Steris (STE) 10-K risk factor changes: FY2020 vs FY2019

| We conduct manufacturing, sales and distribution operations on a worldwide basis and are subject to a variety of risks associated with doing business internationally. Implementation and achievement of international growth objectives also may be impeded by political, social, and economic uncertainties or unrest in countries in which we conduct operations or market or distribute our products. | We maintain significant international operations, including operations in the U.S., Canada, Mexico, Europe, Asia Pacific and Latin America. As a result, we are subject to a number of risks and complications associated with international manufacturing, sales, services, and other operations. These include: risks associated with currency exchange rate fluctuations; difficulties in enforcing agreements and collecting receivables through some foreign legal systems; enhanced credit risks in certain European countries as well as emerging market regions; Customers with longer payment cycles than Customers in the United States; significant variations in tax rates among the countries in which we do business, and tax withholding obligations in respect of our earnings; tax laws that restrict our ability to use tax credits, offset gains, or repatriate funds; tariffs, exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country; [added: the impact of the COVID-19 pandemic on our supply chain and the industries in which we operate;] general economic and political conditions in countries where we operate or where end users of our products are situated, including the potential implications of the [added: COVID-19 pandemic, the] U.K. “Brexit”, for the U.K. and/or regional or global economies, or the withdrawal from the EU of other member countries; difficulties associated with managing a large organization spread throughout various countries; difficulties in enforcing intellectual property rights or weaker intellectual property right protections in some countries and difficulties associated with compliance with a variety of laws and regulations governing international trade, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act and laws and regulations dealing with trade with persons in sanctioned countries. |

| Changes in economic climate may adversely affect us. | Adverse economic cycles or conditions, and Customer, regulatory or government response to those cycles or conditions, [added: have affected and] could [added: further] affect our results of operations. The onset of these cycles or conditions may not be foreseeable and there can be no assurance when they will begin to improve after they occur. There also can be no assurance as to the strength or length of any recovery from a business downturn or recession. Credit and liquidity problems may make it difficult for some businesses to access credit markets and obtain financing and may cause some businesses to curtail spending to conserve cash in anticipation of persistent business slowdowns and liquidity needs. If our Customers have difficulty financing their purchases due to tight credit markets or related factors or because of other operational or utilization problems they may be experiencing or otherwise decide to curtail their purchases, our business could be adversely affected. Our exposure to bad debt losses could also increase if Customers are unable to pay for products previously ordered and delivered. Many of our Customers are governmental entities or other entities that rely on government healthcare systems or government funding. If government funding for healthcare becomes limited or restricted in countries in which we operate, [added: including as a result of the impacts of the COVID-19 pandemic,] our Customers may be unable to pay their obligations on a timely basis or to make payment in full and it may become necessary to increase reserves. In addition, there can be no assurance that there will not be an increase in collection difficulties. Prospectively, additional adverse effects resulting from these conditions may include decreased healthcare utilization, further pricing pressure on our products and services, and/or weaker overall demand for our products and services, particularly capital products. |

| Changes in healthcare laws or government and other third-party payor reimbursement levels to healthcare providers, or failure to meet healthcare reimbursement or other requirements, might negatively impact our business. | We sell many of our products and services to hospitals and other healthcare providers and pharmaceutical manufacturers. Many of these Customers are subject to or supported by government programs or receive reimbursement for services from third-party payors, such as government programs, including Medicare and Medicaid in the U.S., private insurance plans, and managed care programs. Reimbursement systems vary significantly by country. Government-managed healthcare systems control reimbursement for healthcare services in many countries. Public budgetary constraints may significantly impact the ability of hospitals, pharmaceutical manufacturers, and other Customers supported by such systems to purchase our products. Government or other third-party payors may deny or change coverage, reduce their current levels of reimbursement for healthcare services, or otherwise implement measures to regulate pricing or contain costs. In addition, our costs may increase more rapidly than reimbursement levels or permissible pricing increases or we may not satisfy the standards or requirements for reimbursement. Among other provisions, the U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, imposed an excise tax on medical devices manufactured or offered for sale in the United States. [removed: Early] [added: Late] in [removed: 2018,] [added: 2019,] U.S. Congress enacted legislation that [removed: extended the suspension of] [added: repealed] the excise tax, which [removed: suspension] had been [removed: in place in since the beginning of] [added: suspended during] calendar [removed: year 2016, for 2018 and] [added: years 2016 through] 2019. [removed: Should the U.S. Congress take no further action with regard to this tax we will begin to incur excise tax in the fourth quarter of fiscal 2020. We incurred $5.8 million in medical device excise taxes for fiscal 2016.] In addition, we have been required to commit significant resources to “Sunshine Act” compliance. Various additional health care reform proposals have emerged at the federal and state level, and we are unable to predict which, if any, of those proposals will be enacted. |

| Changes in tax treaties and trade agreements could negatively impact our costs, results of operations and earnings per share. | Legislative and regulatory action may be taken in the U.S. which, if ultimately adopted, could override or otherwise adversely impact tax treaties upon which we rely or broaden the circumstances under which STERIS plc would be considered a U.S. resident, each of which could materially and adversely affect our tax obligations. We cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals were adopted that had the effect of disregarding our organization in Ireland or limiting our ability as an Irish company to take advantage of tax treaties with the U.S., we could be subject to increased taxation and/or potentially significant expense. Existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws and regulations or policies governing the terms of foreign trade, and in particular, increased trade restrictions, [added: including as a result of the COVID-19 pandemic,] tariffs or taxes on imports from countries where we manufacture products could have a material adverse impact on our business and financial results. |

| Our operations, and those of our suppliers, are subject to a variety of business continuity hazards and risks, any of which could interrupt production or operations or otherwise adversely affect our performance, results, or value. | Business continuity hazards and other risks include: explosions, fires, earthquakes, [added: public health crises,] inclement weather, and other disasters; utility or other mechanical failures; unscheduled downtime; labor difficulties; inability to obtain or maintain any required licenses or permits; disruption of communications; data security, preservation and redundancy disruptions; inability to hire or retain key management or employees; disruption of supply or distribution; and regulation of the safety, security or other aspects of our operations. The occurrence of [removed: any of] these [removed: or other] [added: types of] events [removed: might] [added: has disrupted and may in the future] disrupt or shut down operations, or otherwise adversely impact the production or profitability of a particular facility, or our operations as a whole. Certain casualties also might cause personal injury and loss of life, or severe damage to or destruction of property and equipment, and for casualties occurring at our facilities, result in liability claims against us. Although we maintain property and casualty insurance and liability and similar insurance of the types and in the amounts that we believe are customary for our industries, our insurance coverages have limits and we are not fully insured against all potential hazards and risks incident to our business. |

| We could experience a failure of a key information technology system, process or site or a breach of information security, including a cybersecurity breach or failure of one or more key information technology systems, networks, processes, associated sites or service providers. | We rely extensively on information technology (IT) systems to conduct business. In addition, we rely on networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business. Numerous and evolving cybersecurity threats pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. While we have made investments seeking to address these threats, including monitoring of networks and systems, hiring of experts, employee training and security policies for employees and third-party providers, the techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. If our IT systems are damaged or cease to function properly, the networks or service providers we rely upon fail to function properly, or we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information due to any number of causes ranging from catastrophic events or power outages to improper data handling or security breaches and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive and business harm as well as litigation and regulatory action. [added: In addition, the COVID-19 pandemic may increase the risk of such vulnerability and attacks, including unauthorized access or attacks exploiting the fact that a large number of employees are working remotely during government shutdowns and closures.] Enforcement of the General Data Protection Regulation (“GDPR”) was effective as of May 2018. The GDPR is focused on the protection of personal data not merely the privacy of personal data. The GDPR creates a range of new compliance obligations and will significantly increase financial penalties for noncompliance (including possible fines of up to 4% of global annual revenues for the preceding financial year or €20 million (whichever is higher) for the most serious infringements). |

In addition, the impact of the COVID-19 pandemic may also exacerbate any of these risks, which could have a material effect on us.

| The COVID-19 pandemic has disrupted our operations and could have a material adverse effect on our business and financial condition. | The COVID-19 pandemic, along with the response to the pandemic by governmental and other actors, has disrupted our operations. We have experienced temporary mandatory and voluntary facility closures in certain jurisdictions in which we operate. Furthermore, we have experienced less demand for some of our products and services as a result of official prohibitions or voluntary deferrals of certain medical procedures, and other factors, which we believe has been exacerbated by the impact of stay-at-home orders. Additionally, the COVID-19 outbreak has, caused temporary disruptions in our supply chain. Long-term facility closures or other restrictions could materially adversely affect our ability to adequately staff, supply or otherwise maintain our operations. Such restrictions also may have a substantial impact on our Customers and our sales cycles. The COVID-19 pandemic may put pressure on overall spending for our products and services, and may cause our Customers to modify spending priorities or delay or abandon purchasing decisions. Moreover, because a large number of our employees have transitioned to working from home, we may be subject to increased vulnerability to cyber and other information technology risks. We have modified, and may further modify, our business practices in response to the risks and negative impacts associated with the COVID-19 pandemic. However, there can be no assurance that these measures will be temporary or successful. The impact of the COVID-19 pandemic continues to evolve and its ultimate duration, severity and disruption to our business, Customers and supply chain, and the related financial impact to us, cannot be accurately forecasted at this time. Should such disruption continue for an extended period, the adverse effect on our business, results of operations and financial condition could be more severe. Additionally, continued weak economic conditions generally could result in extended weak demand for our products and services. Furthermore, future public health crises are possible and could involve some or all of the risks discussed above. |

| | The COVID-19 pandemic may disrupt the operations of regulatory bodies with responsibility for oversight of healthcare and health and medical products. Such disruptions could result in the focus and prioritization of regulatory resources on emergent matters, which could divert regulatory resources away from more routine regulatory matters that are not COVID-19 related but that have the potential to impact our business. For example, there could be delays in FDA review of applications for marketing authorization, including those which may be necessary for or in connection with proposed changes to our products or the changes to the processes by which they are manufactured. It is unknown how long these disruptions could continue, were they to occur. Any elongation or de-prioritization or delay in regulatory review resulting from such disruptions could materially affect our ongoing device design, development, and commercialization plans. |

| Our operations are subject to regulations and permitting, which may be changed or amended by the relevant authorities, and which may limit or eliminate our current operations or increase the complexity, burden, or expense of compliance and regulated materials or processes that we use in our operations may become the focus of litigation. | Our Applied Sterilization Technologies (“AST”) segment is a technology-neutral contract sterilization service that offers our Customers a wide range of sterilization modalities through a worldwide network of over 50 contract sterilization and laboratory facilities. One of the modalities offered by our AST operations is Ethylene Oxide (“EO”) sterilization. In the United States, several regulators, including the U.S. Environmental Protection Agency (“EPA”), U.S. Food and Drug Administration (“FDA”), and agencies at the state and local level, play a role in regulating the use of EO sterilization. In 2016, the EPA changed the cancer risk basis for EO and determined that EO is carcinogenic to humans. Recent announcements of the temporary or permanent closure of EO sterilization facilities operated by others have been associated with state and/or local regulatory or other legal action related to EO emissions at those facilities. Our AST operations have taken and will continue to take measures to comply with all applicable emissions regulations and to reduce emissions. However, no assurance can be given that current or future legislative or regulatory action, or current or future litigation to which we are or may become a party, will not significantly increase the costs of conducting our EO contract sterilization operations or curtail or eliminate the use of EO in our contract sterilization operations. A significant reduction in our EO contract sterilization activities may have a material adverse effect on our financial condition and results of operations. Further, we could be liable for damages and fines as a result of legislative or regulatory action or litigation, and any liability could exceed our insurance and indemnification coverage, if any, and have a material adverse effect on our financial condition. Additionally, for many medical devices, EO sterilization may be the only current method of sterilization that effectively sterilizes and does not damage the device during the sterilization process. In the event of regulatory, legislative, or legal action that curtails or eliminates EO sterilization, there could be a shortage of medical devices and consequently a decline in surgical procedures. A decline in surgical procedures could result in a decline in demand for the products and services provided by our Healthcare Products and Healthcare Specialty Services businesses, which may have a material adverse effect on our financial condition and results of operations. |

