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Item 9A. Controls and Procedures

2023-08-11 compared with 2022-08-12 · 30 added, 18 removed, 140 unchanged (26% of the section changed)

4 unchanged sentences

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, 2023.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II Items 9 – 9B

On November 21, 2022, we completed the acquisition of MEDIFOX DAN.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.

Based on those guidelines, our assessment of the effectiveness of our internal control over financial reporting will exclude MEDIFOX DAN's internal control over financial reporting associated with total assets of $65.0 million and total revenues of $64.5 million included in our consolidated financial statements as of and for the year ended June 30, 2023.

We are in the process of integrating MEDIFOX DAN into our system of internal control over financial reporting.

Except as noted above, there has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II Items 9 – 9C

AND SUBSIDIARIES

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included in this report, has issued an attestation report on the effectiveness of internal control over financial reporting.

PART II Items 9 – 9B

PART II Items 9 – 9C

AND SUBSIDIARIES

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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, 2023 and 2022, 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, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated August 10, 2023 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired MediFox-Dan Investment GmbH during November 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2023, MediFox-Dan Investment GmbH’s internal control over financial reporting associated with total assets of $65.0 million and total revenues of $64.5 million included in the consolidated financial statements of the Company as of and for the year ended June 30, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of MediFox-Dan Investment GmbH.

Basis for Opinion

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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

PART II Items 9 – 9C

AND SUBSIDIARIES

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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August 10, 2023

PART II Items 9 – 9B

PART II Items 9 – 9C

AND SUBSIDIARIES

ITEM 9B OTHER INFORMATION

During the quarterly period ended June 30, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408(a) of Regulation S-K).

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III Items 10 – 14

1 unchanged sentence

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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, 2022.

Information required by this Item is premised on information that will be included in 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, 2023.

We have filed as exhibits to this report for the year ended June 30, 2023, the certifications of our chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

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ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

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(b) Exhibit Lists

2.1 Agreement and Plan of Merger, dated November 5, 2018, by and among ResMed Operations Inc., Evolved Sub, Inc., ResMed Inc., OPEL GI Holdings Limited, in its capacity as the agent acting on behalf of the holders of common stock of MatrixCare Holdings, Inc., and MatrixCare Holdings, Inc.

(Incorporated by reference to Exhibit 2.1 to the Registrant’s Report on Form 8-K filed on November 8, 2018)

3.1 First Restated Certificate of Incorporation of ResMed Inc., as amended.

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10.3* Updated Form of Executive Agreement.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-K filed on August 12, 2022)

10.4* Amendment and Restatement to the ResMed Inc.

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10.6* Form of Restricted Stock Unit Award Agreement for Directors.

(Incorporated by reference to Exhibit 10.6 to the Registrant’s Report on Form 10-K filed on August 12, 2022)

10.7* Form of Stock Option Grant for Executive Officers.

10.8* Form of Stock Option Grant for Directors.

(Incorporated by reference to Exhibit 10.8 to the Registrant’s Report on Form 10-K filed on August 12, 2022)

10.9* Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers.

4 unchanged sentences

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed on June 29, 2022)

PART IV Items 15 – 16

AND SUBSIDIARIES

10.13 Second Amendment to Syndicated Facility Agreement and First Amendment to Unconditional Guaranty Agreement, dated as of June 29, 2022, by and among ResMed Pty Limited, as borrower, ResMed, Inc., the other parties party thereto, and MUFG Union Bank, N.A., as administrative agent.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K filed on June 29, 2022)

PART IV Items 15 – 16

AND SUBSIDIARIES

10.14 Unconditional Guaranty dated as of April 17, 2018, by each of the guarantors identified on the Term Facility Guaranty’s signature pages as a guarantor, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Term Credit Agreement.

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(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on July 15, 2019)

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)

21.1 Subsidiaries of the Registrant.

2 unchanged sentences

31.2 Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from ResMed Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 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.

32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from ResMed Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 formatted in Inline XBRL (Inline Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes.

104 The cover page from ResMed Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, formatted in Inline XBRL and contained in Exhibit 101.

* Management contract or compensatory plan or arrangement

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AND SUBSIDIARIES

Under the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized persons below.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED August 10, 2023

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/S/ MICHAEL J.

FARRELL Chief executive officer and director August 11, 2022

FARRELL Chief Executive Officer and Chairman August 10, 2023

Farrell (Principal Executive Officer)

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Principal Accounting Officer)

FARRELL Non-executive chairman August 11, 2022

FARRELL Director and Chair Emeritus August 10, 2023

BURT Director August 10, 2023

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures