What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 240 added, 140 removed, 746 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands)

September 30,

2024 March 31,

43 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended June 30,

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

2024 2023 2024 2023

Product $ 695,908 $ 658,180 $ 1,352,201 $ 1,270,882

9 unchanged sentences

Research and development 27,031 26,268 52,604 50,962

Restructuring expenses 25,700 19

Restructuring expenses (credits) 2,796 ( 23 ) 28,496 ( 4 )

Total operating expenses 359,125 354,675 746,024 685,918

4 unchanged sentences

( 1,126 ) ( 1,237 ) ( 2,435 ) ( 2,614 )

Gain on sale of business ( 18,803 ) —

Loss (gain) on sale of business and equity investment, net

6,232 — ( 12,571 ) —

Total non-operating expenses, net 24,774 35,701 35,046 66,681

4 unchanged sentences

151,386 120,797 291,335 251,378

Income (loss) from discontinued operations, net of income tax 5,592 ( 6,791 )

(Loss) income from discontinued operations, net of income tax ( 213 ) ( 4,451 ) 5,379 ( 11,242 )

Net income 151,173 116,346 296,714 240,136

Net income attributable to noncontrolling interests

1,139 1,027 1,279 1,263

Net income attributable to shareholders $ 150,034 $ 115,319 $ 295,435 $ 238,873

12 unchanged sentences

(in thousands)

Three Months Ended June 30,

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

2024 2023 2024 2023

Net income $ 151,173 $ 116,346 $ 296,714 $ 240,136

Net income attributable to noncontrolling

1,139 1,027 1,279 1,263

Net income attributable to shareholders 150,034 115,319 295,435 238,873

1 unchanged sentence

Defined benefit plan changes (net of taxes of $( 14 ), $ 18 , $( 28 ) and $ 35 , respectively)

43 59 ( 121 ) 117

Change in cumulative foreign currency translation adjustment

157,191 ( 75,935 ) 162,942 ( 66,142 )

Total other comprehensive income

157,234 ( 75,876 ) 162,821 ( 66,025 )

Comprehensive income

4 unchanged sentences

(in thousands)

Three Months Ended June 30,

Six Months Ended September 30,

Operating activities:

4 unchanged sentences

Share-based compensation expense 32,272 32,295

Loss on the disposal of property, plant, equipment, and intangibles, net 2,151 93

Gain on sale of businesses, net ( 10,960 ) —

Loss (gain) on the disposal of property, plant, equipment, and intangibles, net 2,699 ( 1,103 )

Gain on sale of businesses and equity investment, net

Other items 586 113

14 unchanged sentences

Payments on term loans ( 638,125 ) ( 30,000 )

Payments under credit facilities, net ( 253,200 ) ( 144,651 )

(Payments) proceeds under credit facilities, net ( 344,920 ) 391,022

Acquisition related deferred or contingent consideration ( 177 ) ( 177 )

3 unchanged sentences

Stock option and other equity transactions, net 19,092 2,740

Net cash used in financing activities ( 998,932 ) ( 213,637 )

Net cash (used in) provided by financing activities ( 1,179,896 ) 256,577

Effect of exchange rate changes on cash and cash equivalents 8,126 ( 5,568 )

6 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Ordinary Shares Retained

4 unchanged sentences

Number Amount

Balance at March 31, 2024 98,883 $ 4,543,176 $ 2,087,645 $ ( 328,657 ) $ 13,182 $ 6,315,346

Balance at June 30, 2024 98,799 $ 4,499,580 $ 2,178,087 $ ( 323,070 ) $ 15,848 $ 6,370,445

Comprehensive income:

6 unchanged sentences

— — ( 56,237 ) — — ( 56,237 )

Contributions from noncontrolling interest holders

— — — — 2,532 2,532

Other changes in noncontrolling interest holders

— — — — ( 14 ) ( 14 )

Balance at June 30, 2024 98,799 $ 4,499,580 $ 2,178,087 $ ( 323,070 ) $ 15,848 $ 6,370,445

Three Months Ended June 30, 2023

Balance at September 30, 2024 98,709 $ 4,490,999 $ 2,268,326 $ ( 165,836 ) $ 16,973 $ 6,610,462

