Item 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
| September 30, 2025 | March 31, 2025 | |||||||||||||
| (Unaudited) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 319.2 | $ | 171.7 | ||||||||||
| Accounts receivable (net of allowances of $27.1 and $24.4 respectively) | 947.3 | 1,044.0 | ||||||||||||
| Inventories, net | 658.5 | 581.3 | ||||||||||||
| Prepaid expenses and other current assets | 181.3 | 203.8 | ||||||||||||
| Total current assets | 2,106.3 | 2,000.8 | ||||||||||||
| Property, plant, and equipment, net | 2,091.5 | 1,956.5 | ||||||||||||
| Lease right-of-use assets, net | 160.6 | 156.4 | ||||||||||||
| Goodwill | 4,215.3 | 4,095.7 | ||||||||||||
| Intangibles, net | 1,749.0 | 1,854.4 | ||||||||||||
| Other assets | 87.9 | 83.0 | ||||||||||||
| Total assets | $ | 10,410.7 | $ | 10,146.8 | ||||||||||
| Liabilities and equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 308.9 | $ | 280.8 | ||||||||||
| Accrued income taxes | 16.9 | 21.4 | ||||||||||||
| Accrued payroll and other related liabilities | 167.5 | 192.7 | ||||||||||||
| Short-term lease obligations | 35.3 | 34.2 | ||||||||||||
| Short-term indebtedness | — | 125.0 | ||||||||||||
| Accrued expenses and other | 360.3 | 368.1 | ||||||||||||
| Total current liabilities | 888.9 | 1,022.2 | ||||||||||||
| Long-term indebtedness | 1,897.3 | 1,918.7 | ||||||||||||
| Deferred income taxes, net | 412.0 | 403.6 | ||||||||||||
| Long-term lease obligations | 126.0 | 124.6 | ||||||||||||
| Other liabilities | 63.9 | 61.9 | ||||||||||||
| Total liabilities | $ | 3,388.2 | $ | 3,531.1 | ||||||||||
| Commitments and contingencies (see Note 10) | ||||||||||||||
| Ordinary shares, with $0.001 par value; 500.0 shares authorized; 98.1 and 98.3 ordinary shares issued and outstanding, respectively | 4,358.7 | 4,420.4 | ||||||||||||
| Retained earnings | 2,726.4 | 2,475.3 | ||||||||||||
| Accumulated other comprehensive loss | (76.1) | (292.3) | ||||||||||||
| Total shareholders’ equity | 7,009.1 | 6,603.4 | ||||||||||||
| Noncontrolling interests | 13.5 | 12.4 | ||||||||||||
| Total equity | 7,022.5 | 6,615.8 | ||||||||||||
| Total liabilities and equity | $ | 10,410.7 | $ | 10,146.8 |
See notes to consolidated financial statements.
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Product | $ | 745.4 | $ | 695.9 | $ | 1,435.9 | $ | 1,352.2 | ||||||||||||||||||
| Service | $ | 714.9 | $ | 633.0 | $ | 1,415.4 | $ | 1,256.2 | ||||||||||||||||||
| Total revenues | $ | 1,460.3 | $ | 1,328.9 | $ | 2,851.4 | $ | 2,608.4 | ||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Product | 390.8 | 368.7 | 750.5 | 709.1 | ||||||||||||||||||||||
| Service | 423.6 | 381.4 | 827.0 | 748.1 | ||||||||||||||||||||||
| Total cost of revenues | 814.4 | 750.1 | 1,577.5 | 1,457.2 | ||||||||||||||||||||||
| Gross profit | 645.9 | 578.8 | 1,273.9 | 1,151.2 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling, general, and administrative | 349.7 | 329.3 | 703.6 | 664.9 | ||||||||||||||||||||||
| Research and development | 28.2 | 27.0 | 54.6 | 52.6 | ||||||||||||||||||||||
| Restructuring expenses | 2.2 | 2.8 | 3.9 | 28.5 | ||||||||||||||||||||||
| Total operating expenses | 380.1 | 359.1 | 762.1 | 746.0 | ||||||||||||||||||||||
| Income from operations | 265.8 | 219.7 | 511.8 | 405.2 | ||||||||||||||||||||||
| Non-operating expenses, net: | ||||||||||||||||||||||||||
| Interest expense | 14.9 | 19.7 | 30.7 | 50.1 | ||||||||||||||||||||||
| Interest and miscellaneous income | (2.4) | (1.1) | (4.1) | (2.4) | ||||||||||||||||||||||
| Loss (gain) on sale of businesses and equity investment, net | 0.2 | 6.2 | 0.3 | (12.6) | ||||||||||||||||||||||
| Total non-operating expenses, net | 12.7 | 24.8 | 26.8 | 35.0 | ||||||||||||||||||||||
| Income from continuing operations before income tax expense | 253.1 | 194.9 | 485.0 | 370.2 | ||||||||||||||||||||||
| Income tax expense | 60.6 | 43.5 | 114.5 | 78.8 | ||||||||||||||||||||||
| Income from continuing operations, net of income tax | 192.5 | 151.4 | 370.4 | 291.3 | ||||||||||||||||||||||
| (Loss) income from discontinued operations, net of income tax | — | (0.2) | — | 5.4 | ||||||||||||||||||||||
| Net income | 192.5 | 151.2 | 370.4 | 296.7 | ||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 0.6 | 1.1 | 1.3 | 1.3 | ||||||||||||||||||||||
| Net income attributable to shareholders | $ | 191.9 | $ | 150.0 | $ | 369.2 | $ | 295.4 | ||||||||||||||||||
| Net income per share attributable to shareholders - Basic: | ||||||||||||||||||||||||||
| Continuing Operations | $ | 1.95 | $ | 1.52 | $ | 3.75 | $ | 2.94 | ||||||||||||||||||
| Discontinued Operations | $ | — | $ | — | $ | — | $ | 0.05 | ||||||||||||||||||
| Total | $ | 1.95 | 1.52 | $ | 3.75 | $ | 2.99 | |||||||||||||||||||
| Net income per share attributable to shareholders - Diluted: | ||||||||||||||||||||||||||
| Continuing Operations | $ | 1.94 | $ | 1.51 | $ | 3.74 | $ | 2.92 | ||||||||||||||||||
| Discontinued Operations | $ | — | $ | — | $ | — | $ | 0.05 | ||||||||||||||||||
| Total | $ | 1.94 | 1.51 | $ | 3.74 | $ | 2.98 | |||||||||||||||||||
| Cash dividends declared per share ordinary outstanding | $ | 0.63 | $ | 0.57 | $ | 1.20 | $ | 1.09 |
See notes to consolidated financial statements.
