Steris (STE) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic [removed: has] disrupted our operations and could have a material adverse effect on our business and financial [removed: condition.][added: condition if further significant disruptions occur.]

The COVID-19 pandemic, along with the response to the pandemic by governmental and other actors, [removed: has] disrupted our operations.

We [removed: have] experienced temporary mandatory and voluntary facility closures in certain jurisdictions in which we operate.

Additionally, the COVID-19 outbreak has caused temporary disruptions [added: and rising costs] in our supply [removed: chain.][added: chain and distribution network.]

Moreover, because a large number of our employees have been [removed: working] [added: and will continue to work] from [removed: home,] [added: home routinely,] we may be subject to increased vulnerability to cyber and other information technology risks.

Should such [removed: disruption] [added: additional significant disruptions occur and] 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 [removed: raising] [added: rising] inflation, could result in extended weak demand for our products and services.

[removed: Many] [added: Some] of our Customers are governmental entities or other entities that rely on government healthcare systems or government funding.

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

Our [removed: Applied Sterilization Technologies (“AST”)] [added: 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 [removed: Ethylene Oxide (“EO”)] [added: EO] sterilization.

In the United States, several regulators, including the [removed: U.S. Environmental Protection Agency (“EPA”), U.S. Food and Drug Administration (“FDA”),] [added: EPA, FDA,] and agencies at the state and local level, play a role in regulating the use of EO sterilization.

As supplier to Healthcare and Life Sciences Customers, we fall within a “critical infrastructure” sector, and are also considered an essential business and therefore [added: were] exempt under various stay at home/shelter in place [removed: orders.][added: orders associated with COVID-19.]

Accordingly, our employees [removed: continue] [added: continued] 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 [removed: have] implemented telework policies wherever possible for appropriate categories of employees.

However, our employees that are unable to telework [removed: continue] [added: continued] to work at our facilities and those of our Customers, and we [removed: have] implemented appropriate safety measures, such as social distancing and increased cleaning protocols.

While we believe that we have [removed: taken] [added: developed] 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 [added: or similar illness] outside of our workplace.

Numerous and evolving cybersecurity threats [added: continue to] pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data.

RISKS RELATED TO THE [removed: PENDING] ACQUISITION OF CANTEL [removed: MEDICAL, CORP.][added: MEDICAL]

The [removed: mergers] [added: acquisition of Cantel] may not be [removed: accretive, and may be dilutive,] [added: as accretive] to STERIS’s earnings per share and cash flow from operations per share, which may negatively affect the market price of STERIS Shares.

The [removed: mergers] [added: acquisition] may not be [removed: accretive, and may be dilutive,] [added: as accretive] to STERIS’s earnings per share and cash flow from operations per share.

Any [removed: dilution of, or] decrease or delay of any accretion to, STERIS’s earnings per share or cash flow from operations per share could cause the price of the [removed: STERIS Shares] [added: STERIS's ordinary shares] to decline.

STERIS [added: has incurred and] will incur significant transaction and [removed: merger-related] [added: acquisition-related] costs in connection with the [removed: mergers,] [added: acquisition,] which may be in excess of those anticipated.

STERIS has incurred [removed: and will incur] substantial expenses in connection with the negotiation and completion of the [removed: transactions contemplated by the merger agreement.][added: acquisition of Cantel and related transactions.]

STERIS expects to continue to incur a number of non-recurring costs associated with [removed: completing the mergers and] combining the operations of [removed: the two companies] [added: STERIS] and [added: Cantel] achieving desired synergies.

[removed: Most of the] [added: The] non-recurring expenses [removed: will consist of transaction costs related to the mergers and] include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, [removed: fees paid to banks] and [removed: other financial institutions in conjunction with obtaining financing and other related costs,] severance and benefit [removed: costs and filing fees.][added: costs.]

STERIS will also incur [removed: transaction fees] and [added: has incurred] costs related to [removed: formulating and] implementing integration plans, costs to consolidate facilities and systems and employment-related costs.

[removed: STERIS will continue to assess the magnitude of these costs, and additional] [added: Additional] unanticipated costs may be incurred in the [removed: mergers and the] integration of the two companies’ businesses.

Although STERIS expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the [added: STERIS and Cantel] businesses, should allow STERIS to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

See the risk factor [removed: entitled] [added: titled] “The integration of Cantel into STERIS may not be as successful as anticipated” below.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating [removed: results of STERIS following the completion of the mergers.][added: results.]

We [removed: will incur] [added: incurred] a substantial amount of additional debt to complete the [removed: mergers.][added: acquisition.]

Our debt [removed: after completion of the mergers] [added: level] may limit our financial and business flexibility.

We [removed: intend to fund] [added: funded] the cash [removed: consideration] [added: portion] of the [removed: merger] [added: acquisition] consideration, as well as the refinancing, prepayment, replacement, redemption, repurchase, settlement upon conversion, discharge or defeasance of certain existing indebtedness of Cantel and its subsidiaries, transaction expenses, general corporate expenses and working capital needs, through the incurrence of approximately $2.1 billion of new indebtedness, which includes $1.350 billion of senior notes issued April 1, 2021 and a new delayed draw term loan agreement in the amount of $750 [removed: million to be borrowed upon completion of the mergers.][added: million.]

[removed: As of January 31, 2021, Cantel had] [added: We also refinanced or settled] approximately $1.0 billion of [added: Cantel's] long-term indebtedness, including convertible debt, outstanding.

As of March 31, [removed: 2021,] [added: 2022,] STERIS had approximately [removed: $1.7] [added: $2.9] billion of long-term indebtedness outstanding.

Our increased indebtedness [removed: after completion of the mergers] could have important consequences to [removed: shareholders of STERIS Shares, including Cantel Stockholders who receive STERIS Shares as a result of the mergers,] [added: our shareholders,] including increasing STERIS’s vulnerability to general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on [removed: its] indebtedness, thereby reducing [removed: its] [added: our] ability to use [removed: its] [added: our] cash flow to fund working capital, acquisitions, capital expenditures and general corporate [removed: requirements,] [added: matters,] including dividend payments and stock repurchases, limiting our flexibility in planning for, or reacting to, changes in its business and [removed: its] [added: our] industry and creating a disadvantage compared to our competitors with less indebtedness.

The [removed: mergers involve] [added: integration involves] numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses; and uncertainties related to design, operation and integration of Cantel’s internal control over financial reporting.

STERIS’s and Cantel’s existing businesses could also be negatively impacted by the [removed: mergers.][added: actions.]

| •the inability to successfully integrate the business of Cantel into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the [removed: mergers;] [added: acquisition;] | | |

Although the risks are organized by headings, and each risk is discussed separately, many are interrelated.

The current military conflict between Russia and Ukraine and its implications on U.S., Canadian and European Union relations with Russia could cause long term geopolitical and economic instability that may impact our future operating results.

In response to the military conflict between Russia and Ukraine that began in February 2022, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, announced targeted economic sanctions on Russia.

The long-term impact on our business resulting from the disruption of trade in the region caused by the conflict and associated sanctions and boycotts is uncertain at this time due to the fluid nature of the ongoing military conflict and response.

The potential impacts include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange and interest rates, increased inflationary pressure on raw materials and energy, and other risks including an elevated risk of

cybersecurity threats and the potential for further sanctions.

We have stopped operating in Russia and Belarus, which includes shipments to Customers and purchases of cobalt-60 from our Russian supplier.

Our operations located in the region did not represent a material portion of our consolidated assets or revenues.

A long-term disruption in cobalt-60 sourced from Russia may negatively impact gamma processing capacity or increase costs in certain portions of our AST operations but these impacts are not expected to be material to our AST segment and its results of operations.

Tax Risks

In response to the active conflict between Russian and Ukraine, we have stopped purchasing cobalt-60 from our Russian supplier.

A long-term disruption in cobalt-60 sourced from Russia may negatively impact gamma processing capacity or increase costs in certain portions of our AST operations but these impacts are not expected to be material to our AST segment and its results of operations.

Increases in costs of doing business may have a material adverse effect on our financial condition and results of operations.

While we have been the previous target of cyberattacks and security breaches, none of these attacks or breaches to date have had a material adverse effect on the Company.

We cannot guarantee that future cyberattacks, if successful, will not have a material effect on our business or financial results.

Furthermore, their has also been an increase in cyber incidents that appears to be associated with the Ukraine-Russia military conflict.

Net sales and profitability of our Dental segment are highly dependent on our relationships with a limited number of large distributors.

The distribution network in the U.S. dental industry is concentrated, with relatively few distributors of consumable products accounting for a significant share of the sales volume to dentists.

Historically, the top three Customers of Cantel's Dental segment accounted for more than 40.0% of its revenues.

The loss of a significant amount of business from any of these Customers would have a material adverse effect on our Dental segment.

In addition, because our Dental segment products are primarily sold through third-party distributors and not directly to end users, we cannot control the amount and timing of resources that our distributors devote to our products.

There can be no assurance that there will not be a loss or reduction in business from one or more of our major Customers.

In addition, we cannot assure that revenues from Customers that have accounted for significant revenues in the past, either individually or as a group, will reach or exceed historical levels in any future period.

Market Risks

Tax and Trade Risk

Competition

The market price of STERIS Shares may continue to fluctuate after the mergers.

Upon completion of the mergers, holders of Cantel Common Stock will become holders of STERIS Shares.

The market price of STERIS Shares may fluctuate significantly following completion of the mergers and holders could lose some or all of the value of their investment in STERIS Shares.

In addition, the stock market has experienced significant price and volume fluctuations in recent times, which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the STERIS Shares, regardless of STERIS’s actual operating performance.

Failure to complete the mergers or delays could negatively impact the price of STERIS Shares, as well as STERIS’s respective future business and financial results.

The anticipated completion date of the mergers is June 2, 2021.

However, the merger agreement contains conditions that remain to be satisfied or waived prior to the completion of the mergers.

There can be no assurance that the remaining conditions to the mergers will be so satisfied or waived.

If the conditions to the mergers are not satisfied or waived, STERIS and Cantel will be unable to complete the mergers and the merger agreement may be terminated.

Furthermore, the delay in the fulfillment of such conditions could result in unanticipated expenditures of funds and other resources and/or reduce the benefits of the acquisition of Cantel, even if ultimately consummated.