Six Months Ended September 30, 2024

Ordinary Shares Retained

1 unchanged sentence

Comprehensive

Loss Non-controlling

Non-controlling

Interest Total

2 unchanged sentences

Comprehensive income:

— — 123,554 — 236 123,790

Net income — — 295,435 — 1,279 296,714

Other comprehensive income — — — 162,821 — 162,821

3 unchanged sentences

— — ( 107,673 ) — — ( 107,673 )

Contributions from noncontrolling interest — — — — 2,532 2,532

Other changes in noncontrolling interest — — — — ( 20 ) ( 20 )

Balance at September 30, 2024 98,709 $ 4,490,999 $ 2,268,326 $ ( 165,836 ) $ 16,973 $ 6,610,462

Three Months Ended September 30, 2023

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Loss Non-controlling

Interest Total

Number Amount

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

Comprehensive income:

— — 115,319 — 1,027 116,346

Other comprehensive loss — — — ( 75,876 ) — ( 75,876 )

Repurchases of ordinary shares ( 6 ) ( 1,502 ) 1,013 — — ( 489 )

Equity compensation programs and other 14 22,201 — — — 22,201

Cash dividends – $ 0.52 per ordinary share

— — ( 51,368 ) — — ( 51,368 )

Other changes in noncontrolling interest — — — — ( 18 ) ( 18 )

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

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Loss Non-controlling

Interest Total

Number Amount

Balance at March 31, 2023 98,629 $ 4,486,375 $ 1,911,533 $ ( 320,710 ) $ 9,974 $ 6,087,172

Comprehensive income:

Net income — — 238,873 — 1,263 240,136

Other comprehensive loss — — — ( 66,025 ) — ( 66,025 )

Repurchases of ordinary shares ( 57 ) ( 2,499 ) ( 6,714 ) — — ( 9,213 )

Equity compensation programs and other 217 35,035 — — — 35,035

Cash dividends – $ 0.99 per ordinary share

— — ( 97,795 ) — — ( 97,795 )

Other changes in noncontrolling interest — — — — ( 142 ) ( 142 )

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

See notes to consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

33 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

6 unchanged sentences

Due to the transaction closing in the first quarter of fiscal 2025, the held for sale assets and liabilities were classified as current as of March 31, 2024.

Our Consolidated Statements of Cash Flows include the financial results of the Dental segment for all periods presented.

Our Consolidated Statements of Cash Flows include the financial results of the Dental segment through the date of sale on May 31, 2024.

For additional information regarding this transaction and its effect on our financial reporting, refer to Note 4 titled, "Discontinued Operations" and Note 11 titled, "Business Segment Information."

5 unchanged sentences

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

This means that operating results for the three month period ended June 30, 2024 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2025.

This means that operating results for the three and six month periods ended September 30, 2024 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2025.

Revenue Recognition and Associated Liabilities

22 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

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 June 30, 2024, assets related to costs to fulfill a contract were not material to our consolidated financial statements.

At September 30, 2024, assets related to costs to fulfill a contract were not material to our consolidated financial statements.

Refer to Note 11 titled, "Business Segment Information" for disaggregation of revenue.

21 unchanged sentences

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

During the first three months of fiscal 2025, $ 45,996 of the March 31, 2024 deferred revenue balance was recorded as revenue.

During the first three months of fiscal 2024, $ 42,300 of the March 31, 2023 deferred revenue balance was recorded as revenue.

During the first six months of fiscal 2025, $ 52,122 of the March 31, 2024 deferred revenue balance was recorded as revenue.

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

Refer to Note 8 titled, "Additional Consolidated Balance Sheet Information" for deferred revenue balances.

7 unchanged sentences

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

As of June 30, 2024, the transaction price allocated to remaining performance obligations was approximately $ 1,499,543 .

As of September 30, 2024, the transaction price allocated to remaining performance obligations was approximately $ 1,627,045 .

We expect to recognize

1 unchanged sentence

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

10 unchanged sentences

NA We are currently assessing the impact of this standard update on our disclosures in the notes to the consolidated financial statements.

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% of the total.

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% 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.

2 unchanged sentences

NA We are currently assessing the impact of this standard update on our disclosures in the notes to the 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, 2024, which was filed with the SEC on May 29, 2024.

Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2024.

"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses."

