Cover and table of contents

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Cover and table of contents

United States Securities and Exchange Commission

Washington, D. C. 20549


FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 2024

OR

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

Commission file number 001-38848

STERIS plc

(Exact name of registrant as specified in its charter)

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

353 1 232 2000

(Registrant’s telephone number, including area code)

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

Title of each classTrading symbol(s)Name of Exchange on Which Registered
Ordinary Shares, $0.001 par valueSTENew York Stock Exchange
2.700% Senior Notes due 2031STE/31New York Stock Exchange
3.750% Senior Notes due 2051STE/51New York Stock Exchange

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

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

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

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

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

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

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

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

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

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. o

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). o

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

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of September 30, 2023 was $21,614.0 million.

The number of Ordinary Shares outstanding as of May 24, 2024: 98,900,010

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2024 Annual Meeting – Part III

Table of Contents

Page
Part I
Item 1Business3
Introduction3
Information Related to Business Segments3
Information with Respect to Our Business in General5
Item 1ARisk Factors14
Item 1BUnresolved Staff Comments25
Item 1CCybersecurity25
Item 2Properties26
Item 3Legal Proceedings27
Item 4Mine Safety Disclosures27
Part II
Item 5Market for Registrant's Ordinary Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities28
Item 6Reserved29
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operation30
Introduction30
Financial Measures30
Revenues-Defined31
General Overview and Executive Summary31
Non-GAAP Financial Measures33
Results of Operations33
Liquidity and Capital Resources38
Capital Expenditures42
Material Future Cash Obligations and Commercial Commitments43
Supplemental Guarantor Financial Information43
Critical Accounting Estimates and Assumptions45
Forward-Looking Statements50
Item 7AQuantitative and Qualitative Disclosures About Market Risk52
Interest Rate Risk52
Foreign Currency Risk52
Commodity Risk52
Item 8Financial Statements and Supplementary Data53
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure107
Item 9AControls and Procedures107
Item 9BOther Information109
Item 9CDisclosure Regarding Foreign Jurisdictions That Prevent Inspections109
Part III
Item 10Directors, Executive Officers and Corporate Governance110
Item 11Executive Compensation110
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters110
Item 13Certain Relationships and Related Transactions, and Director Independence110
Item 14Principal Accountant Fees and Services110
Part IV
Item 15Exhibits and Financial Statement Schedule111
Item 16Form 10-K Summary115
Signatures116

PART I

Throughout this Annual Report, STERIS plc and its subsidiaries together are called "STERIS," "the Company," "we," "us," or "our," unless otherwise noted. References in this Annual Report to a particular "year," "fiscal," "fiscal year," or "year-end" mean our fiscal year, which ends on March 31. For example, fiscal year 2024 ended on March 31, 2024.

Next: Item 1. BUSINESS