What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-02-08 compared with 2023-11-07 · 180 added, 156 removed, 706 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands)

September 30,

2023 March 31,

41 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

11 unchanged sentences

Research and development 25,913 25,514 78,459 75,193

Restructuring (credits) expenses

( 23 ) 62 ( 4 ) 88

Restructuring expenses 6 39 2 127

Total operating expenses 386,437 330,694 1,178,688 1,528,847

Income (loss) from operations 185,857 ( 306,415 ) 374,739 ( 148,020 )

Income from operations 216,156 190,803 590,895 42,783

Non-operating expenses, net:

3 unchanged sentences

Income (loss) before income tax expense 179,289 160,338 487,357 ( 37,773 )

Income tax expense (benefit) 33,808 ( 17,831 ) 67,932 6,365

Income tax expense 38,344 37,013 106,276 43,378

Net income (loss) 140,945 123,325 381,081 ( 81,151 )

9 unchanged sentences

(in thousands)

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

4 unchanged sentences

Other comprehensive income (loss)

Amortization of pension and postretirement benefit plan costs, (net of taxes of $ 18 , $ 10 , 35 and $ 16 respectively)

Defined benefit plan changes (net of taxes of $ 17 , $ 8 , $ 52 and $ 24 , respectively)

Change in cumulative currency translation adjustment 134,048 233,958 67,906 ( 154,438 )

5 unchanged sentences

(in thousands)

Six Months Ended September 30,

Nine Months Ended December 31,

Operating activities:

4 unchanged sentences

Share-based compensation expense 47,588 29,857

Gain on the disposal of property, plant, equipment, and intangibles, net

( 1,103 ) ( 50 )

(Gain) loss on the disposal of property, plant, equipment, and intangibles, net ( 971 ) 653

Loss on sale of businesses, net — 3,939

16 unchanged sentences

Financing activities:

Payments on Private Placement Senior Notes

Payments on term loans ( 45,000 ) ( 141,875 )

5 unchanged sentences

Cash dividends paid to ordinary shareholders ( 149,173 ) ( 136,898 )

Distributions to noncontrolling interest ( 1,561 ) ( 794 )

Contributions from noncontrolling interest 2,883 —

Stock option and other equity transactions, net 3,526 1,497

2 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 1,932 ( 17,574 )

Increase (decrease) in cash and cash equivalents 5,400 ( 90,061 )

Decrease in cash and cash equivalents ( 12,772 ) ( 88,949 )

Cash and cash equivalents at beginning of period 208,357 348,320

4 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30, 2023

Three Months Ended December 31, 2023

Ordinary Shares Retained

1 unchanged sentence

Comprehensive

Non-controlling

Interest Total

Noncontrolling

Number Amount

Balance at June 30, 2023 98,781 $ 4,498,212 $ 1,980,933 $ ( 310,859 ) $ 10,086 $ 6,178,372

Balance at September 30, 2023 98,789 $ 4,518,911 $ 2,045,897 $ ( 386,735 ) $ 11,095 $ 6,189,168

Comprehensive income:

Net income — — 140,743 — 202 140,945

Other comprehensive loss

Other comprehensive income

— — — 134,106 — 134,106

3 unchanged sentences

— — ( 51,377 ) — — ( 51,377 )

Contributions from noncontrolling interest

— — — — 2,883 2,883

Distributions to noncontrolling interest — — — — ( 1,561 ) ( 1,561 )

Other changes in noncontrolling interest — — — — 84 84

Balance at September 30, 2023 98,789 $ 4,518,911 $ 2,045,897 $ ( 386,735 ) $ 11,095 $ 6,189,168

Six Months Ended September 30, 2023

Balance at December 31, 2023 98,808 $ 4,534,259 $ 2,133,766 $ ( 252,629 ) $ 12,703 $ 6,428,099

Nine Months Ended December 31, 2023

Ordinary Shares Retained

1 unchanged sentence

Comprehensive

Non-controlling

Interest Total

Noncontrolling

Number Amount

2 unchanged sentences

Net income — — 379,616 — 1,465 381,081

Other comprehensive loss

Other comprehensive income

— — — 68,081 — 68,081

3 unchanged sentences

— — ( 149,173 ) — — ( 149,173 )

Contributions from noncontrolling interest — — — — 2,883 2,883

Distributions to noncontrolling interest — — — — ( 1,561 ) ( 1,561 )

Other changes in noncontrolling interest — — — — ( 58 ) ( 58 )

Balance at September 30, 2023 98,789 $ 4,518,911 $ 2,045,897 $ ( 386,735 ) $ 11,095 $ 6,189,168

Balance at December 31, 2023 98,808 $ 4,534,259 $ 2,133,766 $ ( 252,629 ) $ 12,703 $ 6,428,099

STERIS PLC AND SUBSIDIARIES

1 unchanged sentence

(in thousands, except per share amounts)

Three Months Ended September 30, 2022

Three Months Ended December 31, 2022

Ordinary Shares Retained

1 unchanged sentence

Comprehensive

Loss Non-controlling

Interest Total

Loss Noncontrolling

Number Amount

Balance at June 30, 2022 100,090 $ 4,738,746 $ 2,057,175 $ ( 388,373 ) $ 11,580 $ 6,419,128

