Steris (STE) 10-K risk factor changes: FY2021 vs FY2020

[removed: |] Doing [removed: business internationally | |][added: Business Internationally]

[removed: | Compliance with multiple, and potentially conflicting, international laws and regulations, import and export limitations, anti-corruption laws, and exchange controls may be difficult, burdensome or expensive. |] We are subject to compliance with various laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. [removed: We are also subject to limitations on trade with persons in sanctioned countries. While our employees and agents are required to comply with these laws, we cannot assure you that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. |]

[removed: |] Healthcare [removed: laws] [added: Laws] and [removed: reimbursement | |][added: Reimbursement]

[removed: |] Product and [removed: service related regulations] [added: Service Related Regulations] and [removed: claims | |][added: Claims]

[removed: | Our products are subject to recalls and restrictions, even after receiving United States or foreign regulatory clearance or approval. |] Ongoing medical device reporting regulations require that we report to appropriate governmental authorities in the United States and/or other countries when our products cause or contribute to a death or serious injury or malfunction in a way that would be reasonably likely to contribute to a death or serious injury if the malfunction were to recur. [removed: Governmental authorities can require product recalls or impose restrictions for product design, manufacturing, labeling, clearance, or other issues. For the same reasons, we may voluntarily elect to recall or restrict the use of a product. Any recall or restriction could divert managerial and financial resources and might harm our reputation among our Customers and other healthcare professionals who use or recommend our products and services. |]

[removed: |] Tax and [removed: trade risks | |][added: Trade Risk]

[removed: | Our tax rate is uncertain and may vary from expectations, which could have a material impact on our results of operations and earnings per share. | There can be no assurance that we will be able to maintain any particular worldwide effective corporate tax rate. We cannot give any assurance as to what our effective tax rate will be in the future because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which we and our affiliates operate. Our actual effective tax rate may vary from our expectations, and such variance may be material.] Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have a material adverse impact on us and our affiliates. [removed: |]

[removed: | Proposed legislation relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect our business. | Various U.S. federal and state legislative proposals that would deny governmental contracts to redomiciled companies may adversely affect us if adopted into law.] We are unable to predict the likelihood that any such proposed legislation might become law, the nature of regulations that may be promulgated under any future legislative enactments, or the effect such enactments or increased regulatory scrutiny could have on our business. [removed: |]

[removed: |] Competition [removed: | |]

[removed: | Consolidations among our healthcare and pharmaceutical Customers may result in a loss of Customers or more significant pricing pressures. | A number of our Customers have consolidated.] These consolidations are due in part to healthcare cost reduction measures initiated by competitive pressures as well as legislators, regulators and third-party payors. [removed: This may result in greater pricing pressures on us and in some cases loss of Customers. Additional consolidations could result in a loss of Customers or more significant pricing pressures. |]

[removed: | 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, 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. [removed: The occurrence of these types of events 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. |]

[removed: | We engage in acquisitions and affiliations, divestitures, and other business arrangements. Our growth may be adversely affected if we are unable to successfully identify, price, and integrate strategic business candidates or otherwise optimize our business portfolio. | Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, and other actions intended to optimize our portfolio of businesses. This strategy depends upon our ability to identify, appropriately price, and complete these types of business development transactions or arrangements and to obtain any necessary financing. In the last several fiscal years we have made a number of acquisitions. We also completed several divestitures of non-strategic businesses or product lines during the last several years. Our success with respect to these recent and future acquisitions will depend on our ability to integrate the businesses acquired, retain key personnel, realize identified cost synergies and otherwise execute our strategies. Our success will also depend on our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations, or to divest or realign businesses. Competition for strategic business candidates may result in increases in costs and price for acquisition candidates and market valuation issues may reduce the value available for divestiture of non-strategic businesses.] These types of transactions are also subject to a number of other risks and uncertainties, including: delays in realizing or failure to realize anticipated benefits of the transactions; diversion of management’s time and attention from other business concerns; difficulties in retaining key employees, Customers, or suppliers of the acquired or divested businesses; difficulties in maintaining uniform standards, controls, procedures and policies, or other integration or divestiture difficulties; adverse effects on existing business relationships with suppliers or Customers; other events contributing to difficulties in generating future cash flows; risks associated with the assumption of contingent or other liabilities of acquisition targets or retention of liabilities for divested businesses and difficulties in obtaining financing. [removed: |]

[removed: | If our continuing efforts to create a lean business and in-source production to reduce costs are not successful, our profitability may be hurt or our business otherwise might be adversely affected. |] We [removed: have undertaken various activities to create a lean business, including in-sourcing. We] continue to look for opportunities to in-source production that is currently provided by third parties.These activities may not produce the full efficiencies and cost reduction benefits that we expect or efficiencies and benefits might be delayed. [removed: Implementation costs also might exceed expectations. |]

Compliance with multiple, and potentially conflicting, international laws and regulations, import and export limitations, anti-corruption laws, and exchange controls may be difficult, burdensome or expensive.

We are also subject to limitations on trade with persons in sanctioned countries.

While our employees and agents are required to comply with these laws, we cannot assure you that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics.

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 certain of our products and services as a result of deferrals of certain medical procedures, and other factors, which we believe was 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 been 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, weak economic conditions, the pace for economic recovery, and raising inflation, 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.

Changes in economic climate may adversely affect us.

Adverse economic cycles or conditions, and Customer, regulatory or government response to those cycles or conditions, have affected and could 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, 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.

Our acquisition activity and ability to grow organically may be adversely affected if we are unable to continue to access the financial markets.

Our recent acquisitions have been financed largely through cash on hand and borrowings under our bank credit facilities and through public note offerings in early April of fiscal 2022.

Future acquisitions, including the pending acquisition of Cantel Medical Corp ("Cantel"), or other capital requirements will necessitate additional cash.

To the extent our existing sources of cash are insufficient to fund these or other future activities, we have and may need to raise additional funds through new or expanded borrowing arrangements or equity.

There can be no assurance that we will be able to obtain additional funds beyond those available under existing bank credit facilities on terms favorable to us, or at all, or that such facilities can be replaced when they terminate.

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.

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| Risk or uncertainty | Discussion |

| 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; 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 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. |

| Economic conditions and financial market access | |

| 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. |

| Changes in economic climate may adversely affect us. | Adverse economic cycles or conditions, and Customer, regulatory or government response to those cycles or conditions, have affected and could 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, 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. |

| Our acquisition activity and ability to grow organically may be adversely affected if we are unable to continue to access the financial markets. | Our recent acquisitions have been financed largely through cash on hand and borrowings under our bank credit facilities. Future acquisitions or other capital requirements will necessitate additional cash. To the extent our existing sources of cash are insufficient to fund these or other future activities, we may need to raise additional funds through new or expanded borrowing arrangements or equity. There can be no assurance that we will be able to obtain additional funds beyond those available under existing bank credit facilities on terms favorable to us, or at all, or that such facilities can be replaced when they terminate. |

| 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. Late in 2019, U.S. Congress enacted legislation that repealed the excise tax, which had been suspended during calendar years 2016 through 2019. 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. |

| We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations. Failure to receive or maintain, or delays in receiving, clearance or approvals may hurt our revenues, profitability, financial condition, or value. | Our operations are subject to extensive regulation in the countries where we do business. In the United States, our products and services are regulated by the FDA and other regulatory authorities. In many foreign countries, sales of our products and services are subject to extensive regulations that may or may not be comparable to those of the FDA. In Europe, our products are regulated primarily by country and community regulations of those countries within the European Economic Area and must conform to the requirements of those authorities. Government regulation applies to nearly all aspects of testing, manufacturing, safety, labeling, storing, recordkeeping, reporting, promoting, distributing, and importing or exporting of medical devices, products, and services. In general, unless an exemption applies, a sterilization, decontamination or medical device or product or service must receive regulatory approval or clearance before it can be marketed or sold. Modifications to existing products or the marketing of new uses for existing products also may require regulatory approvals, approval supplements or clearances. If we are unable to obtain any required approvals, approval supplements or clearances for any modification to a previously cleared or approved device, we may be required to cease manufacturing and sale, or recall or restrict the use of such modified device, pay fines, or take other action until such time as appropriate clearance or approval is obtained. Regulatory agencies may refuse to grant approval or clearance, or review and disagree with our interpretation of approvals or clearances, or with our decision that regulatory approval is not required or has been maintained. Regulatory submissions may require the provision of additional data and may be time consuming and costly, and their outcome is uncertain. Regulatory agencies may also change policies, adopt additional regulations, or revise existing regulations, each of which could prevent or delay approval or clearance of devices, or could impact our ability to market a previously cleared, approved, or unregulated device. Our failure to comply with the regulatory requirements of the FDA or other applicable regulatory requirements in the United States or elsewhere might subject us to administratively or judicially imposed sanctions. These sanctions include, among others, warning letters, fines, civil penalties, criminal penalties, injunctions, debarment, product seizure or detention, product recalls and total or partial suspension of production, sale and/or promotion. |

| | 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. |

| We may be adversely affected by product liability claims or other legal actions or regulatory or compliance matters. | We face an inherent business risk of exposure to product liability claims and other legal and regulatory actions. A significant increase in the number, severity, amount, or scope of these claims and actions may, as described above with respect to recalls and restrictions, result in substantial costs and harm our reputation or otherwise adversely affect product sales and our business. Product liability claims and other legal and regulatory actions may also distract management from other business responsibilities. We are also subject to a variety of other types of claims, proceedings, investigations, and litigation initiated by government agencies or third parties and other potential risks and liabilities. These include compliance matters, product regulation or safety, taxes, employee benefit plans, employment discrimination, health and safety, environmental, antitrust, customs, import/export, government contract compliance, financial controls or reporting, intellectual property, allegations of misrepresentation, false claims or false statements, commercial claims, claims regarding promotion of our products and services, or other similar or different matters. Any such claims, proceedings, investigations or litigation, regardless of the merits, might result in substantial costs, restrictions on product use or sales, or otherwise injure our business. Administratively or judicially imposed or agreed sanctions might include warning letters, fines, civil penalties, criminal penalties, loss of tax benefits, injunctions, product seizure, recalls, suspensions or restrictions, re-labeling, detention, and/or debarment. We also might be required to take actions such as payment of substantial amounts, or revision of financial statements, or to take, or be subject to, the following types of actions with respect to our products, services, or business: redesign, re-label, restrict, or recall products; cease manufacturing and selling products; seizure of product inventory; comply with a court injunction restricting or prohibiting further marketing and sale of products or services; comply with a consent decree, which could result in further regulatory constraints; dedication of significant internal and external resources and costs to respond to and comply with legal and regulatory issues and constraints; respond to claims, litigation, and other proceedings brought by Customers, users, governmental agencies, and others; disruption of product improvements and product launches; discontinuation of certain product lines or services; or other restrictions or limitations on product sales, use or operation, or other activities or business practices. Some product replacements or substitutions may not be possible or may be prohibitively costly or time consuming. The impact of any legal, regulatory, or compliance claims, proceeding, investigation, or litigation, is difficult to predict. We maintain product liability and other insurance with coverages believed to be adequate. However, product liability or other claims may exceed insurance coverage limits, fines, penalties and regulatory sanctions may not be covered by insurance, or insurance may not continue to be available or available on commercially reasonable terms. Additionally, our insurers might deny claim coverage for valid or other reasons or may become insolvent. |

