Item 2. Management’s Discussion and Analysis
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This report contains or may contain certain forward-looking statements and information that are based on the beliefs of our management as well as estimates and assumptions made by, and information currently available to, our management. All statements other than statements regarding historical facts are forward-looking statements. The words “believe,” “expect,” “intend,” “anticipate,” “will continue,” “will,” “estimate,” “plan,” “future” and other similar expressions, and negative statements of such expressions, generally identify forward-looking statements, including, in particular, statements regarding expectations of future revenue or earnings, expenses, new product development, new product launches, new markets for our products, the integration of acquisitions, our supply chain, domestic and international regulatory developments, litigation, tax outlook, and the expected impact of macroeconomic conditions on our business. These forward-looking statements are made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements reflect the views of our management at the time the statements are made and are subject to a number of risks, uncertainties, estimates and assumptions, including, without limitation, and in addition to those identified in the text surrounding such statements, those identified in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 and elsewhere in this report. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources.
In addition, important factors to consider in evaluating such forward-looking statements include changes or developments in healthcare reform, social, macroeconomic, market, legal or regulatory circumstances, including the impact of public health crises; changes in our business or growth strategy or an inability to execute our strategy due to changes in our industry or the economy generally, the emergence of new or growing competitors, disruptions and delays in the supply chain, the actions or omissions of third parties, including suppliers, customers, competitors and governmental authorities, geopolitical and economic conditions in foreign jurisdictions impacting our business, including new or increased tariffs, and various other factors. If any one or more of these risks or uncertainties materialize, or underlying estimates or assumptions prove incorrect, actual results may vary significantly from those expressed in our forward-looking statements, and there can be no assurance that the forward-looking statements contained in this report will in fact occur.
Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, in addition to the other cautionary statements and risks described elsewhere in this report and in our other filings with the Securities and Exchange Commission, or the SEC, including our subsequent reports on Forms 10-Q and 8-K. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on us, our business, financial condition and results of operations could be seriously harmed. In that event, the market price for our common stock will likely decline and you may lose all or part of your investment.
25
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The following is an overview of our results of operations for the three and nine months ended March 31, 2026. Management’s discussion and analysis of financial condition and results of operations, or the MD&A, is intended to help the reader understand our results of operations and financial condition. It is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and notes included in this report.
We are a global leader in the development, manufacturing, distribution and marketing of medical devices and cloud-based software applications that diagnose, treat and manage respiratory disorders, including sleep disordered breathing, or SDB, chronic obstructive pulmonary disease, neuromuscular disease and other chronic diseases. SDB includes obstructive sleep apnea and other respiratory disorders that occur during sleep. Our products and solutions are designed to improve patient quality of life, reduce the impact of chronic disease and lower healthcare costs as global healthcare systems continue to drive a shift in care from hospitals to the home and lower cost settings. Our digital cloud-based health software applications, along with our devices, are designed to provide connected care to improve patient outcomes and efficiencies for our customers.
Since the development of continuous positive airway pressure therapy, we have expanded our business by developing or acquiring a number of products and solutions for a broader range of respiratory disorders including technologies to be applied in medical and consumer products, ventilation devices, diagnostic products, mask systems for use in the hospital and home, headgear and other accessories, dental devices, and cloud-based software informatics solutions to manage patient outcomes and customer and provider business processes. Our growth has been fueled by geographic expansion, our research and product development efforts, acquisitions and an increasing awareness of SDB and respiratory conditions like chronic obstructive pulmonary disease as significant health concerns.
We are committed to ongoing investment in research and development and product enhancements. During the three months ended March 31, 2026, we invested $94.3 million on research and development activities, which represents 6.6% 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. For example, our newest device, AirSense 11, introduced new features such as a touch screen, algorithms for patients new to therapy, digital enhancements, and over-the-air update capabilities. Our operations include residential care software platforms designed to support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. These platforms comprise our Residential Care Software business and, along with our cloud-based remote monitoring and therapy management system, and a robust product pipeline, these products should continue to provide us with a strong platform for future growth.
We have determined that we have two operating segments, which are the sleep and respiratory disorders sector of the medical device industry, or Sleep and Breathing Health, and the supply of business management software as a service to out-of-hospital health providers, or Residential Care Software.
Net revenue for the three months ended March 31, 2026 was $1.4 billion, an increase of 11% compared to the three months ended March 31, 2025. Gross margin was 62.2% for the three months ended March 31, 2026 compared to 59.3% for the three months ended March 31, 2025. Diluted earnings per share was $2.74 for the three months ended March 31, 2026, compared to diluted earnings per share of $2.48 for the three months ended March 31, 2025.
