Steris (STE) 10-K risk factor changes: FY2023 vs FY2022

In addition, the [removed: impact] [added: impacts] of the COVID-19 [removed: pandemic] [added: pandemic, Russia’s invasion of Ukraine and the ongoing inflationary environment] may also exacerbate any of these risks, which could have a material effect on us.

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

Future acquisitions or other capital requirements [added: and investments] will necessitate additional cash.

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

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 [removed: risks] [added: risks,] including an elevated risk of

We have stopped [removed: operating] [added: commercial operations] in Russia and Belarus, which includes shipments to Customers and purchases of 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 [removed: operations but these impacts are not expected to be material to our AST segment and its results of] operations.

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

Furthermore, we have experienced less demand for certain of our products and services as a result of [removed: deferrals] [added: reduced volume] of [removed: certain] medical procedures, and other factors, which we believe was exacerbated by the impact of stay-at-home [removed: orders.][added: orders and government responses to COVID-19.]

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

Failure to receive or maintain, or delays in receiving, clearance or approvals may [removed: hurt] [added: negatively impact] our revenues, profitability, financial condition, or value.

If [added: there are delays in and/or] we are unable to obtain any required approvals, approval supplements or clearances for any modification to a previously cleared or approved device, we may be required to cease manufacturing and sale, or recall or restrict the use of such modified device, pay fines, or take other action until such time as appropriate clearance or approval is obtained.

These sanctions include, among others, warning letters, fines, civil penalties, criminal penalties, [added: loss of tax benefits,] injunctions, [removed: debarment,] product [removed: seizure] [added: seizure, recalls, suspensions] or [added: restrictions, re-labeling,] detention, [removed: product recalls and total or partial suspension of production, sale] and/or [removed: promotion.][added: debarment.]

Any elongation or de-prioritization or delay in regulatory review [removed: resulting from such disruptions] could materially affect our ongoing device design, development, and commercialization plans.

The U.S. Tax Cuts and Jobs Act [removed: (“TCJA”)] [added: (the “TCJA”)] was signed into law on December 22, 2017.

Guidance continues to be issued clarifying the application of this new legislation and new changes have been [removed: proposed] [added: proposed, and] in [added: many instances finalized, with respect to a number of income tax provisions (including foreign tax credit regulations) in] the U.S. that could increase our total tax expense.

We cannot predict the overall impact that the additional guidance and [removed: proposed] [added: recent] changes may have on our business.

In addition, further changes in the tax laws of other jurisdictions [removed: could] [added: will likely] arise, including as a result of the base erosion and profit shifting (BEPS) project undertaken by the Organization for Economic Cooperation and Development (OECD).

[removed: These contemplated changes, to] [added: Accordingly,] the [removed: extent adopted by OECD members and/or other countries,] [added: GloBE rules] could increase tax uncertainty and [removed: may] adversely impact our provision for income taxes.

The U.S. Internal Revenue Service (the “IRS”) may not agree that we are a [removed: foreign] [added: non-U.S.] corporation for U.S. federal tax purposes.

Although we are organized under the laws of Ireland and are a tax resident in Ireland for Irish tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to Section 7874 of the [removed: Internal Revenue] Code [removed: of 1986, as amended (the “Code” and such Section, “Section] [added: (“Section] 7874”).

Key [added: raw] materials include stainless steel, organic and inorganic chemicals, fuel, [removed: cobalt-60,] [added: cobalt-60 and] EO, and [added: key components include] plastic [removed: components.][added: components, as well as various electronics including control boards and computer chips.]

We may be adversely affected by global climate change or by [added: existing and future] legal, regulatory or market responses to such change.

We [added: may] bear losses [removed: incurred] as a result of, for example, physical damage to or destruction of our facilities (such as distribution or fulfillment centers), loss or spoilage of inventory, and business interruption due to weather events that may be attributable to climate [removed: change] [added: change, which] could materially [added: and] adversely affect our business operations, financial position or results of operation.

One of the modalities offered by our AST operations is [removed: EO] [added: ethylene oxide (EO)] sterilization.

[removed: However, no assurance can be given that current or future legislative or regulatory action, or current or future litigation to which we are or may become a] party, will not significantly increase the costs of conducting our EO contract sterilization operations or curtail or eliminate the use of EO in our contract sterilization operations.

Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic [removed: businesses,] [added: businesses] and other [added: assets, and other] actions intended to optimize our portfolio of businesses.

In the last several fiscal years we have made a number of [removed: acquisitions.][added: acquisitions and dispositions.]

Our success with respect to these recent and future acquisitions will depend on our ability to integrate the businesses acquired, retain key personnel, realize identified cost [removed: synergies] [added: synergies, manage the expanded business footprint] and otherwise execute our strategies.

We have undertaken various activities to [removed: create a] [added: incorporate] lean [added: concepts and practices to more efficiently operate our] business, including in-sourcing.

[removed: We continue to look for opportunities to in-source production that is currently provided by third parties.These] [added: These] activities may not produce the full efficiencies and cost reduction benefits that we expect or efficiencies and benefits might be delayed.

[removed: The COVID-19] [added: A] pandemic or similar public health [removed: crises] [added: crises, such as COVID-19,] could have a material adverse impact on ability to staff our operations.

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

[removed: Accordingly,] [added: During the COVID-19 pandemic,] our employees continued to work because of the importance of our operations to the health and well-being of citizens in the countries in which we [removed: operate.][added: operate, and we implemented telework policies wherever possible for appropriate categories of employees.]

While [added: based on our response to the current COVID-19 pandemic,] we believe that we have developed appropriate measures to ensure the health and well-being of our [removed: employees,] [added: employees for similar or future health crises,] 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 [removed: COVID-19 or similar] [added: an] illness outside of our workplace.

[removed: Competition for highly qualified people is intense and there] [added: There] is no assurance that we will be successful in attracting or retaining replacements to fill vacant positions, successors to fill retirements or employees moving to new positions, or other highly qualified personnel.

In addition, we rely on networks and services, including internet sites, [added: cloud and software-as-a-service solutions,] data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business.

In addition, the COVID-19 pandemic may increase the risk of such vulnerability and attacks, including unauthorized access or attacks exploiting the fact that a large number of employees are working [removed: remotely during government shutdowns and closures.][added: remotely.]

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

The integration of [removed: Cantel] [added: acquired businesses] into STERIS may not be as successful as anticipated.

The effects of geopolitical instability, including as a result of Russia’s invasion of Ukraine, may adversely affect us and create significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable.

Ongoing geopolitical instability, including as a result of Russia’s invasion of Ukraine, has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising energy costs, volatility in capital markets and foreign currency exchange rates, rising interest rates and heightened cybersecurity risks.

The extent to which such geopolitical instability adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, will depend on future developments, which are highly uncertain and unpredictable.

If geopolitical instability adversely affects us, it may also have the effect of heightening other risks related to our business.

In addition, beginning January 1, 2022, the limitation on deductibility of interest expense, which generally limits a deduction for interest expense to 30% of taxable income (subject to certain adjustments), must be determined by reducing taxable income by depreciation and amortization deductions, which may limit our ability to deduct interest expense in the future.

In August 2022, President Biden signed the Inflation Reduction Act (the “IRA”) into law.

One of the provisions in the IRA added a corporate alternative minimum tax (“CAMT”) to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), beginning for fiscal years 2023.

If income tax liability in the U.S. is lower than the income tax liability calculated under the CAMT provisions, we will be subject to additional income taxes in the United States.

In addition, the IRS added excise tax on certain stock buybacks by publicly traded corporations.

Even though the excise tax mostly impacts publicly traded companies organized in the U.S., under certain circumstances, the excise tax may be imposed on stock buybacks by a non-U.S. based publicly traded company like us.

Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws (a/k/a GloBE or Pillar Two) in the EU member countries, in most cases beginning in fiscal year 2024.

Many other non-EU member countries agreed to adopt GloBE between fiscal years 2024 and 2025.

The GloBE rules, once implemented in the EU and other jurisdictions, could subject us to additional income taxes in those jurisdictions if our effective corporate tax rate in those

jurisdictions (determined under the GloBE rules) is below 15%.

In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction.

These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions who adopt the GloBE rules.

In addition, the GloBE rules, which are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT may adversely impact our effective corporate tax rate.

On June 7, 2017, several countries, including many countries that we operate and have subsidiaries in, adopted the OECD’s Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), which generally is meant to prevent treaty abuse, improve dispute resolution, prevent the artificial avoidance of permanent establishment status and neutralize the effect of hybrid mismatch agreements.

The MLI came into effect on July 1, 2018.

The MLI may modify affected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits.

The number of affected tax treaties could eventually be significant.

To date, about 100 jurisdictions have joined the BEPS MLI, out of which about 79 jurisdictions have ratified, accepted, or approved the MLI, and it covers around 1850 bilateral tax treaties.

Signatories include jurisdictions from all continents and all levels of development and other jurisdictions are also actively working towards signature.

As a result, our income may be taxed in jurisdictions where it is not currently taxed and at higher rates than it is currently taxed, which may increase our effective tax rate.

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.

Expectations relating to ESG considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.

Many governments, regulators, investors, employees, Customers and other stakeholders are increasingly focused on ESG considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

We make statements about our ESG priorities and initiatives through information provided on our website, press statements and other communications.

Responding to these ESG considerations and implementation of these initiatives involves risks and uncertainties requires investments and is impacted by factors that may be outside our control.

In addition, some stakeholders may disagree with our priorities and initiatives and the focus of stakeholders may change and evolve over time.

Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate.

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us that could materially adversely affect our business, reputation, results of operations, financial condition and stock price.

As we continue to focus on developing our ESG practices, such practices may not meet the standards of all of our stakeholders and advocacy groups may campaign for further changes.

Many of our Customers are also committing to long-term targets to reduce greenhouse gas emissions within their supply chains.

If we are unable to support Customers in achieving these reductions, we may lose revenue if our Customers find other suppliers who are better able to support such reductions.

A failure, or perceived failure, to respond to expectations of all key stakeholders could cause harm to our business and reputation and have a negative impact on the market price of our ordinary shares.

Further, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on ESG matters.

Such ratings are used by some investors to inform their investment or voting decisions.

Unfavorable ESG ratings could lead to negative investor sentiment toward us and/or our industry, which could have a negative impact on our access to and costs of capital.

There has also been an increased focus from regulators and stakeholders on greenhouse gas emissions and climate-related risks.

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.

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

Among other provisions, the U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, imposed an excise tax on medical devices manufactured or offered for sale in the United States.

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

In addition, we have been required to commit significant resources to “Sunshine Act” compliance.

The COVID-19 pandemic may disrupt the operations of regulatory bodies with responsibility for oversight of healthcare and health and medical products.

Such disruptions could result in the focus and prioritization of regulatory resources on emergent matters, which could divert regulatory resources away from more routine regulatory matters that are not COVID-19 related but that have the potential to impact our business.

For example, there could be delays in FDA review of applications for marketing authorization, including those which may be necessary for or in connection with proposed changes to our products or the changes to the processes by which they are manufactured.

It is unknown how long these disruptions could continue, were they to occur.

We have developed a plan to expand our irradiation processing capacity with accelerator-based technologies which may reduce the potential supply risk.

We also completed several divestitures of non-strategic businesses or product lines during the last several years.