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | 192.5 | $ | 151.2 | $ | 370.4 | $ | 296.7 | ||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 0.6 | 1.1 | 1.3 | 1.3 | ||||||||||||||||||||||
| Net income attributable to shareholders | 191.9 | 150.0 | 369.2 | 295.4 | ||||||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||||
| Defined benefit plan changes, net of taxes | — | — | — | (0.1) | ||||||||||||||||||||||
| Change in cumulative foreign currency translation adjustment | (5.6) | 157.2 | 216.2 | 162.9 | ||||||||||||||||||||||
| Total other comprehensive (loss) income | (5.6) | 157.2 | 216.2 | 162.8 | ||||||||||||||||||||||
| Comprehensive income | $ | 186.3 | $ | 307.3 | $ | 585.4 | $ | 458.2 |
See notes to consolidated financial statements.
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Six Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Operating activities: | ||||||||||||||
| Net income | $ | 370.4 | $ | 296.7 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation, depletion, and amortization | 241.1 | 228.0 | ||||||||||||
| Deferred income taxes | (0.1) | (22.1) | ||||||||||||
| Share-based compensation expense | 33.1 | 32.3 | ||||||||||||
| Loss on the disposal of property, plant, equipment, and intangibles, net | 0.1 | 2.7 | ||||||||||||
| Loss (gain) on sale of businesses and equity investment, net | 0.3 | (4.5) | ||||||||||||
| Other items | 13.2 | 0.6 | ||||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||||||||||||||
| Accounts receivable, net | 113.9 | 82.5 | ||||||||||||
| Inventories, net | (60.7) | (18.7) | ||||||||||||
| Other current assets | 25.5 | 8.6 | ||||||||||||
| Accounts payable | 23.0 | (16.3) | ||||||||||||
| Accruals and other, net | (52.1) | (35.3) | ||||||||||||
| Net cash provided by operating activities | 707.8 | 554.5 | ||||||||||||
| Investing activities: | ||||||||||||||
| Purchases of property, plant, equipment, and intangibles, net | (180.1) | (210.0) | ||||||||||||
| Proceeds from the sale of businesses | — | 809.9 | ||||||||||||
| Purchase of investments | (1.8) | — | ||||||||||||
| Acquisition of businesses, net of cash acquired | (15.0) | (17.5) | ||||||||||||
| Net cash (used in) provided by investing activities | (196.8) | 582.5 | ||||||||||||
| Financing activities: | ||||||||||||||
| Payments on Private Placement Senior Notes | (125.0) | — | ||||||||||||
| Payments on term loans | — | (638.1) | ||||||||||||
| Payments under credit facilities, net | (34.8) | (344.9) | ||||||||||||
| Acquisition related deferred or contingent consideration | (0.2) | (0.2) | ||||||||||||
| Repurchases of ordinary shares | (111.1) | (110.6) | ||||||||||||
| Cash dividends paid to ordinary shareholders | (118.1) | (107.7) | ||||||||||||
| Contributions from noncontrolling interest holders | — | 2.5 | ||||||||||||
| Stock option and other equity transactions, net | 16.9 | 19.1 | ||||||||||||
| Net cash used in financing activities | (372.3) | (1,179.9) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 8.7 | 8.1 | ||||||||||||
| Increase (decrease) in cash and cash equivalents | 147.5 | (34.8) | ||||||||||||
| Cash and cash equivalents at beginning of period | 171.7 | 207.0 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 319.2 | $ | 172.2 |
See notes to consolidated financial statements.
