: $2.9] [added: $3.4] billion.
We paid a quarterly dividend of [removed: $0.39] [added: $0.42] per share during fiscal [removed: 2021] [added: 2022] with a total amount of [removed: $226.7] [added: $245.3] million paid to stockholders.
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART II | [added: | |] Item 7 | [added: | |]
[removed: Management’s] [added: | RESMED INC. AND SUBSIDIARIES Management’s] Discussion and Analysis of Financial Condition and Results of Operations [added: | | | | | |]
For discussion related to the results of operations and changes in financial condition for the fiscal year ended June 30, [removed: 2020] [added: 2021] compared to fiscal year June 30, [removed: 2019,] [added: 2020,] please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the Year Ended June 30, [removed: 2020,] [added: 2021,] which was filed with the United States Securities and Exchange Commission on August [removed: 13, 2020.][added: 16, 2021.]
[removed: Impact of COVID-19][added: COVID-19]
[removed: During the year ended June 30, 2021, we observed immaterial] [added: We did not observe material] incremental demand for our ventilator devices and masks associated with the [removed: COVID-19 pandemic.][added: pandemic during the twelve months ended June 30, 2022.]
Although there is still substantial [removed: uncertainty,] [added: uncertainty associated with the COVID-19 pandemic,] we believe the global demand for ventilators and other respiratory support devices used to treat COVID-19 patients has largely been met.
We have endeavored and continue to follow recommended actions of government and health authorities to protect our employees [removed: worldwide, but since COVID-19 was declared a pandemic in March 2020, we were able to broadly maintain our operations, and] [added: worldwide as] we [removed: are beginning the slow and careful process of] progressively [removed: returning to work in some of] [added: reopen] our offices around the world.
Fiscal Year Ended June 30, [removed: 2021] [added: 2022] Compared to Fiscal Year Ended June 30, [removed: 2020][added: 2021]
[removed: Net Revenues.] Net revenue for the year ended June 30, [removed: 2021] [added: 2022] increased to [removed: $3,196.8] [added: $3,578.1] million from [removed: $2,957.0] [added: $3,196.8] million for the year ended June 30, [removed: 2020,] [added: 2021,] an increase of [removed: $239.8] [added: $381.3] million or [removed: 8%] [added: 12%] (a [removed: 6%] [added: 13%] increase on a constant currency basis).
The following table summarizes our net revenue disaggregated by segment, product and region for the year ended June 30, [removed: 2021] [added: 2022] compared to the year ended June 30, [removed: 2020] [added: 2021] (in thousands):
| | | [added: |] Year Ended June 30, | | | | | | | | | | | [added: | | | | | | | | | |]
| | | [added: | 2022 | | | | | |] 2021 | | | [removed: 2020] | | | % Change | | | [added: | | |] Constant Currency* | | [added: |]
| U.S., Canada and Latin America | | | | | | | | | | | | | [added: | | | | | | | | | | |]
| Devices | | [added: |] $ | [removed: 863,661] [added: 1,070,420] | | [added: | | |] $ | [removed: 792,766] [added: 863,661] | | [removed: 9] | [added: | | 24 | |] % | | | | [added: | | |]
| Masks and other | | | [added: 911,387 | | | | | |] 841,452 | | | [removed: 779,561] | | [added: |] 8 | | | | | [added: | | | |]
| Total Sleep and Respiratory Care | | [added: |] $ | [removed: 1,705,113] [added: 1,981,807] | | [added: | | |] $ | [removed: 1,572,327] [added: 1,705,113] | | [removed: 8] | | | [added: 16] | | [added: | | | | | | |]
| Software as a Service | | | [added: 400,829 | | | | | |] 373,590 | | | [removed: 354,632] | | [removed: 5] | [added: 7] | | | | [added: | | | | |]
| Total | | [added: |] $ | [removed: 2,078,703] [added: 2,382,636] | | [added: | | |] $ | [removed: 1,926,959] [added: 2,078,703] | | [removed: 8] | | | [added: 15] | | [added: | | | | | | |]
| Combined Europe, Asia and other markets | | | | | | | | | | | | | [added: | | | | | | | | | | |]
| Devices | | [added: |] $ | [removed: 746,379] [added: 796,488] | | [added: | | |] $ | [removed: 715,056] [added: 746,379] | | [removed: 4] | [added: | | 7 | |] % | | [removed: (2)] | [added: | 10 | |] % |
| Masks and other | | | [added: 399,003 | | | | | |] 371,743 | | | [removed: 314,998] | | [removed: 18] | [added: 7] | | [removed: 11] | | [added: | | 12 | | |]
| Total Sleep and Respiratory Care | | [added: |] $ | [removed: 1,118,122] [added: 1,195,491] | | [added: | | |] $ | [removed: 1,030,054] [added: 1,118,122] | | [removed: 9] | | | [removed: 2] [added: 7] | | [added: | | | | 11 | | |]
| Global revenue | | | | | | | | | | | | | [added: | | | | | | | | | | |]
| Devices | | [added: |] $ | [removed: 1,610,040] [added: 1,866,908] | | [added: | | |] $ | [removed: 1,507,822] [added: 1,610,040] | | [removed: 7] | [added: | | 16 | |] % | | [removed: 3] | [added: | 17 | |] % |
| Masks and other | | | [added: 1,310,390 | | | | | |] 1,213,195 | | | [removed: 1,094,559] | | [removed: 11] | [added: 8] | | [added: | | | |] 9 | | [added: |]
| Total Sleep and Respiratory Care | | [added: |] $ | [removed: 2,823,235] [added: 3,177,298] | | [added: | | |] $ | [removed: 2,602,381] [added: 2,823,235] | | [removed: 8] | | | [removed: 6] [added: 13] | | [added: | | | | 14 | | |]
| Software as a Service | | | [added: 400,829 | | | | | |] 373,590 | | | [removed: 354,632] | | [removed: 5] | [added: 7] | | [removed: 5] | | [added: | | 7 | | |]
| Total | | [added: |] $ | [removed: 3,196,825] [added: 3,578,127] | | [added: | | |] $ | [removed: 2,957,013] [added: 3,196,825] | | [removed: 8] | | | [removed: 6] [added: 12] | | [added: | | | | 13 | | |]
Net revenue from our Sleep and Respiratory Care business for the year ended June 30, [removed: 2021] [added: 2022] increased to [removed: $2,823.2] [added: $3,177.3] million from [removed: $2,602.4] [added: $2,823.2] million for the year ended June 30, [removed: 2020,] [added: 2021,] an increase of [removed: $220.9] [added: $354.1] million or [removed: 8%.][added: 13%.]
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Key Trends and Economic Factors Affecting Our Business
Supply Chain Disruptions
The COVID-19 pandemic has continued to impact the global supply chain, primarily through a lack of availability of raw materials and electronic components.
The lack of raw materials and electronic components is also impacting companies outside of our direct industry, which is resulting in a competitive supply environment causing higher costs, requiring us to commit to minimum purchase obligations as well as make upfront payments to our suppliers.
Additionally, we have observed a reduction in both inbound and outbound transportation capacity as a result of port closures and delays associated with the pandemic, which is causing longer lead times in receiving raw materials into and distributing finished goods out of our manufacturing facilities, in addition to increased freight costs.
These highly competitive and constrained supply chain conditions are increasing our cost of sales, which has and may continue to decrease our gross margin.
Given the ongoing uncertainty regarding the duration and extent of the COVID-19 pandemic, we are uncertain as to the duration and extent of constraint on our supply chain.
Competitor Recall
An ongoing product recall by one of our competitors, Philips, has resulted in increased demand for our sleep and respiratory care devices.
The supply chain disruptions outlined above have constrained and restricted our ability to meet this increased demand and we expect these constraints will continue into the fiscal year ending June 30, 2023.
In most markets, diagnostic pathways for sleep apnea treatment, including physician practices, home medical equipment (“HME”) distributors, and sleep clinics have largely recovered towards pre-pandemic levels as vaccines and boosters roll out globally.
Likewise, we have continued to observe stabilizing patient flow in our out-of-hospital care settings within our SaaS business.
Impact on Our Business
As a result of these trends, we were not able to meet all the demand available in the market during the twelve months ended June 30, 2022.
We are being allocated components from our suppliers, particularly semiconductor chips, and we are thus being forced to allocate our outbound products to our customers.
We have established an allocation process with clear
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| RESMED INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | |
guiding principles that give priority to the production and delivery of devices to meet the needs of the highest acuity patients first.
Net Revenues
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
The constant currency increase in sales in combined Europe, Asia and other markets predominantly reflects an increase in unit sales of our devices and masks, including
\-48-
[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART II | | | Item 7 | | |
| RESMED INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | |
The increase was predominantly due to continued growth in our HME and Home Health and Hospice verticals, in addition to stabilizing patient flow in our Facilities vertical.
Operating Expenses
The following table summarizes our operating expenses (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
During fiscal year 2021 we commenced a controlled product launch of AirSense 11, which will be followed by a broader launch throughout fiscal year 2022.
\-43\-
| --- | --- |
RESMED INC. AND SUBSIDIARIES
In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (“COVID-19”) as a pandemic.
Our primary goal during the COVID-19 pandemic is the preservation of life.
We have prioritized protecting the health and safety of our employees and continuing to use our employees’ talents and our resources to help society meet and overcome the challenges the pandemic poses.
As such, we do not expect material COVID-19-generated demand for our ventilator products for the fiscal year ending June 30, 2022.
Diagnostic pathways for sleep apnea treatment, including physician practices, HME suppliers and sleep clinics, have been impacted and, in some instances, been required, to temporarily close due to governments’ “shelter-in-place” orders, quarantines or similar orders or restrictions enacted to control the spread of COVID-19.
In some countries, new patients are prescribed sleep apnea treatment through hospitals that are directing their resources to critical care, including COVID-19 treatment.
The impact on these diagnostic and prescription pathways has resulted in a decrease in demand from new patients for our products designed to treat sleep apnea.
Although certain governments have begun to reduce or remove COVID-19 restrictions and implement vaccination programs to varying degrees, we are uncertain as to the duration and extent of the impact on demand for our sleep devices.
However, due to the nature of the installed base of existing patients using our devices, we have not seen any significant adverse impact on demand for re-supply of our masks.
Our SaaS business has also been affected by COVID-19 and measures taken to control the spread of COVID-19.
Some of our existing and potential SaaS customers are HME distributors and have been impacted by the same temporary business closures noted above.
We also have existing and potential SaaS customers that operate care facilities and are either receiving and treating patients infected with COVID-19 or have implemented significant measures to safeguard their facilities against a potential COVID-19 outbreak.
Given these challenging business conditions, businesses may be deterred from adopting new or changing SaaS platforms, which may adversely impact our ability to engage new customers for our SaaS businesses, or expand the services used by existing customers.
\-44\-
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
\-45\-
The increase was predominantly due to continued growth in resupply service offerings.
The decrease was partially due to a decrease in interest expense to $24.0 million for the year ended June 30, 2021 compared to $40.3 million for the year ended June 30, 2020.
Additionally, we recognized an unrealized gain of $14.5 million on our marketable and non-marketable securities for the year ended June 30, 2021, whereas during the year ended June 30, 2020, we recorded an impairment of $14.5 million on our non-marketable equity securities.
The increase in our effective income tax rate was primarily the result of an increase in unrecognized tax benefits as outlined below.
\-46\-
We are under audit by the Australian Taxation Office (the “ATO”) for the years 2009 to 2018 (the “Audit Period”).