Many of these costs will be borne by STERIS even if the mergers are not completed.

Lawsuits have been filed against Cantel, STERIS and the members of the Cantel Board of Directors challenging the adequacy of the disclosures made in the proxy statement/prospectus and an adverse ruling in one or more of these lawsuits may prevent the mergers from being completed.

Lawsuits arising out of the mergers have been filed and may be filed in the future.

There can be no assurance that any of the defendants will be successful in the outcome of any potential future lawsuits.

A preliminary injunction could delay or jeopardize the completion of the mergers, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin the completion of the mergers.

Completion of the mergers will trigger change in control or other provisions in certain agreements to which Cantel is a party.

Completion of the mergers will trigger change in control or other provisions in certain agreements to which Cantel is a party.

To the extent STERIS and Cantel are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages.

Even if STERIS and Cantel are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Cantel.

Uncertainties associated with the mergers may cause a loss of management personnel and other employees, which could adversely affect the future business and operations of STERIS.

STERIS and Cantel are dependent on the experience and industry knowledge of their officers and other employees to execute their business plans.

Each company’s success until the mergers and our success after the mergers will depend in part upon our ability to retain management personnel and other employees.

Current and prospective employees may experience uncertainty about their roles following the mergers, which may have an adverse effect on our ability to attract or retain management and other personnel.

Accordingly, no assurance can be given that we will be able to attract or retain management, personnel and other employees that we would have previously been able to attract or retain.

The market price of STERIS Shares may decline in the future as a result of the sale of the STERIS Shares held by former Cantel Stockholders or current STERIS Shareholders.

Based on the number of shares of Cantel Common Stock outstanding as of February 28, 2021, we expect to issue approximately 14,300,000 STERIS Shares to Cantel Stockholders in the mergers.

Following their receipt of STERIS Shares as stock consideration in the mergers, former Cantel Stockholders may seek to sell STERIS Shares delivered to them.

Other STERIS Shareholders may also seek to sell STERIS Shares held by them.

These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of STERIS Shares, may affect the market for, and the market price of, STERIS Shares in an adverse manner.

As you read the MD&A, it may be helpful to refer to information in Item 1, [removed: “Business,” Item 6, “Selected Financial Data,” and our consolidated financial statements, which present the results of our operations for fiscal 2021, 2020 and 2019 as well as] [added: "Business",] Part I, Item 1A, [removed: “Risk Factors”] [added: "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.

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

Service revenues also include [removed: hospital sterilization services,] [added: outsourced reprocessing services and] instrument and scope repairs, [removed: and linen management] as well as revenues generated from contract sterilization and laboratory services offered through our Applied Sterilization Technologies segment.

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

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

WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative [removed: healthcare and] [added: healthcare,] life [removed: science] [added: sciences and dental] products and [removed: services around the globe.][added: services.]

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

We [added: now] operate and report [added: our financial information] in [removed: three] [added: four] reportable business segments: Healthcare, Applied Sterilization [removed: Technologies and] [added: Technologies,] Life [removed: Sciences.][added: Sciences and Dental.]

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 [removed: of] which are driving increased demand for many of our products and services.

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

Key Surgical [removed: is being] [added: has been] integrated into our Healthcare segment.

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

On January 4, 2021, we purchased the remaining outstanding shares of an [removed: equity investment that] [added: entity in which] we [added: had] initially made [added: an equity investment] in fiscal 2019.

The business [removed: is being] [added: has been] integrated into our Applied Sterilization Technologies business segment and we funded the transaction through a combination of cash on hand and credit facility borrowings.

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

[removed: Cantel] [added: Cantel, formerly headquartered in Little Falls, New Jersey, with approximately 3,700 employees,] is a global provider of infection prevention products and services primarily to endoscopy and dental Customers.

[removed: To date, we] [added: COVID-19 Pandemic. 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.

[removed: During fiscal 2021, in] [added: In] response to the [removed: to the] [added: COVID-19] pandemic, we implemented several measures that we believe helped us protect the health and safety of our employees, preserve liquidity and enhance our financial [removed: 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.][added: flexibility.]

[removed: We] [added: As a result, we] do not believe that [removed: these] [added: the COVID-19 pandemic or the] actions [added: we took in response to the pandemic] will negatively impact our long-term ability to generate revenues or meet existing and future financial obligations.

Highlights. Revenues increased [removed: $76.6] [added: $1,477.5] million, or [removed: 2.5%,] [added: 47.5%,] to [removed: $3,107.5] [added: $4,585.1] million for the year ended March 31, [removed: 2021,] [added: 2022,] as compared to [removed: $3,030.9] [added: $3,107.5] million for the year ended March 31, [removed: 2020.][added: 2021.]

The increase reflects [added: added volume of $1,073.1 million from Cantel and other recent acquisitions,] organic growth in the [added: Healthcare,] Applied Sterilization Technologies and Life Sciences segments and favorable fluctuations in [removed: currencies, which were partially offset by a decline in the Healthcare segment.][added: currencies.]

Our gross profit percentage [removed: decreased slightly] [added: increased] to [removed: 43.2%] [added: 44.0%] for fiscal [removed: 2021] [added: 2022] as compared to [removed: 43.6%] [added: 43.2%] for fiscal [removed: 2020.][added: 2021.]

[removed: The unfavorable] [added: Favorable] impact [removed: of] [added: from productivity (170 basis points), pricing (70 basis points), and the decline in COVID-19] incremental costs [removed: associated with COVID-19] (60 basis [removed: points),] [added: points) were partially offset by] unfavorable [added: impact from our recent acquisitions (80 basis points), material costs (70 basis points), inflation (50 basis points),] fluctuations in currencies (10 basis points) and mix and other adjustments [removed: (20 basis points), more than offset favorable pricing (50] [added: (10] basis points).

Fiscal [removed: 2021] [added: 2022] operating income [removed: increased 2.1%] [added: decreased 22.4%] to [removed: $548.4] [added: $425.6] million over fiscal [removed: 2020] [added: 2021] operating income of [removed: $537.0] [added: $548.4] million.

Net cash flows from operations were [removed: $689.6] [added: $684.8] million and free cash flow was [removed: $450.9] [added: $399.0] million in fiscal [removed: 2021] [added: 2022] compared to net cash flows from operations of [removed: $590.6] [added: $689.6] million and free cash flow of [removed: $380.2] [added: $450.9] million in fiscal [removed: 2020] [added: 2021] (see subsection of MD&A [removed: 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: 32.1% at March 31, 2022 and] 29.8% at March 31, 2021.

During the year, we increased our quarterly dividend for the [removed: fifteenth] [added: sixteenth] consecutive year to [removed: $0.40] [added: $0.43] per share per quarter.

Outlook. In fiscal [removed: 2022] [added: 2023] and beyond, we expect to continue to [added: realize incremental cost synergies as a result of the integration of Cantel,] manage our costs, grow our business with internal product and service development, invest in greater capacity, and augment these value creating methods with potential acquisitions of additional products and services.

The following table summarizes the calculation of our free cash flow for the years ended March 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| (dollars in thousands) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Net cash flows provided by operating activities | | | | | | $ | [removed: 689,640] [added: 684,811] | | | | | $ | [removed: 590,559] [added: 689,640] | | | | | | | |

| Purchases of property, plant, equipment and intangibles, net | | | | | | [removed: (239,262)] [added: (287,563)] | | | | | | [removed: (214,516)] [added: (239,262)] | | | | | | | | |

| Proceeds from the sale of property, plant, equipment and intangibles | | | | | | [removed: 569] [added: 1,741] | | | | | | [removed: 4,156] [added: 569] | | | | | | | | |

| Free cash flow | | | | | | $ | [removed: 450,947] [added: 398,989] | | | | | $ | [removed: 380,199] [added: 450,947] | | | | | | | |

In the following subsections, we discuss our [removed: earnings] [added: performance] and the factors affecting [removed: them.][added: it.]

FISCAL [removed: 2021] [added: 2022] AS COMPARED TO FISCAL [removed: 2020][added: 2021]

Revenues. The following table compares our revenues, in total and by type and geography, for the year ended March 31, [removed: 2021] [added: 2022] to the year ended March 31, [removed: 2020:][added: 2021:]

| (dollars in thousands) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | | | | | Change | | |

Revenues increased [removed: $76.6] [added: $1,477.5] million, or [removed: 2.5%,] [added: 47.5%,] to [removed: $3,107.5] [added: $4,585.1] million for the year ended March 31, [removed: 2021,] [added: 2022,] as compared to [removed: $3,030.9] [added: $3,107.5] million for the year ended March 31, [removed: 2020.][added: 2021.]

Service revenues for fiscal [removed: 2021] [added: 2022] increased [removed: $35.9] [added: $364.8] million, or [removed: 2.2%] [added: 21.9%] over fiscal [removed: 2020,] [added: 2021,] reflecting growth in the [added: Healthcare, Life Sciences and] Applied Sterilization Technologies [removed: and Life Sciences] business [removed: segments, which was partially offset by decline in the Healthcare business segment.][added: segments.]

STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention.

As a result of the acquisition of Cantel, we have reassessed the organization of our business and have added a new segment called Dental.

Acquisitions.

On June 2, 2021, we acquired all outstanding equity interests in Cantel Medical LLC ("Cantel") through a U.S. subsidiary.

The total consideration for Cantel Common Stock and stock equivalents was $3.6 billion.

We believe that the acquisition will strengthen STERIS’s leadership in infection prevention by bringing together two complementary businesses able to offer a broader set of Customers a more diversified selection of infection prevention, endoscopy and sterilization products and services.

Cantel’s Dental business extends our business into a new Customer segment where there is an increasing focus on infection prevention protocols and processes.

This business is reported as the Dental segment.

The rest of Cantel was integrated into our existing Healthcare and Life Sciences segments.

Additionally, the acquisition is expected to result in cost savings from optimizing global back-office infrastructure, leveraging best-demonstrated practices across locations and eliminating redundant public company costs.

The results of Cantel are only reflected in the results of operations and cash flows from June 2, 2021 forward, which will affect results of comparability to the prior period operations and cash flows.

In addition to the acquisition of Cantel, we completed three other tuck-in acquisitions during fiscal 2022, which continued to expand our product and service offerings in the Healthcare segment.

Total aggregate consideration for these transactions was approximately $3.1 million, net of cash acquired and including deferred consideration of $0.1 million.