At March 31, 2026, our cash and cash equivalents totaled $1.7 billion, our total assets were $8.8 billion and our stockholders’ equity was $6.5 billion.
In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we provide certain financial information on a “constant currency” basis, which is in addition to the actual financial information presented. In order to calculate our constant currency information, we translate the current period financial information using the foreign currency exchange rates that were in effect during the previous comparable period. However, constant currency measures should not be considered in isolation or as an alternative to U.S. dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP.
26
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Net Revenue
Net revenue for the three months ended March 31, 2026 increased to $1,431.4 million from $1,291.7 million for the three months ended March 31, 2025, an increase of $139.7 million or 11% (an 8% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
Three Months Ended
March 31, % Change Constant Currency*
2026 2025
U.S., Canada and Latin America
Devices $ 447,501 $ 422,660 6 %
Masks and other 371,171 326,656 14
Total U.S., Canada and Latin America $ 818,672 $ 749,316 9 %
Combined Europe, Asia and other markets
Devices $ 288,246 $ 253,543 14 % 6 %
Masks and other 153,598 127,716 20 10
Total Combined Europe, Asia and other markets $ 441,844 $ 381,259 16 % 7 %
Global revenue
Total Devices $ 735,747 $ 676,203 9 % 6 %
Total Masks and other 524,769 454,372 15 12
Total Sleep and Breathing Health
$ 1,260,516 $ 1,130,575 11 % 8 %
Residential Care Software
170,890 161,161 6 % 4 %
Total $ 1,431,406 $ 1,291,736 11 % 8 %
* Constant currency numbers exclude the impact of movements in international currencies.
Sleep and Breathing Health
Net revenue from our Sleep and Breathing Health business for the three months ended March 31, 2026 was $1,260.5 million, an increase of 11% compared to net revenue for the three months ended March 31, 2025. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $35.2 million for the three months ended March 31, 2026. Excluding the impact of currency movements, total Sleep and Breathing Health net revenue for the three months ended March 31, 2026 increased by 8% compared to the three months ended March 31, 2025. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.
Net revenue from our Sleep and Breathing Health business in the U.S., Canada and Latin America for the three months ended March 31, 2026 increased to $818.7 million from $749.3 million for the three months ended March 31, 2025, an increase of $69.4 million or 9%. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.
Net revenue from our Sleep and Breathing Health business in combined Europe, Asia and other markets increased for the three months ended March 31, 2026 to $441.8 million from $381.3 million for the three months ended March 31, 2025, an increase of $60.6 million or 16% (a 7% increase on a constant currency basis). The constant currency increase in device and mask sales in combined Europe, Asia and other was primarily attributable to increased demand and unit sales.
Net revenue from devices for the three months ended March 31, 2026 increased to $735.7 million from $676.2 million for the three months ended March 31, 2025, an increase of $59.5 million or 9%, including an increase of 6% in the U.S., Canada and Latin America and an increase of 14% in combined Europe, Asia and other markets (a 6% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the three months ended March 31, 2026 increased by 6%.
27
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net revenue from masks and other for the three months ended March 31, 2026 increased to $524.8 million from $454.4 million for the three months ended March 31, 2025, an increase of $70.4 million or 15%, including an increase of 14% in the U.S., Canada and Latin America and an increase of 20% in combined Europe, Asia and other markets (a 10% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales for the three months ended March 31, 2026 increased by 12%.
Residential Care Software
Net revenue from our Residential Care Software business for the three months ended March 31, 2026 increased to $170.9 million from $161.2 million for the three months ended March 31, 2025, an increase of $9.7 million or 6%. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $4.1 million for the three months ended March 31, 2026. Excluding the impact of foreign currency movements, net revenue from our Residential Care Software business for the three months ended March 31, 2026 increased by 4% compared to the three months ended March 31, 2025. The increase was predominantly due to growth in the MEDIFOX DAN, Home and Hospice, and Home Medical Equipment, or HME, business verticals, partially offset by weaker performance in our Senior Living and Long-Term Care business vertical.