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| The COVID-19 pandemic or similar public health crises could have a material adverse impact on ability to staff our operations. | As supplier to Healthcare and Life Sciences Customers, we fall within a “critical infrastructure” sector, and are also considered an essential business and therefore exempt under various stay at home/shelter in place orders. Accordingly, our employees continue to work because of the importance of our operations to the health and well-being of citizens in the countries in which we operate. We have implemented telework policies wherever possible for appropriate categories of employees. However, our employees that are unable to telework continue to work at our facilities and those of our Customers, and we have implemented appropriate safety measures, such as social distancing and increased cleaning protocols. While we believe that we have taken appropriate measures to ensure the health and well-being of our employees, there can be no assurances that our measures will be sufficient to protect our employees in our workplace or that they may not otherwise be exposed to COVID-19 outside of our workplace. If a number of our essential employees become ill, incapacitated or are otherwise unable or unwilling to continue working during the current or any future health crises, our operations may be adversely impacted. |

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As you read the MD&A, it may be helpful to refer to information in Item 1, “Business,” Item 6, “Selected Financial Data,” and our consolidated financial statements, which present the results of our operations for fiscal [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018] as well as Part I, Item 1A, “Risk Factors” and Note 10 of our consolidated financial statements titled, "Commitments and Contingencies" for a discussion of some of the matters that can adversely affect our business and results of operations.

| • | Service Revenues – We define service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment. Service revenues also include hospital sterilization services, instrument and scope repairs, and linen management as well as revenues generated from contract sterilization and laboratory services offered through our Applied Sterilization Technologies segment. [removed: Linen management services were divested in fiscal 2017.] |

The bulk of our revenues are derived from the [removed: healthcare] [added: healthcare, medical device] and pharmaceutical industries.

We completed several [added: tuck in] acquisitions and asset purchases in fiscal [removed: 2019, 2018] [added: 2020] and [removed: 2017] [added: 2019] that expanded our product and service offerings to our Customers.

Fewer than 200 positions [removed: are being] [added: were] eliminated.

The Company [removed: will relocate] [added: has relocated] the production of certain impacted products to other existing manufacturing operations during fiscal 2020.

These restructuring actions [removed: are] [added: were] designed to enhance profitability and improve efficiency.

Highlights. Revenues increased [removed: $162.2] [added: $248.7] million, or [removed: 6.2%,] [added: 8.9%,] to [removed: $2,782.2] [added: $3,030.9] million for the year ended March 31, [removed: 2019,] [added: 2020,] as compared to [removed: $2,620.0] [added: $2,782.2] million for the year ended March 31, [removed: 2018.][added: 2019.]

This increase reflects organic growth in all business segments, which was partially offset by [removed: the impact of our fiscal 2018 divestiture of HCS and] unfavorable fluctuations in currencies.

Fiscal [removed: 2019] [added: 2020] operating income increased [removed: 2.9%] [added: 30.5%] to [removed: $411.5] [added: $537.0] million over fiscal [removed: 2018] [added: 2019] operating income of [removed: $399.9] [added: $411.5] million.

Net cash flows from operations were [removed: $539.5] [added: $590.6] million and free cash flow was [removed: $355.4] [added: $380.2] million in fiscal [removed: 2019] [added: 2020] compared to net cash flows from operations of [removed: $457.6] [added: $539.5] million and free cash flow of [removed: $294.3] [added: $355.4] million in fiscal [removed: 2018] [added: 2019] (see subsection of MD&A titled, "Non-GAAP Financial Measures" for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures).

The [removed: improvement] [added: increase] in free cash flow [removed: was] [added: is] primarily due to the [removed: improved] [added: improvement in] cash from [removed: operations, which was partially offset by higher capital expenditures.][added: operations.]

Our debt-to-total capital ratio was [added: 25.3% at March 31, 2020 and] 27.1% at March 31, 2019.

During the year, we increased our quarterly dividend for the [removed: thirteenth] [added: fourteenth] consecutive year to [removed: $0.34] [added: $0.37] per share per quarter.

[removed: Outlook. Fluctuations] [added: Further, the broader economic impact of the COVID-19 pandemic response could cause interest rate variability and generate unanticipated fluctuations] in currency rates [removed: can] [added: that] impact [added: our] revenues and costs outside of the United States, creating variability in our [removed: results for fiscal 2020 and beyond.][added: results.]

[added: Outlook.] In fiscal [removed: 2020] [added: 2021] and beyond, we expect to continue to manage our costs, grow our business with internal product and service development, invest in greater capacity, and augment these value creating methods with potential acquisitions of additional products and services.

The following table summarizes the calculation of our free cash flow for the years ended March 31, [removed: 2019, 2018] [added: 2020] and [removed: 2017:][added: 2019:]

| | | Years Ended March 31, | | | | | | | [removed: | | | |]

| (dollars in thousands) | | [removed: 2019 | | | | 2018] [added: 2020] | | | | [removed: 2017] [added: 2019] | | |

| Net cash flows provided by operating activities | | $ | [removed: 539,505 | | | $ | 457,632] [added: 590,559] | | | $ | [removed: 424,086] [added: 539,505] | |

| Purchases of property, plant, equipment and intangibles, net | | [removed: (189,715] [added: (214,516] | | ) | | [removed: (165,457 | | ) | | (172,901] [added: (189,715] | | ) |

| Proceeds from the sale of property, plant, equipment and intangibles | | [removed: 5,567 | | | | 2,094] [added: 4,156] | | | | [removed: 4,846] [added: 5,567] | | |

| Free cash flow | | $ | [removed: 355,357 | | | $ | 294,269] [added: 380,199] | | | $ | [removed: 256,031] [added: 355,357] | |

FISCAL [removed: 2019] [added: 2020] AS COMPARED TO FISCAL [removed: 2018][added: 2019]

Revenues. The following table compares our revenues, in total and by type and geography, for the year ended March 31, [removed: 2019] [added: 2020] to the year ended March 31, [removed: 2018:][added: 2019:]

| | | Years Ended March 31, | | | | | | | [removed: | | | | | Percent | |]

| (dollars in thousands) | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | Change | | | | Change | |

Revenues increased [removed: $162.2] [added: $248.7] million, or [removed: 6.2%,] [added: 8.9%,] to [removed: $2,782.2] [added: $3,030.9] million for the year ended March 31, [removed: 2019,] [added: 2020,] as compared to [removed: $2,620.0] [added: $2,782.2] million for the year ended March 31, [removed: 2018.][added: 2019.]

This increase reflects organic growth in all business [removed: segments,] [added: segments and favorable pricing,] which was partially offset by [removed: the impact of our fiscal 2018 divestiture of HCS and] unfavorable fluctuations in currencies.

Service revenues for fiscal [removed: 2019] [added: 2020] increased [removed: $86.8] [added: $142.0] million, or [removed: 6.2%] [added: 9.6%] over fiscal [removed: 2018,] [added: 2019,] reflecting growth in all business segments.

Capital equipment revenues for fiscal [removed: 2019] [added: 2020] increased by [removed: $51.3] [added: $40.1] million, or [removed: 8.0%, as compared to] [added: 5.8%, over] fiscal [removed: 2018,] [added: 2019,] reflecting strong shipment volumes in the Healthcare Products and Life Science business [removed: units.][added: segments.]

Ireland revenues for fiscal [removed: 2019] [added: 2020] were [removed: $56.8] [added: $63.8] million, [added: representing] an increase of [removed: $8.5] [added: $7.0] million, or [removed: 17.7%,] [added: 12.4%,] over fiscal [removed: 2018] [added: 2019] revenues of [removed: $48.2] [added: $56.8] million, reflecting [added: strong] growth in [removed: service, consumable and capital equipment] [added: service] revenues.

United States revenues for fiscal [removed: 2019] [added: 2020] were [removed: $1,976.8] [added: $2,211.7] million, [added: representing] an increase of [removed: $140.4] [added: $234.9] million, or [removed: 7.6%,] [added: 11.9%,] over fiscal [removed: 2018] [added: 2019] revenues of [removed: $1,836.4] [added: $1,976.8] million, reflecting [added: double digit] growth in service, consumable and capital equipment revenues.

Revenues from other foreign locations for fiscal [removed: 2019] [added: 2020] were [removed: $748.6] [added: $755.4] million, [added: representing] an increase of [removed: 1.8%] [added: 0.9%] over the fiscal [removed: 2018] [added: 2019] revenues of [removed: $735.3] [added: $748.6] million, reflecting [removed: growth] [added: strength] in Canada and [removed: in] the [removed: Asia Pacific and] Latin America [removed: regions, which was partially offset by a decline in the Europe, Middle East and Africa ("EMEA")] region.

Gross Profit. The following table compares our gross profit for the year ended March 31, [removed: 2019] [added: 2020] to the year ended March 31, [removed: 2018:][added: 2019:]

| (dollars in thousands) | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | | | | | | |

| [removed: Gross] [added: Total gross] profit [removed: percentage:] [added: percentage] | | [added: 43.5] | | [added: %] | | [added: 42.2] | | [added: %] | | | | | | | |

| Product | | [removed: 45.8] [added: 46.5] | | % | | [removed: 47.1] [added: 45.8] | | % | | | | | | | |

| Service | | [removed: 39.1] [added: 41.0] | | % | | [removed: 37.0] [added: 39.1] | | % | | | | | | | |

Our gross profit increased [removed: $82.7] [added: $144.5] million and gross profit percentage increased [removed: 50] [added: 130] basis points to [removed: 42.2%] [added: 43.5%] for fiscal [removed: 2019] [added: 2020] as compared to [removed: 41.7%] [added: 42.2%] for fiscal [removed: 2018.][added: 2019.]

Information on our financial condition and results of our operations for our 2018 fiscal year period can be found in Item 7 titled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations", of our Annual Report on Form 10-K for the fiscal year ended March 31, 2019, filed with the SEC on May 30, 2019.

The COVID-19 pandemic is resulting in the deferral of certain elective medical procedures, which is negatively impacting the demand for some of our products and services.

During fiscal 2020, we sold the operations of our Healthcare Specialty Services business that were located in China with annual revenues of approximately $5.0 million.

The increase is primarily attributable to lower restructuring expenses, increased revenue volumes and higher gross margin attainment in fiscal 2020 over fiscal 2019.

However, the COVID-19 pandemic began to impact our business late in fiscal 2020.

The coronavirus pandemic and related public health recommendations and mandated precautions to mitigate the spread of COVID-19, including deferral of medical procedures and treatments and shelter-in-place orders or similar measures, is negatively affecting, and is expected to continue to affect some of our operations which would impact our financial position and cash flows in fiscal 2021.

We have experienced and expect to continue to experience unpredictable fluctuations in demand for certain of our products and services, including some products and services that are experiencing increased demand.

We cannot predict the ultimate impact that the COVID-19 pandemic and related actions will have on our Customers’ operations, financial position and cash flows and therefore, on the demand for our products and services.

As a result, we are unable to estimate the ultimate impact of the COVID-19 pandemic to our consolidated results of operations, financial position and cash flows for fiscal 2021 and beyond.