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except per share amounts)
(Unaudited)
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| Ordinary Shares | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total Equity | ||||||||||||||||
| Number | Amount | |||||||||||||||||||
| Balance at June 30, 2025 | 98.4 | $ | 4,431.0 | $ | 2,596.5 | $ | (70.5) | $ | 12.9 | $ | 6,969.9 | |||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net income | — | — | 191.9 | — | 0.6 | 192.5 | ||||||||||||||
| Other comprehensive loss | — | — | — | (5.6) | — | (5.6) | ||||||||||||||
| Repurchases of ordinary shares | (0.4) | (101.0) | — | — | — | (101.0) | ||||||||||||||
| Equity compensation programs and other | 0.1 | 28.8 | — | — | — | 28.8 | ||||||||||||||
| Cash dividends - $0.63 per ordinary share | — | — | (62.0) | — | — | (62.0) | ||||||||||||||
| Balance at September 30, 2025 | 98.1 | 4,358.7 | 2,726.4 | (76.1) | 13.5 | $ | 7,022.5 |
| Six Months Ended September 30, 2025 | ||||||||||||||||||||
| Ordinary Shares | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total Equity | ||||||||||||||||
| Number | Amount | |||||||||||||||||||
| Balance at March 31, 2025 | 98.3 | $ | 4,420.4 | $ | 2,475.3 | $ | (292.3) | $ | 12.4 | $ | 6,615.8 | |||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net income | — | — | 369.2 | — | 1.3 | 370.4 | ||||||||||||||
| Other comprehensive income | — | — | — | 216.2 | — | 216.2 | ||||||||||||||
| Repurchases of ordinary shares | (0.5) | (111.6) | — | — | — | (111.6) | ||||||||||||||
| Equity compensation programs and other | 0.3 | 50.0 | — | — | — | 50.0 | ||||||||||||||
| Cash dividends – $1.20 per ordinary share | — | — | (118.1) | — | — | (118.1) | ||||||||||||||
| Other changes in noncontrolling interest holders | — | — | — | — | (0.1) | (0.1) | ||||||||||||||
| Balance at September 30, 2025 | 98.1 | 4,358.7 | 2,726.4 | (76.1) | 13.5 | $ | 7,022.5 |
| Three Months Ended September 30, 2024 | ||||||||||||||||||||
| Ordinary Shares | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total Equity | ||||||||||||||||
| Number | Amount | |||||||||||||||||||
| Balance at June 30, 2024 | 98.8 | $ | 4,499.6 | $ | 2,178.1 | $ | (323.1) | $ | 15.8 | $ | 6,370.4 | |||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net income | — | — | 150.0 | — | 1.1 | 151.2 | ||||||||||||||
| Other comprehensive income | — | — | — | 157.2 | — | 157.2 | ||||||||||||||
| Repurchases of ordinary shares | (0.2) | (42.9) | (3.6) | — | — | (46.4) | ||||||||||||||
| Equity compensation programs and other | 0.1 | 34.3 | — | — | — | 34.3 | ||||||||||||||
| Cash dividends – $0.52 per ordinary share | — | — | (56.2) | — | — | (56.2) | ||||||||||||||
| Balance at September 30, 2024 | 98.7 | 4,491.0 | 2,268.3 | (165.8) | 17.0 | $ | 6,610.5 |
| Six Months Ended September 30, 2024 | ||||||||||||||||||||
| Ordinary Shares | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total Equity | ||||||||||||||||
| Number | Amount | |||||||||||||||||||
| Balance at March 31, 2024 | 98.9 | $ | 4,543.2 | $ | 2,087.6 | $ | (328.7) | $ | 13.2 | $ | 6,315.3 | |||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net income | — | — | 295.4 | — | 1.3 | 296.7 | ||||||||||||||
| Other comprehensive income | — | — | — | 162.8 | — | 162.8 | ||||||||||||||
| Repurchases of ordinary shares | (0.5) | (103.5) | (7.1) | — | — | (110.6) | ||||||||||||||
| Equity compensation programs and other | 0.4 | 51.4 | — | — | — | 51.4 | ||||||||||||||
| Cash dividends – $0.99 per ordinary share | — | — | (107.7) | — | — | (107.7) | ||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | 2.5 | 2.5 | ||||||||||||||
| Balance at September 30, 2024 | 98.7 | 4,491.0 | 2,268.3 | (165.8) | 17.0 | $ | 6,610.5 |
See notes to consolidated financial statements.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the Three and Six Months Ended September 30, 2025 and 2024
1. Nature of Operations and Summary of Significant Accounting Policies
STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention. WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around the globe. We offer our Customers a unique mix of innovative products and services. These include: consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools; services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, and outsourced reprocessing; capital equipment, such as sterilizers, surgical tables, and automated endoscope reprocessors; and connectivity solutions such as operating room (“OR”) integration.
We operate and report our financial information in three reportable business segments: Healthcare, Applied Sterilization Technologies ("AST"), and Life Sciences. Previously, we had four reportable business segments, however, as a result of the divestiture of our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability purposes, as required. We describe our business segments in Note 11 titled "Business Segment Information."
Our fiscal year ends on March 31. References in this Quarterly Report to a particular "year," "fiscal," "fiscal year," or "year-end" mean our fiscal year. The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below.
A detailed description of our significant and critical accounting policies, estimates, and assumptions is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the Securities and Exchange Commission ("SEC") on May 29, 2025. Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2025.
Interim Financial Statements
We prepared the accompanying unaudited consolidated financial statements of the Company according to accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. This means that they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Our unaudited interim consolidated financial statements contain all material adjustments (including normal recurring accruals and adjustments) management believes are necessary to fairly state our financial condition, results of operations, and cash flows for the periods presented.