Nine Months Ended March 31, 2026 Compared to the Nine Months Ended March 31, 2025
Net Revenue
Net revenue for the nine months ended March 31, 2026 increased to $4,189.8 million from $3,798.3 million for the nine months ended March 31, 2025, an increase of $391.5 million or 10% (an 8% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
Nine Months Ended
March 31, % Change Constant Currency*
2026 2025
U.S., Canada and Latin America
Devices $ 1,308,986 $ 1,221,643 7 %
Masks and other 1,119,471 983,929 14
Total U.S., Canada and Latin America
$ 2,428,457 $ 2,205,572 10 %
Combined Europe, Asia and other markets
Devices $ 833,285 $ 749,646 11 % 6 %
Masks and other 424,158 368,687 15 7
Total Combined Europe, Asia and other markets
$ 1,257,443 $ 1,118,333 12 % 6 %
Global revenue
Total Devices $ 2,142,271 $ 1,971,289 9 % 7 %
Total Masks and other 1,543,629 1,352,616 14 12
Total Sleep and Breathing Health
$ 3,685,900 $ 3,323,905 11 % 9 %
Residential Care Software
503,896 474,429 6 % 4 %
Total $ 4,189,796 $ 3,798,334 10 % 8 %
* Constant currency numbers exclude the impact of movements in international currencies.
Sleep and Breathing Health
Net revenue from our Sleep and Breathing Health business for the nine months ended March 31, 2026 was $3,685.9 million, an increase of 11% compared to net revenue for the nine months ended March 31, 2025. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $71.2 million for the nine months ended March 31, 2026. Excluding the impact of currency movements, total Sleep and Breathing Health net revenue for the nine months ended March 31, 2026 increased by 9% compared to the nine months ended March 31, 2025. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.
28
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net revenue from our Sleep and Breathing Health business in the U.S., Canada and Latin America for the nine months ended March 31, 2026 increased to $2,428.5 million from $2,205.6 million for the nine months ended March 31, 2025, an increase of $222.9 million or 10%. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.
Net revenue in combined Europe, Asia and other markets increased for the nine months ended March 31, 2026 to $1,257.4 million from $1,118.3 million for the nine months ended March 31, 2025, an increase of $139.1 million or 12% (a 6% increase on a constant currency basis). The constant currency increase in device and mask sales in combined Europe, Asia and other markets was primarily attributable to increased demand and unit sales.
Net revenue from devices for the nine months ended March 31, 2026 increased to $2,142.3 million from $1,971.3 million for the nine months ended March 31, 2025, an increase of $171.0 million or 9%, including an increase of 7% in the U.S., Canada and Latin America and an increase of 11% in combined Europe, Asia and other markets (a 6% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the nine months ended March 31, 2026 increased by 7%.
Net revenue from masks and other for the nine months ended March 31, 2026 increased to $1,543.6 million from $1,352.6 million for the nine months ended March 31, 2025, an increase of $191.0 million or 14%, including an increase of 14% in the U.S., Canada and Latin America and an increase of 15% in combined Europe, Asia and other markets (a 7% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales increased by 12%, compared to the nine months ended March 31, 2025.
Residential Care Software
Net revenue from our Residential Care Software business for the nine months ended March 31, 2026 increased to $503.9 million from $474.4 million for the nine months ended March 31, 2025, an increase of $29.5 million or 6%. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $9.1 million for the nine months ended March 31, 2026. Excluding the impact of foreign currency movements, net revenue from our Residential Care Software business for the nine months ended March 31, 2026 increased by 4% compared to the nine months ended March 31, 2025. The increase was predominantly due to continued growth in the MEDIFOX DAN vertical within our Residential Care Software business, Home and Hospice, and HME, business verticals, partially offset by weaker performance in our Senior Living and Long-Term Care business vertical.
Gross Profit and Gross Margin
Gross profit increased for the three months ended March 31, 2026 to $891.0 million from $766.4 million for the three months ended March 31, 2025, an increase of $124.6 million or 16%. Gross margin, which is gross profit as a percentage of net revenue, for the three months ended March 31, 2026 was 62.2% compared to 59.3% for the three months ended March 31, 2025.
The increase in gross margin for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due primarily to manufacturing and logistics efficiencies and component cost improvements, as well as a small positive impact from product mix and foreign currency movements.
Gross profit increased for the nine months ended March 31, 2026 to $2,590.5 million from $2,234.9 million for the nine months ended March 31, 2025, an increase of $355.6 million or 16%. Gross margin for the nine months ended March 31, 2026 was 61.8% compared to 58.8% for the nine months ended March 31, 2025.
The increase in gross margin for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025 was due primarily to manufacturing and logistics efficiencies and component cost improvements.