Divestitures. In December 2021, we entered into an Asset Purchase Agreement to sell our Renal Care business to Evoqua Water Technologies Corp., for cash consideration of approximately $196.0 million, subject to certain potential adjustments, including a customary working capital adjustment and contingent consideration of $12.3 million.

We recognized a gain on the sale of $1.0 million.

The transaction closed on January 3, 2022.

We acquired the Renal Care business as part of the Cantel transaction, which closed on June 2, 2021, and had been integrated into STERIS's Healthcare segment.

The Renal Care business generated annual revenues of approximately $180.0 million.

The proceeds from the sale received at closing were used to repay outstanding debt.

We have successfully managed our liquidity throughout the COVID-19 pandemic and continue to invest in expansion projects as planned.

We obtained additional funding in the second half of fiscal 2021 to continue to advance our growth strategy to supplement organic growth with acquisitions.

For additional information on our risk factors related to the COVID-19 pandemic please refer to Item 1A.

titled, "Risk Factors."

These increases reflect added volume from Cantel and other recent acquisitions, organic growth in the Healthcare, Applied Sterilization Technologies and Life Sciences segments, and favorable fluctuations in currencies.

This decline was primarily due to additional acquisition and integration expenses and incremental amortization expense primarily related to the acquisition of Cantel.

Unplanned supply chain and inflation of approximately $45.0 million also contributed to the decline in fiscal 2022.

titled, "Non-GAAP Financial Measures" for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures).

The fiscal 2022 decrease in free cash flow was anticipated and was primarily due to costs associated with the acquisition and integration of Cantel and higher capital expenditures in fiscal 2022.

We anticipate continued supply chain and inflation pressures in fiscal 2023.

Please refer to "Information With Respect to Our Business In General" in Item 1."Business" to this Annual Report on Form 10-K.

The discussion of and factors affecting our performance for the year ended March 31, 2021 compared to the fiscal year ended March 31, 2020 is included in Item 7.

| Total revenues | | | | | | $ | 4,585,064 | | | | | $ | 3,107,519 | | | | | $ | 1,477,545 | | | | | 47.5 | | % |

| Service revenues | | | | | | 2,028,783 | | | | | | 1,663,979 | | | | | | 364,804 | | | | | | 21.9 | | % |

| Consumable revenues | | | | | | 1,607,101 | | | | | | 725,951 | | | | | | 881,150 | | | | | | 121.4 | | % |

| Capital equipment revenues | | | | | | 949,180 | | | | | | 717,589 | | | | | | 231,591 | | | | | | 32.3 | | % |

| Ireland revenues | | | | | | 82,011 | | | | | | 71,905 | | | | | | 10,106 | | | | | | 14.1 | | % |

| United States revenues | | | | | | 3,228,864 | | | | | | 2,227,038 | | | | | | 1,001,826 | | | | | | 45.0 | | % |

| Other foreign revenues | | | | | | 1,274,189 | | | | | | 808,576 | | | | | | 465,613 | | | | | | 57.6 | | % |

Consumable revenues for fiscal 2022 increased $881.2 million, or 121.4%, over fiscal 2021, reflecting growth in the Healthcare and Life Sciences segments and added volume from the addition of our new Dental segment.

These increases represent both organic growth and the impact of Cantel and our other recent acquisitions.

STERIS plc is a leading provider of infection prevention and other procedural products and services.

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.

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".

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.

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.

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.

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.

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").

This increase was primarily attributable to higher gross margin attainment.

Additional expenses from our recent acquisitions were partially offset by reduced selling, general, and administrative (“SG&A”) expenses during fiscal 2021, as certain expenses were suspended or decreased as a result of the COVID-19 pandemic.

The fiscal 2021 increases in cash flows from operations and free cash flow were primarily due to working capital improvements, somewhat offset by higher capital expenditures.

In this regard, we are working diligently on the closing of our acquisition of Cantel Medical, which we continue to expect to occur on June 2, 2021.

| Total revenues | | | | | | $ | 3,107,519 | | | | | $ | 3,030,895 | | | | | $ | 76,624 | | | | | 2.5 | | % |

| Service revenues | | | | | | 1,663,979 | | | | | | 1,628,107 | | | | | | 35,872 | | | | | | 2.2 | | % |

| Consumable revenues | | | | | | 725,951 | | | | | | 672,329 | | | | | | 53,622 | | | | | | 8.0 | | % |

| Capital equipment revenues | | | | | | 717,589 | | | | | | 730,459 | | | | | | (12,870) | | | | | | (1.8) | | % |

| Ireland revenues | | | | | | 71,905 | | | | | | 63,821 | | | | | | 8,084 | | | | | | 12.7 | | % |

| United States revenues | | | | | | 2,227,038 | | | | | | 2,211,722 | | | | | | 15,316 | | | | | | 0.7 | | % |

| Other foreign revenues | | | | | | 808,576 | | | | | | 755,352 | | | | | | 53,224 | | | | | | 7.0 | | % |

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

Capital equipment revenues for fiscal 2021 decreased by $12.9 million, or 1.8%, over fiscal 2020, reflecting decline in the Healthcare segment which was partially offset by growth in the Life Sciences business segment.

In the first quarter of fiscal 2021, we recognized $14.6 million of capital equipment revenues that were previously deferred (for more information regarding this change refer to Note 1 of the consolidated statements, titled "Nature of Operations and Summary of Significant Accounting Policies").

| Product | | | | | | $ | 678,464 | | | | | $ | 652,659 | | | | | $ | 25,805 | | | | | 4.0 | | % |

| Service | | | | | | 664,636 | | | | | | 667,337 | | | | | | (2,701) | | | | | | (0.4) | | % |

| Total gross profit | | | | | | $ | 1,343,100 | | | | | $ | 1,319,996 | | | | | $ | 23,104 | | | | | 1.8 | | % |

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

As of March 31, [removed: 2021,] [added: 2022,] we had [removed: $860.3] [added: $2,199.7] million in fixed rate senior notes outstanding.

As of March 31, [removed: 2021,] [added: 2022,] we had [removed: $247.4] [added: $58.9] million in outstanding borrowings under our Credit Agreement which are exposed to changes in interest rates.

Note [removed: 19] [added: 18] to our consolidated financial statements titled, “ Reclassifications out of Accumulated Other Comprehensive Income (Loss),” contains additional information about the impact of translation on accumulated other comprehensive income (loss) and equity.

Since we operate internationally and approximately 30% of our revenues and [removed: 40%] [added: 30%] of our cost of revenues are generated outside the United States, foreign currency exchange rate fluctuations can significantly impact our financial position, results of operations, and competitive position.

At March 31, [removed: 2021,] [added: 2022,] we held a foreign currency forward contract to [removed: buy 41.5] [added: sell 11.0] million [removed: British pounds.][added: euros.]

At March 31, [removed: 2021,] [added: 2022,] we held commodity swap contracts to buy [removed: 768.0] [added: 801.6] thousand pounds of nickel.

WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative [removed: healthcare and] [added: healthcare,] life [removed: science] [added: sciences and dental] products and [removed: services around the globe.][added: services.]

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

We operate [added: our business] and report our financial information in [removed: three] [added: four] reportable business segments: Healthcare, Applied Sterilization [removed: Technologies and] [added: Technologies,] Life [removed: Sciences.][added: Sciences and Dental.]

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 [removed: of] which are driving increased demand for many of our products and services.

[removed: To date, we] [added: 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.

[removed: During fiscal 2021, in] [added: In] response to the [removed: to the] [added: COVID-19] pandemic, we implemented several measures that we believe helped us protect the health and safety of our employees, preserve liquidity and enhance our financial [removed: 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.][added: flexibility.]

[removed: We] [added: As a result, we] do not believe that [removed: these] [added: the COVID-19 pandemic or the] actions [added: we took in response to the pandemic] 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, [added: we cannot predict] the [removed: full] impact [removed: to] [added: that another significant wave of disruption would have on] our results of operations and financial [removed: position cannot be reasonably estimated at this time.][added: position.]

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

[removed: Cantel] [added: Cantel, formerly headquartered in Little Falls, New Jersey, with approximately 3,700 employees,] is a global provider of infection prevention products and services primarily to endoscopy and dental Customers.

Products Offered. Our products include cleaning chemistries and sterility assurance products, [added: automated endoscope reprocessing systems and tracking 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 segment service [removed: associates] [added: employees] install, maintain, upgrade, repair, and troubleshoot capital equipment throughout the world.

For the year ended March 31, [removed: 2021,] [added: 2022,] no Customer represented more than 10% of the Healthcare Product segment's total revenues.

On a service line basis, competitors include [added: Agiliti,] BBraun, Berendsen plc, CleanLease (Clean Lease Fortex), [removed: Karl Storz,] Mobile, Northfield, Olympus, Owens & Minor, Pentax, Rentex Awé and Rentex Floren and Sterilog Limited.

Description of Business. Our Applied Sterilization Technologies ("AST") segment [removed: provides] [added: is a third-party service provider for] contract [removed: sterilization and] [added: sterilization, as well as] testing services [added: needed to validate sterility services] for medical device and pharmaceutical manufacturers.

For the year ended March 31, [removed: 2021,] [added: 2022,] no Customer represented more than 10% of the segment’s revenues.

Services Offered. Our Life Sciences segment service [removed: associates] [added: employees] install, maintain, upgrade, repair, and troubleshoot equipment throughout the world.

For the year ended March 31, [removed: 2021,] [added: 2022,] no Customer represented more than 10% of the Life Sciences segment’s total revenues.

These raw materials and supplies are generally available from several suppliers and in sufficient [removed: quantities that we do not currently expect any significant sourcing problems in fiscal 2022.][added: quantities.]

We have long-term supply contracts for certain materials for which there are few suppliers, or those that are single-sourced in certain regions of the world, such as [removed: EO] [added: ethylene oxide ("EO")] and cobalt-60, which are necessary to our AST operations.

As of March 31, [removed: 2021,] [added: 2022,] we held approximately [removed: 450] [added: 566] United States patents and approximately [removed: 1,780] [added: 2,346] in other jurisdictions and had approximately [removed: 140] [added: 188] United States patent applications and [removed: 335] [added: 428] patent applications pending in other jurisdictions.