| Our business and financial condition could be adversely affected by difficulties in acquiring or maintaining a proprietary intellectual ownership position. | To maintain our competitive position for our products, we need to obtain patent or other proprietary rights for new and improved products and to maintain and enforce our existing patents and other proprietary rights. We typically apply for patents in the United States and in strategic other countries. We may also acquire patents through acquisitions. We may encounter difficulties in obtaining or protecting patents. We rely on a combination of patents, trademarks, trade secrets, know-how, and confidentiality agreements to protect the proprietary aspects of our technology. These measures afford only limited protection, and competitors may gain access to our intellectual property and proprietary information. Litigation may be necessary to enforce or defend our intellectual property rights, to protect our trade secrets, and to determine the validity and scope of our proprietary rights. Litigation may also be brought against us claiming that we have violated the intellectual property rights of others. Litigation may be costly and may divert management’s attention from other matters. Additionally, in some foreign countries with weaker intellectual property rights, it may be difficult to maintain and enforce patents and other proprietary rights or defend against claims of infringement. |

| Current economic and political conditions make tax rules in any jurisdiction subject to significant change. | The U.S. Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017. Guidance continues to be issued clarifying the application of this new legislation. We cannot predict the overall impact that the additional guidance may have on our business. It is reasonable to expect that global taxing authorities will be reviewing current legislation for potential modifications in reaction to the implementation of the TCJA. In addition, further changes in the tax laws of other jurisdictions could arise, including as a result of the base erosion and profit shifting (BEPS) project undertaken by the Organization for Economic Cooperation and Development (OECD). The OECD, which represents a coalition of member countries, has issued recommendations that, in some cases, would make substantial changes to numerous long-standing tax positions and principles. These contemplated changes, to the extent adopted by OECD members and/or other countries, could increase tax uncertainty and may adversely impact our provision for income taxes. |

| 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, 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. |

| The U.S. Internal Revenue Service (the “IRS”) may not agree that we are a foreign corporation for U.S. federal tax purposes. | Although we are organized under the laws of Ireland and are a tax resident in Ireland for Irish tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code” and such Section, “Section 7874”). For U.S. federal tax purposes, a company generally is considered to be a tax resident in the jurisdiction of its organization. Because we are organized under the laws of Ireland, we would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874, however, provides an exception to this general rule under which a non-U.S. organized entity may be treated as a U.S. corporation for U.S. federal tax purposes. If we were to be treated as a U.S. corporation for U.S. federal tax purposes, we could be subject to substantial additional U.S. tax liability. Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders. For Irish tax purposes, we are expected, regardless of any application of Section 7874, to be treated as an Ireland tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, we could be liable for both U.S. and Ireland taxes, which could have a material adverse effect on our financial condition and results of operations. |

| Our businesses are highly competitive, and if we fail to compete successfully, our revenues and results of operations may be hurt. | We operate in a highly competitive global environment. Our businesses compete with other broad-line manufacturers, as well as many smaller businesses specializing in particular products or services, primarily on the basis of brand, design, quality, safety, ease of use, serviceability, price, product features, warranty, delivery, service, and technical support. We face increased competition from new infection prevention, sterile processing, contamination control, surgical support, cleaning consumables, gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market. Competitors and potential competitors also are attempting to develop alternate technologies and sterilizing agents, as well as disposable medical instruments and other devices designed to address the risk of contamination. |

| Decreased availability or increased costs of raw materials or energy supplies or other supplies might increase our production costs or limit our production capabilities or curtail our operations. | We purchase raw materials, fabricated and other components, and energy supplies from a variety of suppliers. Key materials include stainless steel, organic and inorganic chemicals, fuel, cobalt-60, EO, and plastic components. The availability and prices of raw materials and energy supplies are subject to volatility and are influenced by worldwide economic conditions, speculative action, world supply and demand balances, inventory levels, availability of substitute materials, currency exchange rates, anticipated or perceived shortages, and other factors. Also, certain of our key materials and components have a limited number of suppliers. Some are single-sourced in certain regions of the world, such as cobalt-60 and EO, which are necessary to our AST operations. Changes in regulatory requirements regarding the use of, the unavailability or short supply of these products might disrupt or cause shutdowns of portions of our AST operations or have other adverse consequences. We have developed a plan to expand our irradiation processing capacity with accelerator-based technologies which may reduce the potential supply risk. Shortages in supply, increased regulatory or security requirements, or increases in the price of raw materials, components and energy supplies may adversely affect us. |

| 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. |

| 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. |

| Our business and results of operations may be adversely affected if we are unable to recruit and retain qualified management and other personnel or other compliance matters adversely impact our personnel. | Our continued success depends, in large part, on our ability to hire and retain highly qualified people and if we are unable to do so, our business and operations may be impaired or disrupted. Competition for highly qualified people is intense and there is no assurance that we will be successful in attracting or retaining replacements to fill vacant positions, successors to fill retirements or employees moving to new positions, or other highly qualified personnel. In addition, legal, regulatory or compliance matters create significant distraction or diversion of significant or unanticipated resources or attention that could have a material adverse effect on the responsibilities and retention of qualified employees. |

| 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. 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). |

[removed: | • |] [added: -] what factors affect our business; [removed: |]

[removed: | • |] [added: -] what our earnings and costs were; [removed: |]

[removed: | • |] [added: -] why those earnings and costs were different from the year before; [removed: |]

[removed: | • |] [added: -] where our earnings came from; [removed: |]

[removed: | • |] [added: -] how this affects our overall financial condition; [removed: |]

[removed: | • |] [added: -] what our expenditures for capital projects were; and [removed: |]

[removed: | • |] [added: -] where cash will come from to fund future debt principal repayments, growth outside of core operations, repurchase ordinary shares, pay cash dividends and fund future working capital needs. [removed: |]

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: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] 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.

Information on our financial condition and results of our operations for our [removed: 2018] [added: 2020] fiscal year period can be found in [removed: Item 7] [added: Exhibit 99.1] titled, [removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations", of our] [added: "Updates to the Company's] Annual Report on Form 10-K for the [removed: fiscal] year ended March 31, [removed: 2019,] [added: 2020", of our Form 8-K,] filed with the SEC on [removed: May 30, 2019.][added: February 9, 2021.]

[removed: | • | Backlog –] We [removed: define backlog as the amount of unfilled capital equipment purchase orders at a point in time. We] use this figure as a measure to assist in the projection of short-term financial results and inventory requirements. [removed: |]

[removed: | • | Debt-to-total capital –] We [removed: define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity. We] use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth. [removed: |]

[removed: | • |] [added: -] Revenues – Our revenues are presented net of sales returns and allowances. [removed: |]

[removed: | • |] [added: -] Product Revenues – We define product revenues as revenues generated from sales of consumable and capital equipment products. [removed: |]

[removed: | • |] Service [removed: Revenues – We define service] revenues [removed: 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: |]

[removed: | • |] [added: -] Capital Equipment Revenues – We define capital equipment revenues as revenues generated from sales of capital equipment, which includes steam sterilizers, low temperature liquid chemical sterilant processing systems, including SYSTEM 1 and 1E, washing systems, VHP® technology, water stills, and pure steam generators; surgical lights and tables; and integrated OR. [removed: |]

[removed: | • |] [added: -] Consumable Revenues – We define consumable revenues as revenues generated from sales of the consumable family of products, which includes SYSTEM 1 and 1E consumables, V-PRO consumables, gastrointestinal endoscopy accessories, sterility assurance products, skin care products, cleaning consumables, barrier product solutions and surgical instruments. [removed: |]

[removed: | • |] [added: -] Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and service revenues. [removed: |]

[removed: Our MISSION IS TO] [added: WE] HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science [removed: product] [added: products] and [removed: service solutions] [added: services] around the globe.

We operate and report in [removed: four] [added: three] reportable business segments: [removed: Healthcare Products, Healthcare Specialty Services, Life Sciences, and] [added: Healthcare,] Applied Sterilization [removed: Technologies.][added: Technologies and Life Sciences.]

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

Within healthcare, there is increased concern regarding the level of hospital acquired infections around the world; increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all [added: of] which are driving increased demand for many of our products and services.

[removed: Fiscal 2019 Restructuring Plan.] [added: Restructuring Expenses.] During the third quarter of fiscal [removed: year] 2019, we adopted and announced a targeted restructuring plan (the [removed: “Fiscal] [added: "Fiscal] 2019 Restructuring [removed: Plan”),] [added: Plan"),] which included the closure of two manufacturing facilities, one in Brazil and one in England, as well as other actions [removed: including,] [added: including] the rationalization of certain products.

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

Highlights. Revenues increased [removed: $248.7] [added: $76.6] million, or [removed: 8.9%,] [added: 2.5%,] to [removed: $3,030.9] [added: $3,107.5] million for the year ended March 31, [removed: 2020,] [added: 2021,] as compared to [removed: $2,782.2] [added: $3,030.9] million for the year ended March 31, [removed: 2019.][added: 2020.]

Fiscal [removed: 2020] [added: 2021] operating income increased [removed: 30.5%] [added: 2.1%] to [removed: $537.0] [added: $548.4] million over fiscal [removed: 2019] [added: 2020] operating income of [removed: $411.5] [added: $537.0] million.

Net cash flows from operations were [removed: $590.6] [added: $689.6] million and free cash flow was [removed: $380.2] [added: $450.9] million in fiscal [removed: 2020] [added: 2021] compared to net cash flows from operations of [removed: $539.5] [added: $590.6] million and free cash flow of [removed: $355.4] [added: $380.2] million in fiscal [removed: 2019] [added: 2020] (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).

Our debt-to-total capital ratio was [added: 29.8% at March 31, 2021 and] 25.3% at March 31, 2020.

During the year, we increased our quarterly dividend for the [removed: fourteenth] [added: fifteenth] consecutive year to [removed: $0.37] [added: $0.40] per share per quarter.

Outlook. In fiscal [removed: 2021] [added: 2022] 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.

[removed: However, the] [added: COVID-19 Pandemic. The] COVID-19 pandemic began to impact our business late in fiscal 2020.

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

The following table summarizes the calculation of our free cash flow for the years ended March 31, [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

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

| (dollars in thousands) | | [added: | | | | 2021 | | | | | |] 2020 | | | | [removed: 2019] | | | [added: | |]

| Net cash flows provided by operating activities | | [added: | | | |] $ | [removed: 590,559] [added: 689,640] | | | [added: | |] $ | [removed: 539,505] [added: 590,559] | | [added: | | | | | |]

| Purchases of property, plant, equipment and intangibles, net | | [removed: (214,516] | | [removed: )] | | [removed: (189,715] [added: (239,262)] | | [removed: )] | [added: | | | (214,516) | | | | | | | | |]

| Proceeds from the sale of property, plant, equipment and intangibles | | [removed: 4,156] | | | | [removed: 5,567] [added: 569] | | | [added: | | | 4,156 | | | | | | | | |]

| Free cash flow | | [added: | | | |] $ | [removed: 380,199] [added: 450,947] | | | [added: | |] $ | [removed: 355,357] [added: 380,199] | | [added: | | | | | |]

FISCAL [removed: 2020] [added: 2021] AS COMPARED TO FISCAL [removed: 2019][added: 2020]

Revenues. The following table compares our revenues, in total and by type and geography, for the year ended March 31, [removed: 2020] [added: 2021] to the year ended March 31, [removed: 2019:][added: 2020:]

- Backlog – We define backlog as the amount of unfilled capital equipment purchase orders at a point in time.

- Debt-to-total capital – We define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity.

- Days sales outstanding (“DSO”) – We define DSO as the average collection period for accounts receivable.

It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days.

We use this figure to help gauge the quality of accounts receivable and expected time to collect.

- Service Revenues – We define service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment.

During fiscal 2021, we experienced reduced demand for certain products and services resulting from the reduction of deferrable surgical procedures and increased demand for other products and services from our pharmaceutical Customers focused on vaccines and biologics and increased demand in the Applied Sterilization Technologies segment for personal protective equipment product services, as a result of the COVID-19 pandemic.