These interim consolidated financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025. The Consolidated Balance Sheet at March 31, 2025 was derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Principles of Consolidation
We use the consolidation method to report our investment in our subsidiaries. Therefore, the accompanying consolidated financial statements include the financial statements of the Company and its wholly-owned and majority-owned subsidiaries. We eliminate intercompany accounts and transactions when we consolidate these financial statements. Investments in equity of unconsolidated affiliates, over which the Company has significant influence, but not control, over the financial and operating polices, are accounted for primarily using the equity method. These investments are immaterial to the Company's consolidated financial statements. Our reporting currency is United States Dollars (USD). Columns and rows within tables may not add due to rounding. Percentages have been calculated using actual, non-rounded figures.
Discontinued Operations
On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $787.5 million, subject to customary adjustments, and up to an additional $12.5 million in contingent payment had the Dental business achieved certain revenue targets in fiscal 2025. The transaction was structured as an equity sale and closed on May 31, 2024. A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the divestiture of our Dental segment and determined that those conditions for discontinued operations presentation had been met prior to March 31, 2024. The Dental segment results of operations have been reclassified as income (loss) from discontinued operations in the
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
Consolidated Statements of Income for all periods presented. Our Consolidated Statements of Cash Flows include the financial results of the Dental segment through the date of sale on May 31, 2024. For additional information regarding this transaction and its effect on our financial reporting, refer to Note 4 titled, "Discontinued Operations" and Note 11 titled, "Business Segment Information."
Use of Estimates
We make certain estimates and assumptions when preparing financial statements according to U.S. GAAP that affect the reported amounts of assets and liabilities at the financial statement dates and the reported amounts of revenues and expenses during the periods presented. These estimates and assumptions involve judgments with respect to many factors that are difficult to predict and are beyond our control. Actual results could be materially different from these estimates. We revise the estimates and assumptions as new information becomes available. This means that operating results for the six month period ended September 30, 2025 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2026.
Contract Liabilities
Payments received from Customers are based on invoices or billing schedules as established in contracts with Customers. Deferred revenue is recorded when payment is received in advance of performance under the contract. Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year. During the first six months of fiscal 2026, $47.5 million of the March 31, 2025 deferred revenue balance was recorded as revenue. During the first six months of fiscal 2025, $52.1 million of the March 31, 2024 deferred revenue balance was recorded as revenue.
Refer to Note 8 titled, "Additional Consolidated Balance Sheet Information" for deferred revenue balances.
Remaining Performance Obligations
Remaining performance obligations reflect only the performance obligations related to agreements for which we have a firm commitment from a Customer to purchase, and exclude variable consideration related to unsatisfied performance obligations. With regard to products, these remaining performance obligations include orders for capital equipment and consumables where control of the products has not passed to the Customer. With regard to service, these remaining performance obligations primarily include installation, certification, and outsourced reprocessing services. As of September 30, 2025, the transaction price allocated to remaining performance obligations was approximately $1,926.4 million. We expect to recognize approximately 53% of the transaction price within one year and approximately 38% beyond one year. The remainder has yet to be scheduled for delivery.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
Recently Issued Accounting Standards Impacting the Company
Recently Issued Accounting Standards impacting the Company are presented in the following table:
| Standard | Date of Issuance | Description | Date of Adoption | Effect on the financial statements or other significant matters | ||||||||||||||||||||||
| Standards that have not yet been adopted. | ||||||||||||||||||||||||||
| ASU 2023-09 "Income Taxes (Topic 740) Improvements to Income Tax Disclosures." | December 2023 | The standard provides guidance to enhance disclosures related to income taxes paid (net of refunds), requiring disaggregation by federal, state, and foreign, and disclosure of income taxes paid (net of refunds received) by individual jurisdictions that represent greater than 5% of the total. The standard also requires disclosure of income (loss) from continuing operations before income taxes, disaggregated between domestic and foreign, and income tax expense (or benefit) disaggregated by federal, state, and foreign. Finally, the standard removes the requirement for certain disclosures related to changes in unrecognized tax benefits and certain amounts of temporary differences. The amendments in this standard are effective for annual periods beginning after December 15, 2024. | NA | We are currently assessing the impact of this standard update on our disclosures in the notes to the consolidated financial statements. | ||||||||||||||||||||||
| ASU 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses." | November 2024 | The standard provides guidance to enhance disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The standard also requires amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. | NA | We are currently assessing the impact of this standard update on our disclosures in the notes to the consolidated financial statements. | ||||||||||||||||||||||
| ASU 2025-05 "Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets." | July 2025 | The standard introduces a practical expedient allowing entities to assume current economic conditions, as of the balance sheet date, remain unchanged when estimating expected credit losses for current trade receivables and contract assets. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods, with early adoption permitted. | NA | We are currently assessing the impact of this standard update on our disclosures in the notes to the consolidated financial statements. | ||||||||||||||||||||||
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
| ASU 2025-06 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software | September 2025 | The standard removes all references to prescriptive and sequential software development stages and requires entities to begin capitalizing software costs when management has both authorized and committed to funding the software project, and it is probable that the project will both be completed and the software will be used to perform the function intended. Capitalized internal-use software costs are now subject to the same disclosure requirements as property, plant, and equipment (PPE), even if they are presented as intangible assets or under a different line item. The amendments in this standard are effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. | NA | We are in the process of evaluating the impact that the standard update will have on our consolidated financial statements. | ||||||||||||||||||||||
2. Restructuring
In May 2024, we adopted and announced a targeted restructuring plan (the "Restructuring Plan"). This plan includes a strategic shift in our approach to the Healthcare surgical business in Europe, as well as other actions including the impairment of an internally developed X-ray accelerator, product rationalizations and facility consolidations. Approximately 300 positions have been eliminated. These restructuring actions were designed to enhance profitability and improve efficiency.