We implemented telework policies wherever possible for appropriate categories of employees.

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

We rely extensively on information technology (IT) systems to conduct business.

RISKS RELATED TO THE ACQUISITION OF CANTEL MEDICAL

STERIS has incurred substantial expenses in connection with the negotiation and completion of the acquisition of Cantel and related transactions.

See the risk factor titled “The integration of Cantel into STERIS may not be as successful as anticipated” below.

Our performance may suffer if we do not effectively manage our expanded operations.

Our success will depend, in part, on our ability to manage the expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Cantel into our existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with Customers, vendors and business partners.

The success of the acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining the businesses, including the approximately $110 million in annualized pre-tax cost synergies that we expect to realize within the first four fiscal years after the completion of the acquisition.

The acquisition has been accounted for as an acquisition by STERIS in accordance with accounting principles generally accepted in the U.S., which is referred to as U.S. GAAP.

Under the acquisition method of accounting, the assets and liabilities of Cantel and its subsidiaries have been recorded at their respective fair values and added to those of STERIS.

Our reported financial condition and results of operations for periods after completion of the acquisition reflect Cantel balances and results after completion of the acquisition but have not been restated retroactively to reflect the historical financial position or results of operations of Cantel and its subsidiaries for periods prior to the acquisition.

Under the acquisition method of accounting, the total purchase price has been allocated to Cantel’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the acquisition.

The excess of the purchase price over those fair values will be recorded as goodwill.

To the extent the value of goodwill or intangible becomes impaired, we may be required to incur material non-cash charges relating to such impairment.

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

As you read the MD&A, it may be helpful to refer to information in Item 1, [removed: "Business",] [added: "Business,"] Part I, Item 1A, "Risk [removed: Factors"] [added: Factors,"] and Note 10 [removed: of] [added: to] 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.

Additional information regarding these financial measures, including reconciliations of each [removed: non- GAAP] [added: non-GAAP] financial measure, is available in the subsection of MD&A titled, "Non-GAAP Financial Measures."

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

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

We describe our business segments in Note 11 to our consolidated financial [removed: statements, titled] [added: statements titled,] "Business Segment Information."

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

[removed: We also] [added: During fiscal 2023, we] completed [removed: two other] [added: several] tuck-in acquisitions [removed: during fiscal 2021,] which [removed: continued to expand] [added: expanded] our product and service offerings in the [added: Applied Sterilization Technologies and] Healthcare [removed: segment.][added: segments.]

[removed: Divestitures.] In December 2021, we entered into an Asset Purchase Agreement to sell our Renal Care business to Evoqua Water Technologies [removed: Corp.,] [added: 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 [removed: $1.0] [added: $4.9] million.

We recorded [removed: proceeds of $0.5 million,] net [added: proceeds] of [removed: cash divested,] [added: $5.2 million] and recognized a pre-tax loss on the sale of [removed: $2.0] [added: $4.9] million in the [removed: selling, general] [added: Selling, general,] and administrative [removed: expense] [added: expenses] line of the Consolidated Statements of Income.

The business generated annual revenues of approximately [removed: $6.0] [added: $12.0] million.

For more information regarding our recent acquisitions and [removed: divestitures] [added: divestitures,] see Note 2 [added: to our consolidated financial statements] titled, "Business Acquisitions and Divestitures."

Highlights. Revenues increased [removed: $1,477.5] [added: $372.8] million, or [removed: 47.5%,] [added: 8.1%,] to [removed: $4,585.1] [added: $4,957.8] million for the year ended March 31, [removed: 2022,] [added: 2023,] as compared to [removed: $3,107.5] [added: $4,585.1] million for the year ended March 31, [removed: 2021.][added: 2022.]

These increases reflect added volume [removed: from Cantel and other recent acquisitions, organic growth] in the Healthcare, Applied Sterilization [removed: Technologies] [added: Technologies,] and Life Sciences [removed: segments,] [added: segments] and [removed: favorable fluctuations] [added: the benefits of a full year of Cantel activity and price increases] in [removed: currencies.][added: all segments.]

Our gross profit percentage [removed: increased] [added: decreased] to [removed: 44.0%] [added: 43.6%] for fiscal [removed: 2022] [added: 2023] as compared to [removed: 43.2%] [added: 44.0%] for fiscal [removed: 2021.][added: 2022.]

[removed: Favorable impact] [added: Unfavorable impacts] from [removed: productivity, pricing,] [added: inflation] and [removed: the decline in COVID-19 incremental costs,] [added: productivity] were partially offset by [removed: unfavorable impact] [added: favorable impacts] from [removed: our recent acquisitions, material costs, inflation,] [added: pricing, mix, divestiture activity and] fluctuations in [removed: currencies, and mix and other adjustments.][added: currency.]

Fiscal [removed: 2022] [added: 2023] operating income decreased [removed: 22.4%] [added: 37.0%] to [removed: $425.6 million over] [added: $268.2 million, as compared to] fiscal [removed: 2021] [added: 2022] operating income of [removed: $548.4] [added: $425.6] million.

[removed: Net cash] [added: Cash] flows from operations were [removed: $684.8] [added: $756.9] million and free cash flow was [removed: $399.0] [added: $409.6] million in fiscal [removed: 2022] [added: 2023] compared to [removed: net] cash flows from operations of [removed: $689.6] [added: $684.8] million and free cash flow of [removed: $450.9] [added: $399.0] million in fiscal [removed: 2021] [added: 2022] (see subsection of MD&A [added: titled, "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).]

The fiscal [removed: 2022 decrease] [added: 2023 increase] in free cash flow was [removed: anticipated and was] primarily due to [added: lower] costs associated with the acquisition and integration of [removed: Cantel and] [added: Cantel, partially offset by] higher [added: working capital, particularly inventory and accounts receivable, as well as increased] capital [removed: expenditures in fiscal 2022.][added: spending.]

Our debt-to-total capital ratio was [added: 33.6% at March 31, 2023 and] 32.1% at March 31, 2022.

During the year, we increased our quarterly dividend for the [removed: sixteenth] [added: seventeenth] consecutive year to [removed: $0.43] [added: $0.47] per share per quarter.

Outlook. In fiscal [removed: 2023] [added: 2024] and beyond, we expect to [removed: continue to 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.

We anticipate continued supply chain and inflation pressures in fiscal [removed: 2023.][added: 2024.]

We believe that the presentation of these non-GAAP financial measures, when considered along with our GAAP financial measures and the reconciliation to the corresponding GAAP financial measures, [removed: provide] [added: provides] the reader with a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure.

It is important for the reader to note that the non-GAAP financial [removed: measure] [added: measures] used may be calculated differently from, and therefore may not be comparable to, [removed: a] similarly titled [removed: measure] [added: measures] used by other companies.

We define free cash flow as net cash provided by operating activities as presented in the Consolidated Statements of Cash Flows less purchases of property, plant, equipment, and intangibles [added: (capital expenditures)] plus proceeds from the sale of property, plant, equipment, and intangibles, which are also presented within investing activities in the Consolidated Statements of Cash Flows.

The following table summarizes the calculation of our free cash flow for the years ended March 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| (dollars in thousands) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Net cash [removed: flows] provided by operating activities | | | | | | $ | [removed: 684,811] [added: 756,947] | | | | | $ | [removed: 689,640] [added: 684,811] | | | | | | | |

| Purchases of property, plant, equipment and intangibles, net | | | | | | [removed: (287,563)] [added: (361,969)] | | | | | | [removed: (239,262)] [added: (287,563)] | | | | | | | | |

| Proceeds from the sale of property, plant, equipment and intangibles | | | | | | [removed: 1,741] [added: 14,587] | | | | | | [removed: 569] [added: 1,741] | | | | | | | | |

| Free cash flow | | | | | | $ | [removed: 398,989] [added: 409,565] | | | | | $ | [removed: 450,947] [added: 398,989] | | | | | | | |

The discussion of and factors affecting our performance for the year ended March 31, [removed: 2021] [added: 2022] compared to the fiscal year ended March 31, [removed: 2020] [added: 2021] is included in Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the year ended March 31, [removed: 2021.][added: 2022.]

FISCAL [removed: 2022] [added: 2023] AS COMPARED TO FISCAL [removed: 2021][added: 2022]

Revenues. The following table compares our revenues, in total and by type and geography, for the year ended March 31, [removed: 2022] [added: 2023] to the year ended March 31, [removed: 2021:][added: 2022:]

| (dollars in thousands) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | | | | | Change | | |

Revenues increased [removed: $1,477.5] [added: $372.8] million, or [removed: 47.5%,] [added: 8.1%,] to [removed: $4,585.1] [added: $4,957.8] million for the year ended March 31, [removed: 2022,] [added: 2023,] as compared to [removed: $3,107.5] [added: $4,585.1] million for the year ended March 31, [removed: 2021.][added: 2022.]

Service revenues for fiscal [removed: 2022] [added: 2023] increased [removed: $364.8] [added: $143.7] million, or [removed: 21.9%] [added: 7.1%] over fiscal [removed: 2021,] [added: 2022,] reflecting growth in the Healthcare, Life Sciences and Applied Sterilization Technologies business segments.

Total aggregate consideration was approximately $49.8 million, including potential contingent consideration of $7.3 million.

Divestitures. In April 2022, we entered into an Asset Purchase Agreement to sell certain assets of our Animal Health business to Veterinary Orthopedic Implants, LLC.

During the third quarter of fiscal 2023, we received an additional $1.4 million in working capital settlements related to the sale of this business.

These increases reflect growth in the Healthcare, Applied Sterilization Technologies, Life Sciences, and Dental segments, partially offset by unfavorable fluctuations in currencies and divestiture activities.

This decline was primarily due to a one time goodwill impairment charge of $490.6 million offset by a decrease in acquisition and integration expenses, which were primarily related to our acquisition of Cantel, as well as an increase in amortization of purchased intangible assets.

The increase in free cash flow was limited by increased capital spending.

| Total revenues | | | | | | $ | 4,957,839 | | | | | $ | 4,585,064 | | | | | $ | 372,775 | | | | | 8.1 | | % |

| Service revenues | | | | | | 2,172,512 | | | | | | 2,028,783 | | | | | | 143,729 | | | | | | 7.1 | | % |

| Consumable revenues | | | | | | 1,714,857 | | | | | | 1,607,101 | | | | | | 107,756 | | | | | | 6.7 | | % |

| Capital equipment revenues | | | | | | 1,070,470 | | | | | | 949,180 | | | | | | 121,290 | | | | | | 12.8 | | % |

| Ireland revenues | | | | | | 74,463 | | | | | | 82,011 | | | | | | (7,548) | | | | | | (9.2) | | % |

| United States revenues | | | | | | 3,586,486 | | | | | | 3,228,864 | | | | | | 357,622 | | | | | | 11.1 | | % |

| Other foreign revenues | | | | | | 1,296,890 | | | | | | 1,274,189 | | | | | | 22,701 | | | | | | 1.8 | | % |

These positives were partially offset by unfavorable fluctuations in currencies and divestiture activities.

Ireland revenues for fiscal 2023 were $74.5 million, representing a decline of $7.5 million, or 9.2%, as compared to fiscal 2022 revenues of $82.0 million, reflecting declines in service and consumable revenues.