Balance at September 30, 2022 99,868 $ 4,705,118 $ 1,695,087 $ ( 598,148 ) $ 11,390 $ 5,813,447

Comprehensive income:

Net (loss) income — — ( 315,285 ) — 54 ( 315,231 )

Other comprehensive loss — — — ( 209,775 ) — ( 209,775 )

Net income (loss)

— — 123,828 — ( 503 ) 123,325

Other comprehensive income

— — — 233,985 — 233,985

Repurchases of ordinary shares ( 493 ) ( 82,804 ) ( 1,226 ) — — ( 84,030 )

2 unchanged sentences

— — ( 46,917 ) — — ( 46,917 )

Distributions to noncontrolling interest — — — — ( 794 ) ( 794 )

Other changes in noncontrolling interest — — — — 115 115

Balance at September 30, 2022 99,868 $ 4,705,118 $ 1,695,087 $ ( 598,148 ) $ 11,390 $ 5,813,447

Six Months Ended September 30, 2022

Balance at December 31, 2022 99,400 $ 4,631,703 $ 1,770,772 $ ( 364,163 ) $ 10,208 $ 6,048,520

Nine Months Ended December 31, 2022

Ordinary Shares Retained

1 unchanged sentence

Comprehensive

Loss Non-controlling

Interest Total

Loss Noncontrolling

Number Amount

7 unchanged sentences

— — ( 136,898 ) — — ( 136,898 )

Distributions to noncontrolling interest — — — — ( 794 ) ( 794 )

Other changes in noncontrolling interest — — — — ( 323 ) ( 323 )

Balance at September 30, 2022 99,868 $ 4,705,118 $ 1,695,087 $ ( 598,148 ) $ 11,390 $ 5,813,447

Balance at December 31, 2022 99,400 $ 4,631,703 $ 1,770,772 $ ( 364,163 ) $ 10,208 $ 6,048,520

See notes to consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

2 unchanged sentences

WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare, life sciences and dental products and services.

We offer our Customers a unique mix of innovative consumable products, such as detergents, endoscopy accessories, barrier products, and other products and services, including:

equipment installation and maintenance, microbial reduction of medical devices, dental instruments and tools, instrument and scope repair, laboratory testing services, outsourced reprocessing, and capital equipment products, such as sterilizers and surgical tables, automated endoscope reprocessors, and connectivity solutions such as operating room (“OR”) integrati on.

We offer our Customers a unique mix of innovative consumable products, such as detergents, endoscopy accessories, barrier products, and other products and services, including equipment installation and maintenance, microbial reduction of medical devices, dental instruments and tools, instrument and scope repair, laboratory testing services, outsourced reprocessing, and capital equipment products, such as sterilizers and surgical tables, automated endoscope reprocessors, and connectivity solutions such as operating room (“OR”) integrati on.

We operate and report in four reportable business segments:

25 unchanged sentences

We revise the estimates and assumptions as new information becomes available.

This means that operating results for the three and six month periods ended September 30, 2023 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2024.

This means that operating results for the three and nine month periods ended December 31, 2023 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2024.

Revenue Recognition and Associated Liabilities

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

13 unchanged sentences

Certain costs to fulfill a contract are capitalized and amortized over the term of the contract if they are recoverable, directly related to a contract and generate resources that we will use to fulfill the contract in the future.

At September 30, 2023, assets related to costs to fulfill a contract were not material to our consolidated financial statements.

At December 31, 2023, assets related to costs to fulfill a contract were not material to our consolidated financial statements.

Refer to Note 9 titled, "Business Segment Information" for disaggregation of revenue.

19 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

3 unchanged sentences

Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year.

During the first six months of fiscal 2024, $ 64,241 of the March 31, 2023 deferred revenue balance was recorded as revenue.

During the first six months of fiscal 2023, $ 67,218 of the March 31, 2022 deferred revenue balance was recorded as revenue.

During the first nine months of fiscal 2024, $ 70,181 of the March 31, 2023 deferred revenue balance was recorded as revenue.

During the first nine months of fiscal 2023, $ 76,861 of the March 31, 2022 deferred revenue balance was recorded as revenue.

Refer to Note 6 titled, "Additional Consolidated Balance Sheet Information" for deferred revenue balances.

5 unchanged sentences

Remaining performance obligations reflect only the performance obligations related to agreements for which we have a firm commitment from a Customer to purchase and exclude variable consideration related to unsatisfied performance obligations.

With regard to products, these remaining performance obligations include capital equipment and consumable orders which have not shipped.

With regard to products, these remaining performance obligations include orders for capital equipment and consumables where control of the product has not passed to the Customer.

With regard to service, these remaining performance obligations primarily include installation, certification, and outsourced reprocessing services.

As of September 30, 2023, the transaction price allocated to remaining performance obligations was approximately $ 1,579,938 .

As of December 31, 2023, the transaction price allocated to remaining performance obligations was approximately $ 1,555,119 .

