Overview



Management's discussion and analysis of financial condition and results of
operations is intended to help the reader understand the results of operations
and financial condition of ResMed Inc. and subsidiaries. It is provided as a
supplement to, and should be read together with the selected financial data and
consolidated financial statements and notes included elsewhere 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 apnea, COPD,
neuromuscular disease and other chronic diseases. Sleep apnea includes
obstructive sleep apnea and other respiratory disorders that occur during sleep.
Our products and solutions are designed to improve patient quality of life,
reduce the impact of chronic disease and lower healthcare costs as global
healthcare systems continue to drive a shift in care from hospitals to the home
and lower cost settings. Our cloud-based digital health applications, along with
our devices, are designed to provide connected care to improve patient outcomes
and efficiencies for our customers.

Since the development of continuous positive airway pressure therapy, we have
expanded our business by developing or acquiring a number of products and
solutions for a broader range of respiratory disorders including technologies to
be applied in medical and consumer products, ventilation devices, diagnostic
products, mask systems, headgear and other accessories, dental devices, portable
oxygen concentrators 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 sleep apnea and other
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 fiscal year 2020, we invested $201.9 million on research
and development activities, which represents 6.8% of net revenues with a
continued focus on the development and commercialization of new, innovative
products and solutions that improve patient outcomes, create efficiencies for
our customers and help physicians and providers better manage chronic disease
and lower healthcare costs. During fiscal year 2020, we released new products
including AirFit N30, a nasal cradle mask with a front-facing tube, and AirFit
F30i, a top-of-head connected full face mask as well as expanded our AirView
offering to include certain respiratory care devices. Due to multiple
acquisitions, including of Brightree in April 2016, HEALTHCAREfirst in July 2018
and MatrixCare in November 2018, 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. These platforms
comprise our SaaS business. These products, our cloud-based remote monitoring
and therapy management system, and a robust product pipeline, should continue to
provide us with a strong platform for future growth.

We have determined that we have two operating segments, which are the sleep and
respiratory disorders sector of the medical device industry ("Sleep and
Respiratory Care") and the supply of business management software as a service
to out-of-hospital health providers ("SaaS").

Net revenue in fiscal year 2020 increased to $2,957.0 million, an increase of
13% compared to fiscal year 2019. Gross profit increased for the year ended
June 30, 2020 to $1,717.8 million, from $1,494.1 million for the year ended
June 30, 2019, an increase $223.7 million or 15%. Our net income for the year
ended June 30, 2020 was $621.7 million or $4.27 per diluted share compared to
net income of $404.6 million or $2.80 per diluted share for the year ended
June 30, 2019.

Total operating cash flow for fiscal year 2020 was $802.3 million and at
June 30, 2020, our cash and cash equivalents totaled $463.2 million. At June 30,
2020, our total assets were $4.6 billion and our stockholders' equity was
$2.5 billion. We paid a quarterly dividend of $0.39 per share during fiscal 2020
with a total amount of $225.1 million paid to stockholders.

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 U.S. generally accepted accounting principles.

For discussion related to the results of operations and changes in financial
condition for the fiscal year ended June 30, 2019 compared to fiscal year June
30, 2018, 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, 2019, which was filed with the United States
Securities and Exchange Commission on August 18, 2019.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations



Impact of COVID-19

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.

We have observed increased demand for our ventilator devices and masks, which
can be used to treat COVID-19 patients. Due to governments' varying restrictions
on international and domestic travel, access to labor for our manufacturing
facilities was impacted as was the availability of raw materials and components,
which constrained our manufacturing capacity and restricted our ability to
initially meet the substantial demand for ventilators. Our primary focus is
maximizing the availability of our ventilators and other respiratory support
devices for the patients that need them the most in the countries facing the
greatest challenges. The global increase in our sales for these respiratory care
products during fiscal year 2020 generally followed infection patterns around
the world. We believe the global demand for these devices has largely been met,
however, this may change depending on the ability for regions to contain and
control infection rates, which remains highly uncertain. Additionally, as more
becomes known about the virus and as governments pursue testing and vaccines, we
may see an overall reduction in demand, and then face a corresponding risk of
oversupply by us and by our competitors. While further outbreaks in the future
are highly uncertain, we expect lower demand for ventilator products for the
fiscal year ending June 30, 2021.

As anticipated, we observed lower demand for our sleep devices and masks during
the three months ended June 30, 2020, and we continue to expect COVID-19 will
lead to a temporary decrease in demand for these products from new patients for
some or all of our fiscal year 2021. Specifically, diagnostic pathways for sleep
apnea treatment, including HME suppliers and sleep clinics, have been impacted
and, in some instances, been required, or in the future may be 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
likely resulted in a decrease in demand from new patients for our products
designed to treat sleep apnea. Given the ongoing uncertainty regarding the
duration and extent of the COVID-19 pandemic and measures taken to control the
spread of COVID-19, we are uncertain as to the duration and extent of decreased
demand for our sleep devices. However, due to the nature of the installed base
of existing patients using our devices, we expect the demand for re-supply of
our masks to be less impacted compared to devices.

Our SaaS business may also be 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, therefore, have been impacted, or may be 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 are implementing significant
measures to safeguard their facilities against a potential COVID-19 outbreak.
Given these challenging business conditions and the uncertain economic
environment, we expect businesses will 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.

Our ability to continue to operate without any significant negative impacts will
in part depend on our ability to protect our employees. We have endeavored and
continue to follow recommended actions of government and health authorities to
protect our employees worldwide, but since COVID-19 was declared a pandemic in
March 2020, we were able to broadly maintain our operations, and we are
beginning the slow and careful process of progressively returning to work in our
offices around the world. The pandemic has not negatively impacted our liquidity
position.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

Fiscal Year Ended June 30, 2020 Compared to Fiscal Year Ended June 30, 2019



Net Revenues.  Net revenue for the year ended June 30, 2020 increased to
$2,957.0 million from $2,606.6 million for the year ended June 30, 2019, an
increase of $350.4 million or 13% (a 15% 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, 2020 compared to the year ended June 30,
2019 (in thousands):

                                                             Year Ended June 30,
                                                                                        Constant
                                              2020           2019       % Change       Currency*
U.S., Canada and Latin America
Devices                                   $   792,766    $   743,066          7  %
Masks and other                               779,561        677,430

15

Total Sleep and Respiratory Care $ 1,572,327 $ 1,420,496

 11
Software as a Service                         354,632        275,789         29
Total                                     $ 1,926,959    $ 1,696,285         14
Combined Europe, Asia and other markets
Devices                                   $   715,056    $   618,525         16  %        19      %
Masks and other                               314,998        291,762          8           11

Total Sleep and Respiratory Care $ 1,030,054 $ 910,287

 13           16
Global revenue
Devices                                   $ 1,507,822    $ 1,361,591         11  %        12      %
Masks and other                             1,094,559        969,192         13           14

Total Sleep and Respiratory Care $ 2,602,381 $ 2,330,783

 12           13
Software as a Service                         354,632        275,789         29           29
Total                                     $ 2,957,013    $ 2,606,572         13           15

*Constant currency numbers exclude the impact of movements in international currencies.

Sleep and Respiratory Care



Net revenue from our Sleep and Respiratory Care business for the year ended
June 30, 2020 increased to $2,602.4 million from $2,330.8 million for the year
ended June 30, 2019, an increase of $271.6 million or 12%. Movements in
international currencies against the U.S. dollar negatively impacted net
revenues by approximately $29.9 million for the year ended June 30, 2020.
Excluding the impact of currency movements, total net revenue from our Sleep and
Respiratory Care business for the year ended June 30, 2020 increased by 13%
compared to the year ended June 30, 2019. The increase in net revenue was
primarily attributable to an increase in unit sales of our devices and masks,
including as a result of increased demand for our ventilators due to COVID-19.

Net revenue from our Sleep and Respiratory Care business in the United States,
Canada and Latin America for the year ended June 30, 2020 increased to $1,572.3
million from $1,420.5 million for the year ended June 30, 2019, an increase of
$151.8 million or 11%. The increase was primarily due to an increase in unit
sales of our devices and masks, including as a result of increased demand for
our ventilators due to COVID-19.

Net revenue from our Sleep and Respiratory Care business in markets in combined
Europe, Asia and other markets increased for the year ended June 30, 2020 to
$1,030.1 million from $910.3 million for the year ended June 30, 2019, an
increase of $119.8 million or 13% (an increase of 16% on a constant currency
basis). 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 as a result of increased demand for our ventilators due to
COVID-19.

Net revenue from devices for the year ended June 30, 2020 increased to $1,507.8
million from $1,361.6 million for the year ended June 30, 2019, an increase of
$146.2 million or 11%, including an increase of 7% in the United States, Canada
and Latin America and an increase of 16% in combined Europe, Asia and other
markets (a 19% increase on a constant currency basis). Excluding the impact of
foreign currency movements, device sales for the year ended June 30, 2020
increased by 12%.