November 2024

The standard provides guidance to enhance disclosures related to the disaggregation of income statement expenses.

The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

The standard also requires amounts that are already required to be disclosed under U.S.

GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

We are currently assessing the impact of this standard update on our disclosures in the notes to the consolidated financial statements.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2024.

Restructuring

4 unchanged sentences

The following tables summarize our total pre-tax restructuring expenses recorded in fiscal 2025 related to the Restructuring Plan:

Three Months Ended June 30, 2024 Restructuring Plan

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

Restructuring Plan

Severance and other compensation related costs

Lease and other contract termination costs 2,970

$ 1,805 $ 23,285

Lease and other contract termination and other costs

Product rationalization (1)

1 unchanged sentence

Total Restructuring Expense

$ 2,796 $ 30,878

(1) Recorded in Cost of revenues on the Consolidated Statements of Income.

The Restructuring Plan expenses incurred during the three months ended June 30, 2024 primarily related to actions taken within our Healthcare segment.

The Restructuring Plan expenses incurred during the three and six months ended September 30, 2024 primarily related to actions taken within our Healthcare segment.

Total pre-tax restructuring expense of $ 75,268 has been recorded relating to the Restructuring Plan since inception, of which $ 20,702 has been recorded in Cost of revenues.

4 unchanged sentences

Fiscal 2025 Charges 27,246

Balance at June 30, 2024 $ 21,375

Balance at September 30, 2024 $ 21,826

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

Business Acquisitions and Divestitures

During the first three months of fiscal 2025, we completed several tuck-in acquisitions, which continued to expand our product and service offerings in the Healthcare and AST segments.

During the first six months of fiscal 2025, we completed several tuck-in acquisitions, which continued to expand our product and service offerings in the Healthcare and AST segments.

Total aggregate consideration was approximately $ 17,467 .

On June 20, 2023, we entered into a definitive agreement to purchase the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from Becton, Dickinson and Company (NYSE:

The transaction was completed on August 2, 2023, and t he acquired assets from BD were integrated into our Healthcare segment.

On August 2, 2023 , we purchased the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from Becton, Dickinson and Company (NYSE:

The acquired assets from BD were integrated into our Healthcare segment.

The purchase price of the BD 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 .

The purchase price of the acquisition was financed with borrowings from our existing Revolving Credit Facility.

The purchase price of the acquisition was financed with borrowings from our Previous Revolving Credit Facility.

For more information, refer to Note 7 titled, " Debt."

12 unchanged sentences

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

(1) Includes estimated fair values of $ 238,000 for Customer relationships ( 13 years estimated useful life), $ 50,000 for Patents and technology ( 13 years estimated useful life), and $ 15,000 for Trademarks and tradenames ( 15 years estimated useful life) as of June 30, 2024.

(2) No additional adjustments made during the first three months of fiscal 2025.

Acquisition and integration expenses totaled $ 2,254 and $ 2,237 for the three months ended June 30, 2024 and 2023, respectively.

(1) Includes estimated fair values of $ 238,000 for Customer relationships ( 13 years estimated useful life), $ 50,000 for Patents and technology ( 13 years estimated useful life), and $ 15,000 for Trademarks and trade names ( 15 years estimated useful life) as of the acquisition date.

(2) No additional adjustments made during fiscal 2025.

Acquisition and integration expenses totaled $ 3,205 and $ 5,459 for the three and six months ended September 30, 2024, respectively.

Acquisition and integration expenses totaled $ 15,808 and $ 18,045 for the three and six months ended September 30, 2023, respectively.

The decrease in acquisition and integration expenses for the three and six months ended September 30, 2024 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 during fiscal 2024.

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

4 unchanged sentences

On April 1, 2024, we completed the sale of the Controlled Environment Certification Services business.

We recorded net proceeds of $ 41,546 and recognized a pre-tax gain on the sale of $ 18,803 in the first quarter of fiscal 2025.

We recorded net proceeds of $ 41,894 and recognized a pre-tax gain on the sale of $ 19,151 in fiscal 2025.

The business generated approximately $ 35,000 in revenues in fiscal 2024.

1 unchanged sentence

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

6 unchanged sentences

Due to the transaction closing in the first quarter of fiscal 2025, the held for sale assets and liabilities were classified as current as of March 31, 2024.