For more information on the COVID-19 pandemic please refer to the subsection below, titled "COVID-19 Pandemic".

Acquisitions. On November 18, 2020, we acquired all of the outstanding units and equity of Key Surgical, LLC ("Key Surgical").

Key Surgical is a global provider of sterile processing, operating room and endoscopy consumable products serving hospitals and surgical facilities.

Key Surgical is being integrated into our Healthcare segment.

The total purchase price of the acquisition was $853.2 million, net of cash acquired, and remains subject to customary working capital adjustments.

On January 4, 2021, we purchased the remaining outstanding shares of an equity investment that we initially made in fiscal 2019.

Total consideration was approximately $78.0 million, net of cash acquired and subject to any working capital adjustments.

Total non-cash consideration for this transaction was $41.8 million, which consisted of the settlement of outstanding principal and interest on a loan receivable, the initial equity investment, and receivables related to capital equipment purchases that existed at the acquisition date.

The business is being integrated into our Applied Sterilization Technologies business segment and we funded the transaction through a combination of cash on hand and credit facility borrowings.

We also completed two other tuck-in acquisitions during fiscal 2021, which continued to expand our product and service offerings in the Healthcare segment.

Total aggregate consideration for these transactions was approximately $20.9 million, net of cash acquired and including deferred consideration of $1.2 million.

On January 12, 2021, we announced the signing of a definitive agreement to acquire Cantel Medical Corp. (NYSE: CMD "Cantel"), through a U.S. subsidiary.

Cantel is a global provider of infection prevention products and services primarily to endoscopy and dental Customers.

Under the terms of the agreement, we will acquire Cantel in a cash and stock transaction valued at $84.66 per Cantel common share, based on STERIS’s closing share price of $200.46 on January 11, 2021.

This represents a total equity value of approximately $3.6 billion and a total enterprise value of approximately $4.6 billion.

The agreement has been unanimously approved by the Boards of Directors of both companies.

We expect to fund the cash portion of the transaction consideration and repay or otherwise satisfy a significant amount of Cantel’s existing debt obligations with approximately $2.1 billion of new debt, which is described in Note 6 of our Consolidated Financial Statements, titled "Debt".

Cantel shareholder vote and regulatory approvals have been obtained and the acquisition is expected to occur on June 2, 2021.

Divestitures.

During fiscal 2021, we sold an Applied Sterilization Technologies laboratory that was located in the Netherlands.

We recorded proceeds of $0.5 million, net of cash divested, and recognized a pre-tax loss on the sale of $2.0 million in the selling, general and administrative expense line of the Consolidated Statements of Income.

The business generated annual revenues of approximately $6.0 million.

To date, we do not believe that the COVID-19 pandemic has had a material impact on our operations, as we have been able to continue to operate our manufacturing facilities and meet the demand for essential products and services of our Customers.

During fiscal 2021, in response to the to the pandemic, we implemented several measures that we believe helped us protect the health and safety of our employees, preserve liquidity and enhance our financial flexibility.We allowed employees to work remotely when possible and implemented additional safety measures in compliance with applicable regulations to allow personnel to continue to work in our facilities.

We suspended all non-essential travel and enacted a temporary hiring freeze on certain positions.

To manage liquidity, we suspended our stock repurchase program and deferred certain planned capital expenditures; however, we continued to invest in expansion projects as planned.

We do not believe that these actions will negatively impact our long-term ability to generate revenues or meet existing and future financial obligations.

Growth in the Applied Sterilization Technologies segment was primarily due to volume.

Growth in the Life Sciences segment was due to increased demand for our products and services from our pharmaceutical Customers focused on vaccines and biologics.

The decline in the Healthcare segment was primarily due to reduced demand for our products and services resulting from the reduction of deferrable surgical procedures as a result of the COVID-19 pandemic and reduced capital spending by Customers in response to the uncertainty surrounding the COVID-19 pandemic.

The Healthcare decline was partially offset by the impact of our recent acquisitions and the recognition of $14.6 million of capital equipment revenues that were previously deferred, recorded in the first quarter of fiscal 2021 (for more information regarding this change refer to Note 1 of the consolidated statements, titled "Nature of Operations and Summary of Significant Accounting Policies").

Our gross profit percentage decreased slightly to 43.2% for fiscal 2021 as compared to 43.6% for fiscal 2020.

The unfavorable impact of incremental costs associated with COVID-19 (60 basis points), unfavorable fluctuations in currencies (10 basis points) and mix and other adjustments (20 basis points), more than offset favorable pricing (50 basis points).

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| • | Days sales outstanding (“DSO”) – We define DSO as the average collection period for accounts receivable. It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days. We use this figure to help gauge the quality of accounts receivable and expected time to collect. |

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.

We completed several tuck in acquisitions and asset purchases in fiscal 2020 and 2019 that expanded our product and service offerings to our Customers.

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.

We continue to invest in manufacturing in-sourcing projects and lean process improvements for the purpose of improving quality, cost and delivery of our products to our Customers.

U.S. Tax Reform. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”).

The TCJA made broad and complex changes to the U.S. tax code including, but not limited to, (1) reduction of the U.S. federal corporate income tax rate; (2) elimination of the corporate alternative minimum tax ("AMT"); (3) the creation of the base erosion anti-abuse tax ("BEAT"), a new minimum tax; (4) a general elimination of U.S. federal income taxes on dividends from non-U.S. subsidiaries; (5) a new provision designed to tax global intangible low-taxed income ("GILTI"), which allows for the possibility of using foreign tax credits ("FTCs") and a deduction of up to 50 percent to offset the income tax liability (subject to some limitations); (6) a new limitation on deductible interest expense; (7) the repeal of the domestic production activity deduction; (8) limitations on the deductibility of certain executive compensation; (9) limitations on the use of FTCs to reduce the U.S. income tax liability; and (10) limitations on net operating losses ("NOLs") generated after December 31, 2017, to 80.0 percent of taxable income.

Fewer than 200 positions were eliminated.

These restructuring actions were designed to enhance profitability and improve efficiency.

For additional information on restructuring see the subsection titled "Restructuring Expenses", located in the Results of Operations section of this MD&A, or Note 2 of our Consolidated Financial Statements, titled "Restructuring".

This increase reflects organic growth in all business segments, which was partially offset by unfavorable fluctuations in currencies.

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

The increase in free cash flow is primarily due to the improvement in cash from operations.

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.

Further, the broader economic impact of the COVID-19 pandemic response could cause interest rate variability and generate unanticipated fluctuations in currency rates that impact our revenues and costs outside of the United States, creating variability in our results.

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.

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

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.

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

| 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 | % |

Capital equipment revenues for fiscal 2020 increased by $40.1 million, or 5.8%, over fiscal 2019, reflecting strong shipment volumes in the Healthcare Products and Life Science business 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 | % |

Our gross profit increased $144.5 million and gross profit percentage increased 130 basis points to 43.5% for fiscal 2020 as compared to 42.2% for fiscal 2019.

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.

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.

As of March 31, [removed: 2020,] [added: 2021,] we had [removed: $878.4] [added: $860.3] million in fixed rate senior notes outstanding.

As of March 31, [removed: 2020,] [added: 2021,] we had [removed: $275.4] [added: $247.4] million in outstanding borrowings under our Credit Agreement which are exposed to changes in interest rates.

At March 31, [removed: 2020,] [added: 2021,] we held a foreign currency forward contract to buy [removed: 6.0] [added: 41.5] million [removed: Canadian dollars.][added: British pounds.]

At March 31, [removed: 2020,] [added: 2021,] we held commodity swap contracts to buy [removed: 715,200] [added: 768.0 thousand] pounds of nickel.

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[removed: Our MISSION IS TO] [added: WE] HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science [removed: product] [added: products] and [removed: service solutions] [added: services] around the globe.

We offer our Customers a unique mix of innovative [removed: capital equipment] [added: consumable] products, such as [removed: sterilizers and washers, surgical tables, lights and equipment management systems and connectivity solutions such as operating room integration; consumable products including detergents and] [added: detergents,] gastrointestinal [added: ("GI")] endoscopy [removed: accessories] [added: accessories, barrier product solutions,] and other products and services, [removed: including] [added: including:] equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair solutions, laboratory [removed: services] [added: testing services, on-site] and [removed: outsourced instrument reprocessing.][added: off-site reprocessing, and capital equipment products, such as sterilizers and surgical tables, and connectivity solutions such as operating room (“OR”) integration.]

[removed: We operate] [added: Prior to April 1, 2020, we operated] and [removed: report] [added: reported our financial information] in four reportable business segments: Healthcare Products, Healthcare Specialty Services, Life Sciences, and Applied Sterilization Technologies.

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

Much of the growth in these industries is driven by the aging of the population throughout the world, as an increasing number of individuals are entering their prime healthcare consumption years, and [removed: are] [added: is] dependent upon advancement in healthcare delivery, acceptance of new technologies, government policies, and general economic conditions.

Within healthcare, there is [added: increased] concern regarding the level of hospital acquired infections around the world; increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all of which are driving increased demand for many of our products and services.

HEALTHCARE [removed: PRODUCTS] SEGMENT

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

These [removed: solutions] [added: offerings] aid our Customers in improving the safety, quality, productivity, and utility consumption of their surgical, sterile processing, gastrointestinal, and emergency environments.

Products Offered. Our [removed: solutions] [added: products] include cleaning chemistries and sterility assurance products, accessories for GI procedures, washers, sterilizers and other pieces of capital equipment essential to the operations of a sterile processing department ("SPD") and equipment used directly in the operating room, including surgical tables, lights, equipment management services, and connectivity solutions.

Services Offered. Our Healthcare [removed: Products] segment service associates install, maintain, upgrade, repair, and troubleshoot capital equipment throughout the world.

Customer Concentration. Our Healthcare [removed: Products] segment sells consumables, services and capital equipment, to Customers in many countries throughout the world.

For the year ended March 31, [removed: 2020,] [added: 2021,] no Customer represented more than 10% of the Healthcare Product segment's total revenues.

[removed: Description of Business.] Our Healthcare [removed: Specialty Services] segment [added: also] provides a range of [removed: solutions] [added: products] and managed services 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.

[removed: Services Offered.] Our Healthcare [removed: Specialty Services] segment [added: also] provides comprehensive instrument and endoscope repair and maintenance [removed: solutions] [added: services] (on-site or at one of our dedicated facilities), custom process improvement consulting and outsourced instrument sterile processing (on-site at the hospital and in off-site reprocessing centers).

For the year ended March 31, [removed: 2020,] [added: 2021,] no Customer represented more than 10% of the [removed: Healthcare Specialty Services segment's total] [added: segment’s] revenues.

Products Offered. These [removed: solutions] [added: products] include formulated cleaning chemistries, barrier products, sterility assurance products, steam and vaporized hydrogen peroxide sterilizers and washer disinfectors.

For the year ended March 31, [removed: 2020,] [added: 2021,] no Customer represented more than 10% of the Life Sciences segment’s total revenues.

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

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: 2021.][added: 2022.]

As of March 31, [removed: 2020,] [added: 2021,] we held approximately [removed: 410] [added: 450] United States patents and approximately [removed: 1,640] [added: 1,780] in other jurisdictions and had approximately [removed: 145] [added: 140] United States patent applications and [removed: 360] [added: 335] patent applications pending in other jurisdictions.

As of March 31, [removed: 2020,] [added: 2021,] we had a total of approximately [removed: 1,430] [added: 1,670] trademark registrations worldwide.

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

Employees. As of March 31, [removed: 2020,] [added: 2021,] we had approximately 13,000 employees throughout the world including certain locations subject to collective bargaining agreements and works council representation.