The COVID-19 pandemic began to impact our business late in fiscal 2020 and therefore did not have a material impact on our fiscal 2020 results of operations.

| Total revenues | | $ | 3,030,895 | | | $ | 2,782,170 | | | $ | 248,725 | | | 8.9 | % |

| Service revenues | | 1,628,107 | | | | 1,486,145 | | | | 141,962 | | | | 9.6 | % |

| Consumable revenues | | 672,329 | | | | 605,631 | | | | 66,698 | | | | 11.0 | % |

| Capital equipment revenues | | 730,459 | | | | 690,394 | | | | 40,065 | | | | 5.8 | % |

| Ireland revenues | | 63,821 | | | | 56,784 | | | | 7,037 | | | | 12.4 | % |

| United States revenues | | 2,211,722 | | | | 1,976,814 | | | | 234,908 | | | | 11.9 | % |

| Other foreign revenues | | 755,352 | | | | 748,572 | | | | 6,780 | | | | 0.9 | % |

Consumable revenues for fiscal 2020 increased $66.7 million, or 11.0%, over fiscal 2019, reflecting growth in the Healthcare Products and Life Sciences segments.

The Europe, Middle East and Africa ("EMEA") region slightly declined primarily due to actions taken in conjunction with the 2019 Restructuring Plan.

| Product | | $ | 652,586 | | | $ | 593,730 | | | $ | 58,856 | | | 9.9 | % |

| Service | | 667,337 | | | | 581,697 | | | | 85,640 | | | | 14.7 | % |

| Total gross profit | | $ | 1,319,923 | | | $ | 1,175,427 | | | $ | 144,496 | | | 12.3 | % |

The increase in gross margin percentage is primarily due to the favorable impact of pricing (50 basis points), lower current period expenses related to the Fiscal 2019 Restructuring Plan (20 basis points), our recent divestitures (10 basis points) and mix and other adjustments (50 basis points).

Productivity enhancements fully offset material, labor and facility cost increases.

| Total operating expenses | | $ | 782,950 | | | $ | 763,962 | | | $ | 18,988 | | | 2.5 | % |

SG&A increased 7.0% in fiscal 2020 over fiscal 2019.

Volume sensitive costs like commissions and third party purchasing organization fees increased 15% in fiscal 2020 over fiscal 2019, but continue to be approximately 3% of revenues.

Higher compensation costs related to our annual employee bonus and additional operating expenses from our newly acquired businesses also contributed to the fiscal 2020 increase.

Additional restructuring expenses related to this plan are not expected to be material to our results of operations.

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| Fiscal 2019 Restructuring Plan | Year Ended March 31, 2020 | | | Year Ended March 31, 2019 | | |

| (Gain) on disposal of asset | (1,164 | | ) | — | | |

The fiscal 2020 effective tax rate increased when compared to fiscal 2019 primarily due to an increased percentage of profits earned and taxed in jurisdictions with a higher tax rate.

| Healthcare Products | | $ | 1,423,198 | | | $ | 1,338,428 | | | $ | 84,770 | | | 6.3 | % |

| Healthcare Specialty Services | | 563,611 | | | | 510,057 | | | | 53,554 | | | | 10.5 | % |

| Life Sciences | | 416,939 | | | | 378,558 | | | | 38,381 | | | | 10.1 | % |

| Applied Sterilization Technologies | | 627,147 | | | | 555,127 | | | | 72,020 | | | | 13.0 | % |

| Total revenues | | $ | 3,030,895 | | | $ | 2,782,170 | | | $ | 248,725 | | | 8.9 | % |

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During fiscal 2018, we divested our Synergy Health Healthcare Consumable Solutions ("HCS") business with annual revenues of approximately $40 million.

During fiscal 2017, we divested our Applied Infection Control ("AIC") product line and four businesses acquired in the acquisition of Synergy Health including: all of the linen management services businesses and Synergy Health Laboratory Services.

The increase is attributable to increased volume and fluctuations in currencies and the positive impact from our fiscal 2018 divestiture of HCS, which were partially offset by costs associated with our Fiscal 2019 Restructuring Plan.

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| Total revenues | | $ | 2,782,170 | | | $ | 2,619,996 | | | $ | 162,174 | | | 6.2 | % |

| | | | | | | | | | | | | | | | |

| Revenues by type: | | | | | | | | | | | | | | | |

| Service revenues | | 1,486,145 | | | | 1,399,363 | | | | 86,782 | | | | 6.2 | % |

| Consumable revenues | | 605,631 | | | | 581,563 | | | | 24,068 | | | | 4.1 | % |

| Capital equipment revenues | | 690,394 | | | | 639,070 | | | | 51,324 | | | | 8.0 | % |

| | | | | | | | | | | | | | | | |

| Revenues by geography: | | | | | | | | | | | | | | | |

| Ireland revenues | | 56,784 | | | | 48,246 | | | | 8,538 | | | | 17.7 | % |

| United States revenues | | 1,976,814 | | | | 1,836,414 | | | | 140,400 | | | | 7.6 | % |

| Other foreign revenues | | 748,572 | | | | 735,336 | | | | 13,236 | | | | 1.8 | % |

Consumable revenues for fiscal 2019 increased $24.1 million, or 4.1%, over fiscal 2018, reflecting growth in all business segments which was partially offset by the impact of our fiscal 2018 divestiture of HCS.

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | |

| | | Years Ended March 31, | | | | | | | | Change | | | | Percent Change | |

| Gross profit: | | | | | | | | | | | | | | | |

| Product | | $ | 593,730 | | | $ | 574,456 | | | $ | 19,274 | | | 3.4 | % |

| Service | | 581,697 | | | | 518,290 | | | | 63,407 | | | | 12.2 | % |

| Total gross profit | | $ | 1,175,427 | | | $ | 1,092,746 | | | $ | 82,681 | | | 7.6 | % |

| Total gross profit percentage | | 42.2 | | % | | 41.7 | | % | | | | | | | |

Our gross profit is affected by the volume, pricing and mix of sales of our products and services, as well as the costs associated with the products and services that are sold.

This increase was attributable to the positive impacts of pricing (40 basis points), our recent divestitures (20 basis points), fluctuations in currencies (10 basis points) and other factors, which were offset by costs associated with our Fiscal 2019 Restructuring Plan (40 basis points).

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | |

| | | Years Ended March 31, | | | | | | | | Change | | | | Percent Change | |

| Operating expenses: | | | | | | | | | | | | | | | |

| Total operating expenses | | $ | 763,962 | | | $ | 692,863 | | | $ | 71,099 | | | 10.3 | % |

As of March 31, [removed: 2019,] [added: 2020,] we had [removed: $885.0] [added: $878.4] million in fixed rate senior notes outstanding.

As of March 31, [removed: 2019,] [added: 2020,] we had [removed: $301.8] [added: $275.4] million in outstanding borrowings under our Credit Agreement which are exposed to changes in interest rates.

At March 31, [removed: 2019,] [added: 2020,] we held [added: a] foreign currency forward [removed: contracts] [added: contract] to buy [removed: 9.0] [added: 6.0] million Canadian [removed: dollars and 150.0 million Mexican pesos.][added: dollars.]

At March 31, [removed: 2019,] [added: 2020,] we held commodity swap contracts to buy [removed: 652,900] [added: 715,200] pounds of nickel.

We offer our Customers a unique mix of innovative capital equipment products, such as sterilizers and washers, surgical tables, lights and equipment management systems and connectivity solutions such as operating room integration; consumable products including detergents and gastrointestinal endoscopy accessories and other [removed: products;] [added: products and] services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair solutions, laboratory services and outsourced instrument reprocessing.

STERIS plc has approximately [removed: 12,000] [added: 13,000] employees worldwide.

The [removed: prior] [added: fiscal 2018] period operating income measures have been recast for comparability.

Description of Business. Our Healthcare Products segment provides a broad portfolio of infection prevention, procedural and GI solutions [removed: including;] [added: including:] consumable products, equipment maintenance and installation services, and capital equipment to acute care hospitals, ambulatory surgery centers and GI clinics.

For the year ended March 31, [removed: 2019,] [added: 2020,] no Customer represented more than 10% of the Healthcare Product segment's total revenues.

Description of Business. Our Healthcare Specialty Services segment provides a range of solutions and managed services [removed: including;] [added: including:] hospital sterilization services and instrument and scope repairs to acute care hospitals and other healthcare settings that aid our Customers in improving the safety, quality and productivity of their operations.

For the year ended March 31, [removed: 2019,] [added: 2020,] no Customer represented more than 10% of the Healthcare Specialty Services segment's total revenues.

For the year ended March 31, [removed: 2019,] [added: 2020,] no Customer represented more than 10% of the Life Sciences segment’s total revenues.

Description of Business. Our Applied Sterilization Technologies ("AST") segment provides contract sterilization [added: and testing] services [removed: through a network of over 50 contract sterilization] [added: for medical device] and [removed: laboratory facilities worldwide.][added: pharmaceutical manufacturers.]

Services Offered. We offer a wide range of sterilization modalities as well as an array of [removed: laboratory] testing services that complements the manufacturing of sterile products.

Our locations are in major population centers and core distribution corridors throughout the [removed: Americas, Europe and Asia.]

For the year ended March 31, [removed: 2019,] [added: 2020,] no Customer represented more than 10% of the segment’s revenues.

These raw materials and supplies are generally available from several suppliers and in sufficient quantities that we do not currently expect any significant sourcing problems in fiscal [removed: 2020.][added: 2021.]

As of March 31, [removed: 2019,] [added: 2020,] we held approximately [removed: 400] [added: 410] United States patents and approximately [removed: 1,500] [added: 1,640] in other jurisdictions and had approximately [removed: 135] [added: 145] United States patent applications and [removed: 375] [added: 360] patent applications pending in other jurisdictions.

As of March 31, [removed: 2019,] [added: 2020,] we had a total of approximately [removed: 1,550] [added: 1,430] trademark registrations worldwide.

We believe that we are currently compliant in all material respects with applicable [removed: regulatory requirements.]

Environmental Matters. We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in Ireland, the United States and [removed: in] other countries.

Employees. As of March 31, [removed: 2019,] [added: 2020,] we had approximately [removed: 12,000] [added: 13,000] employees throughout the world including certain locations subject to collective bargaining agreements and works council representation.

At March 31, 2019, we had [removed: a] backlog [added: orders] of $215.2 million.

At March 31, [removed: 2018,] [added: 2020,] we had [added: a] backlog [removed: orders] of [removed: $193.9] [added: $242.5] million.

Of this amount, [removed: $133.0] [added: $170.1] million and [removed: $60.8] [added: $72.4] million related to our Healthcare Products and Life Sciences segments, respectively.

Availability of Securities and Exchange Commission Filings. We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to [removed: these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (“SEC”).]

[removed: Executive Officers of the Registrant.] The following table presents certain information regarding our executive officers at March 31, [removed: 2019.][added: 2020.]

| [removed: Kathleen L. Bardwell] [added: Daniel A. Carestio] | | [removed: 63] [added: 47] | | Senior Vice President and Chief [removed: Compliance] [added: Operating] Officer |

| Karen L. Burton | | [removed: 51] [added: 52] | | Vice President, Controller and Chief Accounting Officer |

| [removed: Daniel A. Carestio] [added: Michael J. Tokich] | | [removed: 46] [added: 51] | | Senior Vice President and Chief [removed: Operating] [added: Financial] Officer |

| Cary L. Majors | | [removed: 44] [added: 45] | | [added: Senior] Vice President, North America Commercial Operations |

| Walter M Rosebrough, Jr. | | [removed: 65] [added: 66] | | President and Chief Executive Officer |

| Renato G. Tamaro | | [removed: 50] [added: 51] | | Vice President and Corporate Treasurer |

| J. Adam Zangerle | | [removed: 52] [added: 53] | | Senior Vice President, General Counsel, and Secretary |

The following discussion provides a summary of each executive officer's recent business experience through March 31, [removed: 2019:][added: 2020:]

He assumed this role in [removed: November 2015.][added: August 2019.]