Revenues from other foreign locations for fiscal 2023 were $1,296.9 million, representing an increase of $22.7 million, or 1.8% over the fiscal 2022 revenues of $1,274.2 million.

The increase reflects growth within the EMEA, Canada, and Latin American regions, which was partially offset by declines in the Asia Pacific region.

| Product | | | | | | $ | 1,271,357 | | | | | $ | 1,136,356 | | | | | $ | 135,001 | | | | | 11.9 | | % |

| Service | | | | | | 888,335 | | | | | | 880,006 | | | | | | 8,329 | | | | | | 0.9 | | % |

| Total gross profit | | | | | | $ | 2,159,692 | | | | | $ | 2,016,362 | | | | | $ | 143,330 | | | | | 7.1 | | % |

Our gross profit percentage decreased to 43.6% for fiscal 2023 as compared to 44.0% for fiscal 2022.

| (dollars in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

| Goodwill impairment loss | | | | | | 490,565 | | | | | | — | | | | | | 490,565 | | | | | | NM | | |

| Research and development | | | | | | 101,581 | | | | | | 87,944 | | | | | | 13,637 | | | | | | 15.5 | | % |

| Restructuring expenses | | | | | | 485 | | | | | | 48 | | | | | | 437 | | | | | | 910.4 | | % |

| Total operating expenses | | | | | | $ | 1,891,507 | | | | | $ | 1,590,744 | | | | | $ | 300,763 | | | | | 18.9 | | % |

SG&A decreased 13.6% in fiscal 2023, as compared to fiscal 2022.

The fiscal 2023 reduction reflects lower spending for acquisition and integration expenses, which were primarily related to our acquisition of Cantel, and a decline in incentive compensation plan expense.

Goodwill Impairment Loss. A goodwill impairment loss of $490.6 million was recorded during the second quarter of fiscal 2023 as the result of an assessment of the fair value of the Dental segment made in connection with the preparation of our quarterly consolidated financial statements.

For more information regarding our goodwill impairment loss, see Note 3 to our consolidated financial statements titled, "Goodwill and Intangible Assets."

| Interest expense | | | | | | $ | 107,989 | | | | | $ | 89,593 | | | | | $ | 18,396 | |

Interest expense increased $18.4 million during fiscal 2023 over fiscal 2022, primarily due to higher interest rates on floating rate debt.

Interest and miscellaneous expense (income) decreased $9.1 million during fiscal 2023, as compared to 2022, primarily due to losses recognized as a result of mark to market adjustments of our equity investments.

Additional information regarding our mark to market adjustments of our equity investments is included in Note 17 to our consolidated financial statements titled, "Fair Value Measurements."

| (dollars in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

| Income tax expense | | | | | | $ | 51,535 | | | | | $ | 71,633 | | | | | $ | (20,098) | | | | | (28.1)% | | |

The fiscal 2023 effective tax rate increased when compared to 2022, primarily due to the tax impact of the goodwill impairment loss recognized on the Dental segment during the second quarter of fiscal 2023.

The fiscal 2023 effective tax rate was also favorably impacted by changes in U.S. state and local tax rates applied to existing deferred tax assets and liabilities.

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

Certain prior period costs were reallocated from the Healthcare segment to Corporate to conform with current year presentation.

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

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

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

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

The business 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.

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

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

Key Surgical has been integrated into our Healthcare segment.

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

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

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

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.

In response to the 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 flexibility.

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.

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

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

titled, "Risk Factors."

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).

| 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 | | % |

The increase reflects added volume of $1,073.1 million from Cantel and other recent acquisitions, organic growth in the Healthcare, Applied Sterilization Technologies and Life Sciences segments and favorable fluctuations in currencies.

United States revenues for fiscal 2022 were $3,228.9 million, representing an increase of $1,001.8 million, or 45.0%, over fiscal 2021 revenues of $2,227.0 million, reflecting growth in consumable, service and capital equipment revenues.

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

Revenues from other foreign locations for fiscal 2022 were $1,274.2 million, representing an increase of $465.6 million, or 57.6% over the fiscal 2021 revenues of $808.6 million, reflecting strength in Canada and the Europe, Middle East and Africa ("EMEA"), Asia Pacific and Latin American regions.

| Product | | | | | | $ | 1,136,356 | | | | | $ | 678,464 | | | | | $ | 457,892 | | | | | 67.5 | | % |

| Service | | | | | | 880,006 | | | | | | 664,636 | | | | | | 215,370 | | | | | | 32.4 | | % |

| Total gross profit | | | | | | $ | 2,016,362 | | | | | $ | 1,343,100 | | | | | $ | 673,262 | | | | | 50.1 | | % |

| Research and development | | | | | | 87,944 | | | | | | 66,326 | | | | | | 21,618 | | | | | | 32.6 | | % |

| Restructuring expenses | | | | | | 48 | | | | | | (2,914) | | | | | | 2,962 | | | | | | NM | | |

| Total operating expenses | | | | | | $ | 1,590,744 | | | | | $ | 794,732 | | | | | $ | 796,012 | | | | | 100.2 | | % |

SG&A increased 105.5% in fiscal 2022 over fiscal 2021.

During the fiscal 2022 period we had significant increases in acquisition related costs, which included amortization of acquired intangible assets, "step-up" of plant, property and equipment to fair value, and acquisition and integration expenses, which were primarily related to the acquisition of Cantel.

As of March 31, [removed: 2022,] [added: 2023,] we had [removed: $2,199.7] [added: $2,100.3] million in fixed rate senior notes outstanding.

As of March 31, [removed: 2022,] [added: 2023,] we had [removed: $58.9] [added: $301.7] million in outstanding borrowings under our Credit Agreement [added: and $698.1 million in term loans] which are exposed to changes in interest rates.

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

We enter into foreign currency forward contracts to hedge monetary assets and liabilities denominated in foreign currencies, including [removed: inter-company] [added: intercompany] transactions.

At March 31, [removed: 2022,] [added: 2023,] we held commodity swap contracts to buy [removed: 801.6] [added: 753.0] thousand pounds of nickel.

Based upon our debt structure at March 31, 2023, a hypothetical 100 basis point increase in floating interest rates would increase annual interest expense by approximately $10.0 million.

At March 31, 2023, we held foreign currency forward contracts to buy 19.5 million British pounds sterling; and to sell 150.0 million Mexican pesos, and 7.0 million Singapore dollars and 6.0 million euros.

At March 31, 2022, we held a foreign currency forward contract to sell 11.0 million euros.

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

The pharmaceutical industry has been impacted by increased regulatory scrutiny [removed: of] [added: over] cleaning and validation processes, mandating that manufacturers improve their processes.

The accounting policies of the reportable segments are the same as those described in Note 1 to [removed: the Consolidated Financial Statements] [added: our consolidated financial statements] titled, “Nature of Operations and Summary of Significant Accounting Policies,” of this Annual Report.

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

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

For the year ended March 31, [removed: 2022,] [added: 2023,] no Customer represented more than 10% of the Healthcare Product segment's total revenues.

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

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

Services Offered. We offer a wide range of sterilization modalities [removed: as well as] [added: and] an array of testing services that [removed: complements] [added: complement] the manufacturing of [added: single use,] sterile products.

Our technical [removed: services group] [added: professionals] supports Customers in all phases of product development, materials testing, and process validation.

For the year ended March 31, [removed: 2022,] [added: 2023,] no Customer represented more than 10% of the segment’s revenues.

[removed: These solutions include] [added: Our portfolio includes] a full suite of consumable products, equipment maintenance and specialty services, and capital equipment.

For the year ended March 31, [removed: 2022,] [added: 2023,] no Customer represented more than 10% of the Life Sciences segment’s total revenues.

[added: Description of Business.] Our Dental segment provides a comprehensive offering for dental practitioners and dental schools, offering [removed: instruments,] [added: instrumentation,] infection prevention [removed: consumables] [added: consumables,] and instrument management systems.

Products Offered. Our products include hand and [removed: powered] [added: electric-powered] dental instruments, infection control products, [added: conscious sedation,] personal protective equipment and water quality products for the dental suite.

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, [removed: veterinary clinics, and] government [removed: and] [added: &] educational [removed: institutions.][added: institutions, and veterinary clinics.]

These three Customers collectively accounted for approximately [removed: 45.1%] [added: 47.4%] of our Dental segment revenues for the year ended March 31, [removed: 2022.][added: 2023.]

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

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

We do not currently expect any significant disruption to our operations due to sourcing problems in fiscal [removed: 2023.][added: 2024.]

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

However during fiscal [removed: 2022,] [added: 2022 and 2023,] we experienced a rise in supply chain and labor costs and anticipate continued [removed: supply chain and inflation] [added: inflationary] pressure in fiscal [removed: 2023.][added: 2024.]

As of March 31, [removed: 2022,] [added: 2023,] we held [removed: approximately 566] [added: 581] United States patents and [removed: approximately 2,346] [added: 2,356 patents] in other jurisdictions and had [removed: approximately 188] [added: 159] United States patent applications and [removed: 428] [added: 372] patent applications pending in other jurisdictions.

As of March 31, [removed: 2022,] [added: 2023,] we had a total of approximately [removed: 2,463] [added: 2,482] trademark registrations worldwide.

Please refer to Note 10 [removed: of] [added: to] our consolidated financial statements titled, "Commitments and Contingencies" for further information.

At March 31, 2022, [removed: we had a backlog,] excluding Cantel, [added: we had backlog orders] of $528.3 million.

At March 31, [removed: 2021,] [added: 2023,] we had [added: a] backlog [removed: orders] of [removed: $286.2] [added: $599.6] million.

Of this amount, [removed: $206.3] [added: $494.7] million and [removed: $79.9] [added: $104.9] million related to our Healthcare and Life Sciences segments, respectively.

To STERIS, this means we will make a difference by providing world-class products and [removed: service solutions] [added: services] for our Customers, safe and rewarding work for our People, and superior returns for our Shareholders.

Key management sponsors are responsible for participating in the risk [added: assessment process, including a periodic review with the Board of Directors.]

In [removed: 2022,] [added: 2023,] STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption.

[removed: Suspicions of] supplier non-compliance are promptly investigated and addressed.

The MedTech Europe Code of Ethical Business Practice regulates all aspects of the industry’s relationship with Healthcare Professionals (HCPs) and Healthcare [removed: Organisations] [added: Organizations] (HCOs), to ensure that all interactions are ethical and professional at all times and to maintain the trust of regulators, and patients.

In fiscal [removed: 2022,] [added: 2023,] STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims.

[removed: ENERGY] [added: ENERGY, GHG EMISSIONS] AND ENVIRONMENTAL CONSERVATION

We have a broad and comprehensive portfolio of sterilization and disinfection products that support the procedural spaces within [removed: hospitals] [added: hospitals, endoscopy] and surgery centers as well as pharmaceutical, medical device and dental Customers.

That can include anything from reformulating chemistries to [removed: eliminate] [added: eliminating] metals-based ingredients or reducing the effluence produced as a result of the use of our [removed: products] [added: products,] to creating ultra-concentrate chemistries such as Prolystica® Ultra Concentrate Cleaning Chemistries, which offer 10x the uses per container.

| | | | Fiscal [removed: 2022] [added: 2023] | | | | | | Fiscal [removed: 2021] [added: 2022] | | |

| Healthcare | | | [removed: 10,546] [added: 10,629] | | | | | | [removed: 8,529] [added: 10,546] | | |

| Applied Sterilization Technologies | | | [removed: 2,961] [added: 3,163] | | | | | | [removed: 2,686] [added: 2,961] | | |

Our facilities are located in regions with a concentration of medical device manufacturing throughout the Americas, Europe, and Asia.