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

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

At March 31, [removed: 2019,] [added: 2021,] we had [added: a] backlog [removed: orders] of [removed: $215.2] [added: $286.2] million.

Of this amount, [removed: $154.5] [added: $206.3] million and [removed: $60.7] [added: $79.9] million related to our Healthcare [removed: 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 [added: 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”).]

The following table presents certain information regarding our executive officers at March 31, [removed: 2020.][added: 2021.]

| Name | | [added: | | | |] Age | | [added: | | | |] Position | [added: | |]

| Karen L. Burton | | [removed: 52] | | [added: | | 53 | | | | | |] Vice President, Controller and Chief Accounting Officer | [added: | |]

| Daniel A. Carestio | | [removed: 47] | | [added: | | 48 | | | | | |] Senior Vice President and Chief Operating Officer | [added: | |]

| Cary L. Majors | | [removed: 45] | | [added: | | 46 | | | | | |] Senior Vice President, North America Commercial Operations | [added: | |]

| Walter M Rosebrough, Jr. | | [removed: 66] | | [added: | | 67 | | | | | |] President and Chief Executive Officer | [added: | |]

| Renato G. Tamaro | | [removed: 51] | | [added: | | 52 | | | | | |] Vice President and Corporate Treasurer | [added: | |]

| Michael J. Tokich | | [removed: 51] | | [added: | | 52 | | | | | |] Senior Vice President and Chief Financial Officer | [added: | |]

| J. Adam Zangerle | | [removed: 53] | | [added: | | 54 | | | | | |] Senior Vice President, General Counsel, and [added: Corporate] Secretary | [added: | |]

The following discussion provides a summary of each executive officer's recent business experience through March 31, [removed: 2020:][added: 2021:]

Adam Zangerle serves as Senior Vice President, General Counsel, and [added: Corporate] Secretary.

We operate and report our financial information in three reportable business segments: Healthcare, Applied Sterilization Technologies and Life Sciences.

Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income.

The Healthcare Products and Healthcare Specialty Services segments were combined and are now reported as one segment, simply called Healthcare, consistent with the way management now operates and views the business.

Prior periods have been recast in the financial tables below for comparability.

During fiscal 2021, we experienced reduced demand for certain products and services resulting from the reduction of deferrable surgical procedures and increased demand for other products and services from our pharmaceutical Customers focused on vaccines and biologics and increased demand in the Applied Sterilization Technologies segment for personal protective equipment product services, as a result of the COVID-19 pandemic.

The COVID-19 pandemic began to impact our business late in fiscal 2020.

The pandemic and related public health recommendations and mandated precautions to mitigate the spread of COVID-19, including deferral of surgical procedures and treatments and shelter-in-place orders or similar measures, have negatively affected and are expected to continue to negatively affect some of our operations, which may impact our financial position and cash flows.

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.

To date, we do not believe that the COVID-19 pandemic has had a material impact on our operations, as we have been able to continue to operate our manufacturing facilities and meet the demand for essential products and services of our Customers.

During fiscal 2021, in response to the to the pandemic, we implemented several measures that we believe helped us protect the health and safety of our employees, preserve liquidity and enhance our financial flexibility.We allowed employees to work remotely when possible and implemented additional safety measures in compliance with applicable regulations to allow personnel to continue to work in our facilities.

We suspended all non-essential travel and enacted a temporary hiring freeze on certain positions.

To manage liquidity, we suspended our stock repurchase program and deferred certain planned capital expenditures; however, we continued to invest in expansion projects as planned.

We do not believe that these actions will negatively impact our long-term ability to generate revenues or meet existing and future financial obligations.

While we have been impacted and expect this situation to continue to have an impact on our business, the full impact to our results of operations and financial position cannot be reasonably estimated at this time.

For additional information and our risk factors related to the COVID-19 pandemic, please refer to Part I Item 1A titled, "Risk Factors".

On January 12, 2021, we announced the signing of a definitive agreement to acquire Cantel Medical Corp. (NYSE: CMD "Cantel"), through a U.S. subsidiary.

Cantel is a global provider of infection prevention products and services primarily to endoscopy and dental Customers.

For additional information please refer to Item 7 titled, "Management's Discussion and Analysis of Financial Condition and Results of Operations".

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

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

| Mary Clare Fraser | | | | | | 51 | | | | | | Vice President and Chief Human Resources Officer | | |

| Julia K. Madsen | | | | | | 56 | | | | | | Senior Vice President, Life Sciences | | |

Mr. Carestio is also a director of STERIS plc.

Mary Clare Fraser serves as Vice President and Chief Human Resources Officer.

She assumed this role when she joined STERIS in July 2020.

From February 2003 to July 2020 she held various positions with Parker-Hannifin Corporation, a global motion control technologies company, serving most recently from September 2019 to July 2020, as Vice President Human Resources of its Aerospace Group, from March 2017 to September 2019 as its Corporate Director of Human Resources and from July 2013 to March 2017 as Vice President Human Resources of its Fluid Connectors Group.

Julia K.

Madsen serves as Senior Vice President, Life Sciences.

She assumed this role in July 2020.

From August 2015 to July 2020 she served as Vice President and General Manager Life Sciences, Consumables and held various Life Sciences Consumables positions from 1995 to July 2015.

EMPLOYEES AND HUMAN CAPITAL MANAGEMENT

Strategy and Overview

People are the key to our success, which is reflected in our two core Values of People and Teamwork.

We are committed to the safety and success of our people.

We expect the performance of every person to continually improve with personal initiative and proper support.

We expect our people to treat each other with mutual respect.

Our ideal business team is engaged, diverse, inclusive and talented, and we create programs and policies in support of these goals.

We believe unity of purpose and teamwork enables us to do far more than we could individually.

We draw strength from each other and encourage communication with fairness, candor, respect and courage.

Our collaboration turns interesting ideas into great products and services for our Customers.

In fiscal 2019, we ceased the allocation of certain corporate costs to our segments to align with internal management measures.

The fiscal 2018 period operating income measures have been recast for comparability.

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.

HEALTHCARE SPECIALTY SERVICES SEGMENT

Customer Concentration. Our Healthcare Specialty Services segment offers an array of services to Customers in many countries throughout the world.

Competition. We compete with a number of large companies that have significant product portfolios and global reach, as well as a number of small companies with very limited service offerings and operations in one or a limited number of countries.

As a technology neutral service provider, we offer unbiased technology assessments dependent on the individual requirements of each product.

Americas, Europe and Asia.

For the year ended March 31, 2020, no Customer represented more than 10% of the segment’s revenues.

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”).

| | | | | |

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

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| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended March 31, [removed: 2020][added: 2021]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

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

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

| 70 Sir John Rogerson's Quay, | [added: | |] Dublin 2, | [added: | |] Ireland | | [added: | | | |] D02 R296 | [added: | |]

| (Address of principal executive offices) | | | | [added: | | | | | | | |] (Zip code) | [added: | |]

| Title of each class | [added: | |] Trading symbol(s) | [added: | |] Name of Exchange on Which Registered | [added: | |]

| Ordinary Shares, $0.001 par value | [added: | |] STE | [added: | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | [added: | |] x | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] o | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of September, 30, [removed: 2019] [added: 2020] was [removed: $12,164.2] [added: $14,957.7] million.

The number of Ordinary Shares outstanding as of May [removed: 22, 2020: 84,918,305][added: 21, 2021: 85,369,640]

Portions of the Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting – Part III

| | | | [added: | | | | | |] Page | [added: | |]

| Part I | | | | [added: | | | | | | | |]

| Item 1 | | [removed: [Business](#sCAE6755E802F5B80B6946CAFD359120A)] | [removed: [3](#s5744D9B78B5456F696946624682C2161)] | [added: | | Business | | | [3](#i41d664488c084f95afcda32b0b54db52_13) | | |]

| | | [removed: [Information] [added: | | | | Information] Related to Business [removed: Segments](#s318F0B0DE2E75D4CA459446DC57F837C)] [added: Segments] | [removed: [3](#sD78EF29A43BD580C9F03F7350721962E)] | [added: | [4](#i41d664488c084f95afcda32b0b54db52_19) | | |]

| | | [removed: [Information] [added: | | | | Information] with Respect to Our Business in [removed: General](#sF941845E210E5E4EB2C12F0060E51113)] [added: General] | [removed: [5](#sD4A00ED76DAF5DAEB803A1A166160156)] | [added: | [5](#i41d664488c084f95afcda32b0b54db52_22) | | |]

| Item 1A | | [removed: [Risk Factors](#s14291D1523E2568B8D534BB446616980)] | [removed: [8](#s1B17732266A45EF7A5DC5D2B0D83A2CB)] | [added: | | Risk Factors | | | [11](#i41d664488c084f95afcda32b0b54db52_25) | | |]

| Item 1B | | [removed: [Unresolved] [added: | | | | Unresolved] Staff [removed: Comments](#s24B710F7B4CC521DBA5CA9E21F510BCD)] [added: Comments] | [removed: [18](#sDA2EF9EC9FBA5A429C44777F4AD67B81)] | [added: | [21](#i41d664488c084f95afcda32b0b54db52_28) | | |]

| Item 2 | | [removed: [Properties](#s6358E258EDFA5F2EB5448CD20295D20A)] | [removed: [19](#s8C34557BDBBF5CDAA1731026EF10A10E)] | [added: | | Properties | | | [21](#i41d664488c084f95afcda32b0b54db52_31) | | |]

| Item 3 | | [added: | | | |] [Legal [removed: Proceedings](#sEB94BD05742D5B16880FFBBD0F239663)] [added: Proceedings](#i41d664488c084f95afcda32b0b54db52_34)] | [removed: [19](#sEB94BD05742D5B16880FFBBD0F239663)] | [added: | [22](#i41d664488c084f95afcda32b0b54db52_34) | | |]

| Item 4 | | [removed: [Mine] [added: | | | | Mine] Safety [removed: Disclosures](#s17AC4F2A9A825CB4B6ADDE7564BF1650)] [added: Disclosures] | [removed: [19](#s6B1472F1ECD55CC6AA4C0C111F13F4DA)] | [added: | [22](#i41d664488c084f95afcda32b0b54db52_37) | | |]

| Part II | | | | [added: | | | | | | | |]

| Item 5 | | [removed: [Market] [added: | | | | Market] for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#s18A0CACBA6F452599EBC429A96738BF5)] [added: Securities] | [removed: [20](#sE56FD530732C5FD6BDA7F111031F443B)] | [added: | [23](#i41d664488c084f95afcda32b0b54db52_43) | | |]

| Item 6 | | [removed: [Selected] [added: | | | | Selected] Financial [removed: Data](#s348E5E6BC2A6559BBF41AAFAD9F82F4C)] [added: Data] | [removed: [21](#s8029669723D55EBCB81885F142A92CD2)] | [added: | [24](#i41d664488c084f95afcda32b0b54db52_46) | | |]

| Item 7 | | [removed: [Management’s] [added: | | | | Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s30A9B1A359C6533B88A2748B64AB3FB8)] [added: Operations] | [removed: [22](#s51DAFBA1C6F850A8B89CB4E6B8B5AFD3)] | [added: | [25](#i41d664488c084f95afcda32b0b54db52_49) | | |]

| | | [removed: [Financial Measures](#s85D4834FDD0955A0974FC6D526F39AD6)] | [removed: [22](#s0F99E2B78BB45324B72FED7640DA9ED5)] | [added: | | Financial Measures | | | [25](#i41d664488c084f95afcda32b0b54db52_55) | | |]

| | | [removed: [Revenues-Defined](#s52857877410A50538CD85CFC07A95F54)] | [removed: [23](#s7C5CC1563D635378B254CB8C57575722)] | [added: | | Revenues-Defined | | | [26](#i41d664488c084f95afcda32b0b54db52_58) | | |]