29
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Expenses
The following table summarizes our operating expenses (in thousands):
Three Months Ended
March 31, Change % Change Constant Currency
2026 2025
Selling, general, and administrative $ 285,655 $ 245,302 $ 40,353 16 % 11 %
as a % of net revenue 20.0 % 19.0 %
Research and development $ 94,267 $ 83,944 $ 10,323 12 % 8 %
as a % of net revenue 6.6 % 6.5 %
Amortization of acquired intangible assets $ 11,247 $ 10,895 $ 352 3 % (2) %
Nine Months Ended
March 31, Change % Change Constant Currency
2026 2025
Selling, general, and administrative $ 823,245 $ 725,894 $ 97,351 13 % 10 %
as a % of net revenue 19.6 % 19.1 %
Research and development $ 272,560 $ 244,840 $ 27,720 11 % 9 %
as a % of net revenue 6.5 % 6.4 %
Amortization of acquired intangible assets $ 34,967 $ 33,345 $ 1,622 5 % 1 %
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses increased for the three months ended March 31, 2026 to $285.7 million from $245.3 million for the three months ended March 31, 2025, an increase of $40.4 million or 16%. Selling, general, and administrative expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $13.0 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the three months ended March 31, 2026 increased by 11% compared to the three months ended March 31, 2025. As a percentage of net revenue, selling, general, and administrative expenses were 20.0% for the three months ended March 31, 2026, compared to 19.0% for the three months ended March 31, 2025.
The constant currency increase in selling, general, and administrative expenses during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to employee-related costs, additional expenses associated with our VirtuOx acquisition during the three months ended June 30, 2025 and marketing and technology investments. Additionally, during the three months ended March 31, 2026, we recorded $5.9 million of acquisition and portfolio review related charges associated with the evaluation of strategic transactions, including legal and professional fees for diligence and related consultations. We did not incur material acquisition and portfolio review related expenses during the three months ended March 31, 2025.
Selling, general, and administrative expenses increased for the nine months ended March 31, 2026 to $823.2 million from $725.9 million for the nine months ended March 31, 2025, an increase of $97.4 million or 13%. Selling, general, and administrative expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $23.9 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the nine months ended March 31, 2026 increased by 10% compared to the nine months ended March 31, 2025. As a percentage of net revenue, selling, general, and administrative expenses were 19.6% for the nine months ended March 31, 2026, compared to 19.1% for the nine months ended March 31, 2025.
The constant currency increase in selling, general, and administrative expenses during the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025 was primarily due to employee-related costs, additional expenses associated with our VirtuOx acquisition during the three months ended June 30, 2025 and marketing and technology investments. Additionally, during the nine months ended March 31, 2026, we recorded $5.9 million of acquisition and portfolio review related charges associated with the evaluation of strategic transactions, including legal and professional
30
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
fees for diligence and related consultations. We did not incur material acquisition and portfolio review related expenses during the nine months ended March 31, 2025.
Research and Development Expenses
Research and development expenses increased for the three months ended March 31, 2026 to $94.3 million from $83.9 million for the three months ended March 31, 2025, an increase of $10.3 million or 12%. Research and development expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $3.7 million for the three months ended March 31, 2026, as reported in U.S. dollars Excluding the impact of foreign currency movements, research and development expenses increased by 8% compared to the three months ended March 31, 2025. As a percentage of net revenue, research and development expenses were 6.6% for the three months ended March 31, 2026 and 6.5% for the three months ended March 31, 2025.
The increase in research and development expenses during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to increases in employee-related costs.
Research and development expenses increased for the nine months ended March 31, 2026 to $272.6 million from $244.8 million for the nine months ended March 31, 2025, an increase of $27.7 million or 11%. Research and development expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $4.8 million for the nine months ended March 31, 2026, as reported in U.S. dollars. Excluding the impact of foreign currency movements, research and development expenses increased by 9% compared to the nine months ended March 31, 2025. As a percentage of net revenue, research and development expenses were 6.5% for the nine months ended March 31, 2026, compared to 6.4% for the nine months ended March 31, 2025.
The increase in research and development expenses in constant currency terms was primarily due to increases in employee-related costs.
Amortization of Acquired Intangible Assets
Amortization of acquired intangible assets for the three months ended March 31, 2026 totaled $11.2 million compared to $10.9 million for the three months ended March 31, 2025.
Amortization of acquired intangible assets for the nine months ended March 31, 2026 totaled $35.0 million compared to $33.3 million for the nine months ended March 31, 2025.