Net revenue from masks and other for the year ended June 30, 2020 increased to
$1,094.6 million from $969.2 million for the year ended June 30, 2019, an
increase of 13%, including an increase of 15% in the United States, Canada and
Latin America and an increase of 8% in combined Europe, Asia and other markets
(an 11% increase on a constant currency basis). Excluding the impact of foreign
currency movements, masks and other sales increased by 14%, compared to the year
ended June 30, 2019.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations



Software as a Service

Net revenue from our SaaS business for the year ended June 30, 2020 was $354.6
million, compared to $275.8 million for the year ended June 30, 2019, an
increase of $78.8 million or 29%. The increase was predominantly due to revenue
attributable to MatrixCare, which was acquired on November 13, 2018, and
continued growth in our SaaS product offerings.

Gross Profit and Gross Margin.  Within our consolidated statements of income for
the years ended June 30, 2020, 2019 and 2018, cost of sales has been adjusted to
include amortization of acquired intangible assets directly applicable to
revenue. As a result, gross profit now includes amortization of acquired
intangible assets relating to cost of sales and operating expenses have been
reduced by this amount. There was no impact on income from operations, income
before taxes or net income, as a result of this reclassification. The
adjustments to the previously reported amounts are not material.

The table below presents a reconciliation of amortization of acquired intangible
assets by income statement caption summing to total amortization of acquired
intangible assets as previously reported for the year ended June 30, 2019 (in
thousands):

                                                                              2019

Amortization of acquired intangible assets related to cost of sales $ 42,514 Amortization of acquired intangible assets related to operating expenses


   32,424
Total as previously reported                                               $   74,938

The table below presents a reconciliation of gross profit as previously reported for the year ended June 30, 2019 adjusted for the amortization of acquired intangible assets now included in cost of sales (in thousands):

2019


Gross profit as previously reported                                  $

1,536,585

Amortization of acquired intangible assets related to cost of sales (42,514) Gross profit

$ 1,494,071


Gross profit increased for the year ended June 30, 2020 to $1,717.8 million from
$1,494.1 million for the year ended June 30, 2019, an increase of $223.7 million
or 15%. Gross profit as a percentage of net revenue was 58.1% for the year ended
June 30, 2020, compared with the 57.3% for the year ended June 30, 2019. The
increase in gross margin was due primarily to favorable product mix, which was
partially offset by an increase in manufacturing and logistics costs as a result
of the COVID-19 pandemic and an increase in amortization of intangible assets
associated with MatrixCare and Propeller Health, which were acquired in November
2018 and January 2019, respectively.

Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased for the year ended June 30, 2020 to $676.7
million from $645.0 million for the year ended June 30, 2019, an increase of
$31.7 million or 5%. The selling, general and administrative expenses, as
reported in U.S. dollars, were favorably impacted by the movement of
international currencies against the U.S. dollar, which decreased our expenses
by approximately $15.1 million. Excluding the impact of foreign currency
movements, selling, general and administrative expenses for the year ended
June 30, 2020 increased by 7% compared to the year ended June 30, 2019. As a
percentage of net revenue, selling, general and administrative expenses for the
year ended June 30, 2020 improved to 22.9% compared to 24.7% for the year ended
June 30, 2019.

The constant currency increase in selling, general and administrative expenses
was primarily due to additional personnel to support our commercial activities
and additional expenses associated with the consolidation of our acquisitions of
MatrixCare and Propeller Health, partially offset by a decrease in legal costs
and travel, marketing and consulting expenses, either as a direct or indirect
result of the COVID-19 pandemic.

Research and Development Expenses.  Research and development expenses increased
for the year ended June 30, 2020 to $201.9 million from $180.7 million for the
year ended June 30, 2019, an increase of $21.3 million or 12%. The research and
development expenses were favorably impacted by the movement of international
currencies against the U.S. dollar, which decreased our expenses by
approximately $4.4 million, as reported in U.S. dollars. Excluding the impact of
foreign currency movements, research and development expenses for the year ended
June 30, 2020 increased by 14% compared to the year ended June 30, 2019. As a
percentage of net revenue, research and development expenses were 6.8% for the
year ended June 30, 2020 compared to 6.9% for the year ended June 30, 2019.