As of March 31, [removed: 2021,] [added: 2022,] we had a total of approximately [removed: 1,670] [added: 2,463] trademark registrations worldwide.

In the United States, the [removed: United States] Food and Drug Administration (“FDA”), the [removed: United States] Environmental Protection Agency (“EPA”), the [removed: United States] [added: Occupational Safety and Health Administration ("OSHA"), the] Nuclear Regulatory Commission (“NRC”), and other governmental authorities regulate the development, manufacture, sale, and distribution of our products and services.

Government regulations [removed: include] [added: require] detailed inspection of, and controls over, research and development, clinical investigations, product approvals and manufacturing, marketing and promotion, sampling, distribution, record-keeping, storage, and disposal practices.

If we fail to comply with any applicable regulatory requirements, [removed: sanctions] [added: penalties] could be imposed on us.

For more information about the risks we face regarding regulatory requirements, see Part I, Item 1A of this Annual Report titled, "Risk [removed: Factors".][added: Factors." We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations.]

In the past, we have received warning letters, paid civil penalties, conducted product recalls and field corrections, and been subject to other regulatory [removed: sanctions.][added: penalties.]

In addition to research and development, we invest in quality control, Customer [added: training] programs, distribution systems, technical services, and other information services.

[removed: Employees.] [added: Employees by Segment.] As of March 31, [removed: 2021,] [added: 2022,] we had [removed: approximately 13,000] [added: over 16,000] employees throughout the world including certain locations subject to [added: work council representation and five] collective bargaining [removed: agreements and works council representation.][added: agreements.]

We also contract with distributors and [removed: dealers in select markets.][added: dealers.]

We cannot assure you that these patterns will [added: not] continue.

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

Of this amount, [removed: $170.1] [added: $423.6] million and [removed: $72.4] [added: $104.7] million related to our Healthcare and Life Sciences segments, respectively.

The following table presents certain information regarding our executive officers at March 31, [removed: 2021.][added: 2022.]

| Karen L. Burton | | | | | | [removed: 53] [added: 54] | | | | | | Vice President, Controller and Chief Accounting Officer | | |

| Daniel A. Carestio | | | | | | [removed: 48] [added: 49] | | | | | | [removed: Senior Vice] President and Chief [removed: Operating] [added: Executive] Officer | | |

| Julia K. Madsen | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President, Life Sciences | | |

| Cary L. Majors | | | | | | [removed: 46] [added: 47] | | | | | | Senior Vice President, [removed: North America] [added: Americas] Commercial Operations | | |

| Renato G. Tamaro | | | | | | [removed: 52] [added: 53] | | | | | | Vice President and Corporate Treasurer | | |

| Michael J. Tokich | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President and Chief Financial Officer | | |

STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention.

On June 2, 2021, we acquired all outstanding equity interests in Cantel Medical LLC ("Cantel") through a U.S. subsidiary.

We believe that the acquisition will strengthen STERIS’s leadership in infection prevention by bringing together two complementary businesses able to offer a broader set of Customers a more diversified selection of infection prevention, endoscopy and sterilization products and services.

Cantel’s Dental business extends our business into a new Customer segment where there is an increasing focus on infection prevention protocols and processes.

This business is reported as the Dental segment.

The rest of Cantel was integrated into our existing Healthcare and Life Sciences segments.

Additionally, the acquisition is expected to result in cost savings from optimizing global back-office infrastructure, leveraging best-demonstrated practices across locations and eliminating redundant public company costs.

We have successfully managed our liquidity throughout the COVID-19 pandemic and continue to invest in expansion projects as planned.

We obtained additional funding in the second half of fiscal 2021 to continue to advance our growth strategy to supplement organic growth with acquisitions.

Description of Business. Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as operating rooms and endoscopy suites.

Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment; to the repair of re-usable procedural instruments; to outsourced instrument reprocessing services.

In addition, our procedural solutions also include single-use devices and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas.

On a product basis, competitors include 3M, Baxter, Boston Scientific, Belimed, Ecolab, ERBE, Fortive, Getinge, Karl Storz, Metrex, Olympus, Ruhof, SteelCo, Stryker, Skytron and Wassenburg.

Our technology-neutral offering supports Customers every step of the way, from testing through sterilization.

Description of Business. Our Life Sciences segment provides a comprehensive offering of products and services that support pharmaceutical manufacturing, primarily for vaccine and other biopharma Customers focused on aseptic manufacturing.

These solutions include a full suite of consumable products, equipment maintenance and specialty services, and capital equipment.

DENTAL SEGMENT

Description of Business. As a result of the acquisition of Cantel, we reassessed the organization of our business and have added a new segment called Dental.

Our Dental segment provides a comprehensive offering for dental practitioners and dental schools, offering instruments, infection prevention consumables and instrument management systems.

Products Offered. Our products include hand and powered dental instruments, infection control products, personal protective equipment and water quality products for the dental suite.

Customer Concentration. Our dental products are sold globally to wholesale Customers and directly to end users in many countries.

Our wholesale Customers primarily include major healthcare distributors, with some group purchasing organizations and buying co-operatives that sell our products to dental practices, medical facilities, veterinary clinics, and government and educational institutions.

The majority of our dental products are sold under our brand names, but we also supply private label products for several of our Customers.

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

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

These three Customers collectively accounted for approximately 45.1% of our Dental segment revenues for the year ended March 31, 2022.

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 product offerings.

On a product basis, competitors include 3M, Amcor, ASP, Braun/Aesculap, Danaher/Sybron, Dentsply/Sultan Healthcare, J&J/Ethicon, Halyard Health, LM Dental, Medicom, Porter Instrument, ProEdge, Sterisil, Young Dental, and less expensive products from Asia and other lower cost manufacturing locations.

However, in fiscal 2022 we have experienced delays in receiving materials and significant cost increases that we expect will continue in fiscal 2023.

We do not currently expect any significant disruption to our operations due to sourcing problems in fiscal 2023.

In response to the active conflict between Russian and Ukraine, we have stopped purchasing cobalt-60 from our Russian supplier.

A long-term disruption in cobalt-60 sourced from Russia may negatively impact gamma processing capacity or increase costs in certain portions of our AST operations but these impacts are not expected to be material to our AST segment and its results of operations.

For additional information about the risks we face concerning the conflict between Russia and Ukraine, see Part I, Item 1A of this Annual Report titled, "Risk Factors."

Inflation. Historically, our business has not been significantly impacted by the overall effects of inflation.

However during fiscal 2022, we experienced a rise in supply chain and labor costs and anticipate continued supply chain and inflation pressure in fiscal 2023.

We monitor the prices we charge for our products and services on an ongoing basis and plan to adjust those prices to take into account future changes in the rate of inflation.

At March 31, 2022, we had a backlog, excluding Cantel, of $528.3 million.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

Introduction

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

STERIS plc is a leading provider of infection prevention and other procedural products and services.

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.

STERIS plc's registered office is located in Dublin, Ireland.

STERIS plc has approximately 13,000 employees worldwide.

Through our field sales and service and a network of dealers and distributors, we serve Customers in more than 100 countries around the world.

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

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.

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.

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.

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

Description of Business. Our Healthcare segment offers infection prevention and procedural products and services for healthcare providers worldwide, including consumable products, equipment maintenance and installation services, and capital equipment.

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

Our Healthcare segment also provides a range of 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.

On a product basis, competitors include 3M, Belimed, Cantel Medical, Ecolab, Getinge, Hill-Rom, Fortive, Stryker and Skytron.

Our Customers are primarily medical device and pharmaceutical manufacturers.

Description of Business. Our Life Sciences segment designs, manufactures and sells consumable products, equipment maintenance, specialty services and capital equipment primarily to pharmaceutical manufacturers around the world.

We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations.

We believe we generally have good relations with our employees.

At March 31, 2020, we had backlog orders of $242.5 million.

| Walter M Rosebrough, Jr. | | | | | | 67 | | | | | | President and Chief Executive Officer | | |

She served as Vice President, Corporate Controller from May 2008 to January 2017.

Mr. Carestio is also a director of STERIS plc.

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.

Walter M Rosebrough, Jr. serves as President and Chief Executive Officer.

He assumed this role when he joined STERIS in October 2007.

Mr. Rosebrough is also a Director of STERIS plc and Varex Imaging Corporation.

Strategy and Overview

Employees by Segment

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

Diversity

cross-section of our communities who understand their markets, and in doing so we continue to create a competitive advantage for STERIS.

STERIS has annual training on Anti-Harassment, and has provided training on Creating and Inclusive Environment and Unconscious Bias.

For the fiscal year ended March 31, [removed: 2021][added: 2022]

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of [removed: September,] [added: September] 30, [removed: 2020] [added: 2021] was [removed: $14,957.7] [added: $20,355.0] million.

The number of Ordinary Shares outstanding as of May [removed: 21, 2021: 85,369,640][added: 25, 2022: 100,080,052]