The audits primarily involve a transfer pricing dispute in which the ATO asserts we should have paid additional Australian taxes on income derived from our Singapore operations.
The ATO issued Notices of Amended Assessments for the tax years 2009 to 2013 seeking a total of $266.0 million, consisting of $151.7 million in additional income tax and $114.3 million in penalties and interest.
The 2014 to 2018 periods are still under audit and we have not yet received any Notices of Amended Assessments relative to those periods.
A total of $98.8 million in tax has been prepaid in relation to the Audit Period, which is consistent with ATO procedural audit practice.
We are engaged in advanced discussions with the ATO to settle the dispute for the entire Audit Period.
Given the stage of those discussions, during the year ended June 30, 2021, we recorded $395.3 million of gross unrecognized tax benefits, including $47.5 million of accrued interest and penalties.
This translates to a net amount of $248.7 million of net unrecognized tax benefits after taking into account tax credits and deductions of $146.6 million.
If the matter were to progress to litigation, we continue to believe we are more likely than not to be successful in defending our position.
If we are not successful in litigation, we will be required to pay some or all of the additional income tax, accrued interest and penalties, including potential additional amounts relating to the 2014 to 2018 periods.
The measure “non-GAAP revenue” is equal to GAAP net revenue once adjusted for deferred revenue fair value adjustments applied in the purchase accounting for previous business combinations.
\-47\-
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: 40 of 137 rewritten, 40 of 215 added and 40 of 108 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET AND BUSINESS RISKS
39 rewritten, 24 added, 27 removed, 16 unchanged
[removed: Foreign Currency] [added: Foreign Currency] Market Risk
The table below provides information (in U.S. dollars) on our significant foreign-currency-denominated financial assets by legal entity functional currency as of June 30, [removed: 2021] [added: 2022] (in thousands):
| [added: EUR/USD] | | [removed: (USD)] | | [removed: (EUR)] | | [removed: (CAD)] | | [removed: (CNY)] | [added: | | | | | | | | | | | | | | | | | | | | |]
| AUD Functional: | | | | | | | | | [added: | | | | | | | | | | | | | | |]
| Foreign Currency Hedges | | [removed: (195,000)] | [added: (385,000)] | [removed: \-] | | [removed: \-] | | [removed: (12,387)] | [added: — | | | | | | — | | | | | | — | | |]
| Net Total | | [removed: 2,417] | [added: —] | [removed: (38,747)] | | [removed: \-] | | [removed: (67)] | [added: — | | | | | | (3,804) | | | | | | — | | |]
| USD Functional: | | | | | | | | | [added: | | | | | | | | | | | | | | |]
| Foreign Currency Hedges | | [removed: \-] | [added: —] | [removed: \-] | | [removed: (20,155)] | | [removed: \-] | [added: — | | | | | | (19,423) | | | | | | — | | |]
| Foreign Currency Hedges | | [removed: 40,000] | [added: (60,000)] | [removed: \-] | | [removed: \-] | | [removed: \-] | [added: 31,397 | | | | | | — | | | | | | (11,941) | | |]
| Net Total | | [removed: (70)] | [added: 45,745] | [removed: \-] | | [removed: \-] | | [removed: \-] | [added: (19,487) | | | | | | — | | | | | | 4,972 | | |]
| SGD Functional: | | | | | | | | | [added: | | | | | | | | | | | | | | |]
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART II | [added: | |] Item 7A | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
[removed: Quantitative] [added: | RESMED INC. AND SUBSIDIARIES Quantitative] and Qualitative Disclosures About Market and Business Risks [added: | | | | | |]
The table summarizes information on instruments and transactions that are sensitive to foreign currency exchange rates, including foreign currency call options, collars and forward contracts held at June 30, [removed: 2021.][added: 2022.]
The table presents the notional amounts and weighted average exchange rates by contractual maturity dates for our [removed: foreign currency derivative financial instruments.]
| | | | | | | | | [added: | | | | | | | | | | | | |] Fair Value Assets / (Liabilities) | | | [added: | | | | | |]
| Foreign Exchange Contracts | | [added: |] Year 1 | | [added: | | | |] Year 2 | | [added: | | | |] Total | | [added: | | | |] June [removed: 30,2021] [added: 30, 2022] | | [added: | | | |] June [removed: 30,2020] [added: 30, 2021] | [added: | |]
| [removed: AUD/USD] [added: USD/AUD] | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]
| Contract amount | | [removed: 195,000] | [added: 60,000] | [removed: \-] | | [removed: 195,000] | | [added: | — | | | | | | 60,000 | | | | | | (190) | | | | | |] (652) | | [removed: \-] |
| Ave. contractual exchange rate | | [removed: AUD] [added: | USD] 1 = [removed: USD 0.7521] [added: AUD 0.6928] | | | | [removed: AUD] [added: | | | | | | | | USD] 1 = [removed: USD 0.7521] [added: AUD 0.6928] | | | | | [added: | | | | | | | | | |]
| Ave. contractual exchange rate | | [removed: AUD] [added: | SGD] 1 = [removed: Euro 0.6307] [added: Euro 0.7117] | | [removed: AUD 1 = Euro 0.6700] | | [removed: AUD] [added: | | — | | | | | | SGD] 1 = [removed: Euro 0.6382] [added: Euro 0.7117] | | | | | [added: | | | | | | | | | |]
| Contract amount | | [removed: 29,629] | [added: 20,931] | [removed: \-] | | [removed: 29,629] | | [added: | — | | | | | | 20,931 | | | | | | 71 | | | | | |] (88) | | [removed: 126] |
| Ave. contractual exchange rate | | [added: |] SGD 1 = [removed: Euro 0.6379] [added: USD 0.7216] | | [removed: \-] | | [added: | | | | | | | |] SGD 1 = [removed: Euro 0.6379] [added: USD 0.7216] | | | | | [added: | | | | | | | | | |]
| SGD/USD | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]
| Contract amount | | [removed: 200,000] | [added: 385,000] | [removed: \-] | | [removed: 200,000] | | [added: | — | | | | | | 385,000 | | | | | | (1,172) | | | | | |] (177) | | [removed: (183)] |
| Ave. contractual exchange rate | | [removed: SGD] [added: | USD] 1 = [removed: USD 0.7440] [added: EUR] | | | | [removed: SGD] [added: | | | | | | | | USD] 1 = [removed: USD 0.7440] [added: EUR] | | | | | [added: | | | | | | | | | |]
| AUD/CNY | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]
| Contract amount | | [removed: 12,387] | [added: 11,941] | [removed: \-] | | [removed: 12,387] | | [added: | — | | | | | | 11,941 | | | | | | (37) | | | | | |] (130) | | [removed: (161)] |
| Ave. contractual exchange rate | | [added: |] AUD 1 = [removed: CNY 5.0312] [added: CNY 4.6449] | | | | [added: | | | | | | | |] AUD 1 = [removed: CNY 5.0312] [added: CNY 4.6449] | | | | | [added: | | | | | | | | | |]
| Contract amount | | [removed: 40,000] | [added: —] | [removed: \-] | | [removed: 40,000] | | [added: | — | | | | | | — | | | | | | — | | | | | |] 169 | | [removed: \-] |
| Ave. contractual exchange rate | | [removed: EUR] [added: | USD] 1 = [removed: USD 1.912] [added: CAD 1.2902] | | | | [removed: EUR] [added: | | | | | | | | USD] 1 = [removed: USD 1.912] [added: CAD 1.2902] | | | | | [added: | | | | | | | | | |]
| USD/CAD | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]
| Contract amount | | [removed: 20,155] | [added: 19,423] | [removed: \-] | | [removed: 20,155] | | [added: | — | | | | | | 19,423 | | | | | | (46) | | | | | |] (44) | | [removed: (83)] |
At June 30, [removed: 2021,] [added: 2022,] we held cash and cash equivalents of [removed: $295.3] [added: $273.7] million principally comprising of bank term deposits and at-call accounts and are invested at both short-term fixed interest rates and variable interest rates.
At June 30, [removed: 2021,] [added: 2022,] there was [removed: $158.0] [added: $280.0] million outstanding under the revolving credit and term loan facilities, which were subject to variable interest rates.
A hypothetical 10% change in interest rates during the year ended June 30, [removed: 2021,] [added: 2022,] would not have had a material impact on pretax income.
| PART II | [added: | |] Item 8 | [added: | |]
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | U.S. Dollar (USD) | | | | | | Euro (EUR) | | | | | | Canadian Dollar (CAD) | | | | | | Chinese Yuan (CNY) | | |
| Net Assets/(Liabilities) | | | 105,745 | | | | | | (50,884) | | | | | | — | | | | | | 16,913 | | |
| Net Assets/(Liabilities) | | | — | | | | | | — | | | | | | 15,619 | | | | | | — | | |
| Net Assets/(Liabilities) | | | 373,198 | | | | | | 14,852 | | | | | | — | | | | | | 882 | | |
| Net Total | | | (11,802) | | | | | | 14,852 | | | | | | — | | | | | | 882 | | |
\-59-
| | | | | | |
| --- | --- | --- | --- | --- | --- |
foreign currency derivative financial instruments.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| AUD/EUR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Contract amount | | | 88,959 | | | | | | 15,699 | | | | | | 104,658 | | | | | | (413) | | | | | | 1,172 | | |
| Ave. contractual exchange rate | | | AUD 1 = EUR 0.6867 | | | | | | AUD 1 = EUR 0.6800 | | | | | | AUD 1 = EUR 0.6857 | | | | | | | | | | | | | | |
| SGD/EUR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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.
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | U.S. | | | | Canadian | | Chinese |
| | | Dollar | | Euro | | Dollar | | Yuan |
| Assets | | 456,660 | | 42,975 | | \- | | 13,012 |
| Liability | | (259,243) | | (81,722) | | \- | | (692) |
| Assets | | \- | | \- | | 22,396 | | \- |
| Liability | | \- | | \- | | (7,550) | | \- |
| Net Total | | \- | | \- | | (5,309) | | \- |
| EURO Functional: | | | | | | | | |
| Assets | | 2,825 | | \- | | \- | | \- |
| Liability | | (42,895) | | \- | | \- | | \- |
| Assets | | 406,966 | | 41,001 | | \- | | 899 |
| Liability | | (246,243) | | (10,877) | | \- | | \- |
| Foreign Currency Hedges | | (200,000) | | \- | | \- | | \- |
| Net Total | | (39,277) | | 30,124 | | \- | | 899 |
\-54\-
| --- | --- |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| AUD/Euro | | | | | | | | | | |
| Contract amount | | 47,406 | | 11,851 | | 59,257 | | 1,172 | | 886 |
| SGD/Euro | | | | | | | | | | |
| EUR/USD | | | | | | | | | | |
| Ave. contractual exchange rate | | USD 1 = CAD 1.2431 | | | | USD 1 = CAD 1.2431 | | | | |
Proceeds from the issuance and sale of the notes were used to repay borrowings under the revolving credit facility.
\-55\-
Item 1. BUSINESS
136 rewritten, 209 added, 81 removed, 369 unchanged
This treatment, [removed: nasal] continuous positive airway pressure, or CPAP, was the first successful noninvasive treatment for OSA.
CPAP systems deliver pressurized air, typically through a [removed: nasal] mask, to prevent collapse of the upper airway during sleep.