We expect to recognize approximately 56 % of the transaction price within one year and approximately 32 % beyond one year.

The remainder has yet to be scheduled for delivery.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

Recently Issued Accounting Standards Impacting the Company

1 unchanged sentence

Standard Date of Issuance Description Date of Adoption Effect on the financial statements or other significant matters

Standards that have not yet been adopted

Standards that have been adopted in fiscal 2024

ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations." September 2022 The standard provides guidance to enhance the transparency of disclosures for entities that utilize supplier finance programs to include information about the key terms of the programs and present a rollforward of any obligations under the program where those obligations are presented in the balance sheet.

NA We are in the process of evaluating the impact that the standard will have on our consolidated financial statements.

ASU 2023-05 "Business Combinations - Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement."

The standard adds specific guidance to contributions made to a joint venture, upon formation, in a joint venture's separate financial statements.

Upon formation of a new joint venture, assets and liabilities will now be initially measure at fair value.

The amendments in this standard are effective for all joint ventures formed with a formation date on or after January 1, 2025.

Joint ventures formed prior to this date have the option to apply the amendments retrospectively if there is sufficient information.

We adopted this standard in fiscal 2024 with no material impact to our consolidated financial statements.

Standards that have not yet been adopted

ASU 2023-07 "Segment Reporting (Topic 280)

Improvements to Reportable Segment Disclosures." November 2023 The standard provides guidance to enhance disclosures related to reportable segment expenses, including requirements to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM"), the title and position of the CODM and a description of how the CODM uses the information to make decisions regarding the allocation of resources.

The standard also requires disclosure of certain segment information currently required annually to be reported on an interim basis.

The amendments in this standard are effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

We are in the process of evaluating the impact that the standard will have on our consolidated financial statements.

A detailed description of our significant and critical accounting policies, estimates, and assumptions is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023.

ASU 2023-09 "Income Taxes (Topic 740) Improvements to Income Tax Disclosures." December 2023 The standard provides guidance to enhance disclosures related to income taxes paid (net of refunds), requiring disaggregation by federal, state, and foreign, and disclosure of income taxes paid (net of refunds received) by individual jurisdictions that represent greater than 5 percent of the total.

The standard also requires disclosure of income (loss) from continuing operations before income taxes, disaggregated between domestic and foreign, and income tax expense (or benefit) disaggregated by federal, state, and foreign.

Finally, the standard removes the requirement for certain disclosures related to changes in unrecognized tax benefits and certain amounts of temporary differences.

The amendments in this standard are effective for annual periods beginning after December 15, 2024.

NA We are in the process of evaluating the impact that the standard will have on our consolidated financial statements.

A detailed description of our significant and critical accounting policies, estimates, and assumptions is included in our consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023.

Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2023.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

2 unchanged sentences

The acquired assets from BD are being integrated into our Healthcare segment.

The purchase price of the acquisition was $ 539,758 and remains subject to post-closing adjustments to inventory.

The purchase price of the acquisition was $ 539,758 .

The acquisition also qualified for a tax benefit related to tax deductible goodwill, with a present value of approximately $ 60,000 .

2 unchanged sentences

The table below summarizes the preliminary allocation of the purchase price to the net assets acquired from BD based on fair values at the acquisition date.

September 30, 2023

(As Previously Reported)

December 31, 2023 (1)

Inventory 27,006 4,721 31,727

1 unchanged sentence

Intangible assets

303,598 ( 598 ) 303,000

Goodwill 202,399 ( 5,232 ) 197,167

1 unchanged sentence

Net assets acquired $ 539,758 $ — $ 539,758

(1) Purchase price allocation is still preliminary as of September 30, 2023, as valuation has not been finalized.

During the first six months of fiscal 2023, we completed a tuck-in acquisition, which continued to expand our product and service offerings in the Healthcare segment.

(1) Purchase price allocation is preliminary as of December 31, 2023, as valuations have not been finalized.

During the first nine months of fiscal 2023, we completed several tuck-in acquisitions, which continued to expand our product and service offerings in the AST and Healthcare segments.

Total aggregate consideration was approximately $ 40,720 , including contingent deferred consideration of $ 6,700 .

Acquisition and integration expenses totaled $ 16,013 and $ 18,722 for the three and six months ended September 30, 2023, respectively.

Acquisition and integration expenses totaled $ 3,844 and $ 13,676 for the three and six months ended September 30, 2022, respectively.

The increase in acquisition and integration expenses for the three and six months ended September 30, 2023 is primarily due to charges related to the acquisition of assets from BD and a fair value adjustment related to a building held for sale from a previous acquisition.

Acquisition and integration expenses are reported in the Selling, general and administrative expenses line of our Consolidated Statements of Income (Loss) and include but are not limited to investment banker, advisory, legal, other professional fees, and certain employee-related expenses.

Acquisition and integration expenses totaled $ 5,722 and $ 24,444 for the three and nine months ended December 31, 2023, respectively.

Acquisition and integration expenses totaled $ 4,817 and $ 18,493 for the three and nine months ended December 31, 2022, respectively.