| | | [added: | | | |] [General Overview & Executive [removed: Summary](#sDF4D02959F715B2BA786BD0903AB2D4A)] [added: Summary](#i41d664488c084f95afcda32b0b54db52_61)] | [removed: [23](#sDF4D02959F715B2BA786BD0903AB2D4A)] | [added: | [26](#i41d664488c084f95afcda32b0b54db52_61) | | |]

| | | [added: | | | |] [Non-GAAP Financial [removed: Measures](#s7BBF4F290CAE51AD87BFDC1372CBF967)] [added: Measures](#i41d664488c084f95afcda32b0b54db52_64)] | [removed: [25](#s7BBF4F290CAE51AD87BFDC1372CBF967)] | [added: | [29](#i41d664488c084f95afcda32b0b54db52_64) | | |]

| | | [removed: [Results] [added: | | | | Results] of [removed: Operations](#s68033941A09B5B76BF12318E9A6F93D0)] [added: Operations] | [removed: [25](#s1A228286F0A459C6A8F0087B9962374B)] | [added: | [29](#i41d664488c084f95afcda32b0b54db52_67) | | |]

| | | [removed: [Liquidity] [added: | | | | Liquidity] and Capital [removed: Resources](#s4D1E8596BC545FE0A7CDC932BF9838F4)] [added: Resources] | [removed: [30](#sFE8061300F1F5246B860170C4B2119E3)] | [added: | [34](#i41d664488c084f95afcda32b0b54db52_70) | | |]

| | | [removed: [Capital Expenditures](#s2D06057DCE1151D2941CFF782D2F0627)] | [removed: [33](#s6D75A8327C2258D9878A8185CEE9B79F)] | [added: | | Capital Expenditures | | | [38](#i41d664488c084f95afcda32b0b54db52_73) | | |]

| | | [removed: [Contractual] [added: | | | | Contractual] and Commercial [removed: Commitments](#sE728A1B38C8C50B6B0249244AC4584FE)] [added: Commitments] | [removed: [33](#sEB9A937386EF5E95BD24335087A4EFEF)] | [added: | [38](#i41d664488c084f95afcda32b0b54db52_76) | | |]

| | | [added: | | | |] [Critical Accounting Policies, Estimates, [removed: and Assumptions](#s5877683699975F819B53708A64F892A9)] [added: a](#i41d664488c084f95afcda32b0b54db52_2132)[nd](#i41d664488c084f95afcda32b0b54db52_2132) [Assumptions](#i41d664488c084f95afcda32b0b54db52_2132)] | [removed: [34](#sAC8A9CABD3275B5B8E948014CE02BE51)] | [added: | [41](#i41d664488c084f95afcda32b0b54db52_2132) | | |]

| | | [removed: [Recently] [added: | | | | Recently] Issued Accounting Standards Impacting the [removed: Company](#sC7F7419962675CF79C0FCC21CF9D2F61)] [added: Company] | [removed: [39](#s385132939DC25E7BB3C889381834D03C)] | [added: | [46](#i41d664488c084f95afcda32b0b54db52_82) | | |]

| | | [removed: [Forward-Looking Statements](#s52E99DA496E558C1A74FCC993C9FC1B9)] | [removed: [39](#s9390750849F7569AA1364D7960C7C4ED)] | [added: | | Forward-Looking Statements | | | [46](#i41d664488c084f95afcda32b0b54db52_88) | | |]

________________________________________________

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| 2.700% Senior Notes due 2031 | | | STE/31 | | | New York Stock Exchange | | |

| 3.750% Senior Notes due 2051 | | | STE/51 | | | New York Stock Exchange | | |

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

| | | | | | | Introduction | | | [3](#i41d664488c084f95afcda32b0b54db52_16) | | |

| | | | | | | Introduction | | | [25](#i41d664488c084f95afcda32b0b54db52_52) | | |

| | | | | | | [Supplemental Guarantor Financial Information](#i41d664488c084f95afcda32b0b54db52_79) | | | [39](#i41d664488c084f95afcda32b0b54db52_79) | | |

| | | | | | | Inflation | | | [46](#i41d664488c084f95afcda32b0b54db52_85) | | |

| | | | | | | Commodity Risk | | | [48](#i41d664488c084f95afcda32b0b54db52_100) | | |

| Item 9B | | | | | | Other Information | | | [105](#i41d664488c084f95afcda32b0b54db52_214) | | |

| Item 11 | | | | | | Executive Compensation | | | [106](#i41d664488c084f95afcda32b0b54db52_223) | | |

| | | | | | | Signatures | | | [112](#i41d664488c084f95afcda32b0b54db52_241) | | |

__________________________________________________________________

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STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

| | | [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) |

The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, [removed: 2020.][added: 2021.]

The Company owns [removed: 44] [added: 43] 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 [removed: 75] [added: 90] locations representing sales, administrative and operational locations in the U.S. and [removed: 19] [added: over 20] other countries, the majority of which are leased and support one or multiple business segments.

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

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

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

| St. Louis, MO | | [added: | | | |] U.S. | | [added: | | | |] Owned/Leased | [added: | |]

| Mentor, OH | | [added: | | | |] U.S. | | [added: | | | |] Owned/Leased | [added: | |]

| Sharon Hill, PA | | [added: | | | |] U.S. | | [added: | | | |] Owned | [added: | |]

| Franklin Park, IL | | [added: | | | |] U.S. | | [added: | | | |] Leased | [added: | |]

| Point Richmond, CA | | [added: | | | |] U.S. | | [added: | | | |] Leased | [added: | |]

| Quebec City, Canada | | [added: | | | |] INTL | | [added: | | | |] Owned | [added: | |]

| Tuusula, Finland | | [added: | | | |] INTL | | [added: | | | |] Owned/Leased | [added: | |]

| Bordeaux, France | | [added: | | | |] INTL | | [added: | | | |] Owned | [added: | |]

| Leicester, England | | [added: | | | |] INTL | | [added: | | | |] Owned/Leased | [added: | |]

| Shanghai, China | | [added: | | | |] INTL | | [added: | | | |] Leased | [added: | |]

| Guadalupe, Mexico | | [added: | | | |] INTL | | [added: | | | |] Leased | [added: | |]

| Bishop Stortford, England | | [added: | | | |] INTL | | [added: | | | |] Leased | [added: | |]

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

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

| Clemmons, NC | | | | | | U.S. | | | | | | Leased | | |

| Ontario, Canada | | | | | | INTL | | | | | | Leased | | |

| | | | | |

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

| | |

| --- | --- |

| | |

| --- | --- |

Holders. As of March 31, [removed: 2020,] [added: 2021,] there were approximately [removed: 1,040] [added: 1,204] holders of record of our ordinary shares.

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

As of March 31, [removed: 2020,] [added: 2021,] there was approximately [removed: $339.0] [added: $333.9] million (net of taxes, fees and commissions) of remaining availability under the [removed: authorizations.][added: Board authorized share repurchase program.]

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

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

[removed: We purchased 273,259] [added: From the start] of [added: fiscal 2021 through April 9, 2020, we repurchased 35,000 of] our ordinary shares [removed: during fiscal 2020] for the aggregate amount of [removed: $40.0 million,] [added: $5.0 million (net of fees and commissions)] pursuant to the [removed: 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: 2020:][added: 2021:]

| | | [added: | | | |] (a) Total Number of Shares Purchased | | | [added: | | |] (b) Average Price Paid Per Share | | | | [added: | |] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans | | | [added: | | |] (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans at Period End (dollars in thousands) | | |

(1) Does not include 8 shares purchased during the quarter at an average price of [removed: $151.44] [added: $184.59] 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.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

The share repurchase program has no specified expiration date.

Due to the uncertainty surrounding the COVID-19 pandemic, share repurchases were suspended on April 9, 2020.

During fiscal 2021, we obtained 91,567 of our ordinary shares in the aggregate amount of $9.6 million in connection with share based compensation award programs.

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

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

| January 1-31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 333,932 | |

| February 1-28 | | | | | | — | | | | | | — | | | | | | — | | | | | | 333,932 | | |

| March 1-31 | | | | | | — | | | | | | — | | | | | | — | | | | | | 333,932 | | |

| Total | | | | | | — | | | (1) | | | $ | — | | (1) | | | — | | | | | | $ | 333,932 | |

Purchases of Equity Securities by the Issuer and Affiliated Purchasers. On August 9, 2016, STERIS UK announced that its Board of Directors had authorized the purchase of up to $300.0 million (net of taxes, fees and commissions) of our ordinary shares.

As a result of the Redomiciliation, this authorization terminated.

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

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

| January 1-31 | | — | | | $ | — | | | — | | | $ | 348,979 | |

| 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 | |

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

| (in thousands, except per share data) | | [removed: 2020] [added: | | | | 2021] (1) | | | | [removed: 2019] [added: | | 2020] (1) [removed: (2)] [added: (3)] | | | | [removed: 2018 (2)] | | [added: 2019 (2) (3)] | | [removed: 2017 (2)] | | | | [removed: 2016 (2)] [added: 2018 (2) (3)] | | | [added: | | | 2017 (2) (3) | | |]

| Statements of Income Data: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Revenues | | [added: | | | |] $ | [removed: 3,030,895] [added: 3,107,519] | | | [added: | |] $ | [removed: 2,782,170] [added: 3,030,895] | | | [added: | |] $ | [removed: 2,619,996] [added: 2,782,170] | | | [added: | |] $ | [removed: 2,612,756] [added: 2,619,996] | | | [added: | |] $ | [removed: 2,238,764] [added: 2,612,756] | |

| Gross profit | | [removed: 1,319,923] | | | | [removed: 1,175,427] [added: 1,343,100] | | | | [removed: 1,092,746] | | [added: 1,319,996] | | [removed: 1,026,213] | | | | [removed: 895,348] [added: 1,174,986] | | | [added: | | | 1,092,746 | | | | | | 1,026,213 | | |]

| Restructuring expenses | | [removed: 673] | | | | [added: (2,914) | | | | | | 673 | | | | | |] 30,987 | | | | [removed: 103] | | [added: 103] | | [removed: 215] | | | | [removed: (820] [added: 215] | | [removed: )] |

| Income from continuing operations | | [removed: 536,973] | | | | [removed: 411,465] [added: 548,368] | | | | [removed: 399,883] | | [added: 537,046] | | [removed: 226,206] | | | | [removed: 237,576] [added: 411,024] | | | [added: | | | 399,883 | | | | | | 226,206 | | |]

| Net income attributable to shareholders | | [removed: 407,605] | | | | [removed: 304,051] [added: 397,400] | | | | [removed: 290,915] | | [added: 407,659] | | [removed: 109,965] | | | | [removed: 110,763] [added: 303,721] | | | [added: | | | 290,915 | | | | | | 109,965 | | |]

| Basic income per ordinary share: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Net income | | [added: | | | |] $ | [removed: 4.81] [added: 4.66] | | | [added: | |] $ | [removed: 3.59] [added: 4.81] | | | [added: | |] $ | [removed: 3.42] [added: 3.59] | | | [added: | |] $ | [removed: 1.29] [added: 3.42] | | | [added: | |] $ | [removed: 1.57] [added: 1.29] | |

| Shares used in computing net income per ordinary share – basic | | [removed: 84,778] | | | | [added: 85,203 | | | | | | 84,778 | | | | | |] 84,577 | | | | [removed: 85,028] | | [added: 85,028] | | [removed: 85,473] | | | | [removed: 70,698] [added: 85,473] | | |

| Diluted income per ordinary share: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Net income | | [added: | | | |] $ | [removed: 4.76] [added: 4.63] | | | [added: | |] $ | [removed: 3.56] [added: 4.76] | | | [added: | |] $ | [removed: 3.39] [added: 3.55] | | | [added: | |] $ | [removed: 1.28] [added: 3.39] | | | [added: | |] $ | [removed: 1.56] [added: 1.28] | |

| Shares used in computing net income per ordinary share – diluted | | [removed: 85,641] | | | | [added: 85,898 | | | | | | 85,641 | | | | | |] 85,468 | | | | [removed: 85,713] | | [added: 85,713] | | [removed: 86,094] | | | | [removed: 71,184] [added: 86,094] | | |

| Dividends per ordinary share | | [added: | | | |] $ | [removed: 1.45] [added: 1.57] | | | [added: | |] $ | [removed: 1.33] [added: 1.45] | | | [added: | |] $ | [removed: 1.21] [added: 1.33] | | | [added: | |] $ | [removed: 1.09] [added: 1.21] | | | [added: | |] $ | [removed: 0.98] [added: 1.09] | |

| Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Long-term indebtedness | | [removed: 1,150,521] | | | | [added: 1,650,540 | | | | | | 1,150,521 | | | | | |] 1,183,227 | | | | [removed: 1,316,001] | | [added: 1,316,001] | | [removed: 1,478,361] | | | | [removed: 1,567,796] [added: 1,478,361] | | |