In addition, we are a leading provider of cloud-based software health applications and devices designed to provide connected care, enabling clinicians to manage more patients efficiently and effectively, as well as enabling and encouraging patients’ long-term adherence to and [removed: satisfaction with their therapy.]
We also provide management software to agencies providing out-of-hospital care, including [added: but not limited to] home medical equipment, or HME, home health and hospice, skilled nursing, life plan community, senior living, and private duty services.
We employ [removed: approximately 8,000] [added: over 8,100] people and sell our products in over 140 countries through a combination of wholly owned subsidiaries and independent distributors.
Our [removed: web site] [added: website] address is www.resmed.com.
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART I | [added: | |] Item 1 | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
See Note [removed: 15] [added: 14] – Segment Information of the Notes to Financial Statements (Part II, Item 8) for financial information regarding segment reporting.
REM sleep, which is about 20-25% of total sleep experienced by adults, is characterized by a high level of brain activity, bursts of rapid eye movement, increased heart and respiration rates, and [removed: paralysis of many muscles.]
In addition, OSA has been recognized as a cause of hypertension and a significant comorbidity for heart disease, stroke and [added: type 2] diabetes.
Another study published in *Lancet [removed: Respiratory*] [added: Respiratory Medicine*] in 2019 estimated that mild to severe OSA impacts more than 936 million people worldwide, including 54 million Americans.
Simpler tests, using devices such as our ApneaLink Air, [added: NightOwl,] or our automatic positive airway pressure devices, monitor airflow during sleep, and use computer [removed: programs to analyze airflow patterns.]
Use of mandibular advancement devices is [removed: increasing] [added: increasingly used] as a second-line option in patients unable to use CPAP or those with mild OSA.
In [removed: more] recent years, product innovations to improve patient comfort and compliance have been developed.
These include more comfortable patient interface systems; delay timers that gradually raise air pressure allowing the patient to fall asleep more easily; bilevel air devices, including our AirCurve 10 Series and Lumis devices, which provide different air pressures for inhalation and exhalation; heated humidification systems to make the airflow more comfortable; and [removed: autotitration] [added: auto-titration] devices that modulate the average pressure delivered during the night.
Due to multiple acquisitions, including Brightree in April 2016, [removed: HEALTHCARE*first*] [added: HEALTHCAREfirst] in July 2018 and MatrixCare in November 2018, our operations now include platforms that comprise our SaaS business.
[removed: Continue] [added: - Continue] Product Development and Innovation in Sleep Apnea and Respiratory Care Products. We are committed to ongoing innovation in developing products for the diagnosis and treatment of sleep apnea.
In recent years we have introduced a full suite of masks in our [removed: AirTouch and] AirFit [added: and AirTouch] ranges as well as advanced and expanded the integrations of our therapy-based software solutions, including AirView, to promote greater patient adherence.
[removed: Broaden] [added: - Broaden] our digital health technology foundation. Digital enablement is central to our strategy.
Our cloud-based digital health applications, along with our devices, are designed to provide connected care to improve patient outcomes and efficiencies for our customers, allowing fewer professionals to manage more patients and [removed: empower] [added: empowering] patients to track their own health outcomes.
Approximately [removed: 16%] [added: 17%] of our employees are devoted to research and development activities.
[removed: Expand] [added: - Expand] SaaS Solutions in [removed: Out-of-Hospital] [added: Out-of-Hospital] Care Settings. Our vision is to transform and significantly improve out-of-hospital (OOH) healthcare through a strategy of enabling better patient care, improving clinical decision support, and driving interoperability across out-of-hospital healthcare settings.
Since acquiring Brightree in 2016, plus MatrixCare and [removed: HEALTHCARE*first*] [added: HEALTHCAREfirst] in 2018, we offer software solutions across multiple out-of-hospital healthcare settings including HME, home health and hospice, skilled nursing, life plan communities, senior [removed: living] [added: living,] and private duty.
Today, our SaaS solutions serve OOH customers combining over [removed: 90] [added: 115] million individual accounts.
[removed: Expand] [added: - Expand] Geographic Presence. We market our products in more than 140 countries to sleep clinics, home healthcare dealers, patients and third-party payors.
[removed: In 2016,] we acquired Curative Medical to invest in the China market and expand our growth potential in sleep apnea, COPD and respiratory care in China.
[removed: Increase] [added: - Increase] Public and Clinical Awareness. We continue to expand our existing promotional activities to increase awareness of sleep apnea, COPD and other clinical conditions that can be treated with our industry-leading solutions.
We have helped establish a center for clinical care and medical research at the University of California, San [removed: Diego] [added: Diego,] in the fields of sleep apnea and COPD.
[removed: Expand] [added: - Expand] into New Clinical Applications. We continually seek to identify new applications of our technology for significant unmet medical needs.
[removed: Leverage] [added: - Leverage] the Experience of our Management Team. Our senior management team has extensive experience in the medical device industry in general, and in the fields of sleep apnea, respiratory care and healthcare informatics in particular.
We intend to continue to leverage the experience and expertise of these individuals to maintain our innovative approach to the development of products and solutions, and to increase awareness of the serious medical problems caused by sleep apnea and the use of non-invasive ventilation, and in-home [removed: life support] [added: life-support] ventilation to treat COPD and other chronic respiratory diseases.
We commenced a controlled product launch of AirSense 11 in fiscal year 2021, which [removed: will be] [added: was] followed by a broader launch throughout fiscal year 2022.
AirSense 11 [removed: will introduce] [added: introduced] new features such as a touch screen, algorithms for patients new to therapy and digital enhancements, such as over-the-air update capabilities.
Devices in total accounted for approximately [removed: 50%, 51%] [added: 52%, 50%] and [removed: 52%] [added: 51%] of our net revenues in fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
| [removed: CPAPPRODUCTS] [added: PRODUCTS] | [added: | |] DESCRIPTION | [added: | |]
| [removed: AUTOSETPRODUCTS] [added: PRODUCTS] | [added: | |] DESCRIPTION | [added: | |]
| [removed: AirMini] [added: AirMini portable CPAP] | [removed: A small] [added: | | The smallest] portable CPAP [removed: device featuring] [added: on] the [added: market today, AirMini features the] same auto-adjusting therapy modes used in the AirSense™ 10 Auto. The device also features built-in Bluetooth connectivity and effective waterless humidification enabled by HumidX technology. | [added: | |]
| [removed: BILEVELPRODUCTS] [added: PRODUCTS] | [added: | |] DESCRIPTION | [added: | |]
\-1-
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| --- | --- | --- | --- | --- | --- |
satisfaction with their therapy.
For example, in the United States our sleep and respiratory care products are sold by ResMed Corp., and our software is sold principally by our Brightree and MatrixCare subsidiaries.
\-2-
[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| RESMED INC. AND SUBSIDIARIES | | | | | |
paralysis of many muscles.
A study presented at the European Respiratory Society (ERS) International Congress in 2021 and later published in *CHEST* in 2022 found that using PAP therapy as directed can significantly increase sleep apnea patients’ chances of living longer.
The study concluded that people with obstructive sleep apnea who continued PAP therapy were 39% more likely to survive over a three-year period than OSA patients who didn’t.
Researchers found that the survival rate gap remained significant when accounting for patients’ ages, overall health, other pre-existing conditions, and causes of death.
\-3-
[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART I | | | Item 1 | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
programs to analyze airflow patterns.
Although there is still substantial uncertainty associated with the COVID-19 pandemic, we believe the global demand for ventilators and other respiratory support devices used to treat COVID-19 patients has largely been met.
\-4-
[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART I | | | Item 1 | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
With a comprehensive set of software and services offerings, our SaaS solutions enable providers to streamline workflow and deliver an improved patient experience across our existing vertical markets including HME and home infusion, facility-based organizations including skilled nursing, senior living, and life plan communities, home health and hospice providers, and to adjacent provider
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART I | | | Item 1 | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
markets through a growing portfolio of value-added solutions with broad market applicability.
Our announced acquisition of MEDIFOX DAN in June 2022, pending regulatory clearances, will expand ResMed’s SaaS business outside the U.S. to Germany, and will add new out-of-hospital care sectors to the business’ ecosystem, including outpatient therapy.
In 2016,
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
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Between January 1 and June 30, 2020, ResMed produced over 150,000 ventilators –3.5 times more than the same period of time one year before.
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Long-term oxygen therapy, or LTOT, is indicated in chronic respiratory failure patients.
The administration of LTOT has been shown to increase survival rates in patients with severe resting hypoxemia.
In hypoxemic COPD patients, LTOT is associated with a lower mortality compared to nocturnal oxygen therapy alone and also associated with improved health-related quality of life measures.
In long-term COPD survivors with a history of chronic heart failure, LTOT is associated with a slowing of respiratory failure progression.
Our SaaS portfolio provides services across the HME, home health and hospice, skilled nursing, life plan community and senior living, and private duty services.
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| | |
| AirSense 10 Elite | An advanced fixed-pressure therapy device with an integrated humidifier and built-in wireless connectivity. It is designed to be intuitive and easy-to-use. |
| AirSense 10 CPAP | The AirSense 10 CPAP is a fixed-pressure therapy device and built-in wireless connectivity. It also provides compliance, AHI and leak data reporting. |
| AirSense 10 Auto | A premium auto-adjusting therapy device featuring AutoRamp™ with sleep onset detection, expiratory pressure relief (EPR™) and Easy-Breathe technology. The device also features built-in wireless connectivity. |
| AirSense 10 AutoSet for Her | The first complete sleep therapy solution tailored for women. The AirSense 10 AutoSet for Her is based on ResMed’s AutoSet algorithm. It responds to female-specific characteristics of sleep apnea and is tailored to meet the special sleep needs of women. |
| AirCurve 10 S | A bilevel device for patients who need extra pressure support or find it difficult to adjust to therapy on a fixed pressure continuous positive airway pressure device. The device features built-in wireless connectivity and works with our AirView™ patient monitoring software. |
| AirCurve 10 V Auto | An auto-adjusting bilevel device for patients who need greater pressure support to treat their obstructive sleep apnea. The device features built-in wireless connectivity and works with our AirView™ patient monitoring software. |
| AirCurve 10 ST | A bilevel device with backup rate that provides exceptional patient-ventilator synchrony, reducing the work of breathing so patients remain comfortable and well ventilated. The device features built-in wireless connectivity and works with our AirView™ patient monitoring software. |
| AirCurve 10 ST-A | A bilevel device that provides effective non-invasive ventilation for patients with respiratory insufficiency from conditions including neuromuscular disease, restrictive lung disorders, COPD and hypoventilation syndromes. |
| AirCurve 10 ASV and CS | Adaptive servo-ventilators specifically designed to treat patients exhibiting central sleep apnea (CSA), mixed sleep apnea and periodic breathing, with or without obstructive sleep apnea. These devices also feature built-in wireless connectivity and works with our AirView™ patient monitoring software. |
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| Stellar 100 and 150 | Pressure support and volume non-invasive ventilators with invasive capabilities designed to suit a range of environments and for various respiratory patient types. |
| Astral 100 and 150 | Pressure support and volume ventilators for invasive and non-invasive purposes so it can be used from the hospital to the home. |
| Lumis 100 and 150 | Pressure support non-invasive ventilators that support a variety of therapy modes with built-in wireless connectivity and integrated humidification. |
| Lumis ST-A | A Pressure support non-invasive ventilator that supports a variety of therapy modes with built-in wireless connectivity, integrated humidification and a range of fixed and adjustable alarms. |
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We do not sell our SaaS products in combined Europe, Asia, and other markets.