In addition, we manufacture and supply integrated sterilization equipment and control systems to medical device manufacturers and research institutions.

Our Environmental, Social, and Governance ("ESG") function is led by the Vice President of ESG.

The ESG team regularly updates the Nominating and Governance Committee of our Board of Directors regarding its activities, including evaluating carbon emissions, preparing for regulatory requirements, reporting ESG metrics, and reviewing ESG ratings.

Suspicions of

STERIS tracks greenhouse gas ("GHG") emissions and we complete the annual Carbon Disclosure Project ("CDP") questionnaire.

CDP is an internationally recognized nonprofit organization that collects and reports environmental metrics.

Currently, we report our direct (Scope 1) and indirect (Scope 2) energy use and emissions from all legacy STERIS facilities.

In fiscal 2023, we completed an energy assessment of our global operations to identify opportunities for reducing our global GHG emissions and evaluate potential target setting opportunities.

We recognize that a significant portion of our carbon impact is as a result of our value chain, outside of electricity and energy consumption at our global sites.

More recently, we initiated a comprehensive review to establish the baseline for our Scope 3 carbon emissions.

We are actively evaluating our ability to report in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) framework and in light of evolving regulatory disclosure requirements.

Employees by Segment. As of March 31, 2023, we had over 17,000 employees throughout the world of which less than 12% are represented by work councils or labor unions.

stronger organization that allows us to fulfill our ultimate goal of serving our Customers.

| Lost-time Incident Rate (1) | | | 0.36 | | | 0.24 | | | | | | 1.25 | | | 0.32 | | |

Our annual workplace injury prevention results are within the manufacturing sector's best-in-class performance as defined by the Bureau of Labor Statistics.

To date, one facility and 14 reprocessing locations have undergone the formal process to receive ISO 14001.

In our most recent survey, we measured fifteen principal factors and overall employee engagement was 74%, in-line with our results for the past five years.

| Wages and salaries | | | $ | 1,172,234 | | | | | $ | 1,100,357 | |

| Commission and incentive plans | | | 154,840 | | | | | | 225,863 | | |

needed.

She assumed this role in May 2022.

She joined STERIS in July 2020 as the Vice President and Chief Human Resources Officer.

From August 2019 to August 2022, he served as Senior Vice President, Americas Commercial Operations.

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

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.

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 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.

In response to the 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 flexibility.

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.

As a result, we do not believe that the COVID-19 pandemic or the actions 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, we cannot predict the impact that another significant wave of disruption would have on our results of operations and financial position.

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

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

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.

Also, a number of companies have developed disposable medical instruments and other devices designed to address the risk of contamination.

assessment process, including a periodic review with the Board of Directors.

We established a dedicated Environmental, Social, and Governance ("ESG") function with the appointment of Vice President of ESG and are continuing to develop additional roles within the function.

The ESG team regularly updates the Nominating and Governance Committee of our Board of Directors.

Employees by Segment. As of March 31, 2022, we had over 16,000 employees throughout the world including certain locations subject to work council representation and five collective bargaining agreements.

| Days Away From Work Rate (1) | | | 0.24 | | | 0.37 | | | | | | 1.25 | | | 0.42 | | |

We currently have 1 facility and 13 reprocessing locations that hold ISO 14001, and 4 facilities and 13 reprocessing locations are 45001 accredited locations.

| Wages and salaries | | | $ | 1,326,220 | | | | | $ | 943,503 | |

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

Information regarding our legal proceedings is included in Item 7 of Part II, Management's Discussion and Analysis ("MD&A"), and Note 10 [removed: of] [added: to] our consolidated financial statements titled, "Commitments and Contingencies," and is incorporated herein by reference thereto.

For the fiscal year ended March 31, [removed: 2022][added: 2023]

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of September 30, [removed: 2021] [added: 2022] was [removed: $20,355.0] [added: $16,561.0] million.

The number of Ordinary Shares outstanding as of May [removed: 25, 2022: 100,080,052][added: 23, 2023: 98,650,238]

Portions of the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting – Part III

| Item 1 | | | | | | [removed: Business] [added: [Business](#i31f994f843d14bc9bc85ab671dac6ff9_13)] | | | [removed: [3](#i855b88f0802a438ea74c4b4b61bd42b8_13)] [added: [3](#i31f994f843d14bc9bc85ab671dac6ff9_13)] | | |

| | | | | | | [removed: Information] [added: [Information] Related to Business [removed: Segments] [added: Segments](#i31f994f843d14bc9bc85ab671dac6ff9_19)] | | | [removed: [4](#i855b88f0802a438ea74c4b4b61bd42b8_19)] [added: [3](#i31f994f843d14bc9bc85ab671dac6ff9_19)] | | |

| | | | | | | [removed: Information] [added: [Information] with Respect to Our Business in [removed: General] [added: General](#i31f994f843d14bc9bc85ab671dac6ff9_22)] | | | [removed: [5](#i855b88f0802a438ea74c4b4b61bd42b8_22)] [added: [5](#i31f994f843d14bc9bc85ab671dac6ff9_22)] | | |

| Item 1A | | | | | | [removed: Risk Factors] [added: [Risk Factors](#i31f994f843d14bc9bc85ab671dac6ff9_25)] | | | [removed: [14](#i855b88f0802a438ea74c4b4b61bd42b8_25)] [added: [13](#i31f994f843d14bc9bc85ab671dac6ff9_25)] | | |

| Item 1B | | | | | | [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#i31f994f843d14bc9bc85ab671dac6ff9_28)] | | | [removed: [23](#i855b88f0802a438ea74c4b4b61bd42b8_28)] [added: [24](#i31f994f843d14bc9bc85ab671dac6ff9_28)] | | |

| Item 2 | | | | | | [removed: Properties] [added: [Properties](#i31f994f843d14bc9bc85ab671dac6ff9_31)] | | | [removed: [23](#i855b88f0802a438ea74c4b4b61bd42b8_31)] [added: [24](#i31f994f843d14bc9bc85ab671dac6ff9_31)] | | |

| Item 3 | | | | | | [Legal [removed: Proceedings](#i855b88f0802a438ea74c4b4b61bd42b8_34)] [added: Proceedings](#i31f994f843d14bc9bc85ab671dac6ff9_34)] | | | [removed: [25](#i855b88f0802a438ea74c4b4b61bd42b8_34)] [added: [25](#i31f994f843d14bc9bc85ab671dac6ff9_34)] | | |

| Item 4 | | | | | | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#i31f994f843d14bc9bc85ab671dac6ff9_37)] | | | [removed: [25](#i855b88f0802a438ea74c4b4b61bd42b8_37)] [added: [25](#i31f994f843d14bc9bc85ab671dac6ff9_37)] | | |

| Item 5 | | | | | | [removed: Market] [added: [Market] for [removed: Registrant’s] [added: Registrant](#i31f994f843d14bc9bc85ab671dac6ff9_43)['s] Ordinary Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities](#i31f994f843d14bc9bc85ab671dac6ff9_43)] | | | [removed: [26](#i855b88f0802a438ea74c4b4b61bd42b8_43)] [added: [26](#i31f994f843d14bc9bc85ab671dac6ff9_43)] | | |

| Item 7 | | | | | | [removed: Management’s] [added: [Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operation](#i31f994f843d14bc9bc85ab671dac6ff9_49)] | | | [removed: [28](#i855b88f0802a438ea74c4b4b61bd42b8_49)] [added: [28](#i31f994f843d14bc9bc85ab671dac6ff9_49)] | | |

| | | | | | | [removed: Revenues-Defined] [added: [Revenues-Defined](#i31f994f843d14bc9bc85ab671dac6ff9_58)] | | | [removed: [29](#i855b88f0802a438ea74c4b4b61bd42b8_58)] [added: [29](#i31f994f843d14bc9bc85ab671dac6ff9_58)] | | |

| | | | | | | [General Overview and Executive [removed: Summary](#i855b88f0802a438ea74c4b4b61bd42b8_61)] [added: Summary](#i31f994f843d14bc9bc85ab671dac6ff9_61)] | | | [removed: [29](#i855b88f0802a438ea74c4b4b61bd42b8_61)] [added: [29](#i31f994f843d14bc9bc85ab671dac6ff9_61)] | | |

| | | | | | | [Non-GAAP Financial [removed: Measures](#i855b88f0802a438ea74c4b4b61bd42b8_64)] [added: Measures](#i31f994f843d14bc9bc85ab671dac6ff9_64)] | | | [removed: [32](#i855b88f0802a438ea74c4b4b61bd42b8_64)] [added: [31](#i31f994f843d14bc9bc85ab671dac6ff9_64)] | | |

| | | | | | | [removed: Results of Operations] [added: [Results of](#i31f994f843d14bc9bc85ab671dac6ff9_67) [Operations](#i31f994f843d14bc9bc85ab671dac6ff9_67)] | | | [removed: [32](#i855b88f0802a438ea74c4b4b61bd42b8_67)] [added: [31](#i31f994f843d14bc9bc85ab671dac6ff9_67)] | | |

| | | | | | | [removed: Liquidity] [added: [Liquidity] and Capital [removed: Resources] [added: Resources](#i31f994f843d14bc9bc85ab671dac6ff9_70)] | | | [removed: [37](#i855b88f0802a438ea74c4b4b61bd42b8_70)] [added: [36](#i31f994f843d14bc9bc85ab671dac6ff9_70)] | | |

| | | | | | | [removed: Capital Expenditures] [added: [Capital Expenditures](#i31f994f843d14bc9bc85ab671dac6ff9_73)] | | | [removed: [42](#i855b88f0802a438ea74c4b4b61bd42b8_73)] [added: [41](#i31f994f843d14bc9bc85ab671dac6ff9_73)] | | |

| | | | | | | [removed: [Material](#i855b88f0802a438ea74c4b4b61bd42b8_76) [Future] [added: [Material Future] Cash Obligations [removed: a](#i855b88f0802a438ea74c4b4b61bd42b8_76)[nd] [added: and] Commercial [removed: Commitments](#i855b88f0802a438ea74c4b4b61bd42b8_76)] [added: Commitments](#i31f994f843d14bc9bc85ab671dac6ff9_76)] | | | [removed: [42](#i855b88f0802a438ea74c4b4b61bd42b8_76)] [added: [41](#i31f994f843d14bc9bc85ab671dac6ff9_76)] | | |

| | | | | | | [Supplemental Guarantor Financial [removed: Information](#i855b88f0802a438ea74c4b4b61bd42b8_79)] [added: Information](#i31f994f843d14bc9bc85ab671dac6ff9_79)] | | | [removed: [43](#i855b88f0802a438ea74c4b4b61bd42b8_79)] [added: [42](#i31f994f843d14bc9bc85ab671dac6ff9_79)] | | |