Our Consolidated Statements of Cash Flows include the financial results of the Dental segment for all periods presented.

Our Consolidated Statements of Cash Flows include the financial results of the Dental segment through the date of sale on May 31, 2024.

A majority of the proceeds received from the sale were utilized to pay off existing debt.

18 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three months ending June 30, 2024 and 2023:

Three Months Ended June 30,

The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three and six months ending September 30, 2024 and 2023:

Three Months Ended September 30, 2024 Six Months Ended September 30,

2024 2023 2024 2023

Product $ — $ 104,156 $ 63,936 $ 205,312

6 unchanged sentences

Research and development — 776 369 1,584

Income (loss) from operations (1)

(Loss) income from operations (1)

— ( 5,696 ) 14,955 ( 14,575 )

1 unchanged sentence

Pre-tax loss on sale

Income (loss) before income tax expense 7,111 ( 8,867 )

Income tax expense (benefit) 1,519 ( 2,076 )

Income (loss) from discontinued operations, net of income tax 5,592 ( 6,791 )

(1) Income from operations for the three month period ended June 30, 2024 includes two months of operating results prior to the transaction close on May 31, 2024 and excludes depreciation and amortization of property, plant, equipment, and intangible assets subsequent to the held for sale classification as of March 2, 2024.

The effective income tax rates for the three month periods ending June 30, 2024 and 2023 from discontinued operations were 21.4 % and 23.4 %, respectively.

( 270 ) — ( 8,113 ) —

(Loss) income before income tax expense

( 270 ) ( 5,698 ) 6,841 ( 14,565 )

Income tax (benefit) expense ( 57 ) ( 1,247 ) 1,462 ( 3,323 )

(Loss) income from discontinued operations, net of income tax ( 213 ) ( 4,451 ) 5,379 ( 11,242 )

(1) Income from operations for the six month period ended September 30, 2024 includes two months of operating results prior to the transaction close on May 31, 2024 and excludes depreciation and amortization of property, plant, equipment, and intangible assets subsequent to the held for sale classification as of March 2, 2024.

The effective income tax rates for the three month periods ending September 30, 2024 and 2023 from discontinued operations were 21.1 % and 21.9 %, respectively.

The effective income tax rates for the six month periods ending September 30, 2024 and 2023 from discontinued operations were 21.4 % and 22.8 %, respectively.

Significant non-cash operating items and capital expenditures related to discontinued operations are reflected in the statement of cash flows as follows:

Three Months Ended June 30,

Six Months Ended September 30,

Operating activities of discontinued operations:

6 unchanged sentences

Inventories, net consisted of the following:

September 30,

2024 March 31,

6 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

1 unchanged sentence

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

September 30,

2024 March 31,

13 unchanged sentences

Indebtedness was as follows:

September 30,

2024 March 31,

12 unchanged sentences

Total debt $ 2,236,158 $ 3,206,100

Additional information regarding our indebtedness is included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024, which was filed with the SEC on May 29, 2024 .

On October 7, 2024, STERIS plc (“STERIS”), STERIS Corporation (the “Company”), STERIS Limited (“Limited”) and STERIS Irish FinCo Unlimited Company (“FinCo”), each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”) providing for a $ 1,100,000 revolving credit facility (the “Revolving Credit Facility”), which replaced a prior credit agreement, dated as of March 19, 2021 (the “Previous Revolving Credit Facility”).

The Revolving Credit Agreement provides for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit.

The Revolving Credit Agreement may be increased in specified circumstances by up to $ 625,000 in the discretion of the lenders.

The Revolving Credit Agreement matures on the date that is five years after October 7, 2024, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date.

The Revolving Credit Facility bears interest from time to time, at either the Base Rate or the Relevant Rate, as defined in and calculated under and as in effect from time to time under the Revolving Credit Agreement, plus the Applicable Margin, as defined in the Revolving Credit Agreement.

The Applicable Margin is determined based on the Debt Rating of STERIS, as defined in the Revolving Credit Agreement.

Base Rate Advances are payable quarterly in arrears and Term Benchmark Advances are payable at the end of the relevant interest period therefor, but in no event less frequently than every three months.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

Swingline borrowings bear interest at a rate to be agreed by the applicable swingline lender and the applicable borrower, subject to a cap in the case of swingline borrowings denominated in U.S.