Portions of the Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting – Part III

| Item 1 | | | | | | Business | | | [removed: [3](#i41d664488c084f95afcda32b0b54db52_13)] [added: [3](#i855b88f0802a438ea74c4b4b61bd42b8_13)] | | |

| | | | | | | Information Related to Business Segments | | | [removed: [4](#i41d664488c084f95afcda32b0b54db52_19)] [added: [4](#i855b88f0802a438ea74c4b4b61bd42b8_19)] | | |

| | | | | | | Information with Respect to Our Business in General | | | [removed: [5](#i41d664488c084f95afcda32b0b54db52_22)] [added: [5](#i855b88f0802a438ea74c4b4b61bd42b8_22)] | | |

| Item 1A | | | | | | Risk Factors | | | [removed: [11](#i41d664488c084f95afcda32b0b54db52_25)] [added: [14](#i855b88f0802a438ea74c4b4b61bd42b8_25)] | | |

| Item 1B | | | | | | Unresolved Staff Comments | | | [removed: [21](#i41d664488c084f95afcda32b0b54db52_28)] [added: [23](#i855b88f0802a438ea74c4b4b61bd42b8_28)] | | |

| Item 2 | | | | | | Properties | | | [removed: [21](#i41d664488c084f95afcda32b0b54db52_31)] [added: [23](#i855b88f0802a438ea74c4b4b61bd42b8_31)] | | |

| Item 3 | | | | | | [Legal [removed: Proceedings](#i41d664488c084f95afcda32b0b54db52_34)] [added: Proceedings](#i855b88f0802a438ea74c4b4b61bd42b8_34)] | | | [removed: [22](#i41d664488c084f95afcda32b0b54db52_34)] [added: [25](#i855b88f0802a438ea74c4b4b61bd42b8_34)] | | |

| Item 4 | | | | | | Mine Safety Disclosures | | | [removed: [22](#i41d664488c084f95afcda32b0b54db52_37)] [added: [25](#i855b88f0802a438ea74c4b4b61bd42b8_37)] | | |

| Item 5 | | | | | | Market for Registrant’s [removed: Common] [added: Ordinary] Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | | | [removed: [23](#i41d664488c084f95afcda32b0b54db52_43)] [added: [26](#i855b88f0802a438ea74c4b4b61bd42b8_43)] | | |

| Item 7 | | | | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [25](#i41d664488c084f95afcda32b0b54db52_49)] [added: [28](#i855b88f0802a438ea74c4b4b61bd42b8_49)] | | |

| | | | | | | Financial Measures | | | [removed: [25](#i41d664488c084f95afcda32b0b54db52_55)] [added: [28](#i855b88f0802a438ea74c4b4b61bd42b8_55)] | | |

| | | | | | | Revenues-Defined | | | [removed: [26](#i41d664488c084f95afcda32b0b54db52_58)] [added: [29](#i855b88f0802a438ea74c4b4b61bd42b8_58)] | | |

| | | | | | | [General Overview [removed: &] [added: and] Executive [removed: Summary](#i41d664488c084f95afcda32b0b54db52_61)] [added: Summary](#i855b88f0802a438ea74c4b4b61bd42b8_61)] | | | [removed: [26](#i41d664488c084f95afcda32b0b54db52_61)] [added: [29](#i855b88f0802a438ea74c4b4b61bd42b8_61)] | | |

| | | | | | | [Non-GAAP Financial [removed: Measures](#i41d664488c084f95afcda32b0b54db52_64)] [added: Measures](#i855b88f0802a438ea74c4b4b61bd42b8_64)] | | | [removed: [29](#i41d664488c084f95afcda32b0b54db52_64)] [added: [32](#i855b88f0802a438ea74c4b4b61bd42b8_64)] | | |

| | | | | | | Results of Operations | | | [removed: [29](#i41d664488c084f95afcda32b0b54db52_67)] [added: [32](#i855b88f0802a438ea74c4b4b61bd42b8_67)] | | |

| | | | | | | Liquidity and Capital Resources | | | [removed: [34](#i41d664488c084f95afcda32b0b54db52_70)] [added: [37](#i855b88f0802a438ea74c4b4b61bd42b8_70)] | | |

| | | | | | | Capital Expenditures | | | [removed: [38](#i41d664488c084f95afcda32b0b54db52_73)] [added: [42](#i855b88f0802a438ea74c4b4b61bd42b8_73)] | | |

| | | | | | | [Supplemental Guarantor Financial [removed: Information](#i41d664488c084f95afcda32b0b54db52_79)] [added: Information](#i855b88f0802a438ea74c4b4b61bd42b8_79)] | | | [removed: [39](#i41d664488c084f95afcda32b0b54db52_79)] [added: [43](#i855b88f0802a438ea74c4b4b61bd42b8_79)] | | |

| | | | | | | [Critical Accounting [removed: Policies, Estimates, a](#i41d664488c084f95afcda32b0b54db52_2132)[nd](#i41d664488c084f95afcda32b0b54db52_2132) [Assumptions](#i41d664488c084f95afcda32b0b54db52_2132)] [added: Estimates and Assumptions](#i855b88f0802a438ea74c4b4b61bd42b8_82)] | | | [removed: [41](#i41d664488c084f95afcda32b0b54db52_2132)] [added: [45](#i855b88f0802a438ea74c4b4b61bd42b8_82)] | | |

| | | | | | | Forward-Looking Statements | | | [removed: [46](#i41d664488c084f95afcda32b0b54db52_88)] [added: [50](#i855b88f0802a438ea74c4b4b61bd42b8_91)] | | |

| Item 7A | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [48](#i41d664488c084f95afcda32b0b54db52_91)] [added: [51](#i855b88f0802a438ea74c4b4b61bd42b8_94)] | | |

| | | | | | | Interest Rate Risk | | | [removed: [48](#i41d664488c084f95afcda32b0b54db52_94)] [added: [51](#i855b88f0802a438ea74c4b4b61bd42b8_97)] | | |

| | | | | | | Foreign Currency Risk | | | [removed: [48](#i41d664488c084f95afcda32b0b54db52_97)] [added: [51](#i855b88f0802a438ea74c4b4b61bd42b8_100)] | | |

| Item 8 | | | | | | Financial Statements and Supplementary Data | | | [removed: [49](#i41d664488c084f95afcda32b0b54db52_103)] [added: [52](#i855b88f0802a438ea74c4b4b61bd42b8_106)] | | |

| Item 9 | | | | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [103](#i41d664488c084f95afcda32b0b54db52_208)] [added: [103](#i855b88f0802a438ea74c4b4b61bd42b8_214)] | | |

| Item 9A | | | | | | Controls and Procedures | | | [removed: [103](#i41d664488c084f95afcda32b0b54db52_211)] [added: [103](#i855b88f0802a438ea74c4b4b61bd42b8_217)] | | |

| Item 9B | | | | | | Other Information | | | [removed: [105](#i41d664488c084f95afcda32b0b54db52_214)] [added: [105](#i855b88f0802a438ea74c4b4b61bd42b8_220)] | | |

| Item 10 | | | | | | Directors, Executive Officers and Corporate Governance | | | [removed: [106](#i41d664488c084f95afcda32b0b54db52_220)] [added: [106](#i855b88f0802a438ea74c4b4b61bd42b8_226)] | | |

| Item 11 | | | | | | Executive Compensation | | | [removed: [106](#i41d664488c084f95afcda32b0b54db52_223)] [added: [106](#i855b88f0802a438ea74c4b4b61bd42b8_229)] | | |

| Item 12 | | | | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [106](#i41d664488c084f95afcda32b0b54db52_226)] [added: [106](#i855b88f0802a438ea74c4b4b61bd42b8_232)] | | |

| Item 13 | | | | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [106](#i41d664488c084f95afcda32b0b54db52_229)] [added: [106](#i855b88f0802a438ea74c4b4b61bd42b8_235)] | | |

| Item 14 | | | | | | Principal Accountant Fees and Services | | | [removed: [106](#i41d664488c084f95afcda32b0b54db52_232)] [added: [106](#i855b88f0802a438ea74c4b4b61bd42b8_238)] | | |

| Item 15 | | | | | | Exhibits and Financial Statement Schedule | | | [removed: [107](#i41d664488c084f95afcda32b0b54db52_238)] [added: [107](#i855b88f0802a438ea74c4b4b61bd42b8_244)] | | |

Throughout this Annual Report, [removed: references to] STERIS [removed: plc, "STERIS," "us," or "our," mean STERIS Ireland and its subsidiaries for periods from and after the Redomiciliation and STERIS UK] [added: plc] and its subsidiaries [removed: for periods prior to the Redomiciliation (as such terms] [added: together] are [removed: hereinafter defined),] [added: called "STERIS," "the Company," "we," "us," or "our,"] unless otherwise noted.

For example, fiscal year [removed: 2021] [added: 2022] ended on March 31, [removed: 2021.][added: 2022.]

| | | | | | | Introduction | | | [3](#i855b88f0802a438ea74c4b4b61bd42b8_16) | | |

| Item 6 | | | | | | [Re](#i855b88f0802a438ea74c4b4b61bd42b8_46)[served](#i855b88f0802a438ea74c4b4b61bd42b8_46) | | | [27](#i855b88f0802a438ea74c4b4b61bd42b8_46) | | |

| | | | | | | Introduction | | | [28](#i855b88f0802a438ea74c4b4b61bd42b8_52) | | |

| | | | | | | [Material](#i855b88f0802a438ea74c4b4b61bd42b8_76) [Future Cash Obligations a](#i855b88f0802a438ea74c4b4b61bd42b8_76)[nd Commercial Commitments](#i855b88f0802a438ea74c4b4b61bd42b8_76) | | | [42](#i855b88f0802a438ea74c4b4b61bd42b8_76) | | |

| | | | | | | Commodity Risk | | | [51](#i855b88f0802a438ea74c4b4b61bd42b8_103) | | |

| Item 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#i855b88f0802a438ea74c4b4b61bd42b8_2087) | | | [105](#i855b88f0802a438ea74c4b4b61bd42b8_2087) | | |

| Item 16 | | | | | | [Form 10-K Summary](#i855b88f0802a438ea74c4b4b61bd42b8_2082) | | | [111](#i855b88f0802a438ea74c4b4b61bd42b8_2082) | | |

| | | | | | | Signatures | | | [112](#i855b88f0802a438ea74c4b4b61bd42b8_247) | | |

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

| Item 6 | | | | | | Selected Financial Data | | | [24](#i41d664488c084f95afcda32b0b54db52_46) | | |

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

| | | | | | | Contractual and Commercial Commitments | | | [38](#i41d664488c084f95afcda32b0b54db52_76) | | |

| | | | | | | Recently Issued Accounting Standards Impacting the Company | | | [46](#i41d664488c084f95afcda32b0b54db52_82) | | |

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

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

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

The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, [removed: 2021.][added: 2022.]

[removed: The Company] is confident that, if needed, it will be able to acquire additional facilities at commercially reasonable rates.

The Company owns [removed: 43] [added: 52] and leases [removed: 11] [added: 12] 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: 90] [added: 150] locations representing sales, administrative and operational locations in the U.S. and over [removed: 20] [added: 25] 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, Applied Sterilization and Life Sciences] segments, which are disclosed in the following table:

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

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

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

The Company

| Des Plaines, IL | | | | | | U.S. | | | | | | Owned | | |

| Rush, NY | | | | | | U.S. | | | | | | Owned | | |

| Chicago, IL | | | | | | U.S. | | | | | | Leased | | |

| Conroe, TX | | | | | | U.S. | | | | | | Owned | | |

| Plymouth, MN | | | | | | U.S. | | | | | | Owned/Leased | | |

| Sharon, PA | | | | | | U.S. | | | | | | Owned | | |

| Lawrenceville, GA | | | | | | U.S. | | | | | | Leased | | |

| West Chicago, IL | | | | | | U.S. | | | | | | Leased | | |

| Santa Fe Springs, CA | | | | | | U.S. | | | | | | Leased | | |

| Phoenix, AZ | | | | | | U.S. | | | | | | Leased | | |

| Stratford, CT | | | | | | U.S. | | | | | | Leased | | |

| Fidenza, Italy | | | | | | INTL | | | | | | Leased | | |

| Pomezia, Italy | | | | | | INTL | | | | | | Owned | | |

| Tuttlingen, Germany | | | | | | INTL | | | | | | Leased | | |

Holders. As of March 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 1,204] [added: 403] holders of record of our ordinary shares.