The increase in acquisition and integration expenses for the three and nine months ended December 31, 2023 is primarily due to charges related to the acquisition of assets from BD and a fair value adjustment in the second quarter of fiscal 2024 related to a building held for sale from a previous acquisition.

Acquisition and integration expenses are reported in the Selling, general and administrative expenses line of our Consolidated Statements of Income (Loss) and include, but are not limited to, investment banker, advisory, legal and other professional fees, and certain employee-related expenses.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

3 unchanged sentences

Inventories, net consisted of the following:

September 30,

2023 March 31,

6 unchanged sentences

Information related to the major categories of our depreciable assets is as follows:

September 30,

2023 March 31,

14 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

Indebtedness was as follows:

September 30,

2023 March 31,

15 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

1 unchanged sentence

Additional information related to our Consolidated Balance Sheets is as follows:

September 30,

2023 March 31,

26 unchanged sentences

Total other liabilities $ 78,389 $ 76,137

The effective income tax rates for the three month periods ended September 30, 2023 and 2022 were 22.5 % and 5.4 %, respectively.

The effective income tax rates for the six month periods ended September 30, 2023 and 2022 were 22.1 % and ( 3.2 )%, respectively.

The fiscal 2024 effective tax rates increased when compared to fiscal 2023, primarily due to the tax impact of the goodwill impairment loss recognized on the Dental segment during the second quarter of fiscal 2023.

The effective income tax rates for the three month periods ended December 31, 2023 and 2022 were 21.4 % and 23.1 %, respectively.

The fiscal 2024 effective tax rate for the three months ended December 31, 2023 decreased when compared to the prior year period, primarily due to favorable discrete items recognized during fiscal 2024.

The effective income tax rates for the nine month periods ended December 31, 2023 and 2022 were 21.8 % and ( 114.8 )%, respectively.

The fiscal 2024 effective tax rate for the nine months ended December 31, 2023 increased when compared to the prior year period, primarily due to the tax impact of the goodwill impairment loss recognized on the Dental segment during fiscal 2023.

Income tax expense (benefit) is provided on an interim basis based upon our estimate of the annual effective income tax rate, adjusted each quarter for discrete items.

1 unchanged sentence

We operate in numerous taxing jurisdictions and are subject to regular examinations by various United States federal, state and local, as well as foreign jurisdictions.

We are no longer subject to United States federal examinations for years before fiscal 2018 and, with limited exceptions, we are no longer subject to United States state and local, or non-United States, income tax

We are no longer subject to United States federal examinations for years before fiscal

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

examinations by tax authorities for years before fiscal 2017.

2018 and, with limited exceptions, we are no longer subject to United States state and local, or non-United States, income tax examinations by tax authorities for years before fiscal 2017.

We remain subject to tax authority audits in various jurisdictions wherever we do business.

2 unchanged sentences

An agreement was reached on final interest rates, which also impacts subsequent years through 2020.

We estimate the total federal, state, and local tax impact of the settlement to be approximately $ 12,000 , for the fiscal years 2016 through 2020, of which approximately $ 11,600 has been paid through September 30, 2023.

In May 2021, we received two notices of proposed tax adjustment from the IRS regarding deemed dividend inclusions and associated withholding tax.

In November 2023, we received two Notices of Deficiency from the IRS regarding the previously disclosed deemed dividend inclusions and associated withholding tax matter.

The notices relate to the fiscal and calendar year 2018.

The IRS adjustments would result in a cumulative tax liability of approximately $ 50,000 .

We are contesting the IRS’s assertions.

We are contesting the IRS’s assertions and have filed petitions with the U.S.

We have not established reserves related to these notices.

An unfavorable outcome is not expected to have a material adverse impact on our consolidated financial position but it could be material to our consolidated results of operations and cash flows for any one period.

An unfavorable outcome is not expected to have a material adverse impact on our consolidated financial position but could be material to our consolidated results of operations and cash flows for any one period.

Commitments and Contingencies

4 unchanged sentences

For certain types of claims, we presently maintain insurance coverage for personal injury and property damage and other liability coverages in amounts and with deductibles that we believe are prudent, but there can be no assurance that these coverages will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us.

Civil, criminal, regulatory or other proceedings involving our products or services could possibly result in judgments, settlements or administrative or judicial decrees requiring us, among other actions, to pay damages or fines or effect recalls, or be subject to other governmental, Customer or other third party claims or remedies, which could materially effect our business, performance, prospects, value, financial condition, and results of operations.

Civil, criminal, regulatory or other proceedings involving our products or services could possibly result in judgments, settlements or administrative or judicial decrees requiring us, among other actions, to pay damages or fines or affect recalls, or be subject to other governmental, Customer or other third party claims or remedies, which could materially affect our business, performance, prospects, value, financial condition, and results of operations.

For additional information regarding these matters, see the following portions of our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023, Item 1 titled "Business - Information with respect to our Business in General - Government Regulation" and the "Risk Factors" in Item 1A titled "Product and service related regulations and claims."

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

7 unchanged sentences

to outsourced instrument reprocessing services.

In addition, our procedural products also include endoscopy accessories and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas.

In addition, our procedural products also include endoscopy accessories, instruments, and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas.