Dollars equal to the Base Rate plus the Applicable Margin for Base Rate Advances plus the Facility Fee.

There is no premium or penalty for prepayment of Base Rate Advances, but prepayments of Term Benchmark Advances are generally subject to a breakage fee.

Advances may be extended in U.S.

Dollars or in specified alternative currencies (“Alternative Currency Advances”).

Alternative Currency Advances are limited in the aggregate to the equivalent of $ 625,000 .

Additional Consolidated Balance Sheet Information

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

September 30,

2024 March 31,

27 unchanged sentences

Our effective tax rate is affected by (i) the tax rates in Ireland (our country of domicile), the United States, and other jurisdictions in which we operate, and (ii) the relative amount of income before income taxes by geography.

The effective income tax rates for the three month periods ended June 30, 2024 and 2023 from continuing operations were 20.1 % and 21.7 %, respectively.

The fiscal 2025 effective tax rate decreased when compared to fiscal 2024, primarily due to changes in geographic mix of projected profits and an increase in favorable discrete items.

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

In determining the estimated annual effective income tax rate, we analyze various factors, including projections of our annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, our ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

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

The effective income tax rates for the three month periods ended September 30, 2024 and 2023 from continuing operations were 22.3 % and 22.5 %, respectively.

The effective income tax rates for the six month periods ended September 30, 2024 and

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

examinations by tax authorities for years before fiscal 2018.

2023 from continuing operations were 21.3 % and 22.1 %, respectively.

The fiscal 2025 effective tax rates decreased when compared to fiscal 2024, primarily due to changes in geographic mix of projected profits and an increase in favorable discrete items.

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

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 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 impacted subsequent years through 2020.

The total federal, state, and local tax impact of the settlement including interest is approximately $ 12,000 for the fiscal years 2016 through 2020, materially all of which has been paid through June 30, 2024.

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

7 unchanged sentences

These legal proceedings, investigations and claims generally involve a variety of legal theories and allegations, including, without limitation, personal injury (e.g., slip and falls, burns, vehicle accidents), product liability or regulation (e.g., based on product operation or claimed malfunction, failure to warn, failure to meet specification, or failure to comply with regulatory requirements), product exposure (e.g., claimed exposure to chemicals, gases, asbestos, contaminants, radiation), property damage (e.g., claimed damage due to leaking equipment, fire, vehicles, chemicals), commercial claims (e.g., breach of contract, economic loss, warranty, misrepresentation), financial (e.g., taxes, reporting), employment (e.g., wrongful termination, discrimination, benefits matters), and other claims for damage and relief.

A subsidiary of the Company has been sued in Illinois state court by individual plaintiffs who work or reside near a facility in Lake County, Illinois, where the subsidiary provided sterilization services using ethylene oxide (“EO”) from January 2005 to September 2008.

The plaintiffs have filed separate suits in which each alleges that they have been diagnosed with one or more types of cancer, allegedly resulting from exposure to EO emissions from the facility into the ambient air.

As of September 30, 2024, approximately 275 individual plaintiffs have filed such suits asserting individual personal injury claims and seeking compensatory and, if subsequently permitted by the court, punitive damages.

The first trial of a plaintiff’s claims is scheduled for November 2024.

The Company disputes the allegations, is vigorously defending itself in these matters, and is pursuing potential contribution and indemnity from other parties.

Nonetheless, management believes that based on the number of cases and the overall cost of defense, a loss is reasonably possible;

however, a range of loss cannot be reasonably estimated at this time because the evaluation of each case is highly fact-driven, subject to lengthy court proceedings, and impacted by each plaintiff's alleged disease, time and proximity of exposure, and other factors.

We believe that the ultimate outcome of these pending lawsuits and claims will not have a material adverse effect on our consolidated financial position or results of operations taken as a whole.

We believe we have adequately reserved for our current litigation and claims that are probable and estimable, and further believe that the ultimate outcome of these pending lawsuits and claims will not have a material adverse effect on our consolidated financial position or results of operations taken as a whole.

Due to their inherent uncertainty, however, there can be no assurance of the ultimate outcome or effect of current or future litigation, investigations, claims or other proceedings (including without limitation the matters discussed below).