Majors serves as [added: Senior] Vice President, North [removed: American] [added: America] Commercial Operations.

Mr. Rosebrough is [added: also] a Director of [added: STERIS plc and] Varex Imaging Corporation.

The COVID-19 pandemic is resulting in the deferral of certain elective medical procedures, which is negatively impacting the demand for some of our products and services.

Americas, Europe and Asia.

regulatory requirements.

these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (“SEC”).

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

From April 2014 to August 2019 he served as Vice President, North America Commercial Operations.

Segment performance information for fiscal years 2019, 2018, and 2017 is presented in Note 11 to our Consolidated Financial Statements titled, “Business Segment Information” and in Item 7 titled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), of this Annual Report.

Linen Management Services were divested during fiscal 2017.

A significant portion of the backlog orders at March 31, 2019 is expected to ship in fiscal 2020.

| Dr. Adrian Coward | | 49 | | Senior Vice President, Healthcare Specialty Services |

| Michiel de Zwaan | | 47 | | Vice President and Chief Human Resources Officer |

| Gulam A. Khan | | 52 | | Senior Vice President, Procedural Solutions |

| Michael J. Tokich | | 50 | | Senior Vice President and Chief Financial Officer |

Kathleen L.

Bardwell serves as Senior Vice President and Chief Compliance Officer.

She assumed this role in February 2014.

From March 2008 to February 2014, she served as Vice President, Chief Compliance Officer.

Mrs. Bardwell is a Director of First Financial Bancorp.

Dr. Adrian Coward serves as Senior Vice President, Healthcare Specialty Services.

From April 2014 to November 2015, he served as Chief Operating Officer of Synergy Health plc.

From April 2010 to March 2014, Dr. Coward served as CEO of UK & Ireland of Synergy Health plc.

Michiel de Zwaan serves as Vice President and Chief Human Resources Officer.

He assumed this role in September 2017.

He served as Senior Vice President and Chief Human Resources Officer at Hill-Rom Inc. from August 2014 through December 2015, and as Vice President of Human Resources, International, at Hill-Rom Europe B.V. from September 2011 through July 2014.

Gulam A.

Khan serves as Senior Vice President, Procedural Solutions.

He assumed this role in August 2015.

He served as Chief Executive Officer of United States Endoscopy Group, Inc. from January 2003, prior to its acquisition by STERIS in

August 2012, remaining with STERIS until June 2013.

From April 2014 until August 2015, he provided independent consulting services to corporations, including business integration consulting services to STERIS.

He assumed this role in April 2014.

From June 2012 through April 2014 he served as Vice President, Sales & Marketing Strategy.

From March 2008 to February 2014, he served as Senior Vice President and Chief Financial Officer.

From May 2007 to July 2013 he served as Associate General Counsel and Group General Counsel, Healthcare.

[removed: x Annual Report Pursuant to Section] [added: | ☒ | ANNUAL REPORT PURSUANT TO SECTION] 13 OR 15(d) [removed: of The Securities Exchange Act of 1934][added: OF THE SECURITIES EXCHANGE ACT OF 1934 |]

[removed: For] [added: For] the fiscal year [removed: ended March] [added: ended March] 31, [removed: 2019][added: 2020]

[removed: o Transition Report Pursuant to Section] [added: | ☐ | TRANSITION REPORT PURSUANT TO SECTION] 13 OR 15(d) [removed: of The Securities Exchange Act of 1934][added: OF THE SECURITIES EXCHANGE ACT OF 1934 |]

[removed: Commission] [added: Commission] file [removed: number] [added: number] 001-38848

| [removed: Ireland] [added: Ireland] | | [removed: 98-1455064] | [added: | 98-1455064 |]

| (State or other jurisdiction of incorporation or organization) | | [added: | |] (IRS Employer Identification No.) |

Indicate by check mark whether the [removed: Registrant] [added: 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 [removed: Registrant] [added: registrant] was required to file such [removed: reports),] [added: reports);] and (2) has been subject to such filing requirements for the past 90 days.

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 [removed: (§ 229.405] [added: (§232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

| Large [removed: Accelerated Filer x] [added: accelerated filer] | [added: x] | Accelerated [removed: Filer o] [added: filer] | [added: ☐ |]

| [removed: Non-Accelerated Filer o (Do not check if a smaller reporting company)] [added: Non-accelerated filer] | [added: o] | Smaller [removed: Reporting Company o] [added: reporting company] | [added: ☐ |]

| | | Emerging [removed: Growth Company o] [added: growth company] | [added: ☐ |]

[removed: |] 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. [removed: o | | |]

Indicate by check mark whether the [removed: Registrant] [added: registrant] is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The number of Ordinary Shares outstanding as of May [removed: 24, 2019: 84,541,998][added: 22, 2020: 84,918,305]

Portions of the Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting – Part III

| | | [Information Related to Business [removed: Segments](#sB311282AE723BC0785D8EC82BB87D82B)] [added: Segments](#s318F0B0DE2E75D4CA459446DC57F837C)] | [removed: [3](#s51D202D92E5BE3FDE20CEC824E00A954)] [added: [3](#sD78EF29A43BD580C9F03F7350721962E)] |

| | | [Information with Respect to Our Business in [removed: General](#s21560C41875CDE0EF66BEC82BB8DB310)] [added: General](#sF941845E210E5E4EB2C12F0060E51113)] | [removed: [5](#sB66F79D0BF175383ED1CEC824E300B12)] [added: [5](#sD4A00ED76DAF5DAEB803A1A166160156)] |

| Item 1A | | [Risk [removed: Factors](#sF4EF629528A4AD2199D8EC82BB925300)] [added: Factors](#s14291D1523E2568B8D534BB446616980)] | [removed: [9](#sFD0244C980680732BE13EC824E516AAB)] [added: [8](#s1B17732266A45EF7A5DC5D2B0D83A2CB)] |

| Item 1B | | [Unresolved Staff [removed: Comments](#s567763718022ACB00771EC82BB97F775)] [added: Comments](#s24B710F7B4CC521DBA5CA9E21F510BCD)] | [removed: [18](#s4D3233FC8CD7F6657881EC824E83AED4)] [added: [18](#sDA2EF9EC9FBA5A429C44777F4AD67B81)] |

| Item 3 | | [Legal [removed: Proceedings](#sDB3FEB79D550556F3DECEC824ED65E8F)] [added: Proceedings](#sEB94BD05742D5B16880FFBBD0F239663)] | [removed: [22](#sDB3FEB79D550556F3DECEC824ED65E8F)] [added: [19](#sEB94BD05742D5B16880FFBBD0F239663)] |

| Item 4 | | [Mine Safety [removed: Disclosures](#s070E3505811B367D8B0DEC82BBA78CDC)] [added: Disclosures](#s17AC4F2A9A825CB4B6ADDE7564BF1650)] | [removed: [22](#s847D62087913C1994512EC824EFA69B8)] [added: [19](#s6B1472F1ECD55CC6AA4C0C111F13F4DA)] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#s11C90E53E28322A6F344EC82BBAEAE6F)] [added: Securities](#s18A0CACBA6F452599EBC429A96738BF5)] | [removed: [23](#sDE5C54FAC2883956759CEC822923C165)] [added: [20](#sE56FD530732C5FD6BDA7F111031F443B)] |

| Item 6 | | [Selected Financial [removed: Data](#s0DF54C4743315CF7F02FEC82BBB3594C)] [added: Data](#s348E5E6BC2A6559BBF41AAFAD9F82F4C)] | [removed: [24](#s7CD8125A81C36B897B86EC824F7D68B5)] [added: [21](#s8029669723D55EBCB81885F142A92CD2)] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s89B0DB9C6FEAA7578963EC82BBB878E3)] [added: Operations](#s30A9B1A359C6533B88A2748B64AB3FB8)] | [removed: [25](#sDF04CB3F6CB52F43E297EC824FA1207F)] [added: [22](#s51DAFBA1C6F850A8B89CB4E6B8B5AFD3)] |

| | | [General Overview & Executive [removed: Summary](#sADAF7766909E917969D3EC8250455720)] [added: Summary](#sDF4D02959F715B2BA786BD0903AB2D4A)] | [removed: [26](#sADAF7766909E917969D3EC8250455720)] [added: [23](#sDF4D02959F715B2BA786BD0903AB2D4A)] |

| | | [Non-GAAP Financial [removed: Measures](#s0E82F7CF95D959094522EC8229C1D496)] [added: Measures](#s7BBF4F290CAE51AD87BFDC1372CBF967)] | [removed: [28](#s0E82F7CF95D959094522EC8229C1D496)] [added: [25](#s7BBF4F290CAE51AD87BFDC1372CBF967)] |

| | | [Liquidity and Capital [removed: Resources](#s4BE7B9F281DCE253BEF5EC82BBDA1B12)] [added: Resources](#s4D1E8596BC545FE0A7CDC932BF9838F4)] | [removed: [37](#sFD7B91B9DBA9B24CFADEEC822F8394E9)] [added: [30](#sFE8061300F1F5246B860170C4B2119E3)] |

| | | [Contractual and Commercial [removed: Commitments](#s3F5280BDE2BEB1973BBDEC82BBE479F4)] [added: Commitments](#sE728A1B38C8C50B6B0249244AC4584FE)] | [removed: [41](#s1263FEFF5692C905C1A8EC823DA38A13)] [added: [33](#sEB9A937386EF5E95BD24335087A4EFEF)] |

| | | [Critical Accounting Policies, Estimates, and [removed: Assumptions](#sA6DA06ACE24EDE25B028EC82BBE9F8DC)] [added: Assumptions](#s5877683699975F819B53708A64F892A9)] | [removed: [42](#s3E9155E2DC01710318F3EC8251799698)] [added: [34](#sAC8A9CABD3275B5B8E948014CE02BE51)] |

| | | [Recently Issued Accounting Standards Impacting the [removed: Company](#s160B8EEE2A565730B4A8EC82BBEDD1F8)] [added: Company](#sC7F7419962675CF79C0FCC21CF9D2F61)] | [removed: [47](#sB423BE75456445CB6ADDEC82518F74D1)] [added: [39](#s385132939DC25E7BB3C889381834D03C)] |

| | | [Forward-Looking [removed: Statements](#s19145686F5BC7FB738EDEC82BBF7AA55)] [added: Statements](#s52E99DA496E558C1A74FCC993C9FC1B9)] | [removed: [47](#s45E54549D00F07755974EC8251C40850)] [added: [39](#s9390750849F7569AA1364D7960C7C4ED)] |

| Item 7A | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s4288C8557EB8EA6944E4EC82BBFCD6D7)] [added: Risk](#s4BF311391B6458C0A139FD8DB6CCACD0)] | [removed: [49](#s34262B91D563C7C72FF4EC8251E8065B)] [added: [41](#s1A6DAAED2F73598F9E73386B118AF0DA)] |

| | | [Interest Rate [removed: Risk](#s6E50AACAC659A02B3A41EC82BC018401)] [added: Risk](#sE8B22FAC1D2C54EE8EF4F4063F20122F)] | [removed: [49](#sE3BD19EF9E6330B6039DEC8252189345)] [added: [41](#s03BDA45CB853558380168D5FFE7FB739)] |

| | | [Foreign Currency [removed: Risk](#s8D1D0CF006CB4EE50D3AEC82BC06C5A3)] [added: Risk](#s89C4C6D444F35B85A338F63F6EC313E0)] | [removed: [49](#s16779A6082E5FD353D82EC825239335F)] [added: [41](#s314B3C988F065C9080EF878A44C8109F)] |