Our AST segment is a third-party service provider for contract sterilization as well as testing services needed to validate sterility services for medical device and pharmaceutical manufacturers.

5 unchanged sentences

The accounting policies for reportable segments are the same as those for the consolidated Company.

For the three and six months e nded September 30, 2023 and 2022 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

Three Customers collectively and consistently account for approximately 40.0% of our Dental segment revenue.

For the three and nine months e nded December 31, 2023 and 2022 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

Three Customers collectively and consistently account for more than 40.0% of our Dental segment revenue.

The percentage associated with these three Customers collectively in any one period may vary due to the buying patterns of these three Customers as well as other Dental Customers.

These three Customers collectively accounted for appr oxi mately 43.8 % and 43.1 % o f our Dental segment revenues for the three and six months ended September 30, 2023, respectively.

These three Customers collectively accounted for approximately 40.1 % and 42.1 % of our Dental segment revenues for the three and six months ended September 30, 2022, respectively.

These three Customers collectively accounted for appr oxi mately 47.5 % and 44.5 % o f our Dental segment revenues for the three and nine months ended December 31, 2023, respectively.

These three Customers collectively accounted for approximately 47.2 % and 43.8 % of our Dental segment revenues for the three and nine months ended December 31, 2022, respectively.

A dditional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

Financial information for each of our segments is presented in the following table:

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

16 unchanged sentences

Tax restructuring costs (3)

643 282 652 533

Gain on fair value adjustment of acquisition related contingent consideration (1)

— — — ( 3,100 )

Net loss on divestiture of businesses (1)

Net (gain) loss on divestiture of businesses (1)

— ( 838 ) — 3,939

1 unchanged sentence

6,348 1,608 9,329 5,697

Restructuring (credits) charges (4)

( 23 ) 62 ( 4 ) 89

Restructuring charges (4)

Goodwill impairment loss (5)

— — — 490,565

Total income (loss) from operations $ 185,857 $ ( 306,415 ) $ 374,739 $ ( 148,020 )

Total income from operations $ 216,156 $ 190,803 $ 590,895 $ 42,783

(1) For more information regarding our recent acquisitions and divestitures, refer to Note 2 titled, "Business Acquisitions and Divestitures" included in our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023.

2 unchanged sentences

(4) For more information regarding our restructuring efforts, refer to our Annual R eport on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023.

(5) For more information regarding our goodwill impairment loss, see Note 17 to our consolidated financial statements titled, "Goodwill."

(5) For more information regarding our goodwill impairment loss, see Note 17 to our consolidated financial statements titled, "Goodwill and Intangible Assets."

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

Additional information regarding our fiscal 2024 and fiscal 2023 revenue is disclosed in the following tables:

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

13 unchanged sentences

Total Revenues $ 1,395,645 $ 1,215,994 $ 4,022,547 $ 3,573,002

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

9 unchanged sentences

The following is a summary of shares and share equivalents outstanding used in the calculations of basic and diluted earnings per share:

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

Denominator (shares in thousands):

2 unchanged sentences

Dilutive effect of share equivalents (1)

552 450 568 —

Weighted average shares outstanding and share equivalents—diluted 99,354 100,166 99,333 99,922

(1) The dilutive effect of share equivalents is excluded from the calculation of diluted earnings per share for the three and six months ended September 30, 2022 due to our net losses for those periods.

(1) The dilutive effect of share equivalents is excluded from the calculation of diluted earnings per share for the nine months ended December 31, 2022 due to our net loss for that period.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

Options to purchase the following number of shares were outstanding but excluded from the computation of diluted earnings per share because the combined exercise prices, unamortized fair values, and assumed tax benefits upon exercise were greater than the average market price for the shares during the periods, so including these options would be anti-dilutive:

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

(shares in thousands) 2023 2022 2023 2022

4 unchanged sentences

On May 3, 2023 our Board of Directors terminated the previous share repurchase program and authorized a new share repurchase program for the purchase of up to $ 500,000 (net of taxes, fees and commissions).

As of September 30, 2023, we have not made any repurchases under this share repurchase program.

This share repurchase program has no specified expiration date.

1 unchanged sentence

Any share repurchases may be activated, suspended or discontinued at any time.

During the first six months of fiscal 2024, we had no share repurchase activity pursuant to authorizations.

During the first six months of fiscal 2023, we repurchased 292,487 of our ordinary shares for the aggregate amount of $ 59,561 (net of fees and commissions) pursuant to the authorizations.

During the first six months of fiscal 2024, we obtained 57,161 of our ordinary shares in the aggregate amount of $ 9,213 in connection with share-based compensation award programs.

During the first six months of fiscal 2023, we obtained 64,436 of our ordinary shares in the aggregate amount of $ 11,769 in connection with share-based compensation award programs.

During the first nine months of fiscal 2024, we had no share repurchase activity pursuant to authorizations under the share repurchase program.

During the first nine months of fiscal 2023, we repurchased 775,320 of our ordinary shares for the aggregate amount of $ 148,306 (net of fees and commissions) pursuant to the authorizations under the share repurchase program.