The increase in amortization of acquired intangible assets for the three and nine months ended March 31, 2026 compared to the three and nine months ended March 31, 2025 is due to amortization of intangibles from the VirtuOx acquisition during the three months ended June 30, 2025, partially offset by certain acquired intangible assets reaching the end of their useful lives and becoming fully amortized.
Restructuring Expenses
We did not record any restructuring expenses during the three months ended March 31, 2026.
During the nine months ended March 31, 2026, we recorded $21.7 million of restructuring related charges for employee severance and one-time termination benefits associated with workforce planning activities.
We did not record any restructuring expenses during the three and nine months ended March 31, 2025.
31
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Total Other Income (Loss), Net
The following table summarizes our other income (loss) (in thousands):
Three Months Ended
March 31,
2026 2025 Change
Interest income (expense), net
$ 12,287 $ 793 $ 11,494
Gain (loss) attributable to equity method investments 1,718 335 1,383
Gain (loss) on equity investments (10,130) (5,647) (4,483)
Other, net (1,373) (4,056) 2,683
Total other income (loss), net $ 2,502 $ (8,575) $ 11,077
Nine Months Ended
March 31,
2026 2025 Change
Interest (expense) income, net $ 29,029 $ (1,643) $ 30,672
Gain (loss) attributable to equity method investments
4,722 2,375 2,347
Gain (loss) on equity investments
(16,014) (7,765) (8,249)
Other, net (10,488) (4,277) (6,211)
Total other income (loss), net $ 7,249 $ (11,310) $ 18,559
Total other income (loss), net for the three months ended March 31, 2026 was income of $2.5 million compared to a loss of $8.6 million for the three months ended March 31, 2025. Interest income, net increased to $12.3 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025 due to lower debt levels following repayments on our revolving credit facility and gains recognized on cross-currency swaps associated with our fair value and net investment hedges. The increase in interest income, net was partially offset by a loss associated with our equity investments of $10.1 million for the three months ended March 31, 2026 compared to a loss of $5.6 million for the three months ended March 31, 2025.
Total other income (loss), net for the nine months ended March 31, 2026 was income of $7.2 million compared to a loss of $11.3 million for the nine months ended March 31, 2025. We recorded interest income, net of $29.0 million for the nine months ended March 31, 2026 compared to interest expense, net of $1.6 million for the nine months ended March 31, 2025 due to lower debt levels following repayments on our revolving credit facility and gains recognized on cross-currency swaps associated with our fair value and net investment hedges. Interest income, net, was partially offset by a loss associated with our equity investments of $16.0 million for the nine months ended March 31, 2026 compared to a loss of $7.8 million for the nine months ended March 31, 2025.
Income Taxes
Our effective income tax rate for the three and nine months ended March 31, 2026 was 20.6% and 21.1%, respectively, as compared to 12.6% and 16.3% for the three and nine months ended March 31, 2025, respectively. Our effective rate of 20.6% for the three months ended March 31, 2026 differs from the statutory rate of 21.0% primarily due to foreign operations and research credits. The increase in our effective tax rate for the three and nine months ended March 31, 2026 was primarily due to the impact of global minimum taxes implemented in accordance with Pillar Two and interest and penalties refunded from the IRS in the prior year period.
Our Singapore operations operate under certain tax holidays and tax incentive programs that will expire in whole or in part at various dates through June 30, 2030. As a result of the U.S. Tax Cuts and Jobs Act of 2017, we treated all non-U.S. historical earnings as taxable during the year ended June 30, 2018. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax, if repatriated.
The Organization of Economic Co-operation and Development, or the OECD, and the G20 Inclusive Framework on Base Erosion and Profit Shifting, or the Inclusive Framework, has put forth two proposals—Pillar One and Pillar Two—that (i) revise the existing profit allocation and nexus rules and (ii) ensure a minimal level of taxation, respectively. Effective in our fiscal year beginning July 1, 2024, various jurisdictions in which we operate began implementing the global minimum
32
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
tax prescribed under Pillar Two. Pillar Two legislation in effect as of March 31, 2026 has been incorporated into our condensed consolidated financial statements.
On January 5, 2026, the OECD issued administrative guidance regarding the Side-by-Side, or SbS, Safe Harbor under the Pillar Two global minimum tax framework, which is expected to exempt U.S. companies and their subsidiaries from certain provisions of Pillar Two beginning in fiscal year 2027. The SbS Safe Harbor does not impact us in the current fiscal year. However, we will continue to monitor regulatory developments and the implementation of the SbS Safe Harbor in the jurisdictions in which we operate.