| Item 8 | | [Financial Statements and Supplementary [removed: Data](#s225995848D7D4370282BEC82BC10B022)] [added: Data](#s12BA2B97E72959548622CAD210BFC1B4)] | [removed: [50](#sF64A3B773535EEF8A2E8EC82528DED7D)] [added: [42](#s0FE9DEF26F075B8C9E0532153B2B3AE1)] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s7A62FA3D75CD6F4F6606EC82BC151E31)] [added: Disclosure](#sA76125B242A55CC3848344DF1333F7A1)] | [removed: [101](#s21FB54D17C47D038A8F6EC825AE24FD5)] [added: [92](#s3D14AEB26E845897B90183B6EE26D02A)] |

| Item 9A | | [Controls and [removed: Procedures](#s68F05F40B779806847DFEC82BC1A860F)] [added: Procedures](#s4EDE67BABE065ABCAC0CEBF27FCD4C08)] | [removed: [101](#s1F30F917B24708A0F6CBEC825AEB1EF2)] [added: [92](#sEF33A95C97DC5C8C930A873B363B6629)] |

| Item 10 | | [Directors, Executive Officers and Corporate [removed: Governance](#s21DEC692530ADF47A4EFEC82BC279E1F)] [added: Governance](#s5962EFB28A31564D8E1FE8CE026CF660)] | [removed: [104](#s5B9A73B0251BEFAF5788EC825B56A926)] [added: [95](#s864086E2D0615065A75CF637B776BA88)] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sCCB32BDCA711F69B6427EC82BC31B2B4)] [added: Matters](#s03A249DD210C5EE08AA4115D8A9FFC0E)] | [removed: [104](#s0F11AEA8D37BC20906EDEC8227612560)] [added: [95](#sB70AA803489C570E98AA960F0CEFD173)] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s259BB59EB51BF38EDC68EC82BC369DDD)] [added: Independence](#s5A80DC7B3FAE5460B0EEAB2B93188062)] | [removed: [104](#s8449F0138866A543DD0DEC825BDC2537)] [added: [95](#s88F44D7DFD5856E2B68F57979ECE47EA)] |

__________________________________________________________________

(Mark One)

| | |

OR

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| --- | --- |

| | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| 70 Sir John Rogerson's Quay, | Dublin 2, | Ireland | | D02 R296 |

| (Address of principal executive offices) | | | | (Zip code) |

353 1 232 2000

(Registrant’s telephone number, including area code)

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.

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.

| | | | |

| --- | --- | --- | --- |

| | | | |

| Item 1 | | [Business](#sCAE6755E802F5B80B6946CAFD359120A) | [3](#s5744D9B78B5456F696946624682C2161) |

| | | [Introduction](#s298C9203928A50F3A56092FAE0873192) | [3](#s4C4BF7F3BE9F5E30AAD751A324CE7E2B) |

| Item 2 | | [Properties](#s6358E258EDFA5F2EB5448CD20295D20A) | [19](#s8C34557BDBBF5CDAA1731026EF10A10E) |

| | | [Introduction](#s8C66BCB3FA3F5290B830FAE5505059D7) | [22](#sCE63F62B0B5C50048D4BA046E98C944E) |

| | | [Financial Measures](#s85D4834FDD0955A0974FC6D526F39AD6) | [22](#s0F99E2B78BB45324B72FED7640DA9ED5) |

| | | [Revenues-Defined](#s52857877410A50538CD85CFC07A95F54) | [23](#s7C5CC1563D635378B254CB8C57575722) |

| | | [Results of Operations](#s68033941A09B5B76BF12318E9A6F93D0) | [25](#s1A228286F0A459C6A8F0087B9962374B) |

| | | [Capital Expenditures](#s2D06057DCE1151D2941CFF782D2F0627) | [33](#s6D75A8327C2258D9878A8185CEE9B79F) |

| | | [Inflation](#s64862D31B46E569598646D2698DF06CB) | [39](#s3DC39B5771FA56DABED414F7C9D1DED9) |

| | | [Commodity Risk](#s876EFB3CD0BF534CA48E1A5CB24DF424) | [41](#s48FC0D6E130659788CDEA0A9148F3D66) |

| Item 9B | | [Other Information](#s767F6645E0635F3E80CFB0C774BBED67) | [94](#sCF57A7D779415CEDA5F9664FA66B8D41) |

| Item 11 | | [Executive Compensation](#s0CC8A88424B55DEDAC37C80F8EDC2838) | [95](#sCC28E70C978C5DED9FB6F5F96819A5CA) |

| | | [Signatures](#sF3EA0182B7265286A930F3ECF4B17C71) | [104](#s702BF5A8A0FD535C93286FDC32FC94AE) |

| | |

| --- | --- |

___________________________________________________________________

OR

For the transition period from to

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| --- | --- | --- |

| | | |

| | | |

| 70 Sir John Rogerson's Quay, Dublin 2, Ireland (Address of principal executive offices) | D02 R296 (Zip Code) | 353 1 232 2000 (Registrant’s telephone number including area code) |

| | | |

| --- | --- | --- |

| | | |

Yes o No x As of September 30, 2018, the aggregate market value of shares held by non-affiliates of STERIS plc, a public limited company organized under the laws of England and Wales (the predecessor issuer pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934), based upon the closing sale price of its shares on September 30, 2018, was approximately $9,552.1 million.

| Item 1 | | [Business](#s38DCD259355831BD840FEC82BB7A306B) | [3](#s470DA8E6B491F822F7D9EC824DABD227) |

| | | [Introduction](#sFF355A4B73636A5CA51BEC82BB82DA33) | [3](#s7FF5C4679B23E689A9DFEC824DDDF189) |

| Item 2 | | [Properties](#sB88D09B712DC3A8339F5EC82BB9DE7A1) | [18](#s85DC3BADA956971DC812EC824EA496E2) |

| | | [Introduction](#s2AE56959F8A83A09E1B4EC82BBBDA47D) | [25](#sA0D20C7516D62FB964D4EC824FD180ED) |

| | | [Financial Measures](#s3919DD05774717F0B955EC82BBC2B515) | [25](#s888633579EAC87765B0EEC824FF67EC9) |

| | | [Revenues-Defined](#s601CCE2ED9CE039C38A4EC82BBC6C85E) | [26](#s8CC90A907A9B467B40C9EC8250242B22) |

| | | [Results of Operations](#sC0129ABE2D4BBB777AA4EC82BBD57052) | [28](#s5C871855332B55C490E7EC8224BE1FDF) |

| | | [Capital Expenditures](#s8538A214F126F51C8EE5EC82BBDF036A) | [41](#s3BDB5160BD8B463C66EBEC82514EB67C) |

| | | [Inflation](#s73CB38CD022A08FB4B74EC82BBF3EC8A) | [47](#s378BC6414FF1E3AB60B0EC825195AD35) |

| | | [Commodity Risk](#s17A1056CEFDFFE040469EC82BC0BEBF5) | [49](#s637511B3F066A8117911EC82526C274F) |

| Item 9B | | [Other Information](#s549565972102CF938ECDEC82BC1F337A) | [103](#sA1194F2B5536BB46605CEC825B036770) |

| Item 11 | | [Executive Compensation](#s7E56360164FD35FFB9E0EC82BC2CC8AC) | [104](#sD05061DF399978684F18EC825B88A6B5) |

| Item 16 | | [Form 10-K Summary](#s60B94537A351DCCDB7DEEC825C840DE2) | [112](#s60B94537A351DCCDB7DEEC825C840DE2) |

| | | [Signatures](#s52D4921759624EDDD9A5EC82BC4DF859) | [113](#s63BCF61CB17939FF0D2AEC825CA43202) |

The following [removed: table] [added: discussion] sets forth [removed: the principal plants and other] materially important properties of the Company and its subsidiaries as of March 31, [removed: 2019.][added: 2020.]

| [removed: *Location* | | *IE /U.S./INTL] [added: Location] | | [removed: *Use*] [added: U.S./INTL*] | | [removed: *Owned/Leased*] [added: Leased/Owned] |

| Montgomery, AL | | U.S. | | [removed: Manufacturing | | Owned] [added: Owned/Leased] |

| St. Louis, MO [removed: (4)] | | U.S. | | [removed: Manufacturing | | Owned] [added: Owned/Leased] |

| [removed: *Location* | | *IE /U.S./INTL] [added: Mentor, OH] | | [removed: *Use*] [added: U.S.] | | [removed: *Owned/Leased*] [added: Owned/Leased] |

| Sharon Hill, PA | | U.S. | | [removed: Manufacturing/Warehousing | |] Owned |

| [removed: Derby,] [added: Leicester,] England [removed: (2)] | | INTL | | [removed: Operations | | Owned] [added: Owned/Leased] |

| Quebec City, Canada | | INTL | | [removed: Manufacturing | |] Owned |

| Tuusula, Finland | | INTL | | [removed: Manufacturing/Sales Office | | Owned] [added: Owned/Leased] |

| Bordeaux, France | | INTL | | [removed: Manufacturing/Sales Office | |] Owned |

| Franklin Park, IL | | U.S. | | [removed: Manufacturing/ Operations | |] Leased |

| Point Richmond, CA [removed: (3)] | | U.S. | | [removed: Manufacturing/ Operations /Sales Offices/ Warehousing | |] Leased |

| [removed: Beijing,] [added: Shanghai,] China | | INTL | | [removed: Sales Office | |] Leased |

| Guadalupe, Mexico | | INTL | | [removed: Manufacturing | |] Leased |

| [removed: Hoddesdon,] [added: Bishop Stortford,] England [removed: (2)] | | INTL | | [removed: Operations | |] Leased |

In the following discussion “International” is defined as all countries other than Ireland and the United States.

The Company’s principal executive office is located in Dublin, Ireland and its primary administrative offices are located in Mentor, OH (U.S.).

The Company owns 44 and leases 11 contact sterilization locations, utilized in the Applied Sterilization Technologies Segment that are located in major population centers and core distribution corridors throughout the Americas, Europe and Asia.

The Company operates over 75 locations representing sales, administrative and operational locations in the U.S. and 19 other countries, the majority of which are leased and support one or multiple business segments.

Operational locations are primarily comprised of service centers and distribution warehouses.

Our locations are geographically spread to be in close proximity to our Customers to ensure timely delivery of products and services.

The Company owns and leases several material manufacturing locations that support one or more of our Healthcare Products, Healthcare Specialty Services and Life Sciences segments, which are disclosed in the following table:

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

In the table below, “Contract Sterilization” refers to locations of the Applied Sterilization Technologies segment.