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 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, 2024, which was filed with the SEC on May 29, 2024, 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."

Due to their inherent uncertainty, however, there can

STERIS PLC AND SUBSIDIARIES

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

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

be no assurance of the ultimate outcome or effect of current or future litigation, investigations, claims or other proceedings (including without limitation the matters discussed above).

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, and we may also have contractual indemnification rights against certain liabilities, but there can be no assurance that either 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, including the matters discussed above, 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 affect our business, performance, prospects, value, financial condition, and results of operations.

Further, the Company may incur material defense costs as a result of such proceedings, which may also divert management attention from other priorities.

For additional information, see the following portions of our Annual Report on Form 10-K for the year ended March 31, 2024, which was filed with the SEC on May 29, 2024, 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."

From time to time, STERIS is also involved in legal proceedings as a plaintiff involving contract, patent protection, and other claims asserted by us.

4 unchanged sentences

We describe income taxes further in Note 9 to our consolidated financial statements titled, “Income Taxes” in this Quarterly Report on Form 10-Q.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

(dollars in thousands, except as noted)

Business Segment Information

15 unchanged sentences

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

For the three months e nded June 30, 2024 and 2023 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

For the three and six months e nded September 30, 2024 and 2023 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

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, 2024, which was filed with the SEC on May 29, 2024.

1 unchanged sentence

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

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

Three Months Ended June 30,

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

2024 2023 2024 2023

Healthcare $ 944,230 $ 870,056 $ 1,845,451 $ 1,688,930

11 unchanged sentences

Acquisition and integration related charges (2)

Tax restructuring costs (3)

3,205 15,808 5,459 18,045

Tax restructuring (credits) costs (3)

( 561 ) — ( 43 ) 9

Amortization of inventory and property "step up" to fair value (1)

Restructuring charges (4)

1,402 917 2,793 2,539

Restructuring charges (credits) (4)

2,796 ( 23 ) 30,878 ( 4 )

Income from operations $ 219,666 $ 191,553 $ 405,197 $ 389,314

5 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

Additional information regarding our fiscal 2025 and fiscal 2024 revenue is disclosed in the following tables:

Three Months Ended June 30,

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

2024 2023 2024 2023

Capital equipment $ 249,732 $ 254,905 $ 464,371 $ 493,004

11 unchanged sentences

Total Revenues $ 1,328,912 $ 1,238,204 $ 2,608,414 $ 2,421,590

Three Months Ended June 30,

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

2024 2023 2024 2023

Ireland $ 22,802 $ 20,399 $ 44,996 $ 40,435

11 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 June 30,

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

Denominator (shares in thousands):

2024 2023 2024 2023

Weighted average shares outstanding—basic 98,669 98,785 98,769 98,747

3 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(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 June 30,

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

(shares in thousands) 2024 2023 2024 2023

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 June 30, 2024, there was $ 443,876 (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program.

As of September 30, 2024, there was $ 400,000 (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program.

The 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 three months of fiscal 2025, we repurchased 251,507 of our ordinary shares for the aggregate amount of $ 56,124 (net of fees and commissions) pursuant to authorizations, under the share repurchase program.

During the first three months of fiscal 2024, we had no share repurchase activity.

During the first three months of fiscal 2025, we obtained 69,780 of our ordinary shares in the aggregate amount of $ 10,256 in connection with share-based compensation award programs.

During the first three months of fiscal 2024, we obtained 51,494 of our ordinary shares in the aggregate amount of $ 8,724 in connection with share-based compensation award programs.

During the first six months of fiscal 2025, we repurchased 446,661 of our ordinary shares for the aggregate amount of $ 100,000 (net of fees and commissions) pursuant to authorizations, under the share repurchase program.

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

During the first six months of fiscal 2025, we obtained 77,544 of our ordinary shares in the aggregate amount of $ 10,616 in connection with share-based compensation award programs.

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.

Share-Based Compensation

8 unchanged sentences

or a few other jurisdictions may provide for continued vesting after “retirement,” if certain conditions are met.

As of June 30, 2024, 2,028,765 ordinary shares remained available for grant under the long-term incentive plan.