The constant currency increase in research and development expenses was
primarily due to additional expenses associated with the consolidation of our
acquisitions of MatrixCare and Propeller Health as well as additional personnel
to facilitate development of new products and solutions.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations



Amortization of Acquired Intangible Assets.  Amortization of acquired intangible
assets for the year ended June 30, 2020 totaled $30.1 million compared to $32.4
million for the year ended June 30, 2019. The decrease in amortization expense
was attributable to our historical intangible assets becoming fully amortized
during the fiscal year.

Restructuring Expenses.  During the year ended June 30, 2020, we did not incur
material restructuring expenses. During the year ended June 30, 2019, we
incurred restructuring expenses of $9.4 million associated with the
reorganization, rationalization and relocation of some of our research and
development and SaaS operations including the closure of our German research and
development site. We recorded the full amount of $9.4 million during the year
ended June 30, 2019, within our operating expenses, which was separately
disclosed as restructuring expenses. The restructuring expenses consisted
primarily of severance payments to employees and contract exit costs associated
with several impacted sites.

Acquisition Related Expenses. During the year ended June 30, 2020, we did not incur material acquisition related expenses. During the year ended June 30, 2019, we recognized acquisition related expenses of $6.1 million associated primarily with our acquisition of MatrixCare.



Litigation Settlement Expenses.  During the year ended June 30, 2020, we did not
incur material litigation settlement expenses. During the year ended June 30,
2019, we recognized litigation settlement expenses of $41.2 million on account
of a tentative agreement with the Department of Justice to resolve an ongoing
investigation by the government into certain of our product offerings. The final
agreement, entered into in December 2019, included payment by us of $39.5
million, and additional fees and administrative costs raising the overall total
to $41.2 million.

Total Other Income (Loss), Net.  Total other income (loss), net for the year
ended June 30, 2020 was a loss of $76.6 million, compared to a loss of
$60.4 million for the year ended June 30, 2019. The change was due primarily to
an increase in losses attributable to equity method investments for the year
ended June 30, 2020 of $25.1 million, compared to $15.8 million for the year
ended June 30, 2019. The losses attributable to equity method investments relate
to our joint venture with Verily whereby we recognize our share of the joint
venture's losses. Additionally, interest expense increased to $40.4 million for
the year ended June 30, 2020 compared to interest expense of $36.2 million for
the year ended June 30, 2019.

Income Taxes.  Our effective income tax rate decreased to 15.2% for the year
ended June 30, 2020 from 22.0% for the year ended June 30, 2019. Our effective
income tax rate was affected by the geographic mix of our earnings and windfall
tax benefits related to the vesting or settlement of employee share-based
awards. Our Singapore operations operate under certain tax holidays and tax
incentive programs that will expire in whole or in part at various dates through
June 30, 2030. As a result of the U.S. Tax Act, 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.

Finally, in connection with the audit by the Australian Tax Office (the "ATO")
for the tax years 2009 to 2013, we received Notices of Amended Assessments in
March 2018. Based on these assessments, the ATO asserted that we owe $151.7
million in additional income tax and $38.4 million in accrued interest, of which
$75.9 million was paid in April 2018 under a payment arrangement with the ATO.
As of June 30, 2020, we have recorded a receivable in prepaid taxes and other
non-current assets for the amount paid as we ultimately expect this will be
refunded by the ATO. In June 2018, we received a notice from the ATO claiming
penalties of 50% of the additional income tax that was assessed or $75.9
million. The ATO is currently auditing tax years 2014 to 2018. We do not agree
with the ATO's assessments and continue to believe we are more likely than not
to be successful in defending our position.

Net Income and Earnings per Share.  As a result of the factors above, our net
income for the year ended June 30, 2020 was $621.7 million compared to net
income of $404.6 million for the year ended June 30, 2019. Our earnings per
diluted share for the year ended June 30, 2020 was $4.27 compared to $2.80 for
the year ended June 30, 2019, an increase of 53%.

Liquidity and Capital Resources



As of June 30, 2020 and June 30, 2019, we had cash and cash equivalents of
$463.2 million and $147.1 million, respectively. Working capital was $920.7
million and $589.4 million, at June 30, 2020 and June 30, 2019, respectively. As
of June 30, 2020 we had $1.2 billion of borrowings under our revolving credit
facility, term credit facility and senior notes as compared to $1.3 billion at
June 30, 2019. In response to the uncertainty associated with the COVID-19
pandemic, we increased our cash and cash equivalents position during the year by
drawing down from our revolving credit facility. As of June 30, 2020, we had
$1.1 billion available for draw down under the revolving credit facility and a
combined total of $1.5 billion in cash and available liquidity under the
revolving credit facility.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations



As of June 30, 2020 and June 30, 2019, our cash and cash equivalent balances
held within the United States amounted to $158.8 million and $33.6 million,
respectively. Our remaining cash and cash equivalent balances at June 30, 2020
and June 30, 2019, of $304.4 million and $113.5 million, respectively, were held
by our non-U.S. subsidiaries. Our cash and cash equivalent balances are held at
highly rated financial institutions.