The following table summarizes our total pre-tax restructuring expenses recorded during the three and six months ended September 30, 2025 and 2024 related to the Restructuring Plan:
| (in millions) | Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||
| Restructuring Plan | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Severance and other compensation related costs | $ | 1.6 | $ | 1.8 | $ | 3.3 | $ | 23.3 | ||||||||||||||||||
| Lease and other contract termination and other costs | 0.2 | 1.0 | 0.2 | 4.0 | ||||||||||||||||||||||
| Product rationalization (credits) charges (1) | (1.0) | — | (1.0) | 2.4 | ||||||||||||||||||||||
| Accelerated depreciation and amortization | 0.3 | — | 0.4 | 1.3 | ||||||||||||||||||||||
| Total Restructuring Expense | $ | 1.2 | $ | 2.8 | $ | 2.9 | $ | 30.9 |
(1) Recorded in Cost of revenues on the Consolidated Statements of Income.
The Restructuring Plan expenses incurred during the three and six months ended September 30, 2025 and 2024 primarily related to actions taken within our Healthcare segment. Total pre-tax restructuring expense of $109.6 million has been recorded relating to the Restructuring Plan since inception, of which $33.6 million has been recorded in Cost of revenues. Additional costs with respect to our Restructuring Plan are not expected to be significant during fiscal 2026.
Liabilities related to restructuring activities are recorded as current liabilities in the accompanying Consolidated Balance Sheets within "Accrued payroll and other related liabilities" and "Accrued expenses and other." The following table summarizes our restructuring liability balances:
| (in millions) | Restructuring Plan | |||||||
| Balance at March 31, 2025 | $ | 18.4 | ||||||
| Fiscal 2026 Charges | 3.5 | |||||||
| Payments | (8.8) | |||||||
| Balance at September 30, 2025 | $ | 13.1 |
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
3. Business Acquisitions and Divestitures
Acquisitions
During the first six months of fiscal 2026, we completed a tuck-in acquisition which continued to expand our product and service offerings in the Healthcare segment. Total aggregate consideration was approximately $15.0 million.
During the first six months of fiscal 2025, we completed several tuck-in acquisitions, which continued to expand our product and service offerings in the Healthcare and AST segments. Total aggregate consideration was approximately $17.5 million.
Acquisition and integration expenses totaled $1.3 million and $1.8 million for the three and six months ended September 30, 2025, respectively. Acquisition and integration expenses totaled $3.2 million and $5.5 million for the three and six months ended September 30, 2024, respectively. Acquisition and integration expenses are reported in the Selling, general and administrative expenses line of our Consolidated Statements of Income and include, but are not limited to, investment banker, advisory, legal and other professional fees, and certain employee-related expenses.
Divestitures
On April 11, 2024, the Company announced its plan to sell its Dental segment for total cash consideration of $787.5 million, subject to customary adjustments, and up to an additional $12.5 million in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025. The transaction was structured as an equity sale and closed on May 31, 2024. The disposal of the Dental segment met the criteria to be presented as a discontinued operation. For more information refer to Note 4 titled "Discontinued Operations."
On April 1, 2024, we completed the sale of the Controlled Environment Certification Services business. We recorded net proceeds of $41.9 million and recognized a pre-tax gain on the sale of $19.2 million in the first six months of fiscal 2025.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
4. Discontinued Operations
On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $787.5 million, subject to customary adjustments, and up to an additional $12.5 million in contingent payment had the Dental business achieved certain revenue targets in fiscal 2025. No amounts have been recorded with respect to this contingent consideration. The transaction was structured as an equity sale and closed on May 31, 2024. A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the divestiture of our Dental segment and determined that those conditions for discontinued operations presentation had been met prior to March 31, 2024. The Dental segment results of operations have been reclassified as income (loss) from discontinued operations in the Consolidated Statements of Income for all periods presented. Our Consolidated Statements of Cash Flows include the financial results of the Dental segment through the date of sale on May 31, 2024. A majority of the proceeds received from the sale were utilized to pay off existing debt.
The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three and six months ending September 30, 2024:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2024 | 2024 | ||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Product | $ | — | $ | 63.9 | ||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Product | — | 35.1 | ||||||||||||||||||||||||
| Gross profit: | — | 28.8 | ||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling, general, and administrative | — | 13.5 | ||||||||||||||||||||||||
| Research and development | — | 0.4 | ||||||||||||||||||||||||
| Income from operations (1) | — | 15.0 | ||||||||||||||||||||||||
| Non-operating expenses (income), net | — | — | ||||||||||||||||||||||||
| Pre-tax loss on sale | (0.3) | (8.1) | ||||||||||||||||||||||||
| (Loss) income before income tax expense | (0.3) | 6.8 | ||||||||||||||||||||||||
| Income tax (benefit) expense | (0.1) | 1.5 | ||||||||||||||||||||||||
| (Loss) income from discontinued operations, net of income tax | (0.2) | 5.4 |
(1) Income from operations for the six month period ended September 30, 2024 includes two months of operating results prior to the transaction close on May 31, 2024 and excludes depreciation and amortization of property, plant, equipment, and intangible assets subsequent to the held for sale classification as of March 2, 2024.