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

As of March 31, [removed: 2021,] [added: 2022,] there was approximately [removed: $333.9] [added: $308.9] million (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program.

From [removed: the start of fiscal 2021] [added: February 14, 2022,] through [removed: April 9, 2020,] [added: March 31, 2022,] we repurchased [removed: 35,000] [added: 108,368] of our ordinary shares for the aggregate amount of [removed: $5.0] [added: $25.0] million (net of [added: taxes,] fees and commissions) pursuant to the authorizations.

During fiscal [removed: 2021,] [added: 2022,] we obtained [removed: 91,567] [added: 244,395] of our ordinary shares in the aggregate amount of [removed: $9.6] [added: $30.8] million in connection with share based compensation award programs.

The following table presents information with respect to purchases STERIS made of its ordinary shares during the fourth quarter of fiscal year [removed: 2021:][added: 2022:]

(1) Does not include [removed: 8] [added: 5] shares purchased during the quarter at an average price of [removed: $184.59] [added: $235.63] 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.

The suspension was lifted effective February 10, 2022, enabling the Company to resume stock repurchases pursuant to the prior authorizations.

| February 1-28 | | | | | | 50,000 | | | | | | 229.59 | | | | | | 50,000 | | | | | | 322,452 | | |

| March 1-31 | | | | | | 58,368 | | | | | | 231.64 | | | | | | 58,368 | | | | | | 308,932 | | |

| Total | | | | | | 108,368 | | | (1) | | | $ | 230.69 | | (1) | | | 108,368 | | | | | | $ | 308,932 | |

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

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

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

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

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

| | | | | | | Years Ended March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (in thousands, except per share data) | | | | | | 2021 (1) | | | | | | 2020 (1) (3) | | | | | | 2019 (2) (3) | | | | | | 2018 (2) (3) | | | | | | 2017 (2) (3) | | |

| Statements of Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | $ | 3,107,519 | | | | | $ | 3,030,895 | | | | | $ | 2,782,170 | | | | | $ | 2,619,996 | | | | | $ | 2,612,756 | |

| Gross profit | | | | | | 1,343,100 | | | | | | 1,319,996 | | | | | | 1,174,986 | | | | | | 1,092,746 | | | | | | 1,026,213 | | |

| Restructuring expenses | | | | | | (2,914) | | | | | | 673 | | | | | | 30,987 | | | | | | 103 | | | | | | 215 | | |

| Income from continuing operations | | | | | | 548,368 | | | | | | 537,046 | | | | | | 411,024 | | | | | | 399,883 | | | | | | 226,206 | | |

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

| Net income attributable to shareholders | | | | | | 397,400 | | | | | | 407,659 | | | | | | 303,721 | | | | | | 290,915 | | | | | | 109,965 | | |

| Basic income per ordinary share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 4.66 | | | | | $ | 4.81 | | | | | $ | 3.59 | | | | | $ | 3.42 | | | | | $ | 1.29 | |

| Shares used in computing net income per ordinary share – basic | | | | | | 85,203 | | | | | | 84,778 | | | | | | 84,577 | | | | | | 85,028 | | | | | | 85,473 | | |

| Diluted income per ordinary share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 4.63 | | | | | $ | 4.76 | | | | | $ | 3.55 | | | | | $ | 3.39 | | | | | $ | 1.28 | |

| Shares used in computing net income per ordinary share – diluted | | | | | | 85,898 | | | | | | 85,641 | | | | | | 85,468 | | | | | | 85,713 | | | | | | 86,094 | | |

| Dividends per ordinary share | | | | | | $ | 1.57 | | | | | $ | 1.45 | | | | | $ | 1.33 | | | | | $ | 1.21 | | | | | $ | 1.09 | |

| Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | |

| Long-term indebtedness | | | | | | 1,650,540 | | | | | | 1,150,521 | | | | | | 1,183,227 | | | | | | 1,316,001 | | | | | | 1,478,361 | | |

| 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 | | |

(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(2) As a result of our adoption of ASU 2017-07, prior year amounts on our Consolidated Statements of Income have been reclassified to retroactively apply the components of the net periodic benefit cost of our defined benefit pension plans and our other post-retirements benefit plan.

(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.

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

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i41d664488c084f95afcda32b0b54db52_106)] [added: Firm (PCAOB ID:](#i855b88f0802a438ea74c4b4b61bd42b8_109)42[)](#i855b88f0802a438ea74c4b4b61bd42b8_109)] | | | [removed: [50](#i41d664488c084f95afcda32b0b54db52_106)] | | | [added: [53](#i855b88f0802a438ea74c4b4b61bd42b8_109) | | |]

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

| | | | Consolidated Balance Sheets | | | [removed: [53](#i41d664488c084f95afcda32b0b54db52_109)] | | | [added: [56](#i855b88f0802a438ea74c4b4b61bd42b8_112) | | |]

| | | | Consolidated Statements of Income | | | [removed: [54](#i41d664488c084f95afcda32b0b54db52_115)] | | | [added: [57](#i855b88f0802a438ea74c4b4b61bd42b8_118) | | |]

| | | | Consolidated Statements of Comprehensive Income | | | [removed: [55](#i41d664488c084f95afcda32b0b54db52_118)] | | | [added: [58](#i855b88f0802a438ea74c4b4b61bd42b8_121) | | |]

| | | | Consolidated Statements of Cash Flows | | | [removed: [56](#i41d664488c084f95afcda32b0b54db52_124)] | | | [added: [59](#i855b88f0802a438ea74c4b4b61bd42b8_127) | | |]

| | | | Consolidated Statements of Shareholders’ Equity | | | [removed: [57](#i41d664488c084f95afcda32b0b54db52_127)] | | | [added: [60](#i855b88f0802a438ea74c4b4b61bd42b8_130) | | |]

| | | | Notes to Consolidated Financial Statements | | | [removed: [58](#i41d664488c084f95afcda32b0b54db52_133)] | | | [added: [61](#i855b88f0802a438ea74c4b4b61bd42b8_136) | | |]

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

| | | | Schedule II – Valuation and Qualifying Accounts | | | [removed: [102](#i41d664488c084f95afcda32b0b54db52_205)] | | | [added: [102](#i855b88f0802a438ea74c4b4b61bd42b8_211) | | |]

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

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 28, 2021] [added: 31, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | Valuation of [added: the Dental and Healthcare] customer relationships intangible [removed: asset] [added: assets] related to the [removed: Key Surgical] [added: Cantel] acquisition | | |

| | | | As discussed in Note [removed: 18] [added: 2] to the consolidated financial statements, on [removed: November 18, 2020,] [added: June 2, 2021,] the Company acquired all of the outstanding units and equity of [removed: Key Surgical, LLC (“Key Surgical”)] [added: Cantel Medical Corp. (“Cantel”)] for [removed: $853 million, net of] cash [removed: acquired.] [added: and ordinary shares equaling approximately $3.6 billion.] The acquisition of [removed: Key Surgical] [added: Cantel] 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 [removed: $315 million] [added: $2.3 billion] of the purchase price to the fair value of the acquired [added: Dental and Healthcare] customer relationships intangible [removed: asset.] [added: assets.] The purchase price allocation for [removed: Key Surgical] [added: Cantel] 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 [added: Dental and Healthcare] customer relationships intangible [removed: asset] [added: assets] in the [removed: Key Surgical] [added: Cantel] 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 [removed: asset] [added: assets] 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 [removed: rates.] [added: rate.] 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 [added: Dental and Healthcare] customer relationships intangible [removed: asset,] [added: assets,] 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 [added: Dental and Healthcare] customer relationships intangible [removed: asset,] [added: assets,] 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 [removed: asset] [added: assets] and compared the significant assumptions to current industry, [removed: market] [added: 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 [added: Dental and Healthcare] customer relationship intangible [removed: asset,] [added: assets,] including the forecasted revenue growth rates, forecasted profit margins, and customer attrition [removed: rate.] [added: rates.] | | |

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

| March 31, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Assets | | | | | | | | | | | | [removed: (as adjusted)*] | | |

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

| Accounts receivable (net of allowances of [removed: $11,355] [added: $24,371] and [removed: $12,051,] [added: $11,355,] respectively) | | | | | | [removed: 609,406] [added: 799,041] | | | | | | [removed: 586,481] [added: 609,406] | | |

| Inventories, net | | | | | | [removed: 315,067] [added: 574,999] | | | | | | [removed: 263,544] [added: 315,067] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 66,750] [added: 156,637] | | | | | | [removed: 54,430] [added: 66,750] | | |

| Total current assets | | | | | | [removed: 1,211,754] [added: 1,878,997] | | | | | | [removed: 1,224,036] [added: 1,211,754] | | |

| Property, plant, and equipment, net | | | | | | [removed: 1,235,400] [added: 1,552,576] | | | | | | [removed: 1,111,855] [added: 1,235,400] | | |

| Lease right-of-use assets, net | | | | | | [removed: 150,142] [added: 188,480] | | | | | | [removed: 131,837] [added: 150,142] | | |

| Goodwill | | | | | | [removed: 3,026,049] [added: 4,404,343] | | | | | | [removed: 2,356,085] [added: 3,026,049] | | |

| Intangibles, net | | | | | | [removed: 898,406] [added: 3,328,537] | | | | | | [removed: 565,473] [added: 898,406] | | |

| Other assets | | | | | | [removed: 52,720] [added: 70,661] | | | | | | [removed: 51,581] [added: 52,720] | | |

| Total assets | | | | | | $ | [removed: 6,574,471] [added: 11,423,594] | | | | | $ | [removed: 5,440,867] [added: 6,574,471] | |