We repatriated $400.0 million and $360.0 million to the United States during
both the years ended June 30, 2020 and 2019, respectively, from earnings
generated in each of those years. The amount of the current year foreign
earnings that we have repatriated to the United States in the past has been
determined, and the amount that we expect to repatriate during fiscal year 2021
will be determined, based on a variety of factors, including current year
earnings of our foreign subsidiaries, foreign investment needs and the cash flow
needs we have in the United States, such as for the repayment of debt, dividend
distributions, and other domestic obligations.

During the year ended June 30, 2018, as a result of the U.S. Tax Act, 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. On June 14, 2019,
the U.S. Treasury Department issued final and temporary regulations relating to
the repatriation of non-U.S. earnings. As a result, in the event our non-U.S.
earnings had not been permanently reinvested, deferred taxes of approximately
$194.4 million in U.S. federal deferred tax and $5.2 million in U.S. state
deferred taxes would have been recognized in the consolidated financial
statements.

Inventories at June 30, 2020 were $416.9 million, an increase of $67.3 or 19%
over the balance at June 30, 2019 of $349.6 million. The increase in inventories
was required primarily to support our revenue growth, including increased demand
for our ventilators due to COVID-19.

Accounts receivable, net of allowance for doubtful accounts, at June 30, 2020
were $474.6 million, a decrease of $53.9 million or 10% over the June 30, 2019
accounts receivable balance of $528.5 million. Accounts receivable days' sales
outstanding of 65 days at June 30, 2020 decreased by 2 days compared to 67 days
at June 30, 2019. Our allowance for doubtful accounts as a percentage of total
accounts receivable at June 30, 2020 and 2019 was 5.7% and 4.5%, respectively.

Effective July 1, 2019, we adopted the Accounting Standards Update ("ASU") No.
2016-02, "Leases" (Topic 842). As of June 30, 2020, and in accordance with the
new guidance, we have recognized a right-of-use asset ("ROU") of $118.3 million
and a lease liability of $123.1 million on the balance sheet for all operating
leases, other than those that meet the definition of a short-term lease.

During the year ended June 30, 2020, we generated cash of $802.3 million from
operations compared to $459.1 million for the year ended June 30, 2019. The
increase in cash generated from operations during the year ended June 30, 2020
was primarily due to the increase in operating profit and improvement in working
capital, partially offset by higher inventory levels. Movements in foreign
currency exchange rates during the year ended June 30, 2020 had the effect of
increasing our cash and cash equivalents by $10.9 million, as reported in U.S.
dollars.

During the year ended June 30, 2020, we paid $27.9 million associated with business acquisitions, net of cash acquired, compared to $951.4 million during the year ended June 30, 2019.



We have temporarily suspended our share repurchase program and, accordingly, did
not repurchase any shares during year ended June 30, 2020. During the year ended
June 30, 2019, we repurchased 200,000 shares at a cost of $22.8 million under
our share repurchase program. During fiscal years 2020 and 2019, we also paid
dividends totaling $225.1 million and $211.7 million, respectively.

Details of contractual obligations at June 30, 2020 are as follows (in
thousands):

                                                       Payments Due by June 30,
                         Total       2021       2022      2023       2024       2025     Thereafter
Debt                  $ 1,180,000  $ 12,000   $ 12,000  $ 12,000   $ 644,000  $      -  $    500,000
Interest on debt          155,129     26,435    26,435     24,816     16,725    16,725        43,994
Operating leases          131,382     25,963    19,038     15,906     13,407    10,684        46,384
Purchase obligations      462,996    458,623     3,678        518        111        66             -
Total                 $ 1,929,507  $ 523,021  $ 61,151  $  53,240  $ 674,243  $ 27,475  $    590,378




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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations



Details of other commercial commitments at June 30, 2020 are as follows (in
thousands):

                                                      Amount of Commitment Expiration Per Period
                            Total         2021         2022        2023       2024        2025       Thereafter

Standby letter of credit   $ 16,318   $      3,638   $      33   $    536   $       -   $       -   $     12,111
Guarantees*                   3,302            185          24         38          49          18          2,988
Total                      $ 19,620   $      3,823   $      57   $    574   $      49   $      18   $     15,099


*These guarantees mainly relate to requirements under contractual obligations
with insurance companies transacting with our German subsidiaries and guarantees
provided under our facility leasing obligations.