Net Income and Earnings per Share
As a result of the factors above, our net income for the three months ended March 31, 2026 was $398.7 million compared to $365.0 million for the three months ended March 31, 2025, an increase of $33.7 million or 9%.
Our diluted earnings per share for the three months ended March 31, 2026 was $2.74 per diluted share compared to $2.48 for the three months ended March 31, 2025, an increase of $0.26 or 10%.
As a result of the factors above, our net income for the nine months ended March 31, 2026 was $1,139.9 million compared to $1,021.0 million for the nine months ended March 31, 2025, an increase of $118.8 million or 12%.
Our diluted earnings per share for the nine months ended March 31, 2026 was $7.79 per diluted share compared to $6.93 for the nine months ended March 31, 2025, an increase of $0.86 or 12%.
Summary of Non-GAAP Financial Measures
In addition to financial information prepared in accordance with GAAP, our management uses certain non-GAAP financial measures, such as non-GAAP revenue, non-GAAP cost of sales, non-GAAP selling, general, and administrative expenses, non-GAAP gross profit, non-GAAP gross margin, non-GAAP income from operations, non-GAAP net income, and non-GAAP diluted earnings per share, in evaluating the performance of our business. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide investors better insight when evaluating our performance from core operations and can provide more consistent financial reporting across periods. For these reasons, we use non-GAAP information internally in planning, forecasting, and evaluating the results of operations in the current period and in comparing it to past periods. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.
The measure “non-GAAP cost of sales” is equal to GAAP cost of sales less amortization of acquired intangible assets relating to cost of sales. The measure “non-GAAP gross profit” is the difference between GAAP net revenue and non-GAAP cost of sales, and “non-GAAP gross margin” is the ratio of non-GAAP gross profit to GAAP net revenue.
33
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except percentages):
Three Months Ended
March 31, Nine Months Ended
March 31,
2026 2025 2026 2025
GAAP net revenue $ 1,431,406 $ 1,291,736 $ 4,189,796 $ 3,798,334
GAAP cost of sales $ 540,427 $ 525,327 $ 1,599,276 $ 1,563,432
Less: Amortization of acquired intangibles
(7,850) (7,444) (23,480) (22,748)
Non-GAAP cost of sales $ 532,577 $ 517,883 $ 1,575,796 $ 1,540,684
GAAP gross profit $ 890,979 $ 766,409 $ 2,590,520 $ 2,234,902
GAAP gross margin 62.2 % 59.3 % 61.8 % 58.8 %
Non-GAAP gross profit $ 898,829 $ 773,853 $ 2,614,000 $ 2,257,650
Non-GAAP gross margin 62.8 % 59.9 % 62.4 % 59.4 %
The measure “non-GAAP selling, general, and administrative expenses” is equal to GAAP selling, general, and administrative expenses less acquisition and portfolio review related expenses. Non-GAAP selling, general, and administrative expenses as a percentage of revenue is the ratio of non-GAAP selling, general, and administrative expenses to GAAP net revenue. These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except percentages):
Three Months Ended
March 31, Nine Months Ended
March 31,
2026 2025 2026 2025
GAAP net revenue $ 1,431,406 $ 1,291,736 $ 4,189,796 $ 3,798,334
GAAP selling, general, and administrative expenses $ 285,655 $ 245,302 $ 823,245 $ 725,894
Less: Acquisition and portfolio review related expenses
(5,858) — (5,858) —
Non-GAAP selling, general, and administrative expenses $ 279,797 $ 245,302 $ 817,387 $ 725,894
As a percentage of GAAP net revenue:
GAAP selling, general, and administrative expenses 20.0 % 19.0 % 19.6 % 19.1 %
Non-GAAP selling, general, and administrative expenses 19.5 % 19.0 % 19.5 % 19.1 %
The measure “non-GAAP income from operations” is equal to GAAP income from operations once adjusted for amortization of acquired intangibles, restructuring expenses, and acquisition and portfolio review related expenses. Non-GAAP income from operations is reconciled with GAAP income from operations below (in thousands):
Three Months Ended
March 31, Nine Months Ended
March 31,
2026 2025 2026 2025
GAAP income from operations $ 499,810 $ 426,268 $ 1,438,003 $ 1,230,823
Amortization of acquired intangibles - cost of sales 7,850 7,444 23,480 22,748
Amortization of acquired intangibles - operating expenses 11,247 10,895 34,967 33,345
Restructuring expenses — — 21,745 —
Acquisition and portfolio review related expenses 5,858 — 5,858 —
Non-GAAP income from operations $ 524,765 $ 444,607 $ 1,524,053 $ 1,286,916
34
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The measure “non-GAAP net income” is equal to GAAP net income once adjusted for amortization of acquired intangibles, restructuring expenses, acquisition and portfolio review related expenses and associated tax effects. The measure “non-GAAP diluted earnings per share” is the ratio of non-GAAP net income to diluted shares outstanding. These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except for per share amounts):