“Manufacturing,” “Warehousing,” “Operations,” or “Sales Offices” refer to locations serving one or more of the Healthcare Products, Healthcare Specialty Services and Life Sciences segments.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Ireland (IE), United States (U.S.) Locations (including Puerto Rico) and International Locations (INTL) | | | | | | |

| Ontario, CA | | U.S. | | Contract Sterilization | | Owned |

| San Diego, CA | | U.S. | | Contract Sterilization | | Owned |

| Temecula, CA | | U.S. | | Contract Sterilization | | Owned |

| Libertyville, IL (2) | | U.S. | | Contract Sterilization | | Owned |

| Northborough, MA | | U.S. | | Contract Sterilization | | Owned |

| Brooklyn Park, MN | | U.S. | | Contract Sterilization | | Owned |

| South Plainfield, NJ | | U.S. | | Contract Sterilization | | Owned |

| Whippany, NJ | | U.S. | | Contract Sterilization | | Owned |

| Chester, NY (2) | | U.S. | | Contract Sterilization | | Owned |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Ireland (IE), United States (U.S.) Locations (including Puerto Rico) and International Locations (INTL) | | | | | | |

| Groveport, OH | | U.S. | | Contract Sterilization | | Owned |

| Mentor, OH (13) | | U.S. | | Operations | | Owned |

| | | U.S. | | Sales Offices | | Owned |

| | | U.S. | | Manufacturing/Warehousing | | Owned |

| | | U.S. | | Manufacturing/Operations | | Owned |

| Philadelphia, PA | | U.S. | | Manufacturing/Warehousing | | Owned |

| Spartanburg, SC | | U.S. | | Contract Sterilization | | Owned |

| El Paso, TX (2) | | U.S. | | Contract Sterilization | | Owned |

| Grand Prairie, TX | | U.S. | | Contract Sterilization | | Owned |

| Sandy, UT | | U.S. | | Contract Sterilization | | Owned |

| Minneapolis, MN (2) | | U.S. | | Contract Sterilization | | Owned |

| Birmingham, AL (5) | | U.S. | | Operations/Warehousing | | Owned |

| Vega Alta, PR | | U.S. | | Contract Sterilization | | Owned |

| Feasterville, PA | | U.S. | | Warehousing | | Owned |

| Tullamore, Ireland | | IE | | Contract Sterilization | | Owned |

| Westport, Ireland | | IE | | Contract Sterilization | | Owned |

| Berkshire, England | | INTL | | Contract Sterilization | | Owned |

| Lancing, England | | INTL | | Manufacturing/Operations | | Owned |

| Swindon, England (2) | | INTL | | Contract Sterilization | | Owned |

| Yorkshire, England (3) | | INTL | | Contract Sterilization | | Owned |

| Northamptonshire, England | | INTL | | Contract Sterilization | | Owned |

Holders. As of March 31, [removed: 2019,] [added: 2020,] there were approximately [removed: 936] [added: 1,040] holders of record of our ordinary shares.

On May 7, 2019, our Board of Directors authorized the continuation of the foregoing share repurchase program by STERIS [removed: Ireland.][added: plc, resulting in a share repurchase authorization of $79.0 million (net of taxes, fees and commissions).]

[removed: There is] [added: As of March 31, 2020, there was] approximately [removed: $80.0] [added: $339.0] million (net of taxes, fees and commissions) of remaining availability under the [removed: authorization.][added: authorizations.]

Under the [removed: authorization, the Company may repurchase its] [added: authorizations,] shares [added: may be repurchased] from time to time through open market [removed: purchases,] [added: transactions,] including 10b5-1 plans.

[removed: The] [added: Any] repurchase program may be [added: activated,] suspended or discontinued at any time.

We purchased [removed: 651,093] [added: 273,259] of our ordinary shares during fiscal [removed: 2019] [added: 2020] for the aggregate amount of [removed: $72.1 million.][added: $40.0 million, pursuant to the 2019 authorizations.]

The following table presents information with respect to purchases STERIS made of its ordinary shares during the fourth quarter of fiscal year [removed: 2019:][added: 2020:]

| January 1-31 | | — | | | $ | — | | | — | | | $ | [removed: 103,979] [added: 348,979] | |

(1) Does not include [removed: 11] [added: 8] shares purchased during the quarter at an average price of [removed: $116.62] [added: $151.44] per share by the STERIS Corporation 401(k) Plan on behalf of an executive officer of the Company who may be deemed to be an affiliated purchaser.

On July 30, 2019, our Board of Directors approved an increase in the May 7, 2019 authorization of an additional amount of $300.0 million (net of taxes, fees and commissions).

| February 1-29 | | 22,500 | | | 166.20 | | | | 22,500 | | | 345,239 | | |

| March 1-31 | | 45,700 | | | 136.55 | | | | 45,700 | | | 338,979 | | |

| Total | | 68,200 | | (1) | $ | 146.08 | | (1) | 68,200 | | | $ | 338,979 | |

| February 1-28 | | 96,500 | | | 121.88 | | | | 96,500 | | | 92,217 | | |

| March 1-31 | | 108,893 | | | 121.57 | | | | 108,893 | | | 78,979 | | |

| Total | | 205,393 | | (1) | $ | 121.72 | | (1) | 205,393 | | | $ | 78,979 | |

| (in thousands, except per share data) | | [removed: 2019 (1) (2)] [added: 2020 (1)] | | | | [removed: 2018] [added: 2019] (1) (2) | | | | [removed: 2017 (1) (2)] [added: 2018 (2)] | | | | [removed: 2016 (1) (2)] [added: 2017 (2)] | | | | [removed: 2015 (1) (2)] [added: 2016 (2)] | | |

| Revenues | | $ | [removed: 2,782,170] [added: 3,030,895] | | | $ | [removed: 2,619,996] [added: 2,782,170] | | | $ | [removed: 2,612,756] [added: 2,619,996] | | | $ | [removed: 2,238,764] [added: 2,612,756] | | | $ | [removed: 1,850,263] [added: 2,238,764] | |

| Gross profit | | [removed: 1,175,427] [added: 1,319,923] | | | | [removed: 1,092,746] [added: 1,175,427] | | | | [removed: 1,026,213] [added: 1,092,746] | | | | [removed: 895,348] [added: 1,026,213] | | | | [removed: 774,301] [added: 895,348] | | |

| Restructuring expenses | | [removed: 30,987] [added: 673] | | | | [removed: 103] [added: 30,987] | | | | [removed: 215] [added: 103] | | | | [removed: (820] [added: 215] | | [removed: )] | | [removed: (391] [added: (820] | | ) |

| Income from continuing operations | | [removed: 411,465] [added: 536,973] | | | | [removed: 399,883] [added: 411,465] | | | | [removed: 226,206] [added: 399,883] | | | | [removed: 237,576] [added: 226,206] | | | | [removed: 225,214] [added: 237,576] | | |

| Income taxes | | [removed: 64,394] [added: 90,876] | | | | [removed: 63,360] [added: 64,394] | | | | [removed: 74,015] [added: 63,360] | | | | [removed: 60,299] [added: 74,015] | | | | [removed: 73,756] [added: 60,299] | | |

| Net income attributable to shareholders | | [removed: 304,051] [added: 407,605] | | | | [removed: 290,915] [added: 304,051] | | | | [removed: 109,965] [added: 290,915] | | | | [removed: 110,763] [added: 109,965] | | | | [removed: 135,064] [added: 110,763] | | |

| Net income | | $ | [removed: 3.59] [added: 4.81] | | | $ | [removed: 3.42] [added: 3.59] | | | $ | [removed: 1.29] [added: 3.42] | | | $ | [removed: 1.57] [added: 1.29] | | | $ | [removed: 2.27] [added: 1.57] | |

| Shares used in computing net income per ordinary share – basic | | [removed: 84,577] [added: 84,778] | | | | [removed: 85,028] [added: 84,577] | | | | [removed: 85,473] [added: 85,028] | | | | [removed: 70,698] [added: 85,473] | | | | [removed: 59,413] [added: 70,698] | | |

| Net income | | $ | [removed: 3.56] [added: 4.76] | | | $ | [removed: 3.39] [added: 3.56] | | | $ | [removed: 1.28] [added: 3.39] | | | $ | [removed: 1.56] [added: 1.28] | | | $ | [removed: 2.25] [added: 1.56] | |

| Shares used in computing net income per ordinary share – diluted | | [removed: 85,468] [added: 85,641] | | | | [removed: 85,713] [added: 85,468] | | | | [removed: 86,094] [added: 85,713] | | | | [removed: 71,184] [added: 86,094] | | | | [removed: 60,045] [added: 71,184] | | |

| Dividends per ordinary share | | $ | [removed: 1.33] [added: 1.45] | | | $ | [removed: 1.21] [added: 1.33] | | | $ | [removed: 1.09] [added: 1.21] | | | $ | [removed: 0.98] [added: 1.09] | | | $ | [removed: 0.90] [added: 0.98] | |

| Working capital | | $ | [removed: 588,539] [added: 705,144] | | | $ | [removed: 591,195] [added: 588,539] | | | $ | [removed: 636,219] [added: 591,195] | | | $ | [removed: 571,919] [added: 636,219] | | | $ | [removed: 437,101] [added: 571,919] | |

| Total assets | | [removed: 5,073,071] [added: 5,425,582] | | | | [removed: 5,200,334] [added: 5,073,071] | | | | [removed: 4,924,555] [added: 5,200,334] | | | | [removed: 5,346,416] [added: 4,924,555] | | | | [removed: 2,097,291] [added: 5,346,416] | | |

| Long-term indebtedness | | [removed: 1,183,227] [added: 1,150,521] | | | | [removed: 1,316,001] [added: 1,183,227] | | | | [removed: 1,478,361] [added: 1,316,001] | | | | [removed: 1,567,796] [added: 1,478,361] | | | | [removed: 621,075] [added: 1,567,796] | | |

| Total liabilities | | [removed: 1,887,273] [added: 2,018,858] | | | | [removed: 1,983,034] [added: 1,887,273] | | | | [removed: 2,114,422] [added: 1,983,034] | | | | [removed: 2,307,524] [added: 2,114,422] | | | | [removed: 1,023,645] [added: 2,307,524] | | |

| Total shareholders’ equity | | $ | [removed: 3,177,810] [added: 3,393,876] | | | $ | [removed: 3,205,960] [added: 3,177,810] | | | $ | [removed: 2,798,602] [added: 3,205,960] | | | $ | [removed: 3,023,034] [added: 2,798,602] | | | $ | [removed: 1,071,632] [added: 3,023,034] | |

| | [Report of Independent Registered Public Accounting [removed: Firm](#s05F9BB472487C6CA7D1BEC8252BE39E0)] [added: Firm](#s9E3326FA1D515DD1938197880EB2BDBF)] | [removed: [51](#s05F9BB472487C6CA7D1BEC8252BE39E0)] [added: [43](#s9E3326FA1D515DD1938197880EB2BDBF)] |

| | [Consolidated Balance [removed: Sheets](#sFE962589F8F5FF22C39BEC82CBBD62D6)] [added: Sheets](#s313DBDED957D50CEA623537CF246676C)] | [removed: [52](#s81EB829ABAF0DBD06E6BEC820CCB16B4)] [added: [45](#s50EA3DF032025D498DA93D316F02DE22)] |

| | [Consolidated Statements of [removed: Income](#s5D79099D0F5BAABC93A2EC82CBC2CBFB)] [added: Income](#sDDDE3504256F588CB5FBEA8390DC1134)] | [removed: [53](#s7BBBE297A2C9275A06D4EC820D178078)] [added: [46](#s7546639E2D2A5ACB88CF195AB56A0CD0)] |

| | [Consolidated Statements of Comprehensive [removed: Income](#sC7A30A022A911A865259EC82CBCCEFED)] [added: Income](#sDA6C0B93B4DC59FA8B633606BDB94721)] | [removed: [54](#s0E9A49138C13A72E8F35EC820D4D7F00)] [added: [47](#s457F593CF79850F7B583789174171F0B)] |

| | [Consolidated Statements of Cash [removed: Flows](#sF6B3C76C5C09E3D1D301EC82CBD13856)] [added: Flows](#sEEEBAA0DFFBD5312930FD6FC752C4541)] | [removed: [55](#s21022752610C09BB5D43EC820D6DC050)] [added: [48](#sDD482CF5836F5096AEB326B26B5D7C64)] |

| | [Consolidated Statements of Shareholders’ [removed: Equity](#s5219F87EB2592005D244EC82CBD58825)] [added: Equity](#sA412774B217552ECA752247FA7AED2EE)] | [removed: [56](#sF51E4E6BF9C48D2D7DCDEC820DC47AAD)] [added: [49](#s7B6F705F63475CF091B8A6B363B85AF8)] |

| | [Notes to Consolidated Financial [removed: Statements](#s14BEFFA4FF3958A5002EEC82CBE07804)] [added: Statements](#sFEDF75B3A0D752DDAD36ADE381B195B8)] | [removed: [57](#s1062E51ED2461415F5E6EC825495A073)] [added: [50](#s6A1A98D80A085B8BB309C0CC1D3100D1)] |

| | [Schedule II – Valuation and Qualifying [removed: Accounts](#s5FAB9504071E58D57A51EC82CBE6E085)] [added: Accounts](#s7E3D5F89ACA0556FB300B372D5573672)] | [removed: [100](#sAD241E1C920F738B3F1CEC8216649DE6)] [added: [91](#sBCABE7825FA45479B547F96E30946C72)] |