Refer to Note 17 - Legal Actions, Contingencies and Commitments of the Notes to the Consolidated Financial Statements (Part II, Item 8) for details of our contingent obligations under recourse provisions.

Segment Information



We have determined that we have two operating segments, which are the Sleep and
Respiratory Care segment and the SaaS segment. See Note 15 - Segment Information
of the Notes to the Consolidated Financial Statements (Part II, Item 8) for
financial information regarding segment reporting. Financial information about
our revenues from and assets located in foreign countries is also included in
the notes to the consolidated financial statements included in this report.

Credit Facility



On April 17, 2018, we entered into an amended and restated credit agreement, or
the Revolving Credit Agreement, as borrower, with lenders 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. The Revolving
Credit Agreement, among other things, provided a senior unsecured revolving
credit facility of $800.0 million, with an uncommitted option to increase the
revolving credit facility by an additional $300.0 million.

Additionally, on April 17, 2018, ResMed Limited entered into a syndicated
facility agreement, or the Term Credit Agreement, as borrower, with lenders MUFG
Union Bank, N.A., as administrative agent, joint lead arranger and joint book
runner, and Westpac Banking Corporation, as syndication agent, joint lead
arranger and joint book runner. The Term Credit Agreement, among other things,
provides ResMed Limited a senior unsecured term credit facility of $200.0
million.

On November 5, 2018, we entered into a first amendment to the Revolving Credit
Agreement to, among other things, increase the size of our senior unsecured
revolving credit facility from $800.0 million to $1.6 billion, with an
uncommitted option to increase the revolving credit facility by an additional
$300.0 million.

Our obligations under the Revolving Credit Agreement are guaranteed by certain
of our direct and indirect U.S. subsidiaries, and ResMed Limited's obligations
under the Term Credit Agreement are guaranteed by us and certain of our direct
and indirect U.S. subsidiaries. The Revolving Credit Agreement and Term Credit
Agreement contain customary covenants, including, in each case, a financial
covenant that requires that we maintain a maximum leverage ratio of funded debt
to EBITDA (as defined in the Revolving Credit Agreement and Term Credit
Agreement, as applicable). The entire principal amounts of the revolving credit
facility and term credit facility, and, in each case, any accrued but unpaid
interest may be declared immediately due and payable if an event of default
occurs, as defined in the Revolving Credit Agreement and the Term Credit
Agreement, as applicable. Events of default under the Revolving Credit Agreement
and the Term Credit Agreement include, in each case, failure to make payments
when due, the occurrence of a default in the performance of any covenants in the
respective agreements or related documents, or certain changes of control of us,
or the respective guarantors of the obligations borrowed under the Revolving
Credit Agreement and Term Credit Agreement.

The Revolving Credit Agreement and Term Credit Agreement each terminate on April
17, 2023, when all unpaid principal and interest under the loans must be repaid.
Amounts borrowed under the Term Credit Agreement will also amortize on a
semi-annual basis, with a $6.0 million principal payment required on each such
semi-annual amortization date. The outstanding principal amounts will bear
interest at a rate equal to LIBOR plus 0.75% to 1.50% (depending on the
then-applicable leverage ratio) or the Base Rate (as defined in the Revolving
Credit Agreement and the Term Credit Agreement, as applicable) plus 0.0% to
0.50% (depending on the then-applicable leverage ratio). At June 30, 2020, the
interest rate that was being charged on the outstanding principal amounts was
1.2%. An applicable commitment fee of 0.100% to 0.175% (depending on the
then-applicable leverage ratio) applies on the unused portion of the revolving
credit facility. At June 30, 2020, we were in compliance with our debt covenants
and there was $680.0 million outstanding under the Revolving Credit Agreement
and Term Credit Agreement.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations



Senior Notes

On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers
to that agreement, in connection with the issuance and sale of $250.0 million
principal amount of our 3.24% senior notes due July 10, 2026, and $250.0 million
principal amount of our 3.45% senior notes due July 10, 2029. Our obligations
under the Note Purchase Agreement and the Notes are unconditionally and
irrevocably guaranteed by certain of our direct and indirect U.S. subsidiaries,
including ResMed Corp., ResMed Motor Technologies Inc., Birdie Inc., Inova Labs,
Inc., Brightree LLC, Brightree Home Health & Hospice LLC, Brightree Patient
Collections LLC, ResMed Operations Inc., HEALTHCAREfirst Holding Company, HCF
Holdco Company, HEALTHCAREfirst, Inc., CareFacts Information Systems, LLC and
Lewis Computer Services, LLC, MatrixCare Holdings Inc., MatrixCare, Inc.,
Reciprocal Labs Corporation and ResMed SaaS Inc., under a Subsidiary Guaranty
Agreement dated as of July 10, 2019. The net proceeds from this transaction were
used to pay down borrowings on our Revolving Credit Agreement.