Three Months Ended
March 31, Nine Months Ended
March 31,
2026 2025 2026 2025
GAAP net income $ 398,732 $ 365,041 $ 1,139,861 $ 1,021,018
Amortization of acquired intangibles - cost of sales 7,850 7,444 23,480 22,748
Amortization of acquired intangibles - operating expenses 11,247 10,895 34,967 33,345
Restructuring expenses — — 21,745 —
Acquisition and portfolio review related expenses 5,858 — 5,858 —
Income tax effect of interest and penalties on income tax refunds — (29,976) — (29,976)
Income tax effect on non-GAAP adjustments (6,519) (4,871) (22,394) (14,904)
Non-GAAP net income $ 417,168 $ 348,533 $ 1,203,517 $ 1,032,231
Diluted shares outstanding 145,723 147,220 146,369 147,432
GAAP diluted earnings per share $ 2.74 $ 2.48 $ 7.79 $ 6.93
Non-GAAP diluted earnings per share $ 2.86 $ 2.37 $ 8.22 $ 7.00
Liquidity and Capital Resources
Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations and access to our revolving credit facility. Our primary uses of cash have been for research and development activities, selling and marketing activities, capital expenditures, strategic acquisitions and investments, dividend payments, share repurchases and repayment of debt obligations. We expect that cash provided by operating activities may fluctuate in future periods as a result of several factors, including fluctuations in our operating results, which include impacts from supply chain disruptions, working capital requirements and capital deployment decisions.
Our future capital requirements will depend on many factors including our growth rate in net revenue, third-party reimbursement of our products for our customers, the timing and extent of spending to support research development efforts, the expansion of selling, general and administrative activities, the timing of introductions of new products, and the expenditures associated with possible future acquisitions, investments or other business combination transactions. As we assess inorganic growth strategies, we may need to supplement our internally generated cash flow with outside sources. If we are required to access the debt market, we believe that we will be able to secure reasonable borrowing rates. As part of our liquidity strategy, we will continue to monitor our current level of earnings and cash flow generation as well as our ability to access the market considering those earning levels.
As of March 31, 2026 and June 30, 2025, we had cash and cash equivalents of $1,660.5 million and $1,209.5 million, respectively. Our cash and cash equivalents held within the U.S. at March 31, 2026 and June 30, 2025 were $944.0 million and $555.0 million, respectively. Our remaining cash and cash equivalent balances at March 31, 2026 and June 30, 2025, were $716.5 million and $654.5 million, respectively. Our cash and cash equivalent balances are held at highly rated financial institutions .
As of March 31, 2026, we had $1,500.0 million available for draw down under the revolving credit facility and a combined total of $3,160.5 million in cash and available liquidity under the revolving credit facility.
As a result of the U.S. Tax Cuts and Jobs Act of 2017, we treated all non-U.S. historical earnings as taxable, which resulted in additional tax expense of $126.9 million which was payable over the proceeding eight years. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax if repatriated.
We believe that our current sources of liquidity will be sufficient to fund our operations, including expected capital expenditures, for the next 12 months and beyond.
35
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Revolving Credit Agreement, Term Credit Agreement and Senior Notes
On June 29, 2022, we entered into a second amended and restated credit agreement, or as amended from time to time, the Revolving Credit Agreement. The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit facility of $1,500.0 million, with an uncommitted option to increase the revolving credit facility by an additional amount equal to the greater of $1,000.0 million or 1.00 times the EBITDA for the trailing twelve-month measurement period. Additionally, on June 29, 2022, ResMed Pty Limited entered into a Second Amendment to the Syndicated Facility Agreement, or the Term Credit Agreement. The Term Credit Agreement, among other things, provides ResMed Pty Limited a senior unsecured term credit facility of $200.0 million. The Revolving Credit Agreement and Term Credit Agreement each terminate on June 29, 2027, when all unpaid principal and interest under the loans must be repaid. As of March 31, 2026, we had $1,500.0 million available for draw down under the revolving credit facility.