| | | | | | | [Critical Accounting Estimates and [removed: Assumptions](#i855b88f0802a438ea74c4b4b61bd42b8_82)] [added: Assumptions](#i31f994f843d14bc9bc85ab671dac6ff9_82)] | | | [removed: [45](#i855b88f0802a438ea74c4b4b61bd42b8_82)] [added: [44](#i31f994f843d14bc9bc85ab671dac6ff9_82)] | | |

| | | | | | | [removed: Forward-Looking Statements] [added: [Forward-Looking Statements](#i31f994f843d14bc9bc85ab671dac6ff9_85)] | | | [removed: [50](#i855b88f0802a438ea74c4b4b61bd42b8_91)] [added: [49](#i31f994f843d14bc9bc85ab671dac6ff9_85)] | | |

| Item 7A | | | | | | [removed: Quantitative] [added: [Quantitative] and Qualitative Disclosures About Market [removed: Risk] [added: Risk](#i31f994f843d14bc9bc85ab671dac6ff9_88)] | | | [removed: [51](#i855b88f0802a438ea74c4b4b61bd42b8_94)] [added: [51](#i31f994f843d14bc9bc85ab671dac6ff9_88)] | | |

| | | | | | | [removed: Foreign] [added: [Foreign] Currency [removed: Risk] [added: Risk](#i31f994f843d14bc9bc85ab671dac6ff9_94)] | | | [removed: [51](#i855b88f0802a438ea74c4b4b61bd42b8_100)] [added: [51](#i31f994f843d14bc9bc85ab671dac6ff9_94)] | | |

| | | | | | | [removed: Commodity Risk] [added: [Commodity Risk](#i31f994f843d14bc9bc85ab671dac6ff9_97)] | | | [removed: [51](#i855b88f0802a438ea74c4b4b61bd42b8_103)] [added: [51](#i31f994f843d14bc9bc85ab671dac6ff9_97)] | | |

| Item 8 | | | | | | [removed: Financial] [added: [Financial] Statements and Supplementary [removed: Data] [added: Data](#i31f994f843d14bc9bc85ab671dac6ff9_100)] | | | [removed: [52](#i855b88f0802a438ea74c4b4b61bd42b8_106)] [added: [52](#i31f994f843d14bc9bc85ab671dac6ff9_100)] | | |

| Item 9 | | | | | | [removed: Changes] [added: [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure](#i31f994f843d14bc9bc85ab671dac6ff9_202)] | | | [removed: [103](#i855b88f0802a438ea74c4b4b61bd42b8_214)] [added: [103](#i31f994f843d14bc9bc85ab671dac6ff9_202)] | | |

| Item 9A | | | | | | [removed: Controls] [added: [Controls] and [removed: Procedures] [added: P](#i31f994f843d14bc9bc85ab671dac6ff9_205)[rocedures](#i31f994f843d14bc9bc85ab671dac6ff9_205)] | | | [removed: [103](#i855b88f0802a438ea74c4b4b61bd42b8_217)] [added: [103](#i31f994f843d14bc9bc85ab671dac6ff9_205)] | | |

| Item 9B | | | | | | [removed: Other Information] [added: [Other Information](#i31f994f843d14bc9bc85ab671dac6ff9_208)] | | | [removed: [105](#i855b88f0802a438ea74c4b4b61bd42b8_220)] [added: [105](#i31f994f843d14bc9bc85ab671dac6ff9_208)] | | |

| Item 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i855b88f0802a438ea74c4b4b61bd42b8_2087)] [added: Inspections](#i31f994f843d14bc9bc85ab671dac6ff9_211)] | | | [removed: [105](#i855b88f0802a438ea74c4b4b61bd42b8_2087)] [added: [105](#i31f994f843d14bc9bc85ab671dac6ff9_211)] | | |

| Item 10 | | | | | | [removed: Directors,] [added: [Directors,] Executive [removed: Officers] [added: O](#i31f994f843d14bc9bc85ab671dac6ff9_217)[fficers] and [removed: Corporate Governance] [added: Corporate](#i31f994f843d14bc9bc85ab671dac6ff9_217) [Governance](#i31f994f843d14bc9bc85ab671dac6ff9_217)] | | | [removed: [106](#i855b88f0802a438ea74c4b4b61bd42b8_226)] [added: [106](#i31f994f843d14bc9bc85ab671dac6ff9_217)] | | |

| Item 12 | | | | | | [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters] [added: Matters](#i31f994f843d14bc9bc85ab671dac6ff9_223)] | | | [removed: [106](#i855b88f0802a438ea74c4b4b61bd42b8_232)] [added: [106](#i31f994f843d14bc9bc85ab671dac6ff9_223)] | | |

| Item 13 | | | | | | [removed: Certain Relationships] [added: [Certain Relation](#i31f994f843d14bc9bc85ab671dac6ff9_226)[ships] and Related Transactions, and Director [removed: Independence] [added: I](#i31f994f843d14bc9bc85ab671dac6ff9_226)[nde](#i31f994f843d14bc9bc85ab671dac6ff9_226)[pendence](#i31f994f843d14bc9bc85ab671dac6ff9_226)] | | | [removed: [106](#i855b88f0802a438ea74c4b4b61bd42b8_235)] [added: [106](#i31f994f843d14bc9bc85ab671dac6ff9_226)] | | |

| Item 14 | | | | | | [removed: Principal] [added: [Principal] Accountant Fees and [removed: Services] [added: Services](#i31f994f843d14bc9bc85ab671dac6ff9_229)] | | | [removed: [106](#i855b88f0802a438ea74c4b4b61bd42b8_238)] [added: [106](#i31f994f843d14bc9bc85ab671dac6ff9_229)] | | |

| Item 15 | | | | | | [removed: Exhibits] [added: [Exhibits] and Financial Statement [removed: Schedule] [added: Schedule](#i31f994f843d14bc9bc85ab671dac6ff9_235)] | | | [removed: [107](#i855b88f0802a438ea74c4b4b61bd42b8_244)] [added: [107](#i31f994f843d14bc9bc85ab671dac6ff9_235)] | | |

For example, fiscal year [removed: 2022] [added: 2023] ended on March 31, [removed: 2022.][added: 2023.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | [I](#i31f994f843d14bc9bc85ab671dac6ff9_16)[ntroduction](#i31f994f843d14bc9bc85ab671dac6ff9_16) | | | [3](#i31f994f843d14bc9bc85ab671dac6ff9_16) | | |

| Item 6 | | | | | | [Reserved](#i31f994f843d14bc9bc85ab671dac6ff9_46) | | | [27](#i31f994f843d14bc9bc85ab671dac6ff9_46) | | |

| | | | | | | [I](#i31f994f843d14bc9bc85ab671dac6ff9_52)[ntroduction](#i31f994f843d14bc9bc85ab671dac6ff9_52) | | | [28](#i31f994f843d14bc9bc85ab671dac6ff9_52) | | |

| | | | | | | [Financi](#i31f994f843d14bc9bc85ab671dac6ff9_55)[al Measures](#i31f994f843d14bc9bc85ab671dac6ff9_55) | | | [28](#i31f994f843d14bc9bc85ab671dac6ff9_55) | | |

| | | | | | | [I](#i31f994f843d14bc9bc85ab671dac6ff9_91)[nterest Rate Risk](#i31f994f843d14bc9bc85ab671dac6ff9_91) | | | [51](#i31f994f843d14bc9bc85ab671dac6ff9_91) | | |

| Item 11 | | | | | | [Execu](#i31f994f843d14bc9bc85ab671dac6ff9_220)[tive Compensation](#i31f994f843d14bc9bc85ab671dac6ff9_220) | | | [106](#i31f994f843d14bc9bc85ab671dac6ff9_220) | | |

| Item 16 | | | | | | [Form 10-K Summary](#i31f994f843d14bc9bc85ab671dac6ff9_238) | | | [110](#i31f994f843d14bc9bc85ab671dac6ff9_238) | | |

| | | | | | | [Si](#i31f994f843d14bc9bc85ab671dac6ff9_241)[gnatures](#i31f994f843d14bc9bc85ab671dac6ff9_241) | | | [111](#i31f994f843d14bc9bc85ab671dac6ff9_241) | | |

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

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

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

| | | | | | | Financial Measures | | | [28](#i855b88f0802a438ea74c4b4b61bd42b8_55) | | |

| | | | | | | Interest Rate Risk | | | [51](#i855b88f0802a438ea74c4b4b61bd42b8_97) | | |

| Item 11 | | | | | | Executive Compensation | | | [106](#i855b88f0802a438ea74c4b4b61bd42b8_229) | | |

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

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

The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, [removed: 2022.][added: 2023.]

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

The Company owns 54 and leases 17 contract sterilization locations, utilized in the Applied Sterilization Technologies Segment.

These locations are strategically located near Customer manufacturing and distribution sites and core distribution corridors throughout the Americas, Europe and Asia.

The Company

The Company owns 52 and leases 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.

Holders. As of March 31, [removed: 2022,] [added: 2023,] there were approximately 403 holders of record of our ordinary shares.

As of March 31, [removed: 2022,] [added: 2023,] there was approximately [removed: $308.9] [added: $13.9] million (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program.

[removed: The] [added: This share repurchases program was suspended on April 9, 2020 and the] suspension was lifted effective February 10, 2022, enabling the Company to resume stock repurchases pursuant to [removed: the] prior authorizations.

[removed: From February 14, 2022, through March 31, 2022,] [added: During fiscal 2023,] we repurchased [removed: 108,368] [added: 1,563,983] of our ordinary shares for the aggregate amount of [removed: $25.0] [added: $295.0] million (net of taxes, fees and commissions) pursuant to the authorizations.

During fiscal [removed: 2022,] [added: 2023,] we obtained [removed: 244,395] [added: 79,169] of our ordinary shares in the aggregate amount of [removed: $30.8] [added: $13.5] million in connection with [removed: share based] [added: 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: 2022:][added: 2023:]

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

(1) Does not include [removed: 5] [added: 8] shares purchased during the quarter at an average price of [removed: $235.63] [added: $194.76] 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 foregoing authorization was terminated May 3, 2023 and replaced with a new $500.0 million (net of taxes, fees and commissions) share repurchase program, which has no specified expiration date.

We have not made any repurchases under the new share repurchase program to date.

| January 1-31 | | | | | | 122,400 | | | | | | $ | 191.10 | | | | | 122,400 | | | | | | $ | 137,236 | |

| February 1-28 | | | | | | 230,200 | | | | | | $ | 190.03 | | | | | 230,200 | | | | | | 93,491 | | |

| March 1-31 | | | | | | 436,063 | | | | | | $ | 182.45 | | | | | 436,063 | | | | | | 13,932 | | |

| Total | | | | | | 788,663 | | | (1) | | | $ | 186.00 | | (1) | | | 788,663 | | | | | | $ | 13,932 | |

The share repurchase program has no specified expiration date.