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

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

| Income taxes | | | | | | 120,663 | | | | | | 90,895 | | | | | | 64,283 | | | | | | 63,360 | | | | | | 74,015 | | |

| Working capital | | | | | | $ | 633,834 | | | | | $ | 720,429 | | | | | $ | 603,751 | | | | | $ | 591,195 | | | | | $ | 636,219 | |

| Total assets | | | | | | 6,574,471 | | | | | | 5,440,867 | | | | | | 5,088,283 | | | | | | 5,200,334 | | | | | | 4,924,455 | | |

| Total liabilities | | | | | | 2,683,003 | | | | | | 2,022,657 | | | | | | 1,891,054 | | | | | | 1,983,034 | | | | | | 2,114,422 | | |

| Total shareholders’ equity | | | | | | 3,880,990 | | | | | | 3,405,362 | | | | | | 3,189,242 | | | | | | 3,205,960 | | | | | | 2,798,602 | | |

(3) The table reflects the change in accounting principle from the last-in, first-out method to the first-in, first-out method of accounting for inventory for fiscal years 2020 and 2019.

Fiscal years 2018 and 2017 have not been adjusted to reflect the change.

For more information see Note 1 titled, "Nature of Operations and Summary of Significant Accounting Policies" of the notes to the consolidated financial statements.

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

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

| Income taxes | | 90,876 | | | | 64,394 | | | | 63,360 | | | | 74,015 | | | | 60,299 | | |

| Working capital | | $ | 705,144 | | | $ | 588,539 | | | $ | 591,195 | | | $ | 636,219 | | | $ | 571,919 | |

| Total assets | | 5,425,582 | | | | 5,073,071 | | | | 5,200,334 | | | | 4,924,555 | | | | 5,346,416 | | |

| Total liabilities | | 2,018,858 | | | | 1,887,273 | | | | 1,983,034 | | | | 2,114,422 | | | | 2,307,524 | | |

| Total shareholders’ equity | | $ | 3,393,876 | | | $ | 3,177,810 | | | $ | 3,205,960 | | | $ | 2,798,602 | | | $ | 3,023,034 | |

| | |

| --- | --- |

| | | [added: | | | |] Page | [added: | |]

| | [added: | |] [Report of Independent Registered Public Accounting [removed: Firm](#s9E3326FA1D515DD1938197880EB2BDBF)] [added: Firm](#i41d664488c084f95afcda32b0b54db52_106)] | [removed: [43](#s9E3326FA1D515DD1938197880EB2BDBF)] | [added: | [50](#i41d664488c084f95afcda32b0b54db52_106) | | |]

| | [added: | |] Consolidated Financial Statements: | | [added: | | | |]

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

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

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

| | [removed: [Consolidated] [added: | | Consolidated] Statements of Cash [removed: Flows](#sEEEBAA0DFFBD5312930FD6FC752C4541)] [added: Flows] | [removed: [48](#sDD482CF5836F5096AEB326B26B5D7C64)] | [added: | [56](#i41d664488c084f95afcda32b0b54db52_124) | | |]

| | [removed: [Consolidated] [added: | | Consolidated] Statements of Shareholders’ [removed: Equity](#sA412774B217552ECA752247FA7AED2EE)] [added: Equity] | [removed: [49](#s7B6F705F63475CF091B8A6B363B85AF8)] | [added: | [57](#i41d664488c084f95afcda32b0b54db52_127) | | |]

[removed: | | [Notes to Consolidated Financial Statements](#sFEDF75B3A0D752DDAD36ADE381B195B8) | [50](#s6A1A98D80A085B8BB309C0CC1D3100D1) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| | [added: | |] Financial Statement Schedule: | | [added: | | | |]

| | [removed: [Schedule] [added: | | Schedule] II – Valuation and Qualifying [removed: Accounts](#s7E3D5F89ACA0556FB300B372D5573672)] [added: Accounts] | [removed: [91](#sBCABE7825FA45479B547F96E30946C72)] | [added: | [102](#i41d664488c084f95afcda32b0b54db52_205) | | |]

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

[removed: STERIS plc][added: STERIS PLC AND SUBSIDIARIES]

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 29, 2020] [added: 28, 2021] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

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

The communication of [removed: the] critical audit [removed: matter] [added: matters] 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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or [removed: disclosure] [added: disclosures] to which [removed: it relates.][added: they relate.]

| [removed: *Description of the Matter*] | [removed: Uncertain Tax Positions] [added: | |] As discussed in Note 8 to the consolidated financial statements, the Company received [removed: three] [added: two] notices of proposed tax adjustments from the U.S. Internal Revenue Service (the “IRS”) regarding [removed: the deductibility of interest paid on certain intercompany debt] [added: deemed dividend inclusions and associated withholding tax] for [removed: the] fiscal [removed: years 2016, 2017 and] [added: year] 2018. The IRS adjustments would result in a cumulative tax liability of approximately [removed: $40] [added: $50] million. The Company believes it is more-likely-than-not that they will be able to sustain the [removed: interest deductions taken] [added: tax benefit recognized] in the U.S. and has not recorded a liability for an uncertain tax position related to this matter. [removed: 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.] | [added: | |]

| *How We Addressed the Matter in Our Audit* | [added: | |] 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. [removed: 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.] | [added: | |]

| March 31, | | [removed: 2020] | | | | [removed: 2019] [added: 2021] | | | [added: | | | 2020 | | |]

| [removed: Assets] [added: Assets:] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Current assets: | | | | | | | | | [added: | | | | | |]

| Cash and cash equivalents | | [added: | | | |] $ | [removed: 319,581] [added: 220,531] | | | [added: | |] $ | [removed: 220,633] [added: 319,581] | |

| Accounts receivable (net of allowances of [removed: $12,051] [added: $11,355] and [removed: $9,645,] [added: $12,051,] respectively) | | [removed: 586,481] | | | | [removed: 564,830] [added: 609,406] | | | [added: | | | 586,481 | | |]

| Inventories, net | | [removed: 248,259] | [added: $] | [added: 248,259] | | [added: $ | 263,544 | | $ | 15,285 | | | | | $ |] 208,243 | | [added: $] | [added: 223,455 | | $ | 15,212 | |]

| Prepaid expenses and other current assets | | [removed: 54,430] | | | | [removed: 60,029] [added: 66,750] | | | [added: | | | 54,430 | | |]

| Property, plant, and equipment, net | | [removed: 1,111,855] | | | | [removed: 1,031,582] [added: 1,235,400] | | | [added: | | | 1,111,855 | | |]

| Lease right-of-use assets, net | | [removed: 131,837] | | | | [removed: —] [added: 150,142] | | | [added: | | | 131,837 | | |]

| Goodwill | | [removed: 2,356,085] | | | | [removed: 2,322,928] [added: 3,026,049] | | | [added: | | | 2,356,085 | | |]

| Intangibles, net | | [removed: 565,473] | | | | [removed: 604,614] [added: 898,406] | | | [added: | | | 565,473 | | |]

| Other assets | | [removed: 51,581] | | | | [removed: 60,212] [added: 52,720] | | | [added: | | | 51,581 | | |]

| Liabilities and equity | | | | | | | | | [added: | | | | | |]

| Current liabilities: | | | | | | | | | [added: | | | | | |]

| Accounts payable | | [added: | | | |] $ | [removed: 149,341] [added: 156,950] | | | [added: | |] $ | [removed: 152,913] [added: 149,341] | |

| Accrued income taxes | | [removed: 14,013] | | | | [removed: 15,460] [added: 27,561] | | | [added: | | | 14,013 | | |]

| Accrued payroll and other related liabilities | | [removed: 128,261] | | | | [removed: 109,058] [added: 150,078] | | | [added: | | | 128,261 | | |]

| Lease obligations due within one year | | [removed: 19,809] | | | | [removed: —] [added: 22,774] | | | [added: | | | 19,809 | | |]

| Accrued expenses and other | | [removed: 192,183] | | | | [removed: 187,765] [added: 220,557] | | | [added: | | | 192,183 | | |]

| | | | Consolidated Balance Sheets | | | [53](#i41d664488c084f95afcda32b0b54db52_109) | | |

| | | | Consolidated Statements of Income | | | [54](#i41d664488c084f95afcda32b0b54db52_115) | | |

| | | | Consolidated Statements of Comprehensive Income | | | [55](#i41d664488c084f95afcda32b0b54db52_118) | | |

| | | | Notes to Consolidated Financial Statements | | | [58](#i41d664488c084f95afcda32b0b54db52_133) | | |

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has elected to change its method of accounting for certain inventories to the first-in, first-out (“FIFO”) method in the fourth quarter of fiscal year 2021, with retrospective application to all periods presented.

| | | | | | |

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

| *Description of the Matter* | | | Uncertain Tax Positions | | |

| | | | Auditing management’s analysis of tax positions related to the lack of deemed dividend inclusions and associated withholding tax 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. | | |

| | | | Our audit procedures included, among others, involving income tax subject matter resources to assess the technical merits of the Company’s tax positions related to the deemed dividend inclusions and associated withholding tax. 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. | | |

| | | | | | |

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

| *Description of the Matter* | | | Valuation of customer relationships intangible asset related to the Key Surgical acquisition | | |

| | | | As discussed in Note 18 to the consolidated financial statements, on November 18, 2020, the Company acquired all of the outstanding units and equity of Key Surgical, LLC (“Key Surgical”) for $853 million, net of cash acquired. The acquisition of Key Surgical has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired, liabilities assumed and noncontrolling interests be recognized at their respective fair values as of the acquisition date. The Company preliminarily allocated $315 million of the purchase price to the fair value of the acquired customer relationships intangible asset. The purchase price allocation for Key Surgical is preliminary. The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed. | | |

| | | | Auditing management’s preliminary valuation of the customer relationships intangible asset in the Key Surgical acquisition was complex and judgmental due to the significant estimation uncertainty in the Company’s determination of the preliminary fair value of the customer relationships intangible asset under an income approach using discounted cash flows. The significant estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions including forecasted revenue growth rates, forecasted profit margins, and customer attrition rates. These significant assumptions are forward looking and could be affected by future economic and market conditions. | | |

| *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 the customer relationships intangible asset, including controls over management’s review of the significant assumptions in the determination of fair value under the income approach. | | |

| | | | To test the estimated fair value of the acquired customer relationships intangible asset, our audit procedures included, among others, evaluating the Company's selection of the valuation method, testing significant assumptions used by the Company and testing the completeness and accuracy of the underlying data. For example, we performed analyses to evaluate the sensitivity of changes in assumptions to the fair value of the customer relationships intangible asset and compared the significant assumptions to current industry, market and economic trends, and historical results of the acquired business. In addition, we involved our valuation specialists to assist with our evaluation of the methodology and significant assumptions used by the Company to determine the preliminary fair value estimate of the customer relationship intangible asset, including the forecasted revenue growth rates, forecasted profit margins, and customer attrition rate. | | |