Under the terms of the Note Purchase Agreement, we agreed to customary covenants
including with respect to our corporate existence, transactions with affiliates,
and mergers and other extraordinary transactions. We also agreed that, subject
to limited exceptions, we will maintain a ratio of consolidated funded debt to
consolidated EBITDA of no more than 3.50 to 1.00 as of the last day of any
fiscal quarter, and will not at any time permit the amount of all secured and
unsecured debt of us and our subsidiaries to exceed 10% of our consolidated
tangible assets, determined as of the end of our most recently ended fiscal
quarter.

On June 30, 2020, we were in compliance with our debt covenants and there was a
total of $1,180.0 million outstanding under the Revolving Credit Agreement, Term
Credit Agreement and Senior Notes. 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 undrawn debt facilities.

Critical Accounting Principles and Estimates



The preparation of financial statements in conformity with U.S. GAAP requires us
to make estimates and judgments that affect our reported amounts of assets and
liabilities, revenues and expenses and related disclosures of contingent assets
and liabilities. On an ongoing basis we evaluate our estimates, including those
related to allowance for doubtful accounts, inventory reserves, warranty
obligations, goodwill, potentially impaired assets, intangible assets, income
taxes and contingencies.

We state these accounting policies in the notes to the financial statements and
at relevant sections in this discussion and analysis. The estimates are based on
the information that is currently available to us and on various other
assumptions that we believe to be reasonable under the circumstances. Actual
results could vary from those estimates under different assumptions or
conditions.

We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements:



(1) Valuation of Goodwill, Intangible and Other Long-Lived Assets.  We make
assumptions in establishing the carrying value, fair value and estimated lives
of our goodwill, intangibles and other long-lived assets. Our goodwill
impairment tests are performed at our reporting unit level, which is one level
below our operating segments. The criteria used for these evaluations include
management's estimate of the asset's continuing ability to generate positive
income from operations and positive cash flow in future periods compared to the
carrying value of the asset, as well as the strategic significance of any
identifiable intangible asset in our business objectives. If assets are
considered to be impaired, we recognize as impairment the amount by which the
carrying value of the assets exceeds their fair value, and for goodwill is
limited to the value of goodwill allocated to the impaired reporting unit, as
described in Step 1 below. We base useful lives and related amortization or
depreciation expense on our estimate of the period that the assets will generate
revenues or otherwise be used by us. Factors that would influence the likelihood
of a material change in our reported results include significant changes in the
asset's ability to generate positive cash flow, loss of legal ownership or title
to the asset, a significant decline in the economic and competitive environment
on which the asset depends, significant changes in our strategic business
objectives, utilization of the asset, and a significant change in the economic
and/or political conditions in certain countries.

We conduct an annual review for goodwill impairment at our reporting unit level based on the following steps:



Step 0 or Qualitative assessment - Evaluate qualitative factors to determine
whether it is more likely than not that the fair value of a reporting unit is
less than its carrying amount, including goodwill. The factors we consider
include, but are not limited to, macroeconomic conditions, industry and market
considerations, cost factors, overall financial performance or events-specific
to that reporting unit. If or when we determine it is more likely than not that
the fair value of a reporting unit is less than the carrying amount, including
goodwill, we would move to Step 1 of the quantitative method.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations



Step 1 - Compare the fair value for each reporting unit to its carrying value,
including goodwill. Fair value is determined based on estimated discounted cash
flows. A goodwill impairment charge is recognized for the amount that the
carrying amount of a reporting unit, including goodwill, exceeds its fair value,
limited to the total amount of goodwill allocated to that reporting unit. If a
reporting unit's fair value exceeds the carrying value, no further work is
performed and no impairment charge is necessary.

(2) Income Tax.  We assess our income tax positions and record tax benefits for
all years subject to audit based upon management's evaluation of the facts,
circumstances and information available at the reporting date.  If we determine
that it is not more likely than not that we would be able to realize all or part
of our net deferred tax assets in the future, an adjustment to the deferred tax
assets would be charged to income tax expense in the period such determination
is made. Alternatively, if we determine that it is more likely than not that the
net deferred tax assets would be realized, any previously provided valuation
allowance is reversed. These changes to the valuation allowance and resulting
increases or decreases in income tax expense may have a material effect on our
operating results.