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Further, the California Privacy Rights Act, or CPRA, recently passed in California and not only revises but expands upon CCPA.
The majority of the provisions will go into effect on January 1, 2023, will supersede the CCPA, and additional compliance investment and potential business process changes may be required.
An excerpt. Shown here: 40 of 136 rewritten, 40 of 209 added and 40 of 81 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 4 unchanged
See Note [removed: 17] [added: 16] – Legal Actions, Contingencies and Commitments of the Notes to Consolidated Financial Statements (Part II, Item 8) included in this report, which is incorporated by reference herein.
Cover and table of contents
45 rewritten, 18 added, 8 removed, 39 unchanged
[removed: FORM 10-K][added: FORM 10-K]
[removed: \[X\]] [added: \[X\]] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE [removed: ACT OF 1934][added: ACT OF 1934]
For the fiscal year [removed: ended June 30, 2021][added: ended June 30, 2022]
Commission file [removed: number: 001-15317][added: number: 001-15317]
[removed: 9001 Spectrum Center] [added: 9001 Spectrum Center] Blvd.
San [removed: Diego, CA 92123][added: Diego, CA 92123]
(Address of principal executive [removed: offices)][added: offices, including zip code)]
[removed: (858) 836-5000][added: (858) 836-5000]
| Title of each class | | [removed: Trading Symbol(s)] | | [added: | | Trading Symbol(s) | | | | | |] Name of each exchange on which registered | [added: | |]
| Common Stock, par value $0.004 per share | | [added: | | | |] RMD | | [added: | | | |] New York Stock Exchange | [added: | |]
| Large Accelerated Filer | [added: | |] x | [added: | |] Accelerated Filer | [added: | |] ¨ | [added: | |]
| Non-accelerated Filer | [added: | |] ¨ | [added: | |] Smaller Reporting Company | [added: | |] ¨ | [added: | |]
| Emerging Growth Company | [added: | |] ¨ | | | [added: | | | | | |]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of December 31, [removed: 2020] [added: 2021] (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: $30,662,112,869.][added: $37,771,141,000.]
At August [removed: 12, 2021,] [added: 8, 2022, the] registrant had [removed: 145,681,186] [added: 146,424,981] shares of Common Stock, $0.004 par value, issued and outstanding.
Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with the registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this report.
[removed: ##### [Table of Contents](#TOC)][added: TABLE OF CONTENTS]
[removed: | | | [Cautionary] [added: Cautionary] Note Regarding [removed: Forward Looking Statements](#CAUTIONARY_NOTE_REGARDING_FORWARD_LOOKIN) | 1 |][added: Forward-Looking Statements]
| [removed: Part I] [added: [Part I](#i1f60984bb51544a482851b08d4a3bf6b_10)] | [removed: Item 1] | [removed: [Business](#BUSINESS)] | [removed: 1] [added: [Item 1](#i1f60984bb51544a482851b08d4a3bf6b_16)] | [added: | | [Business](#i1f60984bb51544a482851b08d4a3bf6b_16) | | | [1](#i1f60984bb51544a482851b08d4a3bf6b_16) | | |]
| | [removed: Item 1A] | [added: | [Item 1A](#i1f60984bb51544a482851b08d4a3bf6b_19) | | |] [Risk [removed: Factors](#RISK_FACTORS)] [added: Factors](#i1f60984bb51544a482851b08d4a3bf6b_19)] | [removed: 21] | [added: | [22](#i1f60984bb51544a482851b08d4a3bf6b_19) | | |]
| | [removed: Item 1B] | [added: | [Item 1B](#i1f60984bb51544a482851b08d4a3bf6b_22) | | |] [Unresolved Staff [removed: Comments](#UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#i1f60984bb51544a482851b08d4a3bf6b_22)] | [removed: 39] | [added: | [41](#i1f60984bb51544a482851b08d4a3bf6b_22) | | |]
| | [removed: Item 2] | [removed: [Properties](#PROPERTIES)] | [removed: 39] [added: [Item 2](#i1f60984bb51544a482851b08d4a3bf6b_25)] | [added: | | [Properties](#i1f60984bb51544a482851b08d4a3bf6b_25) | | | [41](#i1f60984bb51544a482851b08d4a3bf6b_25) | | |]
| | [removed: Item 3] | [added: | [Item 3](#i1f60984bb51544a482851b08d4a3bf6b_28) | | |] [Legal [removed: Proceedings](#LEGAL_PROCEEDINGS)] [added: Proceedings](#i1f60984bb51544a482851b08d4a3bf6b_28)] | [removed: 39] | [added: | [42](#i1f60984bb51544a482851b08d4a3bf6b_28) | | |]
| | [removed: Item 4] | [added: | [Item 4](#i1f60984bb51544a482851b08d4a3bf6b_31) | | |] [Mine Safety [removed: Disclosures](#MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#i1f60984bb51544a482851b08d4a3bf6b_31)] | [removed: 39] | [added: | [42](#i1f60984bb51544a482851b08d4a3bf6b_31) | | |]
| [removed: Part II] [added: [Part II](#i1f60984bb51544a482851b08d4a3bf6b_34)] | [removed: Item 5] | [added: | [Item 5](#i1f60984bb51544a482851b08d4a3bf6b_37) | | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#MARKETS_FOR_REGISTRANTS_COMMON_EQUITY)] [added: Securities](#i1f60984bb51544a482851b08d4a3bf6b_37)] | [removed: 40] | [added: | [43](#i1f60984bb51544a482851b08d4a3bf6b_37) | | |]
| | [removed: Item 6] | [added: | [Item 6](#i1f60984bb51544a482851b08d4a3bf6b_40) | | |] [Selected Financial [removed: Data](#SELECTED_FINANCIAL_DATA)] [added: Data](#i1f60984bb51544a482851b08d4a3bf6b_40)] | [removed: 42] | [added: | [44](#i1f60984bb51544a482851b08d4a3bf6b_40) | | |]
| | [removed: Item 7] | [added: | [Item 7](#i1f60984bb51544a482851b08d4a3bf6b_43) | | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#MANAGEMENTS_DISCUSSION_AND_ANALYSIS)] [added: Operations](#i1f60984bb51544a482851b08d4a3bf6b_43)] | [removed: 43] | [added: | [46](#i1f60984bb51544a482851b08d4a3bf6b_43) | | |]
| | [removed: Item 7A] | [added: | [Item 7A](#i1f60984bb51544a482851b08d4a3bf6b_79) | | |] [Quantitative and Qualitative Disclosures About Market and Business [removed: Risks](#QUANTITATIVE_AND_QUALITATIVE_DISCLOSURES)] [added: Risks](#i1f60984bb51544a482851b08d4a3bf6b_79)] | [removed: 54] | [added: | [59](#i1f60984bb51544a482851b08d4a3bf6b_79) | | |]
| | [removed: Item 8] | [added: | [Item 8](#i1f60984bb51544a482851b08d4a3bf6b_82) | | |] [Consolidated Financial Statements and Supplementary [removed: Data](#CONSOLIDATED_FINANCIAL_STATEMENTS_AND_SU)] [added: Data](#i1f60984bb51544a482851b08d4a3bf6b_82)] | [removed: 56] | [added: | [61](#i1f60984bb51544a482851b08d4a3bf6b_82) | | |]
| | [removed: Item 9] | [added: | [Item 9](#i1f60984bb51544a482851b08d4a3bf6b_169) | | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#CHANGES_IN_AND_DISAGREEMENTS)] [added: Disclosure](#i1f60984bb51544a482851b08d4a3bf6b_169)] | [removed: 86] | [added: | [92](#i1f60984bb51544a482851b08d4a3bf6b_169) | | |]
| | [removed: Item 9A] | [added: | [Item 9A](#i1f60984bb51544a482851b08d4a3bf6b_172) | | |] [Controls and [removed: Procedures](#CONTROLS_AND_PROCEDURES)] [added: Procedures](#i1f60984bb51544a482851b08d4a3bf6b_172)] | [removed: 86] | [added: | [92](#i1f60984bb51544a482851b08d4a3bf6b_172) | | |]
| | [removed: Item 9B] | [added: | [Item 9B](#i1f60984bb51544a482851b08d4a3bf6b_181) | | |] [Other [removed: Information](#OTHER_INFORMATION)] [added: Information](#i1f60984bb51544a482851b08d4a3bf6b_181)] | [removed: 89] | [added: | [95](#i1f60984bb51544a482851b08d4a3bf6b_181) | | |]
| [removed: Part III] [added: [Part III](#i1f60984bb51544a482851b08d4a3bf6b_184)] | [removed: Item 10] | [added: | [Item 10](#i1f60984bb51544a482851b08d4a3bf6b_187) | | |] [Directors, Executive Officers and Corporate [removed: Governance](#DIRECTORS_EXECUTIVE_OFFICERS_AND_CORPOR)] [added: Governance](#i1f60984bb51544a482851b08d4a3bf6b_187)] | [removed: 90] | [added: | [96](#i1f60984bb51544a482851b08d4a3bf6b_187) | | |]
| | [removed: Item 11] | [added: | [Item 11](#i1f60984bb51544a482851b08d4a3bf6b_190) | | |] [Executive [removed: Compensation](#EXECUTIVE_COMPENSATION)] [added: Compensation](#i1f60984bb51544a482851b08d4a3bf6b_190)] | [removed: 90] | [added: | [96](#i1f60984bb51544a482851b08d4a3bf6b_190) | | |]
| | [removed: Item 12] | [added: | [Item 12](#i1f60984bb51544a482851b08d4a3bf6b_193) | | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#SECURITY_OWNERSHIP_OF_CERTAIN_BENEFICIAL)] [added: Matters](#i1f60984bb51544a482851b08d4a3bf6b_193)] | [removed: 90] | [added: | [96](#i1f60984bb51544a482851b08d4a3bf6b_193) | | |]
| | [removed: Item 13] | [added: | [Item 13](#i1f60984bb51544a482851b08d4a3bf6b_196) | | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#CERTAIN_RELATIONSHIPS_AND_RELATED)] [added: Independence](#i1f60984bb51544a482851b08d4a3bf6b_196)] | [removed: 90] | [added: | [96](#i1f60984bb51544a482851b08d4a3bf6b_196) | | |]
| | [removed: Item 14] | [added: | [Item 14](#i1f60984bb51544a482851b08d4a3bf6b_199) | | |] [Principal Accounting Fees and [removed: Services](#PRINCIPAL_ACCOUNTING_FEES_AND_SERVICES)] [added: Services](#i1f60984bb51544a482851b08d4a3bf6b_199)] | [removed: 90] | [added: | [96](#i1f60984bb51544a482851b08d4a3bf6b_199) | | |]
| [removed: Part IV] [added: [Part IV](#i1f60984bb51544a482851b08d4a3bf6b_202)] | [removed: Item 15] | [added: | [Item 15](#i1f60984bb51544a482851b08d4a3bf6b_205) | | |] [Exhibits and Consolidated Financial Statement [removed: Schedules](#EXHIBITS_AND_CONSOLIDATED_FINANCIAL_STAT)] [added: Schedules](#i1f60984bb51544a482851b08d4a3bf6b_205)] | [removed: 91] | [added: | [97](#i1f60984bb51544a482851b08d4a3bf6b_205) | | |]
| | [removed: Item 16] | [added: | [Item 16](#i1f60984bb51544a482851b08d4a3bf6b_208) | | |] [Form 10-K [removed: Summary](#Item16_10K_Summary)] [added: Summary](#i1f60984bb51544a482851b08d4a3bf6b_208)] | [removed: 92] | [added: | [98](#i1f60984bb51544a482851b08d4a3bf6b_208) | | |]
| PART I | [added: | |] Item 1 | [added: | |]
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
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___________________________________________________________________________________________
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| | | | | | | [Signatures](#i1f60984bb51544a482851b08d4a3bf6b_211) | | | [99](#i1f60984bb51544a482851b08d4a3bf6b_211) | | |
[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
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.
Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by the COVID-19 pandemic and the impact of varying private and governmental responses that affect our customers, employees, vendors and the economies and communities where they operate.
______________________________________________________________________________________________
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TABLE OF CONTENTS
| | | [Signatures](#SIGNATURES) | 93 |
| --- | --- |
An excerpt. Shown here: 40 of 45 rewritten, all 18 added and all 8 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
1 rewritten, 0 added, 0 removed, 0 unchanged
We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more before the end of our fiscal year [removed: 2021] [added: 2022] that remain unresolved.
Item 2. PROPERTIES
15 rewritten, 6 added, 2 removed, 6 unchanged
Other facilities are in Atlanta, Georgia, [removed: and] Moreno Valley, California, [added: Chatsworth, California, and Bloomington, Minnesota,] U.S.A.; Singapore; Munich, Germany; Lyon, France; Suzhou, China; [added: Halifax, Canada;] and Johor Bahru, Malaysia.
At June 30, [removed: 2021,] [added: 2022,] our principal owned and leased properties were as follows:
| Location | | [added: |] Ownership [removed: Status(Owned] [added: Status (Owned] / Leased) | [removed: Squarefootage] | | [added: Square footage | | |] Primary Usage | [added: | |]
| [removed: |] San Diego, California | [added: | |] Owned | [added: | |] 230,000 | | [added: |] Corporate headquarters, engineering, research and development, sales and administration | [added: | |]
| [removed: |] Sydney, Australia | [added: | |] Owned | [added: | |] 224,000 | | [added: |] Manufacturing, engineering, research and development, sales and administration | [added: | |]
| [removed: |] Suzhou, China | [added: | |] Owned | [added: | |] 53,000 | | [added: |] Manufacturing, [added: warehouse,] engineering, research and development | [added: | |]
| [removed: |] Atlanta, Georgia | [added: | |] Leased | [added: | |] 522,000 | | [added: |] Manufacturing, warehouse and distribution, SaaS sales and administration, engineering, research and development | [added: | |]
| [removed: |] Singapore [removed: (1)] | [added: | |] Leased | [removed: 299,000] | | [added: 305,000 | | |] Manufacturing, engineering, research and development, sales and administration | [added: | |]
| [removed: |] Moreno Valley, California | [added: | |] Leased | [added: | |] 244,000 | | [added: |] Warehouse and distribution | [added: | |]
| [removed: |] Chatsworth, California | [added: | |] Leased | [added: | |] 72,000 | | [added: |] Manufacturing, engineering, research and development | [added: | |]
| [removed: |] Munich, Germany | [added: | |] Leased | [added: | |] 60,000 | | [added: |] Sales and distribution | [added: | |]
| [removed: |] Lyon, France | [added: | |] Leased | [added: | |] 52,000 | | [added: |] Sales and distribution | [added: | |]
| [added: Bloomington, Minnesota] | [removed: Minneapolis, United States] | [added: |] Leased | [added: | |] 51,000 | | [added: |] SaaS sales and administration, engineering, research and development | [added: | |]
| [removed: |] Halifax, Canada | [added: | |] Leased | [added: | |] 47,000 | | [added: |] Engineering, research and development | [added: | |]
| [removed: | Johor Bahru,] [added: Johor,] Malaysia | [added: | |] Leased | [removed: 46,000] | | [added: 155,000 | | |] Manufacturing, engineering, research and development | [added: | |]
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| PART I | | | Item 1B — 4 | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
We have established a new, purpose-built manufacturing facility in Tuas, Singapore that has replaced our former Loyang facility.
(1)Leased property in Singapore excludes our 95,000 square foot Loyang manufacturing facility, which was in the process of being vacated and did not have significant operations as of June 30, 2021.
Item 4. MINE SAFETY DISCLOSURES
3 rewritten, 3 added, 2 removed, 2 unchanged
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART II | [added: | |] Item 5 | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
12 rewritten, 9 added, 10 removed, 15 unchanged
As of July 31, [removed: 2021,] [added: 2022,] there were [removed: 28] [added: 26] holders of record of our common stock, although the actual number of stockholders of our common stock is greater than this number of holders of record and many of these holders of record own shares as nominees on behalf of other beneficial owners.
As a result, we did not repurchase any shares during the twelve months ended June 30, [removed: 2021.][added: 2022.]
[removed: At] June 30, [removed: 2021,] [added: 2022,] 12.9 million additional shares can be repurchased under the approved share repurchase program.
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART II | [added: | |] Item 5 | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
The following graph compares the cumulative total stockholders return on our common stock from June 30, [removed: 2016] [added: 2017] through June 30, [removed: 2021,] [added: 2022,] with the comparable cumulative return of the S&P 500 index, the S&P 500 Health Care index, and the Dow Jones U.S. Medical Devices index.
The graph assumes that $100 was invested in our common stock and each index on June 30, [removed: 2016.][added: 2017.]
[removed: ][added: ]
The following table shows total indexed return of stock price plus reinvestments of dividends, assuming an initial investment of $100 at June 30, [removed: 2016,] [added: 2017,] for the indicated periods.
| | [added: | |] As of June 30, | | | | | | [added: | | | | | | | | | | | |]
| Index | [removed: 2016] | [added: |] 2017 | [added: | |] 2018 | [added: | |] 2019 | [added: | |] 2020 | [added: | |] 2021 | [added: | | 2022 | | |]
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ResMed Inc. | | | 100 | | | 135 | | | 162 | | | 257 | | | 332 | | | 285 | | |
| S&P 500 | | | 100 | | | 114 | | | 123 | | | 130 | | | 180 | | | 158 | | |
| S&P 500 Health Care | | | 100 | | | 105 | | | 117 | | | 127 | | | 160 | | | 163 | | |
| Dow Jones U.S. Medical Devices | | | 100 | | | 121 | | | 145 | | | 160 | | | 219 | | | 184 | | |
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| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| ResMed Inc. | 100 | 126 | 170 | 203 | 323 | 418 |
| S&P 500 | 100 | 115 | 130 | 140 | 148 | 205 |
| S&P 500 Health Care | 100 | 111 | 116 | 129 | 141 | 177 |
| Dow Jones U.S. Medical Devices | 100 | 123 | 148 | 178 | 195 | 266 |
\-41\-
| PART II | Item 6 |
Item 6. SELECTED FINANCIAL DATA
41 rewritten, 13 added, 4 removed, 3 unchanged
The following table summarizes certain selected consolidated financial data for, and as of the end of, each of the fiscal years in the five-year period ended June 30, [removed: 2021.][added: 2022.]
The consolidated statement of income data for the years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] and the consolidated balance sheet data as of June 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are derived from our audited consolidated financial statements included elsewhere in this report.
The consolidated statement of income data for the years ended June 30, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and the consolidated balance sheet data as of June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] are derived from our audited consolidated financial [removed: statements not included in this report.]
| Consolidated Statement of Income Data | | [added: | | | |] Years Ended June 30, | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]
| (In thousands, except per share data): | | [added: | | | | 2022 | | | | | |] 2021 | | | [added: | | |] 2020 | | | [added: | | |] 2019 | | | [removed: 2018] | | | [removed: 2017] [added: 2018] | | [added: |]
| Net revenue | | | [added: | | | $ | 3,578,127 | | | | | $ |] 3,196,825 | | | [added: | | $ |] 2,957,013 | | | [added: | | $ |] 2,606,572 | | | [removed: 2,340,196] | | [added: $] | [removed: 2,066,737] [added: 2,340,196] | [added: |]
| Cost of sales (exclusive of amortization shown separately below) | | | [added: | | | 1,514,166 | | | | | |] 1,312,598 | | | [added: | | |] 1,189,624 | | | [added: | | |] 1,069,987 | | | [removed: 978,032] | | | [removed: 864,992] [added: 978,032] | [added: | |]
| Amortization of acquired intangible assets | | | [added: | | | 39,650 | | | | | |] 45,127 | | | [added: | | |] 49,603 | | | [added: | | |] 42,514 | | | [removed: 27,266] | | | [removed: 29,477] [added: 27,266] | [added: | |]
| Total cost of sales | | | [added: | | | 1,553,816 | | | | | |] 1,357,725 | | | [added: | | |] 1,239,227 | | | [added: | | |] 1,112,501 | | | [removed: 1,005,298] | | | [removed: 894,469] [added: 1,005,298] | [added: | |]
| Gross profit | | | [added: | | | 2,024,311 | | | | | |] 1,839,100 | | | [added: | | |] 1,717,786 | | | [added: | | |] 1,494,071 | | | [removed: 1,334,898] | | | [removed: 1,172,268] [added: 1,334,898] | [added: | |]
| Selling, general and administrative expenses | | | [added: | | | 739,372 | | | | | |] 670,387 | | | [added: | | |] 676,689 | | | [added: | | |] 645,010 | | | [removed: 600,369] | | | [removed: 553,968] [added: 600,369] | [added: | |]
| Research and development expenses | | | [added: | | | 253,575 | | | | | |] 225,284 | | | [added: | | |] 201,946 | | | [added: | | |] 180,651 | | | [removed: 155,149] | | | [removed: 144,467] [added: 155,149] | [added: | |]
| Amortization of acquired intangible assets | | | [added: | | |] 31,078 | | | [added: | | | 31,078 | | | | | |] 30,092 | | | [added: | | |] 32,424 | | | [removed: 19,117] | | | [removed: 17,101] [added: 19,117] | [added: | |]
| Restructuring expenses | | | [added: | | | — | | | | | |] 8,673 | | | [removed: \-] | | | [added: — | | | | | |] 9,401 | | | [removed: 18,432] | | | [removed: 12,358] [added: 18,432] | [added: | |]
| Litigation settlement expenses | | | [removed: \-] | | | [added: — | | | | | | — | | | | | |] (600) | | | [added: | | |] 41,199 | | | [removed: \-] | | | [removed: 8,500] [added: —] | [added: | |]
| Acquisition related expenses | | | [removed: \-] | | | [removed: \-] [added: —] | | | [added: | | | — | | | | | | — | | | | | |] 6,123 | | | [removed: \-] | | | [removed: 10,076] [added: —] | [added: | |]
| Total operating expenses | | | [added: | | | 1,024,025 | | | | | |] 935,422 | | | [added: | | |] 908,127 | | | [added: | | |] 914,808 | | | [removed: 793,067] | | | [removed: 746,470] [added: 793,067] | [added: | |]
| Income from operations | | | [added: | | | 1,000,286 | | | | | |] 903,678 | | | [added: | | |] 809,659 | | | [added: | | |] 579,263 | | | [removed: 541,831] | | | [removed: 425,798] [added: 541,831] | [added: | |]