The effective income tax rate for the three and six month periods ending September 30, 2024 from discontinued operations were 21.1% and 21.4%, respectively.
Significant non-cash operating items and capital expenditures related to discontinued operations are reflected in the statement of cash flows as follows:
| Six Months Ended September 30, | |||||
| (in millions) | 2024 | ||||
| Investing activities of discontinued operations: | |||||
| Purchases of property, plant, equipment, and intangibles, net | $ | (0.4) |
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
5. Inventories, Net
Inventories are stated at the lower of their cost and net realizable value determined by the first-in, first-out (“FIFO”) cost method. Inventory costs include material, labor, and overhead. Inventories, net consisted of the following:
| (in millions) | September 30, 2025 | March 31, 2025 | ||||||||||||
| Raw materials | $ | 230.5 | $ | 213.1 | ||||||||||
| Work in process | 89.6 | 83.1 | ||||||||||||
| Finished goods | 380.1 | 334.9 | ||||||||||||
| Reserve for excess and obsolete inventory | (41.6) | (49.8) | ||||||||||||
| Inventories, net | $ | 658.5 | $ | 581.3 |
6. Property, Plant, and Equipment
Information related to the major categories of our depreciable assets is as follows:
| (in millions) | September 30, 2025 | March 31, 2025 | ||||||||||||
| Land and land improvements (1) | $ | 111.6 | $ | 106.1 | ||||||||||
| Buildings and leasehold improvements | 891.1 | 832.1 | ||||||||||||
| Machinery and equipment | 1,284.6 | 1,205.4 | ||||||||||||
| Information systems | 292.6 | 282.1 | ||||||||||||
| Radioisotope | 804.3 | 749.8 | ||||||||||||
| Construction in progress (1) | 571.9 | 512.1 | ||||||||||||
| Total property, plant, and equipment | 3,956.1 | 3,687.7 | ||||||||||||
| Less: accumulated depreciation and depletion | (1,864.6) | (1,731.1) | ||||||||||||
| Property, plant, and equipment, net | $ | 2,091.5 | $ | 1,956.5 |
(1)Land is not depreciated. Construction in progress is not depreciated until placed in service.
7. Debt
Indebtedness was as follows:
| (in millions) | September 30, 2025 | March 31, 2025 | ||||||||||||
| Short-term debt | ||||||||||||||
| Private Placement Senior Notes | $ | — | $ | 125.0 | ||||||||||
| Total short-term debt | $ | — | $ | 125.0 | ||||||||||
| Long-term debt | ||||||||||||||
| Private Placement Senior Notes | $ | 561.8 | $ | 549.2 | ||||||||||
| Revolving Credit Facility | — | 34.8 | ||||||||||||
| Deferred financing costs | (14.6) | (15.3) | ||||||||||||
| Senior Public Notes | 1,350.0 | 1,350.0 | ||||||||||||
| Total long-term debt | $ | 1,897.3 | $ | 1,918.7 | ||||||||||
| Total debt | $ | 1,897.3 | $ | 2,043.7 |
On October 7, 2024, STERIS plc (“Parent”), STERIS Corporation, STERIS Limited, and STERIS Irish FinCo Unlimited Company, each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”) providing for a $1,100.0 million revolving credit facility (the “Revolving Credit Facility”), which replaced a prior credit agreement, dated as of March 19, 2021.
The Revolving Credit Agreement provides for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit. The Revolving Credit Agreement may be increased in specified circumstances by up to $625.0 million in the discretion of the lenders. The Revolving Credit Agreement matures on the date that is five years after October 7, 2024, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date. The Revolving Credit Facility bears interest from time to time, at either the Base Rate or the Relevant Rate, as defined in and calculated under and as in effect from time to time under the Revolving Credit Agreement, plus the Applicable Margin, as defined in the Revolving Credit Agreement. The Applicable Margin is determined based on the Debt Rating of Parent, as defined in the Revolving Credit Agreement. Base Rate Advances are payable quarterly in arrears and Term Benchmark Advances are payable at the end of the relevant interest period therefor, but in no event less frequently than every three months. Swingline borrowings bear interest at a rate to be agreed by the applicable swingline lender and the applicable borrower, subject to a cap in the case of swingline borrowings denominated in U.S. Dollars equal to the Base Rate plus the Applicable Margin for Base Rate Advances plus the Facility Fee. There is no premium or penalty for prepayment of Base Rate Advances, but prepayments of Term Benchmark Advances are generally subject to a breakage fee. Advances may be extended in U.S. Dollars or in specified alternative currencies (“Alternative Currency Advances”). Alternative Currency Advances are limited in the aggregate to the equivalent of $625.0 million.