As of September 30, 2024, 2,020,289 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 Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

The following weighted average assumptions were used for options granted during the first three months of fiscal 2025 and 2024:

The following weighted average assumptions were used for options granted during the first six months of fiscal 2025 and 2024:

Fiscal 2025 Fiscal 2024

21 unchanged sentences

( 512 ) 250.06

Outstanding at June 30, 2024 1,993,759 $ 180.32 6.3 years $ 92,209

Exercisable at June 30, 2024 1,418,051 $ 157.46 5.3 years $ 91,771

We estimate that 559,526 of the non-vested stock options outstanding at June 30, 2024 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 219.54 closing price of our ordinary shares on June 30, 2024 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

Outstanding at September 30, 2024 1,891,572 $ 183.52 6.2 years $ 115,080

Exercisable at September 30, 2024 1,322,218 $ 160.66 5.1 years $ 109,084

We estimate that 556,678 of the non-vested stock options outstanding at September 30, 2024 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 242.54 closing price of our ordinary shares on September 30, 2024 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 three months of fiscal 2025 and fiscal 2024 was $ 12,372 and $ 4,831 , respectively.

Net cash proceeds from the exercise of stock options were $ 5,587 and $ 1,254 for the first three months of fiscal 2025 and fiscal 2024, respectively.

The weighted average grant date fair value of stock option grants was $ 66.87 and $ 53.45 for the first three months of fiscal 2025 and fiscal 2024, respectively.

The total intrinsic value of stock options exercised during the first six months of fiscal 2025 and fiscal 2024 was $ 24,446 and $ 6,467 , respectively.

Net cash proceeds from the exercise of stock options were $ 19,092 and $ 2,740 for the first six months of fiscal 2025 and fiscal 2024, respectively.

The weighted average grant date fair value of stock option grants was $ 67.81 and $ 54.60 for the first six months of fiscal 2025 and fiscal 2024, respectively.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

5 unchanged sentences

Forfeited ( 30,490 ) ( 1,573 ) 206.80

Non-vested at June 30, 2024 465,902 31,941 $ 213.46

Non-vested at September 30, 2024 461,561 31,718 $ 213.79

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 three months of fiscal 2025 at the time of grant was $ 23,694 .

As of June 30, 2024, there was a total of $ 93,968 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 that vested during the first six months of fiscal 2025 at the time of grant was $ 25,968 .

As of September 30, 2024, there was a total of $ 75,899 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 1.7 years.

6 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 three months of fiscal 2025 were as follows:

Changes in our warranty liability during the first six months of fiscal 2025 were as follows:

Balance at March 31, 2024 $ 15,388

1 unchanged sentence

Settlements made during the period ( 8,857 )

Balance at June 30, 2024 $ 14,570

Balance at September 30, 2024 $ 15,010

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(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 first quarter of fiscal 2025, we also held forward foreign currency contracts to hedge a portion of our expected non-U.S.

During the second quarter of fiscal 2025, 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.

At June 30, 2024, we held net foreign currency forward contracts to buy 50.0 million British pounds sterling;

and to sell 100.0 million Mexican pesos, 25.0 million Canadian dollars, 18.2 million euros, and 15.0 million Australian dollars.

At June 30, 2024, we held commodity swap contracts to buy 591.8 thousand pounds of nickel.

At September 30, 2024, we held net foreign currency forward contracts to buy 58.0 million British pounds sterling;

and to sell 18.0 million Australian dollars, 6.0 million Canadian dollars, and 1.8 million euros.

At September 30, 2024, we held commodity swap contracts to buy 394.5 thousand pounds of nickel.

Asset Derivatives Liability Derivatives

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

Balance sheet location June 30, 2024 March 31, 2024 June 30, 2024 March 31, 2024

Balance sheet location September 30, 2024 March 31, 2024 September 30, 2024 March 31, 2024

Prepaid & other $ 1,028 $ 208 $ — $ —

3 unchanged sentences

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

Three Months Ended June 30,

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

2024 2023 2024 2023

Foreign currency forward contracts Selling, general and administrative $ 2,515 $ 60 $ 2,901 $ 1,518

2 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(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 June 30, 2024 and March 31, 2024:

The following table shows the fair value of our financial assets and liabilities at September 30, 2024 and March 31, 2024:

Fair Value Measurements

4 unchanged sentences

Level 1 Level 2 Level 3

June 30, March 31, June 30, March 31, June 30, March 31, June 30, March 31,

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

Cash and cash equivalents $ 172,195 $ 207,020 $ 172,195 $ 207,020 $ — $ — $ — $ —

17 unchanged sentences

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

During the first three months of fiscal 2025 and 2024, we recorded gains of $ 53 and $ 73 , respectively, related to these investments.