| Other income: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | |]
| Interest income (expense), net | | | [added: | | | (22,312) | | | | | |] (23,627) | | | [added: | | |] (39,356) | | | [added: | | |] (33,857) | | | [removed: (11,977)] | | | [removed: (11,151)] [added: (11,977)] | [added: | |]
| Loss attributable to equity method investments | | | [added: | | | (8,486) | | | | | |] (11,205) | | | [added: | | |] (25,058) | | | [added: | | |] (15,833) | | | [removed: \-] | | | [removed: \-] [added: —] | [added: | |]
| Other, net | | | [added: | | | (9,005) | | | | | |] 14,816 | | | [added: | | |] (12,157) | | | [added: | | |] (10,726) | | | [removed: (8,542)] | | | [removed: 4,096] [added: (8,542)] | [added: | |]
| Total other income (loss), net | | | [added: | | | (39,803) | | | | | |] (20,016) | | | [added: | | |] (76,571) | | | [added: | | |] (60,416) | | | [removed: (20,519)] | | | [removed: (7,055)] [added: (20,519)] | [added: | |]
| Income before income taxes | | | [added: | | | 960,483 | | | | | |] 883,662 | | | [added: | | |] 733,088 | | | [added: | | |] 518,847 | | | [removed: 521,312] | | | [removed: 418,743] [added: 521,312] | [added: | |]
| Income taxes | | | [added: | | | 181,046 | | | | | |] 409,157 | | | [added: | | |] 111,414 | | | [added: | | |] 114,255 | | | [removed: 205,724] | | | [removed: 76,459] [added: 205,724] | [added: | |]
| Net income | | [added: | | | |] $ | [added: 779,437 | | | | | $ |] 474,505 | | [added: | | |] $ | 621,674 | | [added: | | |] $ | 404,592 | | [removed: $] | [removed: 315,588] | | $ | [removed: 342,284] [added: 315,588] | [added: |]
| Basic earnings per share | | [added: | | | |] $ | [added: 5.34 | | | | | $ |] 3.27 | | [added: | | |] $ | 4.31 | | [added: | | |] $ | 2.83 | | [removed: $] | [removed: 2.21] | | $ | [removed: 2.42] [added: 2.21] | [added: |]
| Diluted earnings per share | | [added: | | | |] $ | [added: 5.30 | | | | | $ |] 3.24 | | [added: | | |] $ | 4.27 | | [added: | | |] $ | 2.80 | | [removed: $] | [removed: 2.19] | | $ | [removed: 2.40] [added: 2.19] | [added: |]
| Dividends per share | | [added: | | | |] $ | [added: 1.68 | | | | | $ |] 1.56 | | [added: | | |] $ | 1.56 | | [added: | | |] $ | 1.48 | | [removed: $] | [removed: 1.40] | | $ | [removed: 1.32] [added: 1.40] | [added: |]
| Weighted average: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | |]
| Basic shares outstanding | | | [added: | | | 146,066 | | | | | |] 145,313 | | | [added: | | |] 144,338 | | | [added: | | |] 143,111 | | | [removed: 142,764] | | | [removed: 141,360] [added: 142,764] | [added: | |]
| Diluted shares outstanding | | | [added: | | | 147,043 | | | | | |] 146,451 | | | [added: | | |] 145,652 | | | [added: | | |] 144,484 | | | [removed: 143,987] | | | [removed: 142,453] [added: 143,987] | [added: | |]
| | | [added: | | | |] As of June 30, | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]
| Consolidated Balance Sheet Data (In thousands): | | [added: | | | | 2022 | | | | | |] 2021 | | | [added: | | |] 2020 | | | [added: | | |] 2019 | | | [removed: 2018] | | | [removed: 2017] [added: 2018] | | [added: |]
| Working capital | | [added: | | | |] $ | [added: 1,242,179 | | | | | $ |] 662,991 | | [added: | | |] $ | 920,698 | | [added: | | |] $ | 589,375 | | [removed: $] | [removed: 554,468] | | $ | [removed: 1,283,877] [added: 554,468] | [added: |]
| Total assets | | | [added: | | | 5,095,853 | | | | | |] 4,728,125 | | | [added: | | |] 4,587,376 | | | [added: | | |] 4,107,682 | | | [removed: 3,063,923] | | | [removed: 3,468,487] [added: 3,063,923] | [added: | |]
| Long-term debt, less current maturities | | | [added: | | | 765,325 | | | | | |] 643,351 | | | [added: | | |] 1,164,133 | | | [added: | | |] 1,258,861 | | | [removed: 269,988] | | | [removed: 1,078,611] [added: 269,988] | [added: | |]
| Total stockholders’ equity | | [added: | | | |] $ | [added: 3,360,751 | | | | | $ |] 2,885,679 | | [added: | | |] $ | 2,497,027 | | [added: | | |] $ | 2,072,193 | | [removed: $] | [removed: 2,058,980] | | $ | [removed: 1,960,266] [added: 2,058,980] | [added: |]
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART II | [added: | |] Item [removed: 7] [added: 6] | [added: | |]
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statements not included in this report.
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\-45-
[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART II | | | Item 7 | | |
| | | | | | | | | | | | | | | | |
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\-42\-
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An excerpt. Shown here: 40 of 41 rewritten, all 13 added and all 4 removed. The counts are complete. For every sentence, read Item 6. SELECTED FINANCIAL DATA in the FY2022 filing and the FY2021 filing.
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
542 rewritten, 409 added, 182 removed, 294 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#AUDITORS_REPORT)] [added: Firm](#i1f60984bb51544a482851b08d4a3bf6b_85) (KPMG LLP, San Diego, CA, Auditor Firm ID: 185)] | [removed: 57] | [added: | [62](#i1f60984bb51544a482851b08d4a3bf6b_85) | | |]
| [Consolidated Balance Sheets as of June 30, [removed: 2021 and 2020](#BALANCE_SHEET)] [added: 202](#i1f60984bb51544a482851b08d4a3bf6b_88)[2](#i1f60984bb51544a482851b08d4a3bf6b_88) [and 202](#i1f60984bb51544a482851b08d4a3bf6b_88)[1](#i1f60984bb51544a482851b08d4a3bf6b_88)] | [removed: 59] | [added: | [64](#i1f60984bb51544a482851b08d4a3bf6b_88) | | |]
| [Consolidated Statements of Income for the years ended June 30, [removed: 2021, 2020 and 2019](#INCOME_STATEMENT)] [added: 202](#i1f60984bb51544a482851b08d4a3bf6b_91)[2](#i1f60984bb51544a482851b08d4a3bf6b_91)[, 202](#i1f60984bb51544a482851b08d4a3bf6b_91)[1](#i1f60984bb51544a482851b08d4a3bf6b_91) [and 2](#i1f60984bb51544a482851b08d4a3bf6b_91)[02](#i1f60984bb51544a482851b08d4a3bf6b_91)[0](#i1f60984bb51544a482851b08d4a3bf6b_91)] | [removed: 60] | [added: | [65](#i1f60984bb51544a482851b08d4a3bf6b_91) | | |]
| [Consolidated Statements of Comprehensive Income for the years ended June 30, [removed: 2021, 2020 and 2019](#COMPREHENSIVE_INCOME)] [added: 202](#i1f60984bb51544a482851b08d4a3bf6b_94)[2](#i1f60984bb51544a482851b08d4a3bf6b_94)[, 202](#i1f60984bb51544a482851b08d4a3bf6b_94)[1](#i1f60984bb51544a482851b08d4a3bf6b_94) [and 20](#i1f60984bb51544a482851b08d4a3bf6b_94)[20](#i1f60984bb51544a482851b08d4a3bf6b_94)] | [removed: 61] | [added: | [66](#i1f60984bb51544a482851b08d4a3bf6b_94) | | |]
| [Consolidated Statements of Stockholders’ Equity for the years ended June 30, [removed: 2021, 2020 and 2019](#EQUITY_STATEMENT)] [added: 202](#i1f60984bb51544a482851b08d4a3bf6b_97)[2](#i1f60984bb51544a482851b08d4a3bf6b_97)[, 202](#i1f60984bb51544a482851b08d4a3bf6b_97)[1](#i1f60984bb51544a482851b08d4a3bf6b_97) [and 20](#i1f60984bb51544a482851b08d4a3bf6b_97)[20](#i1f60984bb51544a482851b08d4a3bf6b_97)] | [removed: 62] | [added: | [67](#i1f60984bb51544a482851b08d4a3bf6b_97) | | |]
| [Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2021, 2020 and 2019](#CASH_FLOWS)] [added: 202](#i1f60984bb51544a482851b08d4a3bf6b_100)[2](#i1f60984bb51544a482851b08d4a3bf6b_100)[, 202](#i1f60984bb51544a482851b08d4a3bf6b_100)[1](#i1f60984bb51544a482851b08d4a3bf6b_100) [and 20](#i1f60984bb51544a482851b08d4a3bf6b_100)[20](#i1f60984bb51544a482851b08d4a3bf6b_100)] | [removed: 63] | [added: | [68](#i1f60984bb51544a482851b08d4a3bf6b_100) | | |]
| [Notes to Consolidated Financial [removed: Statements](#NOTES_TO_FINANCIAL_STATEMENTS)] [added: Statements](#i1f60984bb51544a482851b08d4a3bf6b_103)] | [removed: 64] | [added: | [69](#i1f60984bb51544a482851b08d4a3bf6b_103) | | |]
[removed: | [Schedule II – Valuation and Qualifying Accounts and Reserves](#SCHEDULE_II) | 85 |][added: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES]
Quarterly Financial Information (unaudited)—The quarterly results for the years ended June 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are summarized below (in thousands, except per share amounts):
| 2021 | | [removed: FirstQuarter] | | | [removed: SecondQuarter] | [added: First Quarter] | | [removed: ThirdQuarter] | | | [removed: FourthQuarter] | [added: Second Quarter] | | [removed: FiscalYear] | | [added: | | Third Quarter | | | | | | Fourth Quarter | | | | | | Fiscal Year | | |]
| Net revenue | | [added: | | | |] $ | 751,944 | | [added: | | |] $ | 800,011 | | [added: | | |] $ | 768,767 | | [added: | | |] $ | 876,103 | | [added: | | |] $ | 3,196,825 | [added: |]
| Gross profit | | | [added: | | |] 438,661 | | | [added: | | |] 462,483 | | | [added: | | |] 447,258 | | | [added: | | |] 490,696 | | | [added: | | |] 1,839,100 | [added: | |]
| Net income (loss) | | | [added: | | |] 178,372 | | | [added: | | |] 179,514 | | | [added: | | |] (78,481) | | | [added: | | |] 195,098 | | | [added: | | |] 474,505 | [added: | |]
| Basic earnings (loss) per share | | | [added: | | |] 1.23 | | | [added: | | |] 1.24 | | | [added: | | |] (0.54) | | | [added: | | |] 1.34 | | | [added: | | |] 3.27 | [added: | |]
| Diluted earnings (loss) per share | | | [added: | | |] 1.22 | | | [added: | | |] 1.23 | | | [added: | | |] (0.54) | | | [added: | | |] 1.33 | | | [added: | | |] 3.24 | [added: | |]
| [removed: 2020] [added: 2022] | | [removed: FirstQuarter] | | | [removed: SecondQuarter] | [added: First Quarter] | | [removed: ThirdQuarter] | | | [removed: FourthQuarter] | [added: Second Quarter] | | [removed: FiscalYear] | | [added: | | Third Quarter | | | | | | Fourth Quarter | | | | | | Fiscal Year | | |]
| Basic earnings per share | | | [removed: 0.84] [added: $] | [added: 5.34] | | [removed: 1.11] | | | [removed: 1.13] [added: $] | [added: 3.27] | | [removed: 1.23] | | | [added: $ |] 4.31 | [added: |]
| Diluted earnings per share | | | [removed: 0.83] [added: $] | [added: 5.30] | | [removed: 1.10] | | | [removed: 1.12] [added: $] | [added: 3.24] | | [removed: 1.22] | | | [added: $ |] 4.27 | [added: |]
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART II | [added: | |] Item 8 | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
[removed: ResMed] [added: ResMed] Inc.:
We have audited the accompanying consolidated balance sheets of ResMed Inc. and subsidiaries (the Company) as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August [removed: 16, 2021] [added: 11, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
We evaluated the design and tested the operating effectiveness of certain internal controls related to the [removed: uncertain tax position related to the ATO audits, including the gross unrecognized tax benefits and related tax credits and deductions.][added: evaluation of goodwill impairment.]