Additional information regarding our indebtedness is included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
8. Additional Consolidated Balance Sheet Information
Additional information related to our Consolidated Balance Sheets is as follows:
| (in millions) | September 30, 2025 | March 31, 2025 | ||||||||||||
| Accrued payroll and other related liabilities: | ||||||||||||||
| Compensation and related items | $ | 68.4 | $ | 69.8 | ||||||||||
| Accrued vacation/paid time off | 17.2 | 16.2 | ||||||||||||
| Accrued bonuses | 54.1 | 66.5 | ||||||||||||
| Accrued employee commissions | 24.5 | 37.4 | ||||||||||||
| Other postretirement benefit obligations-current portion | 1.0 | 1.0 | ||||||||||||
| Other employee benefit plans obligations-current portion | 2.4 | 1.8 | ||||||||||||
| Total accrued payroll and other related liabilities | $ | 167.5 | $ | 192.7 | ||||||||||
| Accrued expenses and other: | ||||||||||||||
| Deferred revenues | $ | 49.5 | $ | 57.5 | ||||||||||
| Service liabilities | 121.7 | 107.8 | ||||||||||||
| Self-insured risk reserves-current portion | 15.9 | 15.1 | ||||||||||||
| Illinois EO litigation settlement | 43.2 | 48.2 | ||||||||||||
| Accrued dealer commissions | 33.4 | 32.1 | ||||||||||||
| Accrued warranty | 16.0 | 16.3 | ||||||||||||
| Asset retirement obligation-current portion | 0.6 | 0.6 | ||||||||||||
| Accrued interest | 6.2 | 7.8 | ||||||||||||
| Other | 73.8 | 82.8 | ||||||||||||
| Total accrued expenses and other | $ | 360.3 | $ | 368.1 | ||||||||||
| Other liabilities: | ||||||||||||||
| Self-insured risk reserves-long-term portion | $ | 24.0 | $ | 24.0 | ||||||||||
| Other postretirement benefit obligations-long-term portion | 4.7 | 4.8 | ||||||||||||
| Defined benefit pension plans obligations-long-term portion | 3.8 | 3.3 | ||||||||||||
| Other employee benefit plans obligations-long-term portion | 1.5 | 1.3 | ||||||||||||
| Accrued long-term income taxes | 1.9 | 1.9 | ||||||||||||
| Asset retirement obligation-long-term portion | 14.6 | 13.8 | ||||||||||||
| Other | 13.4 | 12.7 | ||||||||||||
| Total other liabilities | $ | 63.9 | $ | 61.9 |
9. Income Taxes
On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act ("OBBBA") which contains substantial changes to its tax policies. Business provisions in the OBBBA, some of which were extensions of those established in the Tax Cuts and Jobs Act, include favorable cost recovery allowances, changes to U.S. international tax rules, and changes to energy and environmental related incentives. The law has multiple effective dates, with certain provisions applicable to years beginning after fiscal 2026. The law did not have a material impact on our consolidated financial statements for the three and six month periods ending September 30, 2025, and we do not expect it to have a material impact on our effective tax rate.
Our effective tax rate is affected by (i) the tax rates in Ireland (our country of domicile), the United States, and other jurisdictions in which we operate, and (ii) the relative amount of income before income taxes by geography.
The effective income tax rates for the three month periods ended September 30, 2025 and 2024 from continuing operations were 23.9% and 22.3%, respectively. The effective income tax rates for the six month periods ended September 30, 2025 and 2024 from continuing operations were 23.6% and 21.3%, respectively. The fiscal 2026 effective tax rates increased when
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
compared to fiscal 2025, primarily due to changes in geographic mix of projected profits and unfavorable changes in discrete items.
Income tax expense is provided on an interim basis based upon our estimate of the annual effective income tax rate, adjusted each quarter for discrete items. In determining the estimated annual effective income tax rate, we analyze various factors, including projections of our annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, our ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.
We operate in numerous taxing jurisdictions and are subject to regular examinations by various United States federal, state and local, as well as foreign jurisdictions. We are no longer subject to United States federal examinations for years before fiscal 2018 and, with limited exceptions, we are no longer subject to United States state and local, or non-United States, income tax examinations by tax authorities for years before fiscal 2018. We remain subject to tax authority audits in various jurisdictions wherever we do business.
In the fourth quarter of fiscal 2021, we completed an appeals process with the U.S. Internal Revenue Service (the “IRS”) regarding proposed audit adjustments related to deductibility of interest paid on intercompany debt for fiscal years 2016 through 2017. An agreement was reached on final interest rates, which also impacted subsequent years through 2020. The total federal, state, and local tax impact of the settlement including interest is approximately $12.0 million for the fiscal years 2016 through 2020, materially all of which has been paid through September 30, 2025.