| Accounts payable | | | | | | $ | [removed: 156,950] [added: 225,737] | | | | | $ | [removed: 149,341] [added: 156,950] | |

| Accrued income taxes | | | | | | [removed: 27,561] [added: 26,873] | | | | | | [removed: 14,013] [added: 27,561] | | |

| Accrued payroll and other related liabilities | | | | | | [removed: 150,078] [added: 183,721] | | | | | | [removed: 128,261] [added: 150,078] | | |

| Accrued expenses and other | | | | | | [removed: 220,557] [added: 306,544] | | | | | | [removed: 192,183] [added: 220,557] | | |

| Total current liabilities | | | | | | [removed: 577,920] [added: 922,222] | | | | | | [removed: 503,607] [added: 577,920] | | |

| Long-term indebtedness | | | | | | [removed: 1,650,540] [added: 2,945,481] | | | | | | [removed: 1,150,521] [added: 1,650,540] | | |

| Short-term lease obligations | | | | | | 36,472 | | | | | | 22,774 | | |

| Short term indebtedness | | | | | | 142,875 | | | | | | — | | |

| Fair value adjustment related to convertible debt, premium liability | | | | | | 27,806 | | | | | | — | | | | | | — | | |

| Years Ended March 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Years Ended March 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Fair value adjustment related to convertible debt, premium liability | | | | | | 27,806 | | | | | | — | | | | | | — | | |

| Amortization of inventory fair value adjustments | | | | | | 66,663 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of senior public notes | | | | | | 1,350,000 | | | | | | — | | | | | | — | | |

| Payments on term loans | | | | | | (345,000) | | | | | | — | | | | | | — | | |

| Payments on convertible debt | | | | | | (371,361) | | | | | | — | | | | | | — | | |

| Comprehensive income: | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | — | | | — | | | 243,888 | | | — | | | (1,018) | | | 242,870 | | |

| Repurchases of ordinary shares | | | (353) | | | (34,894) | | | (20,883) | | | — | | | — | | | (55,777) | | |

| Equity compensation programs and other | | | 770 | | | 67,499 | | | — | | | — | | | — | | | 67,499 | | |

| Issuance of shares for acquisition of Cantel Medical LLC ("Cantel") | | | 14,297 | | | 2,689,317 | | | — | | | — | | | — | | | 2,689,317 | | |

| Consideration related to equity component of Cantel convertible debt | | | — | | | 175,555 | | | — | | | — | | | — | | | 175,555 | | |

| Consideration related to Cantel equity compensation programs | | | — | | | 18,173 | | | — | | | — | | | — | | | 18,173 | | |

| Reclassification to Cantel convertible debt, premium liability | | | — | | | (175,555) | | | — | | | — | | | — | | | (175,555) | | |

| Contributions from noncontrolling interest holders | | | — | | | — | | | — | | | — | | | 3,672 | | | 3,672 | | |

| Balance at March 31, 2022 | | | 100,067 | | | $ | 4,742,920 | | $ | 1,999,244 | | $ | (209,808) | | $ | 12,281 | | $ | 6,544,637 | |

Nature of Operations. STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention.

| Years Ended March 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Contract Liabilities

| ASU 2021-08 "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. | | | | | | October 2021 | | | | | | The standard provides guidance to improve the accounting for acquired revenue contracts with Customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The standard is effective for annual periods beginning after December 15, 2022 including interim periods within that year and early adoption is permitted. | | | | | | NA | | | | | | We are in the process of evaluating the impact that the standard will have on our consolidated financial statements. | | |

Fiscal 2022 Acquisition of Cantel Medical LLC

On June 2, 2021, we acquired all outstanding equity interests in Cantel Medical LLC ("Cantel") through a U.S. subsidiary.

We believe that the acquisition will strengthen STERIS’s leadership in infection prevention by bringing together two complementary businesses able to offer a broader set of Customers a more diversified selection of infection prevention, endoscopy and sterilization products and services.

Cantel’s Dental business extends our business into a new Customer segment where there is an increasing focus on infection prevention protocols and processes.

This business is reported as the Dental segment.

The rest of Cantel was integrated into our existing Healthcare and Life Sciences segments.

Additionally, the acquisition is expected to result in cost savings from optimizing global back-office infrastructure, leveraging best-demonstrated practices across locations and eliminating redundant public company costs.

Total Purchase Consideration

The total consideration for Cantel Common Stock and stock equivalents was $3,599,471.

The consideration was comprised of the following:

| (shares in thousands) | | | | | |

| Cash consideration $16.93 per Cantel share (42,816 shares) | | | $ | 716,412 | |

| Cash consideration for fractional shares | | | 14 | | |

| STERIS plc ordinary shares 14,297 shares at ($188.07 per share) | | | 2,689,317 | | |

| Consideration related to Cantel equity compensation programs | | | 18,173 | | |

| Consideration related to equity component of Cantel convertible debt | | | 175,555 | | |

| | | | | | | | | |

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

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.

May 28, 2021

| Lease obligations due within one year | | | | | | 22,774 | | | | | | 19,809 | | |

*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)* | | |

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

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

| Balance at March 31, 2018 (as previously reported) | | | 84,747 | | | $ | 2,048,037 | | 100 | | | $ | 15 | | $ | 1,146,223 | | $ | 11,685 | | $ | 11,340 | | $ | 3,217,300 | |

| Inventory accounting method change * | | | — | | | — | | | — | | | — | | | 11,762 | | | — | | | — | | | 11,762 | | |

| Balance at March 31, 2018 (as adjusted)* | | | 84,747 | | | 2,048,037 | | | 100 | | | 15 | | | 1,157,985 | | | 11,685 | | | 11,340 | | | 3,229,062 | | |

| Net income | | | — | | | — | | | — | | | — | | | 303,721 | | | — | | | 1,025 | | | 304,746 | | |

| Equity compensation programs | | | 533 | | | 36,941 | | | — | | | — | | | — | | | — | | | — | | | 36,941 | | |

| Retirement of shares resulting from Redomiciliation | | | (84,514) | | | (10,592,117) | | | (100) | | | (15) | | | — | | | — | | | — | | | (10,592,132) | | |

| Issuance of shares resulting from Redomiciliation | | | 84,514 | | | 10,592,117 | | | — | | | — | | | — | | | — | | | — | | | 10,592,117 | | |

| Adoption of accounting standard (Note 1) | | | — | | | — | | | — | | | — | | | (3,667) | | | (1,970) | | | — | | | (5,637) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nature of Operations. STERIS plc is a leading provider of infection prevention and other procedural products and services.

Prior to the adoption of Accounting Standards Codification ("ASC") 606, these amounts were included in Deferred revenues.

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

| ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" | | | | | | June 2016 | | | | | | The standard required a financial asset (or group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The standard was effective for annual periods beginning after December 15, 2019. | | | | | | First Quarter Fiscal 2021 | | | | | | We adopted this standard effective April 1, 2020 with no material impact to our consolidated financial statements. | | |

| ASU 2018-13 "Fair Value Measurement (Topic 820) Disclosure Framework- Changes to Disclosure Requirements for Fair Value Measurement” | | | | | | August 2018 | | | | | | The standard modified the disclosure requirements by adding, removing, and modifying certain required disclosures for fair value measurements for assets and liabilities disclosed within the fair value hierarchy. The standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. | | | | | | First Quarter Fiscal 2021 | | | | | | We adopted this standard effective April 1, 2020 with no material impact on our consolidated financial statements as it modifies disclosure requirements only. | | |

| ASU 2018-14 "Compensation- Retirement Benefits - Defined Benefit Plans- General Topic (715-20): Disclosure Framework- Changes to the Disclosure Requirements for Defined Benefit Plans" | | | | | | August 2018 | | | | | | The standard modified the disclosure requirements by adding, removing, and modifying certain required disclosures for employers that sponsor defined benefit pension or other post-retirement benefit plans. The standard also clarified disclosure requirements for defined benefit pension plans relating to the projected benefit obligation and accumulated benefit obligation. The standard was effective for fiscal years ending after December 15, 2019. | | | | | | First Quarter Fiscal 2021 | | | | | | We adopted this standard effective April 1, 2020 with no material impact on our consolidated financial statements as it modifies disclosure requirements only. | | |

| ASU 2018-15 "Intangibles- Goodwill and Other- Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract" | | | | | | August 2018 | | | | | | The standard aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard was effective for fiscal years beginning after December 15, 2019. | | | | | | First Quarter Fiscal 2021 | | | | | | We adopted this standard on April 1, 2020 using the prospective method. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. | | |

| ASU 2020-04 "Reference Rate Reform (Topic 848)" | | | | | | March 2020 | | | | | | The standard provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. | | | | | | Fourth Quarter Fiscal 2021 | | | | | | We adopted the standard effective January 1, 2021. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. | | |

Change in accounting principle. In the fourth quarter of fiscal 2021, we voluntarily changed our method of inventory costing for certain of our inventories from the last in first out ("LIFO") method to the first in first out ("FIFO") method.

We believe that the FIFO method of inventory costing is preferable to the LIFO method because it improves comparability to our peers, more closely resembles the physical flow of our inventory and aligns with how we manage the business.

Prior to the change in method, inventories valued on the LIFO cost method were approximately 25% of our total inventories.

The effects of the change in accounting principle from LIFO to FIFO have been retrospectively applied to all periods presented.

As a result of the retrospective application of the change in accounting principle, certain financial statement line items in the Company’s Consolidated Balance Sheets as of March 31, 2020, and the Consolidated Statements of Income, Comprehensive Income, Cash Flows and Shareholders’ Equity for the years ended March 31, 2020 and 2019 were adjusted as necessary.

As a result of the accounting change, retained earnings as of March 31, 2018, was increased by $11,762, which is reflected as a cumulative change in accounting principle in the Consolidated Statements of Shareholders’ Equity.

The following table reflects the effect of the change in the accounting principle on the fiscal 2021 Consolidated Financial Statements:

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

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

| For the year ended March 31, 2021 | | | As computed under LIFO | | | As reported under FIFO | | | Effect of change | | |

| Consolidated Statements of Income | | | | | | | | | | | |

| Product | | | $ | 767,102 | | $ | 765,076 | | $ | (2,026) | |

During the quarter ended March 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

Our evaluation of internal control over financial reporting did not include the internal controls of the entities that were acquired during fiscal [removed: 2021.][added: 2022.]