[removed: Consolidated] [added: Consolidated] Balance [removed: Sheets][added: Sheets]
[removed: June] [added: June] 30, [added: 2022,] 2021 and [removed: 2020][added: 2020]
[removed: (In] [added: (In US$ and in] thousands, except share and per share [removed: data)][added: data)]
| | [added: | |] June [removed: 30,2021] [added: 30, 2022] | | | [added: | | |] June [removed: 30,2020] [added: 30, 2021] | | [added: | | | | June 30, 2020 | | |]
| Assets | | | | | | [added: | | | | | |]
| Current assets: | | | | | | [added: | | | | | |]
| Cash and cash equivalents [added: at beginning of period] | [removed: $] | [added: |] 295,278 | | [removed: $] | [added: | | |] 463,156 | [added: | | | | | 147,128 | | |]
| Accounts receivable, net of allowances of [removed: $32,138] [added: $23,259] and [removed: $28,508 ] [added: $32,138] at June 30, [removed: 2021] [added: 2022] and June 30, [removed: 2020,] [added: 2021,] respectively | | [removed: 614,292] | [added: 575,950] | | [removed: 474,643] | [added: | | | 614,292 | | |]
| Inventories (note 4) | | [removed: 457,033] | [added: 743,910] | | [removed: 416,915] | [added: | | | 457,033 | | |]
| Prepaid taxes | | [removed: 72,409] | [added: $] | [added: 99,352] | [removed: 93,484] | [added: | | | $ | 72,409 | |]
| [removed: Prepaid] [added: Prepaid] expenses and other current [removed: assets] [added: assets] | | [removed: 135,745] | [added: 2022] | | [removed: 75,261] | [added: | | | 2021 | | |]
| Total current assets | | [removed: 1,574,757] | [added: 1,931,478] | | [removed: 1,523,459] | [added: | | | 1,574,757 | | |]
| Non-current assets: | | | | | | [added: | | | | | |]
| Property, plant and equipment, net (note 4) | | [removed: 463,490] | [added: 498,181] | | [removed: 417,335] | [added: | | | 463,490 | | |]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenue | | | | | | $ | 904,015 | | | | | $ | 894,874 | | | | | $ | 864,500 | | | | | $ | 914,737 | | | | | $ | 3,578,127 | |
| Gross profit | | | | | | 506,289 | | | | | | 504,318 | | | | | | 491,197 | | | | | | 522,506 | | | | | | 2,024,311 | | |
| Net income | | | | | | 203,613 | | | | | | 201,751 | | | | | | 179,012 | | | | | | 195,061 | | | | | | 779,437 | | |
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| --- | --- | --- | --- | --- | --- |
*Evaluation of goodwill triggering events*
As discussed in Notes 2(i) and 5 to the consolidated financial statements, the Company’s goodwill balance was $1,936 million as of June 30, 2022.
The Company performs goodwill impairment testing on an annual basis and whenever events or changes in circumstances indicate that the carrying value of a reporting unit, including goodwill, might exceed the fair value of the reporting unit.
In the current year, the Company performed qualitative, or Step 0, assessments to determine whether there was a greater than 50 percent likelihood that the fair value of each reporting unit was less than its carrying value.
After completing Step 0, the Company determined that goodwill was not more likely than not impaired and, therefore, no Step 1, or quantitative assessment, was necessary.
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART II | | | Item 8 | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
We identified the evaluation of goodwill triggering events as a critical audit matter.
The evaluation of potential triggering events, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, market capitalization and events specific to the entity and reporting units, required a higher degree of auditor judgment.
These potential triggering events could have a significant effect on the Company’s Step 0 assessment and the determination of whether further quantitative analysis of goodwill impairment was required.
This included a control related to the Company’s assessment of potential goodwill triggering events.
We evaluated the Company’s Step 0 assessment for its reporting units by:
- considering macroeconomic conditions including gross domestic product, labor market, and inflation by key regions around the world for negative indicators
- evaluating information from analyst reports in the enterprise software and sleep and respiratory care industries, which were compared to industry and market considerations used by the Company
- analyzing information including changes in the costs of raw materials and labor, the financial performance of the reporting units, the Company’s market capitalization, and other entity and reporting-unit specific events.
August 11, 2022
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_1)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART II | | | Item 8 | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | June 30, 2022 | | | | | | June 30, 2021 | | |
| Cash and cash equivalents | | | $ | 273,710 | | | | | $ | 295,278 | |
| Prepaid expenses and other current assets (note 4) | | | 337,908 | | | | | | 208,154 | | |
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| | |
| --- | --- |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenue | | $ | 681,056 | | $ | 736,157 | | $ | 769,455 | | $ | 770,343 | | $ | 2,957,013 |
| Gross profit | | | 391,619 | | | 427,130 | | | 449,662 | | | 449,372 | | | 1,717,786 |
| Net income | | | 120,148 | | | 160,554 | | | 163,137 | | | 177,835 | | | 621,674 |
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*Change in Accounting Principle*
The Company has changed its method of accounting for leases as of July 1, 2019 due to the adoption of the FASB’s Accounting Standards Codification Topic 842, *Leases*.
*Evaluation of the uncertain tax position related to Australian Tax Office audits*
As discussed in Note 14 to the consolidated financial statements, the Company’s tax filings in Australia for the years 2009 through 2018 (the Audit Period) are under audit by the Australian Tax Office (ATO).
The Company believes it is more likely than not (greater than a 50% likelihood) that its tax position would be upheld in litigation.
However, the Company is engaged
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in advanced discussions with the ATO to settle the dispute for the entire Audit Period and has recorded $395.3 million of gross unrecognized tax benefits, adjusted for tax credits and deductions of $146.6 million.
We identified the evaluation of the uncertain tax position and related tax credits and deductions related to the ATO audits as a critical audit matter.
This critical audit matter required challenging auditor judgment due to the nature and the complexity of the applicable tax laws and regulations and involved tax professionals with specialized skills and knowledge.
We involved tax professionals with specialized skills and knowledge, who assisted in:
reading notices, assessments, and other correspondence between the Company and the ATO in connection with the Audit Period
evaluating the Company’s analysis of the applicable tax laws with the facts, assumptions, and representations made by the Company
recalculating the Company’s determination of the gross unrecognized tax benefits and the related tax credits and deductions
inquiring of third-party legal and tax advisors about the Company’s determination to adjust the gross unrecognized tax benefit related to the ATO audits for certain tax credits and deductions.
August 16, 2021
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| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Acquisition related expenses (note 18) | | | \- | | | \- | | | 6,123 |
| Interest income | | | 362 | | | 1,021 | | | 2,299 |
| Other, net (note 13) | | | 14,816 | | | (12,157) | | | (10,726) |
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(In thousands)
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Shares | Amount | | Capital | | Shares | Amount | | Earnings | | Income (Loss) | | Total | |
| Balance, June 30, 2018 | 184,316 | $ | 571 | $ | 1,450,821 | (41,636) | $ | (1,600,412) | $ | 2,432,328 | $ | (224,328) | $ | 2,058,980 |
| Treasury stock purchases | \- | | (1) | | \- | (200) | | (22,844) | | \- | | \- | | (22,845) |
| Net income | \- | | \- | | \- | \- | | \- | | 404,592 | | \- | | 404,592 |
An excerpt. Shown here: 40 of 542 rewritten, 40 of 409 added and 40 of 182 removed. The counts are complete. For every sentence, read Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
12 rewritten, 16 added, 5 removed, 34 unchanged
As required by SEC Rule 13a-15(b), 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 June 30, [removed: 2021.][added: 2022.]
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 June 30, [removed: 2021.][added: 2022.]
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART II | [added: | |] Items 9 – 9B | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
Management assessed the effectiveness of our internal control over financial reporting as of June 30, [removed: 2021.][added: 2022.]
Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of [removed: its] [added: our] internal control over financial reporting.
Based on that assessment under the framework in Internal Control-Integrated Framework (2013), management concluded that the company’s internal control over financial reporting was effective as of June 30, [removed: 2021.][added: 2022.]
[removed: ResMed] [added: ResMed] Inc.:
We have audited ResMed Inc. and subsidiaries' (the Company) internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated August [removed: 16, 2021] [added: 11, 2022] expressed an unqualified opinion on those consolidated financial statements.
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| | | | | | |
| --- | --- | --- | --- | --- | --- |
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART II | | | Items 9 – 9B | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
August 11, 2022
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| PART II | | | Items 9 – 9B | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
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| --- | --- |
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August 16, 2021
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Item 9B. OTHER INFORMATION
3 rewritten, 3 added, 2 removed, 2 unchanged
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART III | [added: | |] Items 10 – 14 | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
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| | | | | | |
| --- | --- | --- | --- | --- | --- |
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| --- | --- |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 3 added, 0 removed, 0 unchanged
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, [removed: 2021.][added: 2022.]
We have filed as exhibits to this report for the year ended June 30, [removed: 2021,] [added: 2022,] the certifications of our chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Code of Conduct
We have adopted a Code of Business Conduct & Ethics that applies to our board of directors and all of our employees, including our chief executive officer and principal financial officer.
Our code of conduct is available at our website by visiting *https://investor.resmed.com/* and clicking through “Investors,” “Corporate Governance,” “Corporate Governance Documents,” and “Code of Conduct -English.” When required by the rules of the NYSE, or the Securities and Exchange Commission, or SEC, we will disclose any future amendment to, or waiver of, any provision of the code of conduct for our chief executive officer and principal financial officer or any member or members of our board of directors on our website within four business days following the date of such amendment or waiver
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, [removed: 2021.][added: 2022.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, [removed: 2021.][added: 2022.]
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, [removed: 2021.][added: 2022.]
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
4 rewritten, 3 added, 2 removed, 1 unchanged
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, [removed: 2021.][added: 2022.]