On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $250.0 million principal amount of our 3.24% senior notes due July 10, 2026, and $250.0 million principal amount of our 3.45% senior notes due July 10, 2029, or Senior Notes.
On March 31, 2026, there was a total of $665.0 million outstanding under the Revolving Credit Agreement, Term Credit Agreement and Senior Notes and we were in compliance with our debt covenants. We expect to satisfy all of our liquidity and long-term debt requirements through a combination of cash on hand, cash generated from operations and debt facilities.
Cash Flow Summary
The following table summarizes our cash flow activity (in thousands):
Nine Months Ended
March 31,
2026 2025
Net cash provided by (used in) operating activities
$ 1,351,198 $ 1,212,822
Net cash provided by (used in) investing activities
(161,548) (66,332)
Net cash provided by (used in) financing activities
(743,865) (442,366)
Effect of exchange rate changes on cash 5,278 (9,774)
Net increase (decrease) in cash and cash equivalents
$ 451,063 $ 694,350
Operating Activities
Cash provided by operating activities was $1,351.2 million for the nine months ended March 31, 2026, compared to cash provided of $1,212.8 million for the nine months ended March 31, 2025. The $138.4 million increase in cash flow from operations was primarily due to increased net income during the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.
Investing Activities
Cash used in investing activities was $161.5 million for the nine months ended March 31, 2026, compared to cash used of $66.3 million for the nine months ended March 31, 2025. The $95.2 million increase in cash flow used in investing activities was primarily due to increased purchases of property, plant and equipment and minority investments, in addition to cash used to acquire businesses during the nine months ended March 31, 2026, partially offset by increased proceeds upon the maturity of foreign currency contracts during the nine months ended March 31, 2026.
Financing Activities
Cash used in financing activities was $743.9 million for the nine months ended March 31, 2026, compared to cash used of $442.4 million for the nine months ended March 31, 2025. The $301.5 million increase in cash flow used in financing activities was primarily due to $500.0 million of treasury stock repurchases during the nine months ended March 31, 2026 compared to repurchases of $200.0 million during the nine months ended March 31, 2025.
36
Table of Contents
PART I – FINANCIAL INFORMATION Item 2
RESMED INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Dividends
During the three months ended March 31, 2026, we paid cash dividends of $0.60 per common share totaling $87.2 million. On April 30, 2026, our board of directors declared a cash dividend of $0.60 per common share, to be paid on June 18, 2026, to shareholders of record as of the close of business on May 14, 2026. Future dividends are subject to approval by our board of directors.
Common Stock
On February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20.0 million shares of our common stock. Since approval of the share repurchase program in 2014 through March 31, 2026, we have repurchased a total of 11.1 million shares under this repurchase program for an aggregate of $1.4 billion. During the nine months ended March 31, 2026, we repurchased 1,900,332 shares at a cost of $500.0 million. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares of common stock outstanding used in calculating earnings (loss) per share. The share repurchase program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. At March 31, 2026, 8.9 million additional shares remain available for us to repurchase under the approved share repurchase program.
Critical Accounting Principles and Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, including those related to allowance for doubtful accounts, inventory reserves, warranty obligations, goodwill, potentially impaired assets, intangible assets, income taxes and contingencies.
We state these accounting policies in the notes to the financial statements and at relevant sections in this discussion and analysis. The estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions.
For a full discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Recently Issued Accounting Pronouncements
See note 1 to the unaudited condensed consolidated financial statements for a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial position and cash flows.
Contractual Obligations and Commitments
Other than for purchase obligations, there have been no material changes outside the ordinary course of business in our outstanding contractual obligations from those disclosed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Details of our purchase obligations as of March 31, 2026 were as follows (in thousands):
Payments Due by March 31,
Total 2027 2028 2029 2030 2031 Thereafter
Purchase obligations $ 1,033,281 $ 984,028 $ 39,089 $ 6,265 $ 2,334 $ 619 $ 946
Off-Balance Sheet Arrangements
As of March 31, 2026, we are not involved in any significant off-balance sheet arrangements, as described in Instruction 8 to Item 303(b) of Regulation S-K promulgated by the SEC.
37
Table of Contents
PART I – FINANCIAL INFORMATION Item 3
RESMED INC. AND SUBSIDIARIES
Quantitative and Qualitative Disclosures About Market Risk
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.