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended March 31, [removed: 2019,] [added: 2020,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May [removed: 30, 2019] [added: 29, 2020] expressed an unqualified opinion thereon.

| March 31, | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of period] | [removed: $] | 220,633 | | | [removed: $] | 201,534 | | [added: | | 282,918 | | |]

| Accounts receivable (net of allowances of [removed: $9,645] [added: $12,051] and [removed: $12,472,] [added: $9,645,] respectively) | | [removed: 564,830] [added: 586,481] | | | | [removed: 528,066] [added: 564,830] | | |

| Inventories, net | | [removed: 208,243] [added: 248,259] | | | | [removed: 205,731] [added: 208,243] | | |

| Prepaid expenses and other current assets | | [removed: 60,029] [added: 54,430] | | | | [removed: 54,326] [added: 60,029] | | |

| Total current assets | | [removed: 1,053,735] [added: 1,208,751] | | | | [removed: 989,657] [added: 1,053,735] | | |

| Property, plant, and equipment, net | | [removed: 1,031,582] [added: 1,111,855] | | | | [removed: 1,010,524] [added: 1,031,582] | | |

| Goodwill | | [removed: 2,322,928] [added: 2,356,085] | | | | [removed: 2,433,784] [added: 2,322,928] | | |

| Intangibles, net | | [removed: 604,614] [added: 565,473] | | | | [removed: 726,980] [added: 604,614] | | |

| Other assets | | [removed: 60,212] [added: 51,581] | | | | [removed: 39,389] [added: 60,212] | | |

| Total assets | | $ | [removed: 5,073,071] [added: 5,425,582] | | | $ | [removed: 5,200,334] [added: 5,073,071] | |

| Accounts payable | | $ | [removed: 152,913] [added: 149,341] | | | $ | [removed: 135,866] [added: 152,913] | |

| Accrued income taxes | | [removed: 15,460] [added: 14,013] | | | | [removed: 379] [added: 15,460] | | |

| Accrued payroll and other related liabilities | | [removed: 109,058] [added: 128,261] | | | | [removed: 94,000] [added: 109,058] | | |

| Accrued expenses and other | | [removed: 187,765] [added: 192,183] | | | | [removed: 168,217] [added: 187,765] | | |

| Total current liabilities | | [removed: 465,196] [added: 503,607] | | | | [removed: 398,462] [added: 465,196] | | |

| Long-term indebtedness | | [removed: 1,183,227] [added: 1,150,521] | | | | [removed: 1,316,001] [added: 1,183,227] | | |

| Deferred income taxes, net | | [removed: 151,038] [added: 160,270] | | | | [removed: 159,971] [added: 151,038] | | |

| Other liabilities | | [removed: 87,812] [added: 90,346] | | | | [removed: 108,600] [added: 87,812] | | |

| Total liabilities | | $ | [removed: 1,887,273] [added: 2,018,858] | | | $ | [removed: 1,983,034] [added: 1,887,273] | |

| [removed: Preferred] [added: Ordinary] shares, with $0.001 and [removed: £0.10] [added: $75.00] par value, respectively; [removed: 50,000 and 100] [added: 500,000] shares [removed: authorized, respectively; 0] [added: authorized; 84,924] and [removed: 100] [added: 84,517 ordinary shares] issued and outstanding, respectively | | [removed: —] [added: 1,982,164] | | | | [removed: 15] [added: 1,998,564] | | |

| Retained earnings | | [removed: 1,339,024] [added: 1,647,175] | | | | [removed: 1,146,223] [added: 1,339,024] | | |

| Accumulated other comprehensive [removed: income] (loss) | | [removed: (159,778] [added: (235,463] | | ) | | [removed: 11,685] [added: (159,778] | | [added: )] |

| Total shareholders’ equity | | [removed: 3,177,810] [added: 3,393,876] | | | | [removed: 3,205,960] [added: 3,177,810] | | |

| Noncontrolling interests | | [removed: 7,988] [added: 12,848] | | | | [removed: 11,340] [added: 7,988] | | |

| Total equity | | [removed: 3,185,798] [added: 3,406,724] | | | | [removed: 3,217,300] [added: 3,185,798] | | |

| Total liabilities and equity | | $ | [removed: 5,073,071] [added: 5,425,582] | | | $ | [removed: 5,200,334] [added: 5,073,071] | |

| Years Ended March 31, | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Product | | $ | [removed: 1,296,025] [added: 1,402,788] | | | $ | [removed: 1,220,633] [added: 1,296,025] | | | $ | [removed: 1,198,319] [added: 1,220,633] | |

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

| | |

| *Description of the Matter* | Uncertain Tax Positions As discussed in Note 8 to the consolidated financial statements, the Company received three notices of proposed tax adjustments from the U.S. Internal Revenue Service (the “IRS”) regarding the deductibility of interest paid on certain intercompany debt for the fiscal years 2016, 2017 and 2018. The IRS adjustments would result in a cumulative tax liability of approximately $40 million. The Company believes it is more-likely-than-not that they will be able to sustain the interest deductions taken in the U.S. and has not recorded a liability for an uncertain tax position related to this matter. Auditing management’s analysis of tax positions related to interest paid on certain intercompany debt was challenging as the analysis is highly judgmental due to complex interpretations of tax laws and legal rulings. This tax position must be evaluated, and there may be uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination activity. |

| *How We Addressed the Matter in Our Audit* | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the facts and circumstances and the corresponding tax laws relied upon to conclude that it is currently more-likely-than-not that they will realize the benefit recorded. Our audit procedures included, among others, involving income tax professionals to assess the technical merits of the Company’s tax positions related to certain intercompany debt and cross border transactions. We assessed the Company’s correspondence with the relevant tax authorities and evaluated income tax opinions and other third-party advice obtained by the Company. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and we tested the accuracy of the calculations performed. We also evaluated the adequacy of the Company’s disclosures included in Note 8 to the consolidated financial statements in relation to these matters. |

| Lease right-of-use assets, net | | 131,837 | | | | — | | |

| Lease obligations due within one year | | 19,809 | | | | — | | |

| Long-term lease obligations | | 114,114 | | | | — | | |

| Contributions from noncontrolling interest | | 6,050 | | | | — | | | | — | | |

| Distributions to noncontrolling interest | | (1,245 | | ) | | (255 | | ) | | (1,400 | | ) |

| Distributions to noncontrolling interest | — | | — | | | — | | — | | | — | | | — | | | (1,400 | | ) | (1,400 | | ) |

| Distributions to noncontrolling interest | — | | — | | | — | | — | | | — | | | — | | | (255 | | ) | (255 | | ) |

| Net income | — | | — | | | — | | — | | | 407,605 | | | — | | | 200 | | | 407,805 | | |

| Repurchases of ordinary shares | (396 | ) | (74,821 | | ) | — | | — | | | 23,580 | | | — | | | — | | | (51,241 | | ) |

| Distributions to noncontrolling interest | — | | — | | | — | | — | | | — | | | — | | | (1,245 | | ) | (1,245 | | ) |

| Contributions from noncontrolling interest | — | | — | | | — | | — | | | — | | | — | | | 6,050 | | | 6,050 | | |

| Balance at March 31, 2020 | 84,924 | | $ | 1,982,164 | | — | | $ | — | | $ | 1,647,175 | | $ | (235,463 | ) | $ | 12,848 | | $ | 3,406,724 | |

During fiscal 2020, we recognized revenue of $48,602 that was included in our contract liability balance at the beginning of the period.

| ASU 2019-12 "Income Taxes (Topic 740)" | | December 2019 | | The standard provides final guidance that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance simplifies accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years ending after December 15, 2020 and early adoption is permitted. | | N/A | | We are in the process of evaluating the impact that the standard will have on our consolidated financial statements. |

Additional restructuring expenses related to this plan are not expected to be material to our results of operations.

| (Gain) on disposal of asset | (1,164 | | ) | — | | |

| Fiscal 2019 Restructuring Plan | | March 31, 2019 | | | | Provisions | | | | Payments /Impairments (1) | | | | March 31, 2020 | | |

| Severance and termination benefits | | $ | 4,102 | | | $ | 1,554 | | | $ | (4,659 | ) | | $ | 997 | |

| Lease termination obligations and other | | 2,029 | | | | 283 | | | | (2,292 | | ) | | 20 | | |

| Total | | $ | 6,131 | | | $ | 1,837 | | | $ | (6,951 | ) | | $ | 1,017 | |

(1) Certain amounts reported include the impact of foreign currency movements relative to the U.S. dollar.

| Goodwill acquired or allocated | | 65,222 | | | | 1,364 | | | | — | | | | 7,945 | | | | 74,531 | | |

| Divestitures | | — | | | | (199 | | ) | | — | | | | — | | | | (199 | | ) |

| Foreign currency translation adjustments | | (3,499 | | ) | | (7,816 | | ) | | 762 | | | | (30,622 | | ) | | (41,175 | | ) |

| Balance at March 31, 2020 | | $ | 459,007 | | | $ | 368,259 | | | $ | 148,557 | | | $ | 1,380,262 | | | $ | 2,356,085 | |

See Note 18, titled "Business Acquisitions and Divestitures" for additional information regarding our recent business acquisitions and divestitures.

| | | 2020 | | | | | | | | 2019 | | | | | | |

| Total | | $ | 995,252 | | | $ | 429,779 | | | $ | 973,357 | | | $ | 368,743 | |

| Estimated amortization expense | | $ | 71,049 | | | $ | 68,393 | | | $ | 62,808 | | | $ | 56,549 | | | $ | 54,772 | |

| Accretion expense and change in estimate | 453 | | |

| Balance at March 31, 2020 | $ | 12,514 | |

| | | 2020 | | | | 2019 | | |

STERIS Ireland

All of these notes were issued and sold in private placements to

May 30, 2019

STERIS PLC AND SUBSIDIARIES

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| Ordinary shares, with $75.00 and £0.10 par value, respectively; 500,000 shares and £17,006 shares aggregate par value authorized, respectively; 84,517 and 84,747 ordinary shares issued and outstanding, respectively | | 1,998,564 | | | | 2,048,037 | | |

STERIS PLC AND SUBSIDIARIES

| Goodwill impairment loss | | — | | | | — | | | | 58,356 | | |

| Goodwill impairment loss | | — | | | | — | | | | 58,356 | | |

| Proceeds from the issuance of long-term obligations | | — | | | | — | | | | 293,730 | | |

| Proceeds from issuance of equity to minority shareholders | | — | | | | — | | | | 5,022 | | |

| Cash and cash equivalents at beginning of period | | 201,534 | | | | 282,918 | | | | 248,841 | | |

| Balance at March 31, 2016 | 85,920 | | $ | 2,151,719 | | 100 | | $ | 15 | | $ | 939,459 | | $ | (68,159 | ) | $ | 15,858 | | $ | 3,038,892 | |

| Net income | — | | — | | | — | | — | | | 109,965 | | | — | | | 666 | | | 110,631 | | |

| Repurchases of ordinary shares | (1,455 | ) | (95,433 | | ) | — | | — | | | (2,076 | | ) | — | | | — | | | (97,509 | | ) |

| Purchase of subsidiary shares from noncontrolling interest | 67 | | 5,022 | | | — | | — | | | — | | | — | | | (5,374 | | ) | (352 | | ) |

| Issuance of subsidiary shares to noncontrolling interest | — | | — | | | — | | — | | | — | | | — | | | 530 | | | 530 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In prior periods, we presented income attributable to noncontrolling interests in the "Interest income and miscellaneous expense" line of our Consolidated Statements of Income and the amounts were not material.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The impact of the adoption of this standard on our Consolidated Balance Sheets at March 31, 2019 is reflected in the table below.