Our income tax returns are based on calculations and assumptions subject to
audit by various tax authorities. In addition, the calculation of our tax
liabilities involves dealing with uncertainties in the application of complex
tax laws. Although currently immaterial, we recognize liabilities for uncertain
tax positions based on a two-step process. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence
indicates that it is more likely than not that the position will be sustained on
audit, including resolution of related appeals or litigation processes, if any.
The second step is to measure the tax benefit as the largest amount that is more
than 50% likely of being realized upon settlement. While we believe we have
appropriate support for the positions taken on our tax returns, we regularly
assess the potential outcomes of examinations by tax authorities in determining
the adequacy of our provision for income taxes. Based on our regular assessment,
we may adjust the income tax provision and deferred taxes in the period in which
the facts that give rise to a revision become known.

In connection with the audit by the ATO for the tax years 2009 to 2013, we
received Notices of Amended Assessments in March 2018. Based on these
assessments, the ATO asserted that we owe $151.7 million in additional income
tax and $38.4 million in accrued interest, of which $75.9 million was paid in
April 2018 under a payment arrangement with the ATO. In June 2018, we received a
notice from the ATO claiming penalties of 50% of the additional income tax that
was assessed or $75.9 million. At June 30, 2020, we recorded a receivable in
prepaid taxes and other non-current assets for the amount paid as we ultimately
expect this will be refunded by the ATO. The ATO is currently auditing tax years
2014 to 2018. We do not agree with the ATO's assessments and continue to believe
we are more likely than not to be successful in defending our position.

(3) Revenue Recognition.  We have determined that we have two operating
segments, which are the sleep and respiratory disorders sector of the medical
device industry ("Sleep and Respiratory Care") and the supply of business
management software as a service to out-of-hospital health providers ("SaaS").
For products in our Sleep and Respiratory Care business, we transfer control and
recognize a sale when products are shipped to the customer in accordance with
the contractual shipping terms. For our SaaS business, revenue associated with
professional services are recognized as they are provided. We defer the
recognition of a portion of the consideration received when performance
obligations are not yet satisfied. Consideration received from customers in
advance of revenue recognition is classified as deferred revenue. Performance
obligations resulting in deferred revenue in our Sleep and Respiratory Care
business relate primarily to extended warranties on our devices and the
provision of data for patient monitoring. Performance obligations resulting in
deferred revenue in our SaaS business relate primarily to the provision of
software access with maintenance and support over an agreed term and material
rights associated with future discounts upon renewal of some SaaS contracts.
Generally, deferred revenue will be recognized over a period of one to five
years. Our contracts do not contain significant financing components.

Revenue is measured as the amount of consideration we expect to receive in
exchange for transferring goods or providing services. In our Sleep and
Respiratory Care business, the amount of consideration received and revenue
recognized varies with changes in marketing incentives (e.g., rebates,
discounts, free goods) and returns offered to customers. In accounting for these
rebate programs, we reduce revenue ratably as sales occur over the rebate period
by the expected value of the rebates to be returned to the customer. We also
recognize discount on products as a reduction to revenue when control is
transferred. We adjust the estimate of revenue for the impact of returned items
at the earlier of when the most likely amount of consideration can be estimated,
the amount expected to be received changes, or when the consideration becomes
fixed. However, returns of products, excluding warranty-related returns, are
infrequent and insignificant.

When Sleep and Respiratory Care or SaaS contracts have multiple performance
obligations, we generally use an observable price to determine the stand-alone
selling price by reference to pricing and discounting practices for the specific
product or service when sold separately to similar customers. Revenue is then
allocated proportionately, based on the determined stand-alone selling price, to
each performance obligation. An allocation is not required for many of our Sleep
and Respiratory Care contracts that have a single performance obligation, which
is the shipment of our therapy-based equipment.



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PART II Item 7




                          RESMED INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

Recently Issued Accounting Pronouncements

See Note 3 - New Accounting Pronouncements of the Notes to Consolidated Financial Statements (Part II, Item 8) for a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial positions and cash flows.

Off-Balance Sheet Arrangements



As of June 30, 2020, we are not involved in any significant off-balance sheet
arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by
the SEC.



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PART II Item 7A




                          RESMED INC. AND SUBSIDIARIES

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