During the first nine months of fiscal 2024, we obtained 69,276 of our ordinary shares in the aggregate amount of $ 11,440 in connection with share-based compensation award programs.

During the first nine months of fiscal 2023, we obtained 74,897 of our ordinary shares in the aggregate amount of $ 13,060 in connection with share-based compensation award programs.

Share-Based Compensation

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Restricted shares and restricted share units generally cliff vest after a three or four year period or vest in equal tranches for each year of employment after the grant date.

As of September 30, 2023, 2,367,257 ordinary shares remained available for grant under the long-term incentive plan.

As of December 31, 2023, 2,368,027 ordinary shares remained available for grant under the long-term incentive plan.

The fair value of share-based stock option compensation awards was estimated at their grant date using the Black-Scholes-Merton option pricing model.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

The following weighted average assumptions were used for options granted during the first six months of fiscal 2024 and 2023:

The following weighted average assumptions were used for options granted during the first nine months of fiscal 2024 and 2023:

Fiscal 2024 Fiscal 2023

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Forfeited ( 3,415 ) 199.26

Outstanding at September 30, 2023 1,959,950 $ 165.06 6.3 years $ 114,142

Exercisable at September 30, 2023 1,338,836 $ 138.12 5.3 years $ 110,765

We estimate that 606,045 of the non-vested stock options outstanding at September 30, 2023 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 219.42 closing price of our ordinary shares on September 30, 2023 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

Outstanding at December 31, 2023 1,946,379 $ 165.69 6.1 years $ 112,785

Exercisable at December 31, 2023 1,343,419 $ 139.95 5.1 years $ 109,367

We estimate that 591,310 of the non-vested stock options outstanding at December 31, 2023 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 219.85 closing price of our ordinary shares on December 31, 2023 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

The aggregate intrinsic value is not recorded for financial accounting purposes, and the value changes daily based on the daily changes in the fair market value of our ordinary shares.

The total intrinsic value of stock options exercised during the first six months of fiscal 2024 and fiscal 2023 was $ 6,467 and $ 4,553 , respectively.

Net cash proceeds from the exercise of stock options were $ 2,740 and $ 1,458 for the first six months of fiscal 2024 and fiscal 2023, respectively.

The weighted average grant date fair value of stock option grants was $ 54.60 and $ 50.72 for the first six months of fiscal 2024 and fiscal 2023, respectively.

The total intrinsic value of stock options exercised during the first nine months of fiscal 2024 and fiscal 2023 was $ 8,350 and $ 4,638 , respectively.

Net cash proceeds from the exercise of stock options were $ 3,526 and $ 1,497 for the first nine months of fiscal 2024 and fiscal 2023, respectively.

The weighted average grant date fair value of stock option grants was $ 54.60 and $ 50.72 for the first nine months of fiscal 2024 and fiscal 2023, respectively.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

5 unchanged sentences

Forfeited ( 13,714 ) ( 1,419 ) 194.71

Non-vested at September 30, 2023 482,729 32,928 $ 199.06

Non-vested at December 31, 2023 463,241 30,059 $ 199.57

Restricted shares and restricted share unit grants are valued based on the closing stock price at the grant date.

The value of restricted shares and units that vested during the first six months of fiscal 2024 at the time of grant was $ 22,194 .

As of September 30, 2023, there was a total of $ 83,007 in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

The value of restricted shares and units at the time of grant that vested during the first nine months of fiscal 2024 was $ 26,487 .

As of December 31, 2023, there was a total of $ 68,670 in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

We expect to recognize the cost over a weighted average period of 1.8 years.

1 unchanged sentence

In connection with the acquisition of Cantel, outstanding, non-vested Cantel restricted share units were replaced with STERIS restricted share units.

As of September 30, 2023, there was a total of $ 103 in unrecognized compensation cost related to non-vested STERIS restricted shar e units awarded to replace Cantel restricted share units.

We expect to recognize the majority of the remaining cost by the third quarter of fiscal 2024.

As of December 31, 2023, there was a total of $ 16 in unrecognized compensation cost related to non-vested STERIS restricted shar e units awarded to replace Cantel restricted share units.

We expect to recognize the remaining cost by the fourth quarter of fiscal 2024.

A summary of the non-vested restricted share units activity associated with the Cantel share-based compensation plans is presented below:

3 unchanged sentences

Forfeited ( 762 ) 191.18

Non-vested at September 30, 2023 14,305 $ 191.18

Non-vested at December 31, 2023 550 $ 191.18

Financial and Other Guarantees

5 unchanged sentences

We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.

Changes in our warranty liability during the first six months of fiscal 2024 were as follows:

Changes in our warranty liability during the first nine months of fiscal 2024 were as follows:

Balance at March 31, 2023 $ 13,683

1 unchanged sentence

Settlements made during the period ( 11,251 )

Balance at September 30, 2023 $ 14,038

Balance at December 31, 2023 $ 14,951

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

2 unchanged sentences

We may also enter into commodity swap contracts to hedge price changes in nickel that impact raw materials included in our Cost of revenues.

During the second quarter of fiscal 2024, we also held forward foreign currency contracts to hedge a portion of our expected non-U.S.