During the first three and six months of fiscal 2025, we recorded gains of $ 51 and $ 104 , respectively, related to these investments.

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

We also held other equity investments in which we recorded a loss during the second quarter of fiscal 2025 in the "Loss (gain) on sale of business and equity investment, net" line of the Consolidated Statement of Income.

(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.

5 unchanged sentences

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(dollars in thousands, except as noted)

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at June 30, 2024 are summarized as follows:

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at September 30, 2024 are summarized as follows:

Contingent Consideration

2 unchanged sentences

Payments ( 39 )

Balance at June 30, 2024 $ 11,204

Currency translation adjustments 34

Balance at September 30, 2024 $ 11,442

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2024 and 2023

For the Three and Six Months Ended September 30, 2024 and 2023

(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 months ended June 30, 2024 and 2023 were as follows:

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and six months ended September 30, 2024 and 2023 were as follows:

Defined Benefit Plans (1)

1 unchanged sentence

Total Accumulated Other Comprehensive Loss

Balance at March 31, 2024 $ ( 724 ) $ ( 327,933 ) $ ( 328,657 )

Other Comprehensive (Loss) Income before reclassifications

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

Beginning Balance $ ( 888 ) $ ( 724 ) $ ( 322,182 ) $ ( 327,933 ) $ ( 323,070 ) $ ( 328,657 )

Other Comprehensive Income (Loss) before reclassifications

120 29 157,191 135,849 157,311 135,878

Amounts reclassified from Accumulated Other Comprehensive Loss ( 73 ) — ( 73 )

Net current-period Other Comprehensive (Loss) Income ( 164 ) 5,751 5,587

Balance at June 30, 2024 $ ( 888 ) $ ( 322,182 ) $ ( 323,070 )

Amounts reclassified from Accumulated Other Comprehensive Income (Loss)

( 77 ) ( 150 ) — 27,093 ( 77 ) 26,943

Net current-period Other Comprehensive Income (Loss) 43 ( 121 ) 157,191 162,942 157,234 162,821

Balance at September 30, 2024 $ ( 845 ) $ ( 845 ) $ ( 164,991 ) $ ( 164,991 ) $ ( 165,836 ) $ ( 165,836 )

(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.

(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) The amounts previously recognized in currency translation adjustments related to our Dental business were reclassified when realized and included in the calculation of the loss on sale, net of previous accrued losses, within (Loss) income from discontinued operations, net of tax, for the six month period ended September 30, 2024.

Defined Benefit Plans (1)

1 unchanged sentence

Total Accumulated Other Comprehensive Loss

Balance at March 31, 2023 $ 12 $ ( 320,722 ) $ ( 320,710 )

Other Comprehensive Income before reclassifications

418 9,793 10,211

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

Beginning Balance $ 70 $ 12 $ ( 310,929 ) $ ( 320,722 ) $ ( 310,859 ) $ ( 320,710 )

Other Comprehensive Income (Loss) before reclassifications 334 752 ( 75,935 ) ( 66,142 ) ( 75,601 ) ( 65,390 )

Amounts reclassified from Accumulated Other Comprehensive Loss ( 275 ) ( 635 ) — — ( 275 ) ( 635 )

Net current-period Other Comprehensive Income

58 9,793 9,851

Balance at June 30, 2023 $ 70 $ ( 310,929 ) $ ( 310,859 )

Net current-period Other Comprehensive Income (Loss) 59 117 ( 75,935 ) ( 66,142 ) ( 75,876 ) ( 66,025 )

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.

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 June 30, 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the three-month periods ended June 30, 2024 and 2023, 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 September 30, 2024, the related consolidated statements of income, comprehensive income, and shareholders’ equity for the three- and six- month periods ended September 30, 2024 and 2023 and the consolidated statement of cash flows for the six- month periods ended September 30, 2024 and 2023 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

August 8, 2024

November 7, 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