May 28, 2021

| Inventories, net | | | | | | 315,067 | | | | | | 263,544 | | |

| Total current assets | | | | | | 1,211,754 | | | | | | 1,224,036 | | |

| Total assets | | | | | | $ | 6,574,471 | | | | | $ | 5,440,867 | |

| Deferred income taxes, net | | | | | | 236,860 | | | | | | 164,069 | | |

| Total liabilities | | | | | | $ | 2,683,003 | | | | | $ | 2,022,657 | |

| Retained earnings | | | | | | 1,939,408 | | | | | | 1,658,661 | | |

| Total shareholders’ equity | | | | | | 3,880,990 | | | | | | 3,405,362 | | |

| Total equity | | | | | | 3,891,468 | | | | | | 3,418,210 | | |

| Total liabilities and equity | | | | | | $ | 6,574,471 | | | | | $ | 5,440,867 | |

*Certain amounts have been adjusted to reflect the change in inventory accounting method, as described in Note 1 to our Consolidated Financial Statements.

| | | | | | | | | | | | | (as adjusted)* | | | | | | (as adjusted)* | | |

| Product | | | | | | 765,076 | | | | | | 750,129 | | | | | | 702,736 | | |

| Total cost of revenues | | | | | | 1,764,419 | | | | | | 1,710,899 | | | | | | 1,607,184 | | |

| Gross profit | | | | | | 1,343,100 | | | | | | 1,319,996 | | | | | | 1,174,986 | | |

| Income from operations | | | | | | 548,368 | | | | | | 537,046 | | | | | | 411,024 | | |

| Income before income tax expense | | | | | | 517,533 | | | | | | 498,754 | | | | | | 369,029 | | |

| Income tax expense | | | | | | 120,663 | | | | | | 90,895 | | | | | | 64,283 | | |

| Net income | | | | | | 396,870 | | | | | | 407,859 | | | | | | 304,746 | | |

| Net income attributable to shareholders | | | | | | $ | 397,400 | | | | | $ | 407,659 | | | | | $ | 303,721 | |

| Basic | | | | | | $ | 4.66 | | | | | $ | 4.81 | | | | | 3.59 | | |

| Diluted | | | | | | $ | 4.63 | | | | | $ | 4.76 | | | | | 3.55 | | |

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

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| --- | --- |

May 29, 2020

| | | | | | | | | |

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

| Total current assets | | 1,208,751 | | | | 1,053,735 | | |

| Total assets | | $ | 5,425,582 | | | $ | 5,073,071 | |

| Total liabilities | | $ | 2,018,858 | | | $ | 1,887,273 | |

| Total shareholders’ equity | | 3,393,876 | | | | 3,177,810 | | |

| Total equity | | 3,406,724 | | | | 3,185,798 | | |

| Total liabilities and equity | | $ | 5,425,582 | | | $ | 5,073,071 | |

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

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

| Unrealized gain on available for sale securities, (net of taxes of $0, $0 and $516, respectively) | | — | | | | — | | | | 1,792 | | |

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

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

| Balance at March 31, 2017 | 84,948 | | $ | 2,085,134 | | 100 | | $ | 15 | | $ | 954,155 | | $ | (240,702 | ) | $ | 11,431 | | $ | 2,810,033 | |

| Net income | — | | — | | | — | | — | | | 290,915 | | | — | | | 707 | | | 291,622 | | |

| Repurchases of ordinary shares | (793 | ) | (69,567 | | ) | — | | — | | | 4,082 | | | — | | | — | | | (65,485 | | ) |

| Change in noncontrolling interest | — | | — | | | — | | — | | | — | | | — | | | 602 | | | 602 | | |

Nature of Operations. On March 28, 2019, STERIS plc, a public limited company organized under the laws of England and Wales (“STERIS UK”), completed a redomiciliation from the United Kingdom to Ireland (the “Redomiciliation”).

The Redomiciliation was achieved through the insertion of a new Irish public limited holding company (“STERIS Ireland”) on top of STERIS UK pursuant to a court-approved scheme of arrangement under English law (the “Scheme”).

Following the Scheme effectiveness, STERIS UK was re-registered as a private limited company with the name STERIS Limited, and STERIS Emerald IE Limited, a company established in Ireland and a wholly-owned direct subsidiary of STERIS Ireland, was interposed as the direct parent company of STERIS UK.

Previously, these capital equipment revenues and cost of revenues were recognized based upon shipping terms.

We recorded a cumulative effect adjustment in the beginning of fiscal 2019 to Retained earnings of $5,637, based on the terms and conditions for certain open capital equipment contracts as of March 31, 2018.

Product Revenue

Service Revenue

We determine cost based upon a combination of the last-in, first-out (“LIFO”) and first-in, first-out (“FIFO”) cost methods.

For inventories valued using the LIFO method, we believe that the use of the LIFO method results in a matching of current costs and revenues.

Inventories valued using the LIFO method represented approximately 25.3% and 25.2% of total inventories at March 31, 2020 and 2019, respectively.

If we had used only the FIFO method of inventory costing, inventories would have been $16,937 and $16,757 higher than those reported at March 31, 2020 and 2019, respectively.

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| ASU 2016-02, "Leases" (Topic 842) | | February 2016 | | The standard requires lessees to record all leases, whether finance or operating, on the balance sheet. An asset will be recorded to represent the right to use the leased asset, and a liability will be recorded to represent the lease obligation. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within that period. Early adoption is permitted. | | First Quarter Fiscal 2020 | | We adopted this standard, and related amendments, effective April 1, 2019 using the modified retrospective transition method and have not restated prior periods. We elected to use the package of practical expedients permitted under the transition guidance, which allows the carry forward of historical lease classification of existing leases. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing or expired agreements. We made an accounting policy election to not recognize lease assets or liabilities for leases with a term of 12 months or less and elected to not separate non-lease components from lease components to which they relate for all asset classes. We recorded lease right-of-use assets and lease liabilities for operating leases totaling $120,562. The adoption of the standard did not have a material impact to the Consolidated Statements of Income or Cash Flows. Additional information is disclosed in Note 10 under the heading "Leases". |

| ASU 2017-12 "Targeted Improvements to Accounting for Hedging Activities" (Topic 815) | | August 2017 | | The standard provides targeted improvements to accounting for hedging activities by expanding an entity’s ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted in any interim period after issuance of the standard. | | First Quarter Fiscal 2020 | | We adopted this standard effective April 1, 2019 with no material impact to our Consolidated Balance Sheets. The impact to our Consolidated Statements of Income will depend on the value of future hedging activities. |

| ASU 2018-02 "Income Statement - Reporting Comprehensive Income" (Topic 220) | | February 2018 | | The standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act ("TCJA") and requires certain disclosures about stranded tax effects. The underlying guidance requiring that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. This standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. | | First Quarter Fiscal 2020 | | We have elected not to reclassify the income tax effects of the TCJA from Accumulated Other Comprehensive Income ("AOCI") to retained earnings. Our policy is to release income tax effects from AOCI when individual units of account are sold or terminated. |

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During the quarter ended March 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, [removed: 2020.][added: 2021.]

Our evaluation of internal control over financial reporting did not include the internal controls of the entities that were acquired during fiscal [removed: 2020.][added: 2021.]

Total assets of the acquired businesses (inclusive of acquired intangible assets and goodwill) represented approximately 4% of our total assets as of March 31, [removed: 2020] [added: 2021] and approximately 1% of our total revenues for the year ended March 31, [removed: 2020.][added: 2021.]

We have audited STERIS plc and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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 entities that were acquired during the year ended March 31, [removed: 2020,] [added: 2021,] which are included in the fiscal [removed: 2020] [added: 2021] consolidated financial statements of the Company and constituted approximately 4% of total assets as of March 31, [removed: 2020] [added: 2021] and [removed: approximately 1%] [added: approximately1%] 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 entities that were acquired during the year ended March 31, [removed: 2020.][added: 2021.]

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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated May [removed: 29, 2020] [added: 28, 2021] expressed an unqualified opinion thereon.

Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, 2021.

May 28, 2021

May 29, 2020

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| --- | --- |

This Annual Report on Form 10-K incorporates by reference the information appearing under the caption "Nominees for Election as Directors," "Delinquent Section 16(a) Reports," "Board Meetings and Committees," "Shareholder Nominations of Directors and Nominee Criteria" and "Shareholder Proposals" of our definitive proxy statement to be filed with the SEC in connection with our [removed: 2020] [added: 2021] Annual Meeting of Shareholders (the "Proxy Statement").

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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: 2020.][added: 2021.]

| Plan Category | | [added: | | | |] Number of securities to be issued upon exercise of outstanding options, warrants and rights | | [added: | | | |] Weighted-average exercise price of outstanding options, warrants and rights ($) | | [added: | | | |] Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | [added: | |]

| Equity compensation plans [added: not] approved by security holders | | [removed: 1,796,126] | | [removed: $91.29] | | [removed: 3,961,998] [added: —] | [added: | | | | | — | | | | | | — | | |]

| Equity compensation plans [removed: not] approved by security holders | | [removed: —] | | [removed: —] | | [removed: —] [added: 1,637,047] | [added: | | | | | $112.03 | | | | | | 3,589,242 | | |]

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

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

| | | | | | | (a) | | | | | | (b) | | | | | | (c) | | |

| Total | | | | | | 1,637,047 | | | | | | $112.03 | | | | | | 3,589,242 | | |

| | | | | | | |

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

| | | (a) | | (b) | | (c) |

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

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| --- | --- |

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| --- | --- |

Consolidated Balance Sheets – March 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Consolidated Statements of Income – Years ended March 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.][added: 2019.]

Consolidated Statements of Comprehensive Income – Years ended March 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.][added: 2019.]

Consolidated Statements of Cash Flows – Years ended March 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.][added: 2019.]