During the third quarter of fiscal 2024, we also held forward foreign currency contracts to hedge a portion of our expected non-U.S.

dollar-denominated earnings against our reporting currency, the U.S.

5 unchanged sentences

therefore, changes in their fair value are not deferred but are recognized immediately in the Consolidated Statements of Income (Loss).

At September 30, 2023, we held net foreign currency forward contracts to buy 38.5 million British pounds sterling and 80.3 million Mexican pesos;

and to sell 17.0 million Australian dollars, 11.0 million Canadian dollars, and 31.1 million euros.

At September 30, 2023, we held commodity swap contracts to buy 376.5 thousand pounds of nickel.

At December 31, 2023, we held net foreign currency forward contracts to buy 42.0 million British pounds sterling;

and to sell 49.9 million Mexican pesos, 24.0 million Australian dollars, and 18.1 million euros.

At December 31, 2023, we held commodity swap contracts to buy 188.3 thousand pounds of nickel.

Asset Derivatives Liability Derivatives

Fair Value at Fair Value at Fair Value at Fair Value at

Balance sheet location September 30, 2023 March 31, 2023 September 30, 2023 March 31, 2023

Balance sheet location December 31, 2023 March 31, 2023 December 31, 2023 March 31, 2023

Prepaid & other $ 742 $ 378 $ — $ —

3 unchanged sentences

recognized in income Amount of gain (loss) recognized in income

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

6 unchanged sentences

and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the entity to develop its own assumptions.

The following table shows the fair value of our financial assets and liabilities at September 30, 2023 and March 31, 2023:

The following table shows the fair value of our financial assets and liabilities at December 31, 2023 and March 31, 2023:

Fair Value Measurements

4 unchanged sentences

Level 1 Level 2 Level 3

September 30, March 31, September 30, March 31, September 30, March 31, September 30, March 31,

December 31, March 31, December 31, March 31, December 31, March 31, December 31, March 31,

Cash and cash equivalents $ 195,585 $ 208,357 $ 195,585 $ 208,357 $ — $ — $ — $ —

17 unchanged sentences

We also hold an investment in the common stock of Servizi Italia, S.p.A, a leading provider of integrated linen washing and outsourced sterile processing services to hospital Customers.

Changes in the fair value of these investments are recorded in the "Interest and miscellaneous (income) expense" line of the Consolidated Statement of Income (Loss).

During the second quarter and first six months of fiscal 2024, we recorded gains of $ 65 and $ 138 , respectively, related to these investments.

During the second quarter and first six months of fiscal 2023, we recorded losses of $ 643 and $ 1,727 ,respectively, related to these investments.

Changes in the fair value of these investments are recorded in the "Interest and miscellaneous (income) expense" line of the Consolidated Statements of Income (Loss).

During the third quarter and first nine months of fiscal 2024, we recorded gains of $ 881 and $ 1,019 , respectively, related to these investments.

During the third quarter and first nine months of fiscal 2023, we recorded (losses) gains of $( 342 ) and $ 1,385 ,respectively, related to these investments.

(3) We estimate the fair value of our debt using discounted cash flow analyses, based on estimated current incremental borrowing rates for similar types of borrowing arrangement s.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at September 30, 2023 are summarized as follows:

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at December 31, 2023 are summarized as follows:

Contingent Consideration

3 unchanged sentences

Currency translation adjustments ( 17 )

Balance at September 30, 2023 $ 16,445

Balance at December 31, 2023 $ 10,801

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

2 unchanged sentences

Currency Translation is not adjusted for income taxes.

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and six months ended September 30, 2023 and 2022 were as follows:

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and nine months ended December 31, 2023 and 2022 were as follows:

Defined Benefit Plans (1)

1 unchanged sentence

Total Accumulated Other Comprehensive Loss

Three Months Six Months Three Months Six Months Three Months Six Months

Three Months Nine Months Three Months Nine Months Three Months Nine Months

Beginning Balance $ 129 $ 12 $ ( 386,864 ) $ ( 320,722 ) $ ( 386,735 ) $ ( 320,710 )

4 unchanged sentences

58 175 134,048 67,906 134,106 68,081

Balance at September 30, 2023 $ 129 $ 129 $ ( 386,864 ) $ ( 386,864 ) $ ( 386,735 ) $ ( 386,735 )

(1) The amortization (gain) of defined benefit pension items is reported in the Interest and miscellaneous (income) expense line of our Consolidated Statements of Income (Loss).

Balance at December 31, 2023 $ 187 $ 187 $ ( 252,816 ) $ ( 252,816 ) $ ( 252,629 ) $ ( 252,629 )

(1) The amortization (gain) of defined benefit plan costs is reported in the Interest and miscellaneous (income) expense line of our Consolidated Statements of Income (Loss).

(2) The effective portion of gain or loss on net debt designated as non-derivative net investment hedging instruments is recognized in Accumulated Other Comprehensive Income and is reclassified to income in the same period when a gain or loss related to the net investment is included in income.