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART IV | [added: | |] Items 15 – 16 | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
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| | | | | | |
| --- | --- | --- | --- | --- | --- |
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| --- | --- |
Item 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
29 rewritten, 14 added, 9 removed, 1 unchanged
| (a) | [added: | |] 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. | [added: | |]
| (b) | [added: | |] Exhibit Lists | [added: | |]
| 2.1 | [added: | |] [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) [removed: (Incorporated] [added: [(Incorporated] by reference to Exhibit 2.1 to the Registrant’s Report on Form 8-K filed on November 8, [removed: 2018)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/943819/000119312518322531/d650415dex21.htm)] | [added: | |]
| 3.1 | [added: | |] [First Restated Certificate of Incorporation of ResMed Inc., as [removed: amended.](http://www.sec.gov/Archives/edgar/data/943819/000119312513416916/d604032dex31.htm) (Incorporated] [added: amended.](https://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, [removed: 2013)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/943819/000119312513416916/d604032dex31.htm)] | [added: | |]
| 3.2 | [removed: [Sixth] [added: | | [Seventh] Amended and Restated Bylaws of ResMed [removed: Inc.](https://www.sec.gov/Archives/edgar/data/943819/000119312520050062/d896857dex31.htm)] [added: Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution September 10, 2021)] (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on [removed: February 26, 2020)] [added: September 13, 2021)](https://www.sec.gov/Archives/edgar/data/943819/000119312521271405/d215540dex31.htm)] | [added: | |]
| 4.1 | [added: | |] 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) | [added: | |]
| 4.2 | [added: | |] [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) [removed: (Incorporated] [added: [(Incorporated] by reference to Exhibit 4.2 to the Registrant’s Report on Form 10-K filed on August 13, [removed: 2020)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/943819/000094381920000013/rmd-20200630xex4_2.htm)] | [added: | |]
| 10.1* | [added: | |] [Form of Indemnification Agreements for our directors and [removed: officers.](http://www.sec.gov/Archives/edgar/data/943819/000119312509136727/dex101.htm) (Incorporated] [added: officers.](https://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, [removed: 2009)] [added: 2009)](https://www.sec.gov/Archives/edgar/data/943819/000119312509136727/dex101.htm)] | [added: | |]
| 10.2* | [added: | |] [Form of Access Agreement for [removed: directors.](http://www.sec.gov/Archives/edgar/data/943819/000119312509136727/dex102.htm) (Incorporated] [added: directors.](https://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, [removed: 2009)] [added: 2009)](https://www.sec.gov/Archives/edgar/data/943819/000119312509136727/dex102.htm)] | [added: | |]
| 10.4* | [added: | |] [Amendment and Restatement to the ResMed Inc. 2009 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/943819/000119312517293062/d456787ddef14a.htm) [removed: (Incorporated] [added: [(Incorporated] by reference to Appendix B of ResMed Inc.’s Proxy Statement filed with the Securities and Exchange Commission on September 25, [removed: 2017)] [added: 2017)](https://www.sec.gov/Archives/edgar/data/943819/000119312517293062/d456787ddef14a.htm)] | [added: | |]
| 10.5* | [added: | |] [ResMed Inc. Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000014/rmd-20210521xex4_4.htm) [removed: (Incorporated] [added: [(Incorporated] by reference to Exhibit 4.4 to the Registrant’s Report on Form S-8 filed on May 21, [removed: 2021)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/943819/000094381921000014/rmd-20210521xex4_4.htm)] | [added: | |]
| [removed: 10.10*] [added: 10.9*] | [added: | |] [Form of Performance-Based Restricted Stock Unit Award Agreement for Executive [removed: Officers.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/rmd-20210630xex10_10.htm)] [added: Officers.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex109-formofpsuagreementfo.htm)] | [added: | |]
| [removed: 10.11*] [added: 10.10*] | [added: | |] [Form of Executive Restricted Stock Unit Award Agreement for Executive [removed: Officers.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/rmd-20210630xex10_11.htm)] [added: Officers.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex1010-formofexecutiverest.htm)] | [added: | |]
| [removed: 10.12] [added: 10.11] | [removed: [Amended] [added: | | [Second Amended] and Restated Credit Agreement dated as of [removed: April 17, 2018,] [added: June 29, 2022,] by and among ResMed Inc., as borrower, [removed: 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, [removed: joint] [added: sole] book runner, swing line lender and [removed: l/c] [added: letter of credit] issuer, [removed: and] Westpac Banking Corporation, as syndication [removed: agent,] [added: agent and] joint lead [removed: arranger] [added: arranger, HSBC Bank Australia Limited, as syndication agent] and joint [removed: book runner.](http://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex101.htm) (Incorporated] [added: lead arranger, HSBC Bank USA, National Association, as syndication agent and joint lead arranger, Wells Fargo Bank, National Association, as documentation agent, and each of the lenders identified therein](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex101.htm) [(Incorporated] by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on [removed: April 19, 2018)] [added: June 29, 2022)](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex101.htm)] | [added: | |]
| [removed: 10.13] [added: 10.14] | [removed: [Amended and Restated Unconditional] [added: | | [Unconditional] Guaranty dated as of April 17, 2018, by each of the guarantors identified on the [removed: Revolving] [added: 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 [removed: Revolving] [added: Term] Credit [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex102.htm)] [added: Agreement.] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Registrant’s Report on Form 8-K filed on April 19, [removed: 2018)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex104.htm)] | [added: | |]
| [removed: 10.14] [added: 10.13] | [removed: [Syndicated] [added: | | [Second Amendment to Syndicated] Facility [added: Agreement and First Amendment to Unconditional Guaranty] Agreement, dated as of [removed: April 17, 2018,] [added: June 29, 2022,] by and among ResMed [added: Pty] Limited, as borrower, [added: ResMed, Inc.,] the other parties party thereto, [removed: each of the lenders identified on the Term Credit Agreement’s signature pages as a lender,] [added: and] MUFG Union Bank, N.A., as administrative [removed: 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] [added: agent.](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex103.htm) [(Incorporated] by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K filed [removed: on April 19, 2018)] [added: on](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex103.htm) [June](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex103.htm) [29, 2022](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex103.htm)[)](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex103.htm)] | [added: | |]
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART IV | [added: | |] Items 15 – 16 | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
| [removed: 10.15] [added: 10.12] | [removed: [Unconditional] [added: | | [Second Amended and Restated Unconditional] Guaranty dated as of [removed: April 17, 2018,] [added: June 29, 2022,] by each of the [removed: guarantors identified on the Term] [added: Revolving] Facility [removed: Guaranty’s signature pages as a guarantor,] [added: Guarantors,] in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the [removed: Term] [added: Revolving] Credit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/943819/000119312518122818/d572927dex104.htm).] [added: Agreement.] (Incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] to the Registrant’s Report on Form 8-K filed on [removed: April 19, 2018)] [added: June 29, 2022)](https://www.sec.gov/Archives/edgar/data/943819/000119312522186327/d363805dex102.htm)] | [added: | |]
| [removed: 10.17] [added: 10.15] | [added: | |] [The ResMed Inc. 2018 Employee Stock Purchase [removed: Plan](https://www.sec.gov/Archives/edgar/data/943819/000119312518291742/d612931ddef14a.htm).] [added: 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, [removed: 2018.)] [added: 2018.)](https://www.sec.gov/Archives/edgar/data/943819/000119312518291742/d612931ddef14a.htm)] | [added: | |]
| [removed: 10.18] [added: 10.16] | [added: | |] [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) [removed: (Incorporated] [added: [(Incorporated] by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on July 15, [removed: 2019)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/943819/000119312519194005/d755232dex101.htm)] | [added: | |]
| 21.1 | [added: | |] [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/rmd-20210630xex21_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/exhibit211-subsidiaries.htm)] | [added: | |]
| 23.1 | [added: | |] [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/rmd-20210630xex23_1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/exhibit231-auditorconsent.htm)] | [added: | |]
| 31.1 | [added: | |] [Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/rmd-20210630xex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex311-ceocertification.htm)[](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex311-ceocertification.htm)] | [added: | |]
| 31.2 | [added: | |] [Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/rmd-20210630xex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex312-cfocertification.htm)] | [added: | |]
| 32.1 | [added: | |] [Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381921000017/rmd-20210630xex32_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex321-ceoandcfocertificati.htm)] | [added: | |]
| 101 | [added: | |] The following materials from ResMed Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2021] [added: 2022] 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. | [added: | |]
[removed: * Management] [added: *Management] contract or compensatory plan or arrangement
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| 10.3* | | | [Updated Form of Executive Agreement.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex103-updatedformofexecuti.htm) | | |
| 10.6* | | | [Form of Restricted Stock Unit Award Agreement for Directors.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex106-formofrestrictedstoc.htm) | | |
| 10.7* | | | [Form of Stock Option Grant for Executive Officers.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex107-formofstockoptiongra.htm) | | |
| 10.8* | | | [Form of Stock Option Grant for Directors.](https://www.sec.gov/Archives/edgar/data/943819/000094381922000010/ex108-formofstockoptiongra.htm) | | |
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| 10.17 | | | [Separation Agreement and General Release of Claims, dated September 29, 2021, by and between Rajwant Sodhi and ResMed Inc., including Consulting Agreement, as Exhibit A, effective as of September 2, 2021. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 27, 2022)](https://www.sec.gov/Archives/edgar/data/943819/000094381922000003/rmd-20211231xex10_1.htm) | | |
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| 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) |
| 10.6* | [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) |
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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) |
Item 16. FORM 10-K SUMMARY
27 rewritten, 30 added, 7 removed, 4 unchanged
[removed: ##### [Table] [added: [Table] of [removed: Contents](#TOC)][added: Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)]
| PART IV | [added: | |] Signatures | [added: | |]
[added: |] RESMED INC. AND SUBSIDIARIES [added: | | | | | |]
DATED August [removed: 16, 2021][added: 11, 2022]
| /s/ MICHAEL J. FARRELL | [added: | | | | |]
| Michael J. Farrell | [added: | | | | |]
| Chief executive officer | [added: | | | | |]
| (Principal Executive Officer) | [added: | | | | |]
| SIGNATURE | | [added: | | | |] TITLE | | [added: | | | |] DATE | [added: | |]
| /S/ MICHAEL J. FARRELL | | [added: | | | |] Chief executive officer and director | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Michael J. Farrell | | [added: | | | |] (Principal Executive Officer) | | | [added: | | | | | |]
| /S/ BRETT A. SANDERCOCK | | [added: | | | |] Chief financial officer | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Brett A. Sandercock | | [added: | | | |] (Principal Financial Officer and Principal Accounting Officer) | | | [added: | | | | | |]
| /S/ PETER C. FARRELL | | [added: | | | |] Non-executive chairman | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Peter C. Farrell | | | | | [added: | | | | | | | | | |]
| /S/ CAROL J. BURT | | [added: | | | |] Director | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Carol J. Burt | | | | | [added: | | | | | | | | | |]
| /S/ HARJIT GILL | | [added: | | | |] Director | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Harjit Gill | | | | | [added: | | | | | | | | | |]
| /S/ JAN De WITTE | | [added: | | | |] Director | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Jan De Witte | | | | | [added: | | | | | | | | | |]
| /S/ KAREN DREXLER | | [added: | | | |] Director | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Karen Drexler | | | | | [added: | | | | | | | | | |]
| /S/ RICHARD SULPIZIO | | [added: | | | |] Director | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Richard Sulpizio | | | | | [added: | | | | | | | | | |]
| /S/ RON TAYLOR | | [added: | | | |] Director | | [added: | | | |] August [removed: 16, 2021] [added: 11, 2022] | [added: | |]
| Ron Taylor | | | | | [added: | | | | | | | | | |]
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SIGNATURES
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[Table of Contents](#i1f60984bb51544a482851b08d4a3bf6b_7)
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| PART IV | | | Signatures | | |
| RESMED INC. AND SUBSIDIARIES | | | | | |
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| /S/ JOHN HERNANDEZ | | | | | | Director | | | | | | August 11, 2022 | | |
| John Hernandez | | | | | | | | | | | | | | |
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| /S/ DESNEY TAN | | | | | | Director | | | | | | August 11, 2022 | | |
| Desney Tan | | | | | | | | | | | | | | |
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SIGNATURES
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