Consolidated Statements of Shareholders’ Equity – Years ended March 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.][added: 2019.]

| Exhibit Number | [added: | |] Exhibit Description | [added: | |]

| 3.1 | [added: | |] [STERIS plc Amended Memorandum and Articles of 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) | [added: | |]

| [removed: 4.1] [added: 4.5] | [added: | |] [Description of Securities Registered Under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex41.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1757898/000175789821000017/a03312021ex45.htm)] | [added: | |]

| 10.1 | [added: | |] [STERIS plc 2006 Long-Term Equity Incentive Plan, as Assumed, Amended and Restated Effective March 28, 2019 (filed as Exhibit 10.1 to STERIS plc Form 8-K filed March 28, 2019 (Commission File No. 001-38848) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000119312519089164/d725181dex101.htm) | [added: | |]

| 10.2 | [added: | |] [STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312508171665/dex104.htm) | [added: | |]

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

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

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

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

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

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

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

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

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

| 10.12 | [added: | |] [STERIS plc Form of Nonqualified Stock 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) | [added: | |]

| 10.13 | [added: | |] [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) | [added: | |]

| 10.14 | [added: | |] [Form of STERIS plc Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 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/ste093018ex102.htm) | [added: | |]

| 10.15 | [added: | |] [Form of STERIS plc Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.3 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2019 (Commission File No. 001-38848) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) | [added: | |]

| 10.16 | [added: | |] [STERIS plc Form of Restricted Stock Agreement for Employees (filed as Exhibit 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 reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex103.htm) | [added: | |]

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

| 10.18 | [added: | |] [STERIS plc Form of Performance Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to STERIS plc Form 8-K filed June 1, 2017 (Commission File No. 1-37614), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000119312517191255/d514391dex101.htm) | [added: | |]

| 10.19 | [added: | |] [STERIS plc Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.3 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/ste09302018ex103.htm) | [added: | |]

| 10.20 | [added: | |] [Form of STERIS plc Restricted Stock Agreement for Employees (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2019 (Commission File No. 001-38848) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) | [added: | |]

| 10.21 | [added: | |] [Description of STERIS plc Non-Employee Director Compensation Program (filed as Exhibit 10.1 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2019 (Commission File No. 001-38848) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex101.htm) | [added: | |]

| 10.22 | [added: | |] [STERIS Corporation Deferred Compensation Plan Document (filed as Exhibit 10.1 to Form 8-K filed September 1, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312506184330/dex101.htm) | [added: | |]

| 10.23 | [added: | |] [STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm) | [added: | |]

| 10.24 | [added: | |] [Amended and Restated Adoption Agreement related to STERIS Corporation Deferred Compensation Plan (filed as Exhibit 10.2 to Form 10-Q filed for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) | [added: | |]

| 10.25 | [added: | |] [Amendment No. 1 to STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) dated November 4, 2011 (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) | [added: | |]

| 10.26 | [added: | |] [STERIS plc Management Incentive Compensation Plan (As Amended and Restated Effective March 28, 2019) (filed as Exhibit 10.2 to STERIS plc Form 8-K filed March 28, 2019 (Commission File No. 001-38848), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000119312519089164/d725181dex102.htm) | [added: | |]

| 10.27 | [added: | |] [Amendment No. 1 to STERIS plc Management Incentive Compensation Plan (As Assumed, Amended and Restated Effective March 28, [removed: 2019).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm)] [added: 2019).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm)] | [added: | |]

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

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

| 10.30 | [added: | |] [STERIS plc Senior Executive Severance Plan, As Adopted effective March 28, 2019 (filed as Exhibit 10.3 to STERIS plc 8-K filed March 28, 2019 (Commission File No. 001-38848), and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000119312519089164/d725181dex103.htm) | [added: | |]

| 10.31 | [added: | |] [Form of Indemnification Agreement between STERIS Corporation and each of its directors and certain executive officers (filed as Exhibit 10.31 to Form 10-K for the fiscal year ended March 31, 2010 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000095013010000911/dex1031.htm) | [added: | |]

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

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| 2.1 | | | [Agreement and Plan of Merger, dated January 12, 2021, by and among STERIS plc, Solar New US Holding Co, LLC, Crystal Merger Sub 1, LLC and Cantel Medical Corp. (filed as Exhibit 2.1 to STERIS plc Form 8-K filed January 12, 2021 (Commission File No. 001-38848) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1757898/000114036121000965/nc10018867x1_ex2-1.htm) | | |

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| 2.2 | | | [Amendment to the Agreement and Plan of Merger, dated March 1, 2021, by and among STERIS plc, Solar New US Holding Co, LLC, Crystal Merger Sub 1, LLC and Cantel Medical Corp. (filed as Exhibit 2.2 to Amendment No. 1 to STERIS plc Registration Statement on Form S-4 filed March 30, 2021 (Commission File No. 333-253799) and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/0001757898/000114036121010605/nt10018921x2_s4a.htm)). | | |

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| 2.3 | | | [Purchase Agreement, dated October 2, 2020, by and among KS Holdings LLC, Key Surgical Shareholders LLC, Key Surgical Management LLC, WSHP KS Investment LLC, Key Surgical LLC, STERIS Corporation, STERIS plc and Brian O’Connell and Scot Milchman (filed as Exhibit 2.1 to STERIS plc Form 8-K filed October 6, 2020 (Commission File No. 001-38848) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1757898/000119312520264363/d939225dex21.htm) | | |

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| 4.1 | | | [Indenture, dated as of April 1, 2021, among STERIS Irish FinCo Unlimited Company, the guarantors party thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to STERIS plc Form 8-K filed April 1, 2021 (Commission File No. 001-38848) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1757898/000119312521103389/d119220dex41.htm) | | |

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| 4.2 | | | [First Supplemental Indenture, dated as of April 1, 2021, among STERIS Irish FinCo Unlimited Company, the guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to STERIS plc Form 8-K filed April 1, 2021 (Commission File No. 001-38848) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1757898/000119312521103389/d119220dex42.htm) | | |

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| 4.4 | | | [Form of 3.750% Notes due 2051 (filed as Exhibit 4.4 to STERIS plc Form 8-K filed April 1, 2021 (Commission File No. 001-38848) and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1757898/000119312521103389/d119220dex42.htm). | | |

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| 10.43 | [Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.10 to STERIS plc Form 10-Q for the fiscal quarter ending December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex1010.htm) |

| 10.44 | [Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.52 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1052.htm) |

| 10.45 | [Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.53 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1053.htm) |

| 10.46 | [Guaranty Supplement dated August 8, 2017 by Synergy Health AST, LLC, Synergy Health US Holdings, Inc., and Synergy Health North America, Inc. of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ending September 30, 2017 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489917000010/ste09302017ex102.htm) |

| 10.49 | [Second Amendment dated as of March 5, 2019 to the Amended and Restated Note Purchase Agreement dated as of March 31, 2015, as amended by that certain First Amendment dated as of January 23, 2017, by and among STERIS Corporation and each of the purchasers listed in Schedule A thereto, (filed as Exhibit 10.3 to Form 8-K filed March 5, 2019 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000119312519069246/d698227dex103.htm) |

| 10.50 | [Affiliate Guaranty, dated as of March 31, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of the December 4, 2012 Note Purchase Agreements, as amended and restated, and Notes issued pursuant thereto (filed as Exhibit 10.8 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000119312515116944/d898586dex108.htm) |

| 10.51 | [Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.11 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex1011.htm) |

| 10.52 | [Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.57 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1057.htm) |

| 10.53 | [Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated and of the Notes issued pursuant thereto (filed as Exhibit 10.58 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1058.htm) |

| 10.54 | [Guaranty Supplement dated August 8, 2017 by Synergy Health AST, LLC, Synergy Health US Holdings, Inc., and Synergy Health North America, Inc. of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.3 to STERIS plc Form 10-Q for the fiscal quarter ending September 30, 2017 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489917000010/ste09302017ex103.htm) |

| 10.55 | [Guaranty Supplement dated March 28, 2019 by STERIS plc and STERIS Emerald IE Limited and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.62 to Form 10-K filed May 30, 2019 (Commission File No. 001-38848), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex1062.htm) |

| 10.56 | [Note Purchase Agreement dated as of May 15, 2015, among STERIS Corporation and each of the institutions party thereto (filed as Exhibit 10.1 to Form 8-K of STERIS Corporation filed May 18, 2015 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000119312515191884/d928040dex101.htm) |

| 10.57 | [Second Amendment dated as of March 5, 2019 to the Note Purchase Agreement dated as of May 15, 2015, as amended by that certain First Amendment dated as of January 23, 2017, by and among STERIS Corporation and each of the purchasers listed in Schedule A thereto, (filed as Exhibit 10.4 to Form 8-K filed March 5, 2019 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000119312519069246/d698227dex104.htm) |

| 10.58 | [Affiliate Guaranty, dated as of May 15, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of STERIS Corporation May 15, 2015 Note Purchase Agreement and Notes issued pursuant thereto (filed as Exhibit 10.2 to Form 8-K of STERIS Corporation filed May 18, 2015 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000119312515191884/d928040dex102.htm) |

| 10.59 | [Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of May 15, 2015 of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto (filed as Exhibit 10.12 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex1012.htm) |

| 10.60 | [Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of May 15, 2015 of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto (filed as Exhibit 10.62 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1062.htm) |

| 10.61 | [Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto (filed as Exhibit 10.63 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1063.htm) |

| 10.62 | [Guaranty Supplement dated August 8, 2017 by Synergy Health AST, LLC, Synergy Health US Holdings, Inc., and Synergy Health North America, Inc. of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto (filed as Exhibit 10.4 to STERIS plc Form 10-Q for the fiscal quarter ending September 30, 2017 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489917000010/ste09302017ex104.htm) |

| 10.63 | [Guaranty Supplement dated March 28, 2019 by STERIS plc and STERIS Emerald IE Limited and STERIS Corporation of Affiliate Guaranty dated as of May 15, 2015 of STERIS Corporation May 15, 2015 Note Purchase Agreement, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.70 to Form 10-K filed May 30, 2019 (Commission File No. 001-38848), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex1070.htm) |

| 10.65 | [First Amendment dated as of March 5, 2019 to the Note Purchase Agreement dated as of January 23, 2017, by and among STERIS plc and each of the purchasers listed in Schedule A thereto, (filed as Exhibit 10.5 to Form 8-K filed March 5, 2019 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000119312519069246/d698227dex105.htm) |

| 10.66 | [Affiliated Guaranty, dated as of January 23, 2017, by STERIS plc and each of the American Sterilizer Company, Integrated Medical Systems International, Inc., Isomedix Inc., Isomedix Operations Inc., Solar New US Holding Co, LLC, Solar New US Parent Co, LLC, Solar US Acquisition Co, LLC, STERIS Barrier Products Solutions, Inc., STERIS Corporation, STERIS Europe, Inc., STERIS Inc., Synergy Health Holdings Limited, Synergy Health Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited, Synergy Health US Holdings Limited, and United States Endoscopy Group, Inc., of STERIS plc January 23, 2017 Note Purchase Agreement and Notes issued pursuant thereto (filed as Exhibit 10.2 to Form 8-K filed January 26, 2017 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000119312517019816/d322444dex102.htm) |

| 10.67 | [Guaranty Supplement dated August 8, 2017 by Synergy Health AST, LLC, Synergy Health US Holdings, Inc. and Synergy Health North America, Inc., of Affiliate Guaranty dated as January 23, 2017 of STERIS plc January 23, 2017 Note Purchase Agreement, and of the Notes issued pursuant thereto (filed as Exhibit 10.5 to STERIS plc Form 10-Q for the fiscal quarter ending September 30, 2017 (Commission File No. 1-37614), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489917000010/ste09302017ex105.htm) |

| 10.68 | [Guaranty Supplement dated March 28, 2019 by STERIS plc and STERIS Emerald IE Limited and STERIS Limited of Affiliate Guaranty dated as of January 23, 2017 of STERIS plc January 23, 2017 Note Purchase Agreement, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.75 to Form 10-K filed May 30, 2019 (Commission File No. 001-38848), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex1075.htm) |

| 10.69 | [Stock Purchase Agreement dated July 16, 2012 by and among STERIS Corporation, United States Endoscopy Group, Inc. and the shareholders party thereto (filed as Exhibit 2.1 to Form 8-K filed August 15, 2012 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000119312512357579/d395734dex21.htm) |

| 10.70 | [Stock Purchase Agreement dated March 31, 2014 by and among STERIS Corporation, Integrated Medical Systems International, Inc. and the shareholders party thereto (filed as Exhibit 2.1 to Form 8-K filed May 9, 2014 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000119312514192656/d723190dex21.htm) |

| 10.71 | [Stock Purchase Agreement dated June 23, 2015 by and among STERIS Corporation, General Econopak, Inc. and each of the Stockholders of General Econopak, Inc. (filed as Exhibit 10.1 to STERIS Corporation Form 10-Q for the fiscal quarter ended June 30, 2015 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000081506515000008/ste03602015ex101.htm) |

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