2 unchanged sentences

Total Accumulated Other Comprehensive Loss

Three Months Six Months Three Months Six Months Three Months Six Months

Three Months Nine Months Three Months Nine Months Three Months Nine Months

Beginning Balance $ 1,332 $ 1,276 $ ( 599,480 ) $ ( 211,084 ) $ ( 598,148 ) $ ( 209,808 )

2 unchanged sentences

Net current-period Other Comprehensive Income (Loss) 27 83 233,958 ( 154,438 ) 233,985 ( 154,355 )

Balance at September 30, 2022 $ 1,332 $ 1,332 $ ( 599,480 ) $ ( 599,480 ) $ ( 598,148 ) $ ( 598,148 )

1) The amortization (gain) of defined benefit pension items is reported in the Interest and miscellaneous (income) expense line of our Consolidated Statements of Income (Loss).

Balance at December 31, 2022 $ 1,359 $ 1,359 $ ( 365,522 ) $ ( 365,522 ) $ ( 364,163 ) $ ( 364,163 )

1) The amortization (gain) of defined benefit plan costs is reported in the Interest and miscellaneous (income) expense line of our Consolidated Statements of Income (Loss).

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2023 and 2022

For the Three and Nine Months Ended December 31, 2023 and 2022

(dollars in thousands, except as noted)

Changes to the carrying amount of goodwill for the six months ended September 30, 2023 and 2022 are as follows:

Goodwill and Intangible Assets

Changes to the carrying amount of goodwill for the nine months ended December 31, 2023 and 2022 are as follows:

Healthcare Segment Life Sciences Segment AST Segment Dental Segment Total

2 unchanged sentences

Measurement period adjustments to acquired goodwill (1)

( 7,805 ) — — — ( 7,805 )

Foreign currency translation adjustments 12,244 2,135 23,491 — 37,870

Balance at September 30, 2023 $ 2,491,640 $ 181,836 $ 1,366,769 $ — $ 4,040,245

Balance at December 31, 2023 $ 2,508,111 $ 183,947 $ 1,419,625 $ — $ 4,111,683

Healthcare Segment Life Sciences Segment AST Segment Dental Segment Total

2 unchanged sentences

Measurement period adjustments to acquired goodwill (1)

( 21,624 ) 3,147 — 40,565 22,088

Impairment — — — ( 490,565 ) ( 490,565 )

1 unchanged sentence

Foreign currency translation adjustments ( 18,157 ) ( 1,073 ) ( 56,655 ) ( 15,367 ) ( 91,252 )

Balance at September 30, 2022 $ 2,243,032 $ 179,986 $ 1,282,122 $ — $ 3,705,140

Balance at December 31, 2022 $ 2,295,444 $ 181,362 $ 1,376,203 $ — $ 3,853,009

1) Measurement period adjustments represent adjustments to the purchase price allocations for recent acquisitions whose allocations had been considered preliminary.

See Note 2, titled "Business Acquisitions," for additional information regarding our recent business acquisitions.

We evaluate the recoverability of recorded goodwill annually at the reporting unit level during the third fiscal quarter, or when indicators of potential impairment exist.

The Company's reporting units are equivalent to the reportable operating segments.

As of the period ended September 30, 2023, there were no indicators that impairment of goodwill was more likely than not for any segment during the period.

We evaluate the recoverability of recorded goodwill and indefinite-lived intangible assets annually during the third fiscal quarter, or when indicators of potential impairment exist.

Our goodwill is assessed at the reporting unit level which is equivalent to the Company's reportable operating segments.

As of the period ended December 31, 2023, there were no indicators that impairment of goodwill or indefinite-lived intangible assets was more likely than not.

In the prior year period, we recorded a goodwill impairment charge of $ 490,565 related to our Dental segment.

For more information regarding the goodwill impairment loss, refer to our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023.

Identifiable intangible assets are reviewed for impairment when events and circumstances indicate that the carrying value of such assets may not be recoverable.

Impaired assets are recorded at the lower of carrying value or estimated fair value.

We conduct this review on an ongoing basis, and, if impairment exists, we record the loss in the Consolidated Statements of Income during that period.

When we evaluate these assets for impairment, we make certain judgments and estimates, including interpreting current economic indicators and market valuations, evaluating our strategic plans with regards to operations, historical and anticipated performance of operations, and other factors.

It is possible that unfavorable developments related to these factors in the near term could result in an impairment loss relative to intangible assets.

Such an impairment loss may be material to our results of operations in the period recorded.

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of September 30, 2023, the related consolidated statements of income (loss), comprehensive income (loss) and shareholders’ equity for the three- and six- month periods ended September 30, 2023 and 2022 and the consolidated statement of cash flows for the six month periods ended September 30, 2023 and 2022, and the related notes (collectively referred to as the “consolidated interim financial statements”).

We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of income (loss), comprehensive income (loss) and shareholders’ equity for the three- and nine- month periods ended December 31, 2023 and 2022 and the consolidated statement of cash flows for the nine- month periods ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “consolidated interim financial statements”).

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S.

13 unchanged sentences

Cleveland, Ohio

November 7, 2023

February 8, 2024

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

What changed 10-Q

Item 1. Financial Statements