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

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

| 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 | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i855b88f0802a438ea74c4b4b61bd42b8_109)42[)](#i855b88f0802a438ea74c4b4b61bd42b8_109)] [added: ID:](#i31f994f843d14bc9bc85ab671dac6ff9_103)42[)](#i31f994f843d14bc9bc85ab671dac6ff9_103)] | | | | | | [removed: [53](#i855b88f0802a438ea74c4b4b61bd42b8_109)] [added: [53](#i31f994f843d14bc9bc85ab671dac6ff9_103)] | | |

| | | | [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets] [added: Sheets](#i31f994f843d14bc9bc85ab671dac6ff9_106)] | | | | | | [removed: [56](#i855b88f0802a438ea74c4b4b61bd42b8_112)] [added: [56](#i31f994f843d14bc9bc85ab671dac6ff9_106)] | | |

| | | | [removed: Consolidated] [added: [Consolidated] Statements of [removed: Income] [added: Income](#i31f994f843d14bc9bc85ab671dac6ff9_112)] | | | | | | [removed: [57](#i855b88f0802a438ea74c4b4b61bd42b8_118)] [added: [57](#i31f994f843d14bc9bc85ab671dac6ff9_112)] | | |

[removed: | | | | Consolidated Statements of Comprehensive Income | | | | | | [58](#i855b88f0802a438ea74c4b4b61bd42b8_121) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME]

| | | | [removed: Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows] [added: Flows](#i31f994f843d14bc9bc85ab671dac6ff9_121)] | | | | | | [removed: [59](#i855b88f0802a438ea74c4b4b61bd42b8_127)] [added: [59](#i31f994f843d14bc9bc85ab671dac6ff9_121)] | | |

| | | | [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#i31f994f843d14bc9bc85ab671dac6ff9_130)] | | | | | | [removed: [61](#i855b88f0802a438ea74c4b4b61bd42b8_136)] [added: [61](#i31f994f843d14bc9bc85ab671dac6ff9_130)] | | |

| | | | [removed: Schedule] [added: [Schedule] II [removed: –] [added: -] Valuation [removed: and] [added: of] Qualifying [removed: Accounts] [added: Accounts](#i31f994f843d14bc9bc85ab671dac6ff9_199)] | | | | | | [removed: [102](#i855b88f0802a438ea74c4b4b61bd42b8_211)] [added: [102](#i31f994f843d14bc9bc85ab671dac6ff9_199)] | | |

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive [added: (loss)] income, shareholders' equity and cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 31, 2022] [added: 26, 2023] expressed an unqualified opinion thereon.

| | | | Auditing management’s [removed: preliminary valuation of] [added: quantitative impairment test for] the Dental [removed: and Healthcare customer relationships intangible assets in the Cantel acquisition] [added: reporting unit goodwill] was complex and judgmental due to the significant estimation uncertainty in the Company’s determination of the [removed: preliminary] fair value of the [removed: customer relationships intangible assets under an income approach] [added: reporting unit] using [removed: discounted cash flows.] [added: the income approach.] 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 [removed: customer attrition] [added: the discount] rate. [removed: These] [added: Elements of 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 [removed: accounting process for] [added: goodwill impairment review process. For example, we tested controls over] the [removed: Dental and Healthcare customer relationships intangible assets,] [added: estimation of the fair value of the reporting unit,] including [added: the Company’s] controls over [removed: management’s review of] the [removed: significant assumptions in] [added: valuation model,] the [removed: determination] [added: mathematical accuracy] of [added: the valuation model and development of underlying assumptions used to estimate] fair value [removed: under] [added: of] the [removed: income approach.] [added: reporting unit.] | | |

| March 31, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of period] | | | | | [removed: $] | 348,320 | | | | | [removed: $] | 220,531 | | [added: | | | | 319,581 | | |]

| Accounts receivable (net of allowances of [removed: $24,371] [added: $23,427] and [removed: $11,355,] [added: $24,371,] respectively) | | | | | | [removed: 799,041] [added: 928,315] | | | | | | [removed: 609,406] [added: 799,041] | | |

| Inventories, net | | | | | | [removed: 574,999] [added: 695,493] | | | | | | [removed: 315,067] [added: 574,999] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 156,637] [added: 179,277] | | | | | | [removed: 66,750] [added: 156,637] | | |

| Total current assets | | | | | | [removed: 1,878,997] [added: 2,011,442] | | | | | | [removed: 1,211,754] [added: 1,878,997] | | |

| Property, plant, and equipment, net | | | | | | [removed: 1,552,576] [added: 1,705,512] | | | | | | [removed: 1,235,400] [added: 1,552,576] | | |

| Lease right-of-use assets, net | | | | | | [removed: 188,480] [added: 191,741] | | | | | | [removed: 150,142] [added: 188,480] | | |

| Goodwill | | | | | | [removed: 4,404,343] [added: 3,879,219] | | | | | | [removed: 3,026,049] [added: 4,404,343] | | |

| Intangibles, net | | | | | | [removed: 3,328,537] [added: 2,955,780] | | | | | | [removed: 898,406] [added: 3,328,537] | | |

| Other assets | | | | | | [removed: 70,661] [added: 78,145] | | | | | | [removed: 52,720] [added: 70,661] | | |

| Total assets | | | | | | $ | [removed: 11,423,594] [added: 10,821,839] | | | | | $ | [removed: 6,574,471] [added: 11,423,594] | |

| Accounts payable | | | | | | $ | [removed: 225,737] [added: 279,620] | | | | | $ | [removed: 156,950] [added: 225,737] | |

| Accrued income taxes | | | | | | [removed: 26,873] [added: 43,804] | | | | | | [removed: 27,561] [added: 26,873] | | |

| Accrued payroll and other related liabilities | | | | | | [removed: 183,721] [added: 125,642] | | | | | | [removed: 150,078] [added: 183,721] | | |

| Short-term lease obligations | | | | | | [removed: 36,472] [added: 34,961] | | | | | | [removed: 22,774] [added: 36,472] | | |

| Short term indebtedness | | | | | | [removed: 142,875] [added: 60,000] | | | | | | [removed: —] [added: 142,875] | | |

| Accrued expenses and other | | | | | | [removed: 306,544] [added: 317,817] | | | | | | [removed: 220,557] [added: 306,544] | | |

| Total current liabilities | | | | | | [removed: 922,222] [added: 861,844] | | | | | | [removed: 577,920] [added: 922,222] | | |

| Long-term indebtedness | | | | | | [removed: 2,945,481] [added: 3,018,655] | | | | | | [removed: 1,650,540] [added: 2,945,481] | | |

| Deferred income taxes, net | | | | | | [removed: 780,619] [added: 617,538] | | | | | | [removed: 236,860] [added: 780,619] | | |

| Long-term lease obligations | | | | | | [removed: 155,056] [added: 160,493] | | | | | | [removed: 129,673] [added: 155,056] | | |

| Other liabilities | | | | | | [removed: 75,579] [added: 76,137] | | | | | | [removed: 88,010] [added: 75,579] | | |

| Total liabilities | | | | | | $ | [removed: 4,878,957] [added: 4,734,667] | | | | | $ | [removed: 2,683,003] [added: 4,878,957] | |

| Ordinary shares, with $0.001 par value; 500,000 shares authorized; [removed: 100,067] [added: 98,629] and [removed: 85,353] [added: 100,067] ordinary shares issued and outstanding, respectively | | | | | | [removed: 4,742,920] [added: 4,486,375] | | | | | | [removed: 2,002,825] [added: 4,742,920] | | |

| Retained earnings | | | | | | [removed: 1,999,244] [added: 1,911,533] | | | | | | [removed: 1,939,408] [added: 1,999,244] | | |

| Accumulated other comprehensive (loss) | | | | | | [removed: (209,808)] [added: (320,710)] | | | | | | [removed: (61,243)] [added: (209,808)] | | |

| Total shareholders’ equity | | | | | | [removed: 6,532,356] [added: 6,077,198] | | | | | | [removed: 3,880,990] [added: 6,532,356] | | |

| | | | [Consolidated Statements of Shareholder's Equity](#i31f994f843d14bc9bc85ab671dac6ff9_124) | | | | | | [60](#i31f994f843d14bc9bc85ab671dac6ff9_124) | | |

| *Description of the Matter* | | | Goodwill impairment assessment of the Dental Reporting Unit | | |

| | | | As discussed in Notes 1 and 3 of the consolidated financial statements, the Company’s goodwill balance was $3,879.2 million as of March 31, 2023. Management tests goodwill for impairment at least annually in the third quarter at the reporting unit level, or when evidence of potential impairment exists. This requires management to estimate the fair value of the reporting units with goodwill allocated to them. As a result of the deteriorating macroeconomic conditions including rising interest rates and inflationary pressures on material and labor costs, as well as uncertainty regarding the impact such economic strains will have on patient and Customer behavior in the short-term, management performed an interim discounted cash flow analysis for the Dental reporting unit as of September 30, 2022. Consequently, management determined that the estimated fair value of the Company’s Dental reporting no longer exceeded it’s carrying value. Management recognized a goodwill impairment charge of $490.6 million and the Company has no remaining goodwill associated to the Dental reporting unit. | | |

| | | | To test the estimated fair value of the reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the significant assumptions discussed above. We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model and other relevant factors. We assessed the historical accuracy of management’s assumptions of future expected net cash flows and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the reporting unit. | | |

May 26, 2023

| Goodwill impairment loss | | | | | | 490,565 | | | | | | — | | | | | | — | | |

| Net income attributable to shareholders | | | | | | $ | 107,030 | | | | | $ | 243,888 | | | | | $ | 397,400 | |

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

| Goodwill impairment loss | | | | | | 490,565 | | | | | | — | | | | | | — | | |

| Net income (loss) | | | — | | | — | | | 107,030 | | | — | | | (1,217) | | | 105,813 | | |

| Repurchases of ordinary shares | | | (1,642) | | | (297,322) | | | (11,243) | | | — | | | — | | | (308,565) | | |

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

| Years Ended March 31, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Changes in the fair value of these investments are recorded in the Interest income and miscellaneous expense (income) line of the Consolidated Statements of Income.

| ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations | | | | | | September 2022 | | | | | | The standard provides guidance to enhance the transparency of disclosures for entities that utilize supplier finance programs to include information about the key terms of the programs and present a rollforward of any obligations under the program where those obligations are presented in the balance sheet. | | | | | | NA | | | | | | We are in the process of evaluating the impact that the standard will have on our consolidated financial statements. | | |

Fiscal 2023Acquisitions

Total aggregate consideration was approximately $49,842, including potential contingent consideration of $7,269.

Purchase price allocations will be finalized within the measurement period not to exceed one year from closing.

During the second quarter of fiscal 2023, in connection with the preparation of our quarterly consolidated financial statements, we identified and recognized a goodwill impairment loss of $490,565 related to goodwill that arose with respect to assets acquired in the Cantel acquisition.

For more information on the impairment loss, see Note 3 to our consolidated financial statements titled, "Goodwill and Intangible Assets."

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

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

| | | | March 31, 2022 (As Previously Reported) | | | | | | Adjustments | | | | | | Final | | |

Fiscal 2023

Divestitures. In April 2022, we entered into an Asset Purchase Agreement to sell certain assets of our Animal Health business to Veterinary Orthopedic Implants, LLC.

During the third quarter of fiscal 2023, we received an additional $1,396 in working capital settlements related to the sale of this business.

| Goodwill acquired | | | | | | 6,221 | | | | | | 803 | | | | | | — | | | | | | — | | | | | | 7,024 | | |

| Measurement period adjustments to acquired goodwill | | | | | | (21,624) | | | | | | — | | | | | | 3,147 | | | | | | 40,565 | | | | | | 22,088 | | |

| Impairment | | | | | | — | | | | | | — | | | | | | — | | | | | | (490,565) | | | | | | (490,565) | | |

| Divestiture | | | | | | (2,358) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,358) | | |

| Balance at March 31, 2023 | | | | | | $ | 2,301,273 | | | | | $ | 1,396,134 | | | | | $ | 181,812 | | | | | $ | — | | | | | $ | 3,879,219 | |

The Company's reporting units are equivalent to the reportable operating segments.

