Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

United States Securities and Exchange Commission

Washington, D. C. 20549


FORM 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2020

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38848

STERIS plc

(Exact name of registrant as specified in its charter)

Ireland98-1455064
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
70 Sir John Rogerson's Quay,Dublin 2,IrelandD02 R296
(Address of principal executive offices)(Zip code)

353 1 232 2000

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each classTrading symbol(s)Name of Exchange on Which Registered
Ordinary Shares, $0.001 par valueSTENew York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filer☐
Non-accelerated fileroSmaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of September, 30, 2019 was $12,164.2 million.

The number of Ordinary Shares outstanding as of May 22, 2020: 84,918,305

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2020 Annual Meeting – Part III

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Table of Contents

Page
Part I
Item 1Business3
Introduction3
Information Related to Business Segments3
Information with Respect to Our Business in General5
Item 1ARisk Factors8
Item 1BUnresolved Staff Comments18
Item 2Properties19
Item 3Legal Proceedings19
Item 4Mine Safety Disclosures19
Part II
Item 5Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities20
Item 6Selected Financial Data21
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Introduction22
Financial Measures22
Revenues-Defined23
General Overview & Executive Summary23
Non-GAAP Financial Measures25
Results of Operations25
Liquidity and Capital Resources30
Capital Expenditures33
Contractual and Commercial Commitments33
Critical Accounting Policies, Estimates, and Assumptions34
Recently Issued Accounting Standards Impacting the Company39
Inflation39
Forward-Looking Statements39
Item 7AQuantitative and Qualitative Disclosures About Market Risk41
Interest Rate Risk41
Foreign Currency Risk41
Commodity Risk41
Item 8Financial Statements and Supplementary Data42
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure92
Item 9AControls and Procedures92
Item 9BOther Information94
Part III
Item 10Directors, Executive Officers and Corporate Governance95
Item 11Executive Compensation95
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters95
Item 13Certain Relationships and Related Transactions, and Director Independence95
Item 14Principal Accountant Fees and Services96
Part IV
Item 15Exhibits and Financial Statement Schedule97
Signatures104

PART I

Throughout this Annual Report, references to STERIS plc, "STERIS," "us," or "our," mean STERIS Ireland and its subsidiaries for periods from and after the Redomiciliation and STERIS UK and its subsidiaries for periods prior to the Redomiciliation (as such terms are hereinafter defined), unless otherwise noted. References in this Annual Report to a particular "year," "fiscal," "fiscal year," or "year-end" mean our fiscal year, which ends on March 31. For example, fiscal year 2020 ended on March 31, 2020.

Next: Item 1. BUSINESS