Total assets of the acquired businesses [removed: (inclusive of acquired intangible assets and goodwill)] represented approximately [removed: 4%] [added: 48%] of our total assets as of March 31, [removed: 2021] [added: 2022 (of which 39% represent goodwill] and [added: intangible assets which were subjected to corporate controls) and] approximately [removed: 1%] [added: 21%] of our total revenues for the year ended March 31, [removed: 2021.][added: 2022.]

We have audited STERIS plc and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] which are included in the fiscal [removed: 2021] [added: 2022] consolidated financial statements of the Company and constituted approximately [removed: 4%] [added: 48%] of total assets as of March 31, [removed: 2021] [added: 2022] and [removed: approximately1%] [added: approximately 21%] 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: 2021.][added: 2022.]

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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated May [removed: 28, 2021] [added: 31, 2022] 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, 2022.

May 31, 2022

May 28, 2021

PART III

Not Applicable.

PART III

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: 2021] [added: 2022] Annual Meeting of Shareholders (the "Proxy Statement").

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: 2021.][added: 2022.]

| Equity compensation plans approved by security holders | | | | | | 1,560,954 | | | | | | $138.37 | | | | | | 3,146,465 | | |

| Total | | | | | | 1,560,954 | | | | | | $138.37 | | | | | | 3,146,465 | | |

| Equity compensation plans approved by security holders | | | | | | 1,637,047 | | | | | | $112.03 | | | | | | 3,589,242 | | |

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

RELATED PERSON TRANSACTIONS

Consolidated Balance Sheets – March 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Consolidated Statements of Income – Years ended March 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019.][added: 2020.]

Consolidated Statements of Comprehensive Income – Years ended March 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019.][added: 2020.]

Consolidated Statements of Cash Flows – Years ended March 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019.][added: 2020.]

Consolidated Statements of Shareholders’ Equity – Years ended March 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019.][added: 2020.]

| 3.1 | | | [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 [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex31.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex31.htm)] | | |

| [removed: 10.2] [added: 10.3] | | | [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) | | |

| [removed: 10.3] [added: 10.4] | | | [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) | | |

| [removed: 10.4] [added: 10.5] | | | [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) | | |

| [removed: 10.5] [added: 10.6] | | | [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) | | |

| [removed: 10.6] [added: 10.7] | | | [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) | | |

| [removed: 10.7] [added: 10.8] | | | [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) | | |

| [removed: 10.8] [added: 10.9] | | | [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) | | |

| [removed: 10.9] [added: 10.10] | | | [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) | | |

| [removed: 10.10] [added: 10.11] | | | [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) | | |

| [removed: 10.11] [added: 10.12] | | | [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) | | |

| [removed: 10.12] [added: 10.13] | | | [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) | | |

| [removed: 10.13] [added: 10.14] | | | [Amendment to STERIS plc Nonqualified Stock Option Agreement (filed as Exhibit 10.4 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2018 (Commission File No. 1-37614) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) | | |

| [removed: 10.14] [added: 10.15] | | | [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) | | |

| [removed: 10.15] [added: 10.16] | | | [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) | | |

| [removed: 10.16] [added: 10.17] | | | [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) | | |

| [removed: 10.17] [added: 10.18] | | | [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) | | |

| [removed: 10.18] [added: 10.19] | | | [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) | | |

| [removed: 10.19] [added: 10.20] | | | [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) | | |

| [removed: 10.20] [added: 10.21] | | | [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, [removed: 2019 (Commission] [added: 20](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm)[1](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm)[9](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [(Commission] File No. 001-38848) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) | | |

| [removed: 10.21] [added: 10.22] | | | [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, [removed: 2019] [added: 2021] (Commission File No. 001-38848) and incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex101.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit101.htm)] | | |

| [removed: 10.22] [added: 10.23] | | | [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) | | |

| [removed: 10.23] [added: 10.24] | | | [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) | | |

| [removed: 10.24] [added: 10.25] | | | [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) | | |

| [removed: 10.25] [added: 10.26] | | | [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) | | |

| [removed: 10.26] [added: 10.27] | | | [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) | | |

| [removed: 10.27] [added: 10.28] | | | [Amendment No. 1 to STERIS plc Management Incentive Compensation Plan (As Assumed, Amended and Restated Effective March 28, [removed: 2019).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm)] [added: 2019) (filed as Exhibit 10.7 to the Form 10-K filed for fiscal year ended March 31, 2020 and incorporated herein by reference)*](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm)] | | |

| [removed: 10.28] [added: 10.29] | | | [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) | | |

| [removed: 10.29] [added: 10.30] | | | [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) | | |

| [removed: 10.30] [added: 10.31] | | | [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) | | |

| [removed: 10.31] [added: 10.32] | | | [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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/815065/000095013010000911/dex1031.htm)] [added: reference). *](http://www.sec.gov/Archives/edgar/data/815065/000095013010000911/dex1031.htm)] | | |

| [removed: 10.32] [added: 10.33] | | | [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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex105.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex105.htm)] | | |

| [removed: 10.33] [added: 10.34] | | | [Form of Deed of Indemnity for STERIS plc directors and executive officers (filed as Exhibit 10.4 to STERIS plc Form 8-K filed March 28, 2019 (Commission File No. 001-38848), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1757898/000119312519089164/d725181dex104.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000119312519089164/d725181dex104.htm)] | | |

| [removed: 10.34] [added: 10.35] | | | [Agreement dated as of April 23, 2008 by and among STERIS Corporation, Richard C. Breeden, Robert H. Fields, and the Breeden Investors identified therein (filed as Exhibit 10.1 to Form 8-K filed April 24, 2008 (Commission File No. 1-14643), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/815065/000119312508089529/dex101.htm) | | |

| [removed: 10.35] [added: 10.36] | | | [Agreement dated November 4, 2011 between STERIS Corporation and Bank of America, N.A. providing Transfer and Advised Line for Letters of Credit (filed as Exhibit 10.2 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/ste12312011ex102.htm) | | |

| 4.5 | | | [Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.5 to STERIS plc Form 10-K for the fiscal year ended March 31, 2021 (Commission File No. 001-38848), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000011/ste-20220331.htm#i09c7504eac0145f986c10a70bced4b7e_17-1-1-1-24104) | | |

| 10.2 | | | [Amendment No. 1 to STERIS plc 2006 Long-Term Equity Incentive Plan, as Assumed, Amended and Restated Effective March 28, 2019](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm) [(filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended September 30, 2021 (Commission File No. 1-38848) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm) | | |

| 10.40 | | | [F](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000011/ste03312022exhibit1040.htm)[irst Amendment](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000011/ste03312022exhibit1040.htm) [(LIBOR](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000011/ste03312022exhibit1040.htm) [Transition](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000011/ste03312022exhibit1040.htm)[)](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000011/ste03312022exhibit1040.htm) | | |

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

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

| 18.1 | | | [LIFO Preferability Letter](https://www.sec.gov/Archives/edgar/data/1757898/000175789821000017/exhibit181.htm) | | |

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the date indicated.

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

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

| | | | | | | STERIS plc (Registrant) | | | | | |

| Date: | | | May 28, 2021 | | | By: | | | /S/ KAREN L. BURTON | | |

| | | | | | | Karen L. Burton | | | | | |

| | | | | | | Vice President, Controller, and Chief Accounting Officer | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

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

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

| SIGNATURE | | | | | | TITLE | | | | | | DATE | | |

| /S/ WALTER M ROSEBROUGH, JR. | | | | | | President, Chief Executive Officer and Director | | | | | | May 28, 2021 | | |

| Walter M Rosebrough, Jr. | | | | | | | | | | | | | | |

| /S/ MICHAEL J. TOKICH | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | May 28, 2021 | | |

| Michael J. Tokich | | | | | | | | | | | | | | |

| /S/ KAREN L. BURTON | | | | | | Vice President, Controller and Chief Accounting Officer | | | | | | May 28, 2021 | | |

| Karen L. Burton | | | | | | | | | | | | | | |

| * | | | | | | Chairman and Director | | | | | | May 28, 2021 | | |

| Mohsen M. Sohi | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 28, 2021 | | |

| Richard C. Breeden | | | | | | | | | | | | | | |

| Daniel A. Carestio | | | | | | | | | | | | | | |

| Cynthia L. Feldmann | | | | | | | | | | | | | | |

| Christopher S. Holland | | | | | | | | | | | | | | |

| Jacqueline B. Kosecoff | | | | | | | | | | | | | | |

| David B. Lewis | | | | | | | | | | | | | | |

| Paul E. Martin | | | | | | | | | | | | | | |

| Nirav R. Shah | | | | | | | | | | | | | | |

| Richard M. Steeves | | | | | | | | | | | | | | |

| * | | | The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such directors. | | |

| Date: | | | May 28, 2021 | | | By: | | | /S/ J. ADAM ZANGERLE | | |

| | | | | | | J. Adam Zangerle, Attorney-in-Fact for Directors | | | | | |

Not Applicable.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the date indicated.

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

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

| | | | | | | STERIS plc (Registrant) | | | | | |

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

| Date: | | | May 31, 2022 | | | By: | | | /S/ KAREN L. BURTON | | |

| | | | | | | Karen L. Burton | | | | | |

| | | | | | | Vice President, Controller and Chief Accounting Officer | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

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

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

| SIGNATURE | | | | | | TITLE | | | | | | DATE | | |

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

| /S/ DANIEL A. CARESTIO | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | May 31, 2022 | | |

| Daniel A. Carestio | | | | | | | | | | | | | | |

| /S/ MICHAEL J. TOKICH | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | May 31, 2022 | | |

| Michael J. Tokich | | | | | | | | | | | | | | |

| /S/ KAREN L. BURTON | | | | | | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | May 31, 2022 | | |

| Karen L. Burton | | | | | | | | | | | | | | |

| * | | | | | | Chairman and Director | | | | | | May 31, 2022 | | |

| Mohsen M. Sohi | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Richard C. Breeden | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Daniel A. Carestio | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Cynthia L. Feldmann | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Christopher S. Holland | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Jacqueline B. Kosecoff | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Paul E. Martin | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Nirav R. Shah | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 31, 2022 | | |

| Richard M. Steeves | | | | | | | | | | | | | | |

| | | | | | |