In connection with the preparation of our second quarter consolidated financial statements, we considered the risk of impairment due to deteriorating macroeconomic conditions including rising interest rates and inflationary pressures on material and labor costs, as well as uncertainty regarding the impact such economic strains will have on patient and Customer behavior in the short-term.

Our conclusion, based on the qualitative assessment of these factors, was that it was more likely than not that the goodwill allocated to the Dental segment as of September 30, 2022 was impaired.

Our quantitative analysis to measure the extent of goodwill impairment compared the estimated fair value to the carrying value of the Dental segment.

The fair value is estimated as the present value of future cash flows.

Future cash flow projections are consistent with those used in our forecasting and strategic planning processes.

The determination of the discount rate requires judgement and assumptions to be developed about the weighted average cost of capital that market participants would employ in evaluating the current fair value of the business.

The macroeconomic factors that triggered the interim review are also the drivers of the increase in the weighted average cost of capital assumption.

In connection with the preparation of our second quarter consolidated financial statements, we identified that the estimated fair value of the Dental segment was below the carrying value and recognized a non-cash goodwill impairment charge of $490,565.

| | | | Consolidated Statements of Shareholders’ Equity | | | | | | [60](#i855b88f0802a438ea74c4b4b61bd42b8_130) | | |

| | | | | | |

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

| *Description of the Matter* | | | Valuation of the Dental and Healthcare customer relationships intangible assets related to the Cantel acquisition | | |

| | | | As discussed in Note 2 to the consolidated financial statements, on June 2, 2021, the Company acquired all of the outstanding units and equity of Cantel Medical Corp. (“Cantel”) for cash and ordinary shares equaling approximately $3.6 billion. The acquisition of 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 $2.3 billion of the purchase price to the fair value of the acquired Dental and Healthcare customer relationships intangible assets. The purchase price allocation for Cantel is preliminary. The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed. | | |

| | | | To test the estimated fair value of the acquired Dental and Healthcare customer relationships intangible 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 assets and compared the significant assumptions to current industry, market, and economic trends, and historical results of the acquired business. In addition, we involved our valuation specialists to assist with our evaluation of the methodology and significant assumptions used by the Company to determine the preliminary fair value estimate of the Dental and Healthcare customer relationship intangible assets, including the forecasted revenue growth rates, forecasted profit margins, and customer attrition rates. | | |

May 31, 2022

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

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

| Cash and cash equivalents at end of period | | | | | | $ | 348,320 | | | | | $ | 220,531 | | | | | $ | 319,581 | |

| Balance at March 31, 2019 | | | 84,517 | | | $ | 1,998,564 | | $ | 1,350,456 | | $ | (159,778) | | $ | 7,988 | | $ | 3,197,230 | |

| Net income | | | — | | | — | | | 407,659 | | | — | | | 200 | | | 407,859 | | |

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

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

1.

Revenue Recognition and Associated Liabilities. We adopted Accounting Standards Update ("ASU") 2014-09 “Revenue from Contracts with Customers” and the subsequently issued amendments on April 1, 2018.

At the time of adoption, certain of our capital equipment contracts were comprised of a single integrated performance obligation, which resulted in the deferral of the corresponding capital equipment revenue and cost of revenues until installation was complete.

Since the adoption of the standard, there have been changes made in our selling philosophy, product architecture, and manufacturing processes with respect to this product line, that impact whether the promises to transfer the individual goods or services to the Customer are separately identifiable from other promises in the contract.

After review of these changes, we have concluded that these contracts consist of multiple performance obligations that are capable of being distinct and meet the criteria for revenue to be recognized when the Customer obtains control of the asset, which is upon delivery of each performance obligation.

Revenues and costs of revenues related to these contracts totaling $14,609 and $7,560, respectively, that had previously been deferred were recognized in our fiscal 2021 first quarter.

without penalty and range from one to five years.

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

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

| ASU 2019-12 "Income Taxes (Topic 740)" | | | | | | December 2019 | | | | | | The standard provides final guidance that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance simplifies accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. | | | | | | First Quarter Fiscal 2022 | | | | | | We adopted this standard effective April 1, 2021 with no material impact to our consolidated financial statements. | | |

| ASU 2020-06 "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" | | | | | | August 2020 | | | | | | This standard simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. The standard reduces the number of accounting models that require separating embedded conversion features from convertible instruments. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. For contracts in an entity’s own equity, the new standard eliminates some of the current requirements for equity classification. The standard also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. | | | | | | First Quarter Fiscal 2022 | | | | | | We adopted this standard effective April 1, 2021 and applied it to our accounting for the convertible debt assumed in the acquisition of Cantel Medical LLC ("Cantel"). | | |

The purchase price has been allocated based on the latest draft valuations and remains preliminary.

As we finalize the fair value of assets acquired and liabilities assumed, additional purchase price adjustments and associated deferred taxes will be recorded during the remaining measurement period.

The finalization of the purchase accounting assessment in the first quarter of fiscal 2023 may result in additional changes in the valuation of assets acquired and liabilities assumed and that may impact our results of operations and financial position.

These preliminary estimates will be revised during the measurement period as third-party valuations are finalized, additional information becomes available and as additional analyses are performed, and these differences could have a material impact on our results of operations and financial position.

| | | | Cantel (1) | | |

(1) Purchase price allocation is preliminary as of March 31, 2022, as valuations have not been finalized.

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

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

Fiscal 2020 Acquisitions

The aggregate purchase price associated with these transactions was approximately $128,860, net of cash acquired and including contingent and deferred consideration.

Fiscal 2021 acquisition and integration expenses were primarily related to the acquisitions of Key Surgical LLC and Cantel.

Fiscal 2020

During fiscal 2020, we sold the operations of our Healthcare services business that were located in China.

Loans Receivable

In connection with an equity investment of $4,955, we agreed to provide a credit facility of up to approximately $11,606 for a term of up to seven years ending in 2025.

During the quarter ended March 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022.][added: 2023.]

Our evaluation of internal control over financial reporting did not include the internal controls of the entities that were acquired during fiscal [removed: 2022.][added: 2023.]

Total assets of the acquired businesses represented approximately [removed: 48%] [added: 0.50%] of our total assets as of March 31, [removed: 2022] [added: 2023] (of which [removed: 39%] [added: 0.30%] represent goodwill and intangible assets which were subjected to corporate controls) and approximately [removed: 21%] [added: 0.30%] of our total revenues for the year ended March 31, [removed: 2022.][added: 2023.]

We have audited STERIS plc and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] which are included in the fiscal [removed: 2022] [added: 2023] consolidated financial statements of the Company and constituted approximately [removed: 48%] [added: 0.50%] of total assets as of March 31, [removed: 2022] [added: 2023] and approximately [removed: 21%] [added: 0.30%] 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: 2022.][added: 2023.]

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated May [removed: 31, 2022] [added: 26, 2023] 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, 2023.

May 26, 2023

May 31, 2022

This Annual Report on Form 10-K incorporates by reference the information appearing under the caption "Nominees for Election as Directors," [removed: "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: 2022] [added: 2023] Annual Meeting of Shareholders (the "Proxy Statement").

This Annual Report on Form 10-K incorporates by reference the information appearing beginning under the captions "Executive Compensation," "Non-Employee Director [removed: Compensation"] [added: Compensation," "Pay for Performance,"] and "Miscellaneous Matters" of 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: 2022.][added: 2023.]

| Equity compensation plans approved by security holders | | | | | | 1,749,729 | | | | | | $154.60 | | | | | | 2,794,795 | | |

| Total | | | | | | 1,749,729 | | | | | | $154.60 | | | | | | 2,794,795 | | |

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

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

Consolidated Balance Sheets – March 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Consolidated Statements of Income – Years ended March 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

Consolidated Statements of Comprehensive Income – Years ended March 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

Consolidated Statements of Cash Flows – Years ended March 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

Consolidated Statements of Shareholders’ Equity – Years ended March 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

| 2.2 | | | [Amendment to the Agreement and Plan of Merger, dated March 1, 2021, by and among STERIS plc, Solar New US Holding Co, LLC, Crystal Merger Sub 1, LLC and Cantel Medical Corp. (filed [removed: as Exhibit 2.2 to] [added: as](http://www.sec.gov/Archives/edgar/data/0001757898/000114036121010605/nt10018921x2_s4a.htm) [Annex A-2](http://www.sec.gov/Archives/edgar/data/0001757898/000114036121010605/nt10018921x2_s4a.htm) [to] Amendment No. 1 to STERIS plc Registration Statement on Form S-4 filed March 30, 2021 (Commission File No. 333-253799) and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/0001757898/000114036121010605/nt10018921x2_s4a.htm)). | | |

| 3.1 | | | [STERIS plc [removed: Amended Memorandum and Articles of] [added: Memorandum](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex31.htm) [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).](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000005/ste03312019ex31.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 [removed: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000011/ste-20220331.htm#i09c7504eac0145f986c10a70bced4b7e_17-1-1-1-24104)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000017/a03312021ex45.htm)] | | |

| 10.2 | | | [Amendment No. 1 to STERIS plc 2006 Long-Term Equity Incentive [removed: Plan, as] [added: Plan](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm) [](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm)[(](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm)[as] Assumed, Amended and Restated Effective March 28, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm)[), effective July 27, 2021](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 [removed: No. 1-38848)] [added: No.](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm) [00](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm)[1-38848)] and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit102.htm) | | |

| 10.3 | | | [STERIS Corporation Form of Nonqualified Stock Option Agreement [removed: for Nonemployee Directors (filed] [added: for](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [Employees](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [(filed] as [removed: Exhibit 10.4 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [10.13](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [to] Form 10-Q for the fiscal quarter [removed: ended June 30, 2008 (Commission] [added: ended](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [December 31, 2012](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [00](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm)[1-14643)](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312508171665/dex104.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm)] | | |

| 10.4 | | | [STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as [removed: Exhibit 10.2 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm) [10.14](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm) [to] Form 10-Q for the fiscal quarter [removed: ended June 30, 2011 (Commission] [added: ended](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm) [December 31, 2012](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm) [00](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm)[1-14643)](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506511000005/ste06302011ex102.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm)] | | |

| [removed: 10.5] [added: 10.6] | | | [removed: [Amendment to STERIS] [added: [STERIS] Corporation [added: Form of] Nonqualified Stock Option Agreement [added: for Nonemployee Directors] (filed as [removed: Exhibit 10.11 to Form 10-Q for] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [10.34](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [to Form](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [10-K](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [for] the [removed: fiscal quarter ended December 31, 2012 (Commission] [added: fiscal](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [year](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [ended](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [March](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [31,](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [2013](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [001-14643)](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1011.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm)] | | |