The adoption of this standard did not have a material impact on our Consolidated Statements of Income for the year-to-date period ending March 31, 2019.

Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| | As Reported March 31, | | | Total | | | ASC 605 March 31, | | |

| | | | | | | | | | |

| Total liabilities | 1,887,273 | | | (14,448 | | ) | 1,872,825 | | |

| Total equity | 3,185,798 | | | 6,019 | | | 3,191,817 | | |

As of March 31, 2019, the transaction price allocated to

Medical Device Excise Tax. The Medical Device Excise Tax became effective January 1, 2013.

The excise tax was mandated by the 2010 health care reform legislation and assesses a 2.3% tax on the sale or use of certain medical devices that are sold or manufactured in the United States.

Many of our products are subject to the excise tax.

Late in 2015, Congress enacted legislation that suspended the excise tax for 2016 and 2017.

Early in 2018, U.S. Congress enacted legislation that extended the suspension of the excise tax for 2018 and 2019.

Therefore, we did not incur Medical Device Excise taxes during fiscal 2019, 2018 or 2017.

Should the U.S. Congress take no further action with regard to this tax we may begin to incur excise tax in the fourth quarter of fiscal 2020.

During the quarter ended March 31, [removed: 2019,] [added: 2020,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of management, including the PEO and PFO, we conducted an evaluation of the effectiveness of internal control over financial reporting as of March 31, [removed: 2019] [added: 2020] based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our evaluation of internal control over financial reporting did not include the internal controls of the [removed: entity] [added: entities] that [removed: was] [added: were] acquired during fiscal [removed: 2019.][added: 2020.]

Total assets of the acquired [removed: business] [added: businesses] (inclusive of acquired intangible assets and goodwill) represented approximately [removed: 0.25 percent] [added: 4%] of our total assets as of March 31, [removed: 2019] [added: 2020] and approximately [removed: 0.15 percent] [added: 1%] of our total revenues for the year ended March 31, [removed: 2019.][added: 2020.]

Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, [removed: 2019.][added: 2020.]

To the Shareholders and the Board of Directors of [removed: STERIS plc]

We have audited STERIS plc and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, STERIS plc and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the [removed: entity] [added: entities] that [removed: was] [added: were] acquired during the year ended March 31, [removed: 2019,] [added: 2020,] which [removed: is] [added: are] included in the fiscal [removed: 2019] [added: 2020] consolidated financial statements of the Company and constituted approximately [removed: 0.25%] [added: 4%] of total assets as of March 31, [removed: 2019] [added: 2020] and approximately [removed: 0.15%] [added: 1%] of total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the [removed: entity] [added: entities] that [removed: was] [added: were] acquired during the year ended March 31, [removed: 2019.][added: 2020.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended March 31, [removed: 2019,] [added: 2020,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated May [removed: 30, 2019] [added: 29, 2020] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report [added: on Internal Control Over Financial Reporting.]

Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, 2020.

STERIS plc

May 29, 2020

on Internal Control Over Financial Reporting.

May 30, 2019

This Annual Report on Form 10-K incorporates by reference the information appearing under the caption "Nominees for Election as Directors," [removed: "Section] [added: "Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance,"] [added: Reports,"] "Board Meetings and [removed: Committees" and] [added: Committees,"] "Shareholder Nominations of Directors and Nominee Criteria" [added: and "Shareholder Proposals"] of our definitive proxy statement to be filed with the SEC in connection with our [removed: 2019] [added: 2020] Annual Meeting of Shareholders (the "Proxy Statement").

Information concerning our executive officers is contained in Item 1 of Part 1 of this Annual Report [added: under the heading "Information about our Executive Officers",] and is incorporated herein by reference.

The table below presents information concerning all equity compensation plans and individual equity compensation arrangements in effect as of our fiscal year ended March 31, [removed: 2019.][added: 2020.]

| Equity compensation plans approved by security holders | | 1,796,126 | | $91.29 | | 3,961,998 |

| Total | | 1,796,126 | | $91.29 | | 3,961,998 |

| Equity compensation plans approved by security holders | | 2,104,685 | | $72.82 | | 4,400,306 |

| Total | | 2,104,685 | | $72.82 | | 4,400,306 |

Consolidated Balance Sheets – March 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

Consolidated Statements of Income – Years ended March 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017.][added: 2018.]

Consolidated Statements of Comprehensive Income – Years ended March 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017.][added: 2018.]

Consolidated Statements of Cash Flows – Years ended March 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017.][added: 2018.]

Consolidated Statements of Shareholders’ Equity – Years ended March 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017.][added: 2018.]

| 3.1 | [STERIS plc Amended Memorandum and Articles of [removed: Association.](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex31.htm)] [added: Association (filed as Exhibit 3.1 to STERIS plc Form 10-K for the fiscal year ended March 31, 2019 (Commission File No. 001-38848) and incorporated herein by reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex31.htm)] |

| 10.3 | [STERIS Corporation Form of [removed: Non-Qualified] [added: Nonqualified] Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, [removed: 2009] [added: 2011] (Commission File No. 1-14643), and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312509168851/dex102.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506511000005/ste06302011ex102.htm)] |

| 10.4 | [removed: [STERIS] [added: [Amendment to STERIS] Corporation [removed: Form of Non-Qualified] [added: Nonqualified] Stock Option Agreement [removed: for Employees.] (filed as Exhibit [removed: 10.22] [added: 10.11] to Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: March] [added: December] 31, [removed: 2011(Commission] [added: 2012 (Commission] File No. 1-14643), and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000144530511001008/ste03312011ex1022.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1011.htm)] |

| [removed: 10.5] [added: 10.6] | [STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit [removed: 10.2] [added: 10.13] to Form 10-Q for the fiscal quarter ended [removed: June 30, 2011] [added: December 31, 2012] (Commission File No. 1-14643), and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506511000005/ste06302011ex102.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm)] |

| [removed: 10.6] [added: 10.7] | [STERIS Corporation Form of [removed: Restricted] [added: Nonqualified] Stock [added: Option] Agreement for Employees (filed as Exhibit [removed: 10.27] [added: 10.14] to Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: March] [added: December] 31, 2012 (Commission File No. [removed: 1-14643,] [added: 1-14643),] and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506512000006/ste03312012ex1027.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm)] |

| [removed: 10.7] [added: 10.8] | [STERIS Corporation Form of [added: Career] Restricted Stock [added: Unit] Agreement for [removed: Employees] [added: Nonemployee Directors] (filed as Exhibit [removed: 10.28] [added: 10.33] to Form 10-K for the fiscal year ended March 31, [removed: 2012] [added: 2013] (Commission File No. [removed: 1-14643,] [added: 1-14643),] and incorporated [removed: herein] by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506512000006/ste03312012ex1028.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm)] |

| [removed: 10.8] [added: 10.5] | [removed: [Amendment to STERIS] [added: [STERIS] Corporation [added: Form of] Nonqualified Stock Option Agreement [added: for Nonemployee Directors] (filed as Exhibit [removed: 10.11] [added: 10.12] to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1011.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1012.htm)] |

| 10.9 | [STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit [removed: 10.12] [added: 10.34] to Form [removed: 10-Q] [added: 10-K] for the fiscal [removed: quarter] [added: year] ended [removed: December] [added: March] 31, [removed: 2012] [added: 2013] (Commission File No. 1-14643), and incorporated [removed: herein] by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1012.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm)] |

| 10.10 | [STERIS [removed: Corporation] [added: plc] Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit [removed: 10.13] [added: 10.2] to [added: STERIS plc] Form 10-Q for the fiscal quarter ended December 31, [removed: 2012] [added: 2015] (Commission File No. [removed: 1-14643),] [added: 1-37614)] and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm)] |

| [removed: 10.11] [added: 10.14] | [removed: [STERIS Corporation Form] [added: [Form] of [added: STERIS plc] Nonqualified Stock Option Agreement for Employees (filed as Exhibit [removed: 10.14] [added: 10.2] to [added: STERIS plc] Form 10-Q for the fiscal quarter ended [removed: December 31, 2012] [added: September 30, 2018] (Commission File No. [removed: 1-14643),] [added: 1-37614)] and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm)] |

| [removed: 10.12] [added: 10.17] | [STERIS [removed: Corporation] [added: plc] Form of Career Restricted Stock [removed: Unit] Agreement for Nonemployee Directors (filed as Exhibit [removed: 10.33] [added: 10.21] to [added: STERIS plc] Form 10-K for the [removed: fiscal] year ended March 31, [removed: 2013] [added: 2016] (Commission File No. [removed: 1-14643),] [added: 1-37614)] and incorporated [added: herein] by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm)] |

| [removed: 10.13] [added: 10.11] | [STERIS [removed: Corporation] [added: plc] Form of Nonqualified Stock Option Agreement for Nonemployee [removed: Directors(filed] [added: Directors (filed] as Exhibit [removed: 10.34] [added: 10.20] to [added: STERIS plc] Form 10-K for the [removed: fiscal] year ended March 31, [removed: 2013] [added: 2016] (Commission File No. [removed: 1-14643),] [added: 1-37614)] and incorporated [added: herein] by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm)] |

| [removed: 10.14] [added: 10.16] | [STERIS plc Form of [removed: Nonqualified] [added: Restricted] Stock [removed: Option] Agreement for Employees (filed as Exhibit [removed: 10.2] [added: 10.3] to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614) and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex103.htm)] |

| [removed: 10.15] [added: 10.12] | [STERIS plc Form of Nonqualified Stock [removed: Option] Agreement for Employees (filed as Exhibit 10.16 to STERIS plc Form 10-K for the fiscal year ended March 31, 2018 (Commission File No. 1-37614) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) |

| [removed: 10.16] [added: 10.13] | [Amendment to STERIS plc Nonqualified Stock Option Agreement (filed as Exhibit 10.4 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2018 (Commission File No. 1-37614) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) |

| [removed: 10.17] [added: 10.19] | [removed: [Form of STERIS] [added: [STERIS] plc [removed: Nonqualified] [added: Form of Restricted] Stock [removed: Option] Agreement for Employees (filed as Exhibit [removed: 10.2] [added: 10.3] to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2018 (Commission File No. [removed: 1-37614)] [added: 1-37614),] and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm)] |

| [removed: 10.18] [added: 10.32] | [removed: [STERIS plc Form] [added: [Form] of [removed: Restricted Stock Agreement] [added: Deed of Indemnity] for [removed: Employees] [added: STERIS plc Directors and executive officers] (filed as Exhibit [removed: 10.3] [added: 10.5] to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. [removed: 1-37614)] [added: 1-37614),] and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex103.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex105.htm)] |

| [removed: 10.19] [added: 10.28] | [removed: [STERIS plc Form] [added: [Form] of [removed: Nonqualified Stock Option] [added: Make-Whole Payment and Repayment Conditions] Agreement [removed: for Nonemployee] [added: Between Former STERIS Corporation Non-Employee] Directors [added: and STERIS Corporation] (filed as Exhibit [removed: 10.20] [added: 10.32] to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614) and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm)] |

| [removed: 10.20] [added: 10.29] | [removed: [STERIS plc Form] [added: [Form] of [removed: Career Restricted Stock] [added: Make-Whole Payment and Repayment Conditions] Agreement [removed: for Nonemployee Directors] [added: Between STERIS Corporation Executive Officers and STERIS Corporation] (filed as Exhibit [removed: 10.21] [added: 10.33] to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614) and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm)] |