| [removed: 10.6] [added: 10.5] | | | [STERIS [removed: Corporation Form] [added: Corporation](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [Form] of [removed: Nonqualified Stock Option Agreement for] [added: Career Restricted](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [Stock](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [Unit](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [Agreement](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [for] Nonemployee [removed: Directors (filed] [added: Directors](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [(filed] as [removed: Exhibit 10.12 to Form 10-Q for] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [10.33](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [to Form](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [10-K](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [for] the [removed: fiscal quarter ended December 31, 2012 (Commission] [added: fiscal](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [year](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [ended](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [March](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [31,](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [2013](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [001-14643)](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1012.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm)] | | |

| 10.7 | | | [added: [Form of](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm)] [STERIS [removed: Corporation Form of Nonqualified] [added: plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [Nonqualified] Stock Option Agreement for Employees (filed as [removed: Exhibit 10.13 to Form] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [10.2](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [to](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [STERIS plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [Form] 10-Q for the fiscal quarter ended December [removed: 31, 2012 (Commission] [added: 31,](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [2015](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm)] | | |

| [removed: 10.8] [added: 10.11] | | | [STERIS [removed: Corporation] [added: plc] Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit [removed: 10.14] [added: 10.2] to [added: STERIS plc] Form 10-Q for the fiscal quarter [removed: ended December 31, 2012 (Commission] [added: ended](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm) [September 30, 2018](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm)] | | |

| [removed: 10.9] [added: 10.13] | | | [added: [Form of](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm)] [STERIS [removed: Corporation Form of Career Restricted Stock Unit Agreement for Nonemployee Directors (filed] [added: plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [Career Restricted](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [Stock](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [Unit](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [Agreement for](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [Nonemployee Directors](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [(filed] as [removed: Exhibit 10.33 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [10.21](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [to STERIS plc] Form 10-K for [removed: the fiscal year] [added: the](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [year] ended March [removed: 31, 2013 (Commission] [added: 31,](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [2016](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm) [and] incorporated [added: herein] by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm)] | | |

| [removed: 10.10] [added: 10.8] | | | [removed: [STERIS Corporation Form] [added: [STERIS](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [Form] of Nonqualified Stock Option Agreement [removed: for Nonemployee Directors (filed] [added: for](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [Nonemployee Directors](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [(filed] as [removed: Exhibit 10.34 to Form 10-K for the fiscal year ended March 31, 2013 (Commission] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [10.20](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [to](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [STERIS plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [Form](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [10-K](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [for the](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [year](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [ended](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [March](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [31,](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [2016](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm) [and] incorporated [added: herein] by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm)] | | |

| [removed: 10.11] [added: 10.10] | | | [removed: [STERIS plc Form of Nonqualified] [added: [Amendment to](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [Nonqualified] Stock Option [removed: Agreement for Employees (filed] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [(filed] as [removed: Exhibit 10.2 to STERIS plc Form 10-Q for] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [10.4](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [to](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [STERIS plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [Form](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [10-Q](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [for] the [removed: fiscal quarter ended December 31, 2015 (Commission] [added: fiscal](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [quarter](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [ended](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [September 30, 2018](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [(Commission] File [removed: No. 1-37614) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm)] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [and incorporated](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [herein](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) [by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm)] | | |

| [removed: 10.12] [added: 10.9] | | | [removed: [STERIS plc Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed] [added: [STERIS](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [Form of](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [Restricted Stock](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [Agreement for](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [Employees](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [(filed] as [removed: Exhibit 10.20 to STERIS plc Form] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [10.16](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [to](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [STERIS plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [Form] 10-K for the [added: fiscal] year ended March [removed: 31, 2016 (Commission] [added: 31,](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [2018](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [(Commission] File [removed: No. 1-37614) and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm)] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [and incorporated](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [herein](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm) [by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm)] | | |

| [removed: 10.13] [added: 10.14] | | | [added: [Form of](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm)] [STERIS [removed: plc Form of Nonqualified Stock Agreement for Employees (filed] [added: plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [Restricted](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [Stock](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [Agreement](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [for Employees](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [(filed] as [removed: Exhibit 10.16 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [10.3](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [to] STERIS plc Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: March 31,] [added: September 30,] 2018 (Commission File [removed: No. 1-37614) and] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm)] | | |

| [removed: 10.14] [added: 10.12] | | | [removed: [Amendment to STERIS plc Nonqualified] [added: [Form of](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [STERIS plc](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [Nonqualified] Stock Option Agreement [removed: (filed] [added: for](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [Employees](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [(filed] as [removed: Exhibit 10.4 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [10.3](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [to] STERIS plc [removed: Form 10-Q for the fiscal quarter ended September] [added: Form](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [10-Q](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [for the](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [fiscal quarter](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [ended](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [September] 30, [removed: 2018 (Commission] [added: 2019](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [(Commission] File [removed: No. 1-37614) and] [added: No.](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [001-38848)](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm)] | | |

| 10.15 | | | [Form of STERIS [removed: plc Nonqualified Stock Option Agreement] [added: plc](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [Restricted](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [Stock](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [Agreement] for Employees (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended September [removed: 30, 2018 (Commission] [added: 30,](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [2019](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [(Commission] File [removed: No. 1-37614) and] [added: No.](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [001-38848)](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm)] | | |

| [removed: 10.16] [added: 10.18] | | | [removed: [Form] [added: [Description] of STERIS plc [removed: Nonqualified Stock Option Agreement for Employees] [added: Non-Employee Director Compensation Program] (filed as Exhibit [removed: 10.3] [added: 10.4] to STERIS plc Form 10-Q for the fiscal quarter ended September 30, [removed: 2019] [added: 2022] (Commission File No. 001-38848) and [removed: incorporated herein] [added: incorporated](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000021/ste09302022ex104.htm) [herein] by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000021/ste09302022ex104.htm)] | | |

| [removed: 10.17] [added: 10.29] | | | [removed: [STERIS plc Form] [added: [Form of](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [Deed] of [removed: Restricted Stock Agreement for Employees (filed] [added: Indemnification for](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [STERIS](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [plc directors](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [and](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [executive officers](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [(filed] as [removed: Exhibit 10.3 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [10.1](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [to] STERIS plc [removed: Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission] [added: Form](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [10-Q](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [for the](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [fiscal quarter](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [ended](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [June 30, 2022](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [(Commission] File [removed: No. 1-37614) and] [added: No.](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [001-38848)](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [and] incorporated herein [removed: by reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex103.htm)] [added: by](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm) [reference). *](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm)] | | |

| [removed: 10.18] [added: 10.25] | | | [removed: [STERIS plc Form] [added: [Form] of [removed: Career Restricted Stock Agreement for Nonemployee] [added: Make-Whole Payment](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [and](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [Related Payment Conditions](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [Agreement](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [Between Former](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [STERIS Corporation](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [Non-Employee] Directors [removed: (filed as Exhibit 10.21 to] [added: and] STERIS [removed: plc Form 10-K for the year ended March 31, 2016 (Commission] [added: Corporation](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [(filed as Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [10.32](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [to](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [STERIS plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [Form](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [10-K](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [for the](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [year](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [ended](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [March](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [31,](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [2016](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [(Commission] File [removed: No. 1-37614) and] [added: No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1032.htm)] | | |

| [removed: 10.19] [added: 10.26] | | | [removed: [STERIS plc Form] [added: [Form] of [removed: Performance Restricted Stock] [added: Make-Whole Payment and Related Repayment Conditions] Agreement [removed: for Employees (filed as Exhibit 10.1 to] [added: Between] STERIS [removed: plc Form 8-K filed June 1, 2017 (Commission File No. 1-37614),] [added: Corporation Executive Officers] and [added: STERIS Corporation](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [(filed as Exhibit](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [10.33](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [to](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [STERIS plc](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [Form](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [10-K](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [for the](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [year](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [ended](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [March](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [31,](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [2016](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [(Commission File No.](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [001-37614)](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000119312517191255/d514391dex101.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1033.htm)] | | |

| [removed: 10.20] [added: 10.30] | | | [removed: [STERIS plc Form] [added: [Form of](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [Deed] of [removed: Restricted Stock Agreement for Employees (filed] [added: Indemnification for](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [STERIS](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [plc directors](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [and](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [executive officers](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [(filed] as [removed: Exhibit 10.3 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [10.2](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [to] STERIS plc [removed: Form 10-Q for the fiscal quarter ended September] [added: Form](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [10-Q](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [for the](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [fiscal quarter](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [ended](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [June] 30, [removed: 2018 (Commission File No. 1-37614), and] [added: 2022)(Commission](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [File No.](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [001-38848)](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm)] | | |

| [removed: 10.21] [added: 10.20] | | | [removed: [Form of STERIS plc Restricted Stock] [added: [Amended and Restated Adoption] Agreement [removed: for Employees (filed] [added: related to](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [STERIS](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [Corporation Deferred Compensation Plan, dated December 16, 2008](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [(filed] as [removed: Exhibit 10.2 to STERIS plc Form 10-Q for] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [10.2](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [to](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [Form 10-Q](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [filed](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [for] the fiscal quarter [removed: ended September 30, 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)] [added: ended](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [December 31, 2008](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm)] [(Commission File [removed: No. 001-38848) and] [added: No.](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [001-14643)](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm)] | | |

| [removed: 10.22] [added: 10.23] | | | [removed: [Description of STERIS plc Non-Employee Director Compensation Program (filed] [added: [Amendment No. 1 to](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [STERIS](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [plc Management Incentive](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [Compensation Plan](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [(As Assumed, Amended and Restated Effective March 28, 2019), dated March 2, 2020](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [(filed] as [removed: Exhibit 10.1 to STERIS plc Form 10-Q for the] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [10.27](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [to](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [the](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [Form](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [10-K](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [filed](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [for] fiscal [removed: quarter] [added: year] ended [removed: September 30, 2021 (Commission] [added: March 31, 2020](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [(Commission] File [removed: No. 001-38848) and] [added: No.](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [001-38848)](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [and] incorporated herein [removed: by reference).*](http://www.sec.gov/Archives/edgar/data/1757898/000175789821000034/ste09302021exhibit101.htm)] [added: by](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm) [reference)*](http://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm)] | | |

| [removed: 10.23] [added: 10.19] | | | [removed: [STERIS Corporation] [added: [STERIS](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm) [Corporation] Deferred Compensation Plan Document [removed: (filed] [added: (As Amended and Restated Effective January 1, 2009)](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm) [(filed] as Exhibit 10.1 [removed: to Form 8-K filed September 1, 2006 (Commission] [added: to](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm) [Form 10-Q for the fiscal quarter ended December 31, 2008](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm) [001-14643)](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312506184330/dex101.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm)] | | |

| [removed: 10.24] [added: 10.21] | | | [removed: [STERIS Corporation] [added: [Amendment No. 1 to](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [STERIS](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [Corporation] Deferred Compensation Plan Document [removed: (as] [added: (As] Amended and Restated Effective January 1, [removed: 2009) (filed] [added: 2009), dated November 4, 2011](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [(filed] as [removed: Exhibit 10.1 to Form] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [10.1](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [to](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [Form] 10-Q for the fiscal quarter [removed: ended December] [added: ended](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [December] 31, [removed: 2008 (Commission] [added: 2011](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [(Commission] File [removed: No. 1-14643), and] [added: No.](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [001-14643),](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm) [and] incorporated herein by [removed: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm)] [added: reference).*](http://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm)] | | |