In November 2023, we received two Notices of Deficiency from the IRS regarding the previously disclosed deemed dividend inclusions and associated withholding tax matter. The notices relate to the fiscal and calendar year 2018. The IRS adjustments would result in a cumulative tax liability of approximately $50.0 million. We are contesting the IRS’s assertions and have filed petitions with the U.S. Tax Court. We have not established reserves related to these notices. An unfavorable outcome is not expected to have a material adverse impact on our consolidated financial position but could be material to our consolidated results of operations and cash flows for any one period.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
10. Commitments and Contingencies
We are, and will likely continue to be, involved in a number of legal proceedings, government investigations, and claims, which we believe generally arise in the course of our business, given our size, history, complexity, and the nature of our business, products, Customers, regulatory environment, and industries in which we participate. These legal proceedings, investigations and claims generally involve a variety of legal theories and allegations, including, without limitation, personal injury (e.g., slip and falls, burns, vehicle accidents), product liability or regulation (e.g., based on product operation or claimed malfunction, failure to warn, failure to meet specification, or failure to comply with regulatory requirements), product exposure (e.g., claimed exposure to chemicals, gases, asbestos, contaminants, radiation), property damage (e.g., claimed damage due to leaking equipment, fire, vehicles, chemicals), commercial claims (e.g., breach of contract, economic loss, warranty, misrepresentation), financial (e.g., taxes, reporting), employment (e.g., wrongful termination, discrimination, benefits matters), and other claims for damage and relief.
We record a liability for such contingencies to the extent we conclude that their occurrence is both probable and estimable and believe we have adequately reserved for our current litigation and claims that are probable and estimable. In the event that the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. We consider many factors in making these assessments, including the professional judgment of experienced members of management and our legal counsel. We have made estimates as to the likelihood of unfavorable outcomes and the amounts of such potential losses. Further, we believe that the ultimate outcome of pending lawsuits and claims will not have a material adverse effect on our consolidated financial position or results of operations taken as a whole. Due to their inherent uncertainty, however, there can be no assurance of the ultimate outcome or effect of current or future litigation, investigations, claims or other proceedings. For certain types of claims, we presently maintain insurance coverage for bodily injury and third party property damage and other liability coverages in amounts and with retentions and deductibles that we believe are prudent, and we may also have contractual indemnification rights against certain liabilities, but there can be no assurance that either will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us. We record expected recoveries under applicable contracts when we are assured of recovery.
Civil, criminal, regulatory or other proceedings involving our products or services, including the matters discussed herein, could possibly result in judgments, settlements or administrative or judicial decrees requiring us, among other actions, to pay damages or fines or effect recalls, or be subject to other governmental, Customer or other third party claims or remedies, which could materially affect our business, performance, prospects, value, financial condition, and results of operations. Further, the Company may incur material defense costs as a result of such proceedings, which may also divert management attention from other priorities.
From time to time, STERIS is also involved in legal proceedings as a plaintiff involving contract, patent protection, and other claims asserted by us. Gains, if any, from these proceedings are recognized when they are realized.
Illinois EO Litigation Settlement
A subsidiary of the Company has been sued in Illinois state court by individual plaintiffs who work or reside near a facility in Lake County, Illinois, where the subsidiary provided sterilization services using ethylene oxide (“EO”) from January 2005 to September 2008. The plaintiffs have filed separate suits in which each alleges that they have been diagnosed with one or more types of cancer, allegedly resulting from exposure to EO emissions from the facility into the ambient air.
On March 3, 2025, the Company entered into binding confidential term sheets ("Term Sheets") with plaintiffs’ counsel, as well as settlement agreements with several plaintiffs which were at the time scheduled for trial in fiscal 2026. The Term Sheets and the settlement agreements are expected to lead to resolution of substantially all of the claims for personal injury related to EO that are currently pending in the Circuit Court of Cook County, Illinois.
Pursuant to the Term Sheets, the Company has entered into settlement agreements to pay up to $48.2 million to settle claims. We recorded a charge for this amount in fiscal 2025, and the remaining liability is included in the "Accrued expenses and other" line within our Consolidated Balance Sheets. None of the Term Sheets nor any such settlement agreements are an admission of liability or that emissions from the Waukegan, Illinois facility ever posed a safety hazard to the people who live or work in the surrounding areas. The Term Sheets call for establishment of a claims administration process that includes guidelines and procedures for administering individual settlements, which process is expected to continue through the first half of fiscal 2027. The Company anticipates dismissal of all pending EO-related claims brought by the covered plaintiffs upon completion of the claims administration process and approval by the court.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
The Company may exercise walkaway rights with respect to the claims covered by the Term Sheets if certain agreed terms are not fulfilled, including if a substantial majority of plaintiffs in such cases do not agree to settle or are disqualified under the applicable terms or the resulting settlements are ultimately not approved by the court. In the event it exercises its walkaway rights, the Company is prepared to continue to defend itself in the litigation and reserves all legal and factual defenses against such claims.
Additional Information
For additional information, see the following portions of our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025, Item 1 titled "Business - Information with respect to our Business in General - Government Regulation" and the "Risk Factors" in Item 1A titled "Product and service related regulations and claims."
We are subject to taxation from United States federal, state and local, and foreign jurisdictions. Tax positions are settled primarily through the completion of audits within each individual jurisdiction or the closing of statutes of limitation. Changes in applicable tax law or other events may also require us to revise past estimates. We describe income taxes further in Note 9 to our consolidated financial statements titled, “Income Taxes” in this Quarterly Report on Form 10-Q.
11. Business Segment Information
We operate and report our financial information in three reportable business segments: Healthcare, AST, and Life Sciences. Previously, we had four reportable business segments, however, as a result of the divestiture of our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required. For more information, refer to Note 4 titled, "Discontinued Operations." Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income.
Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as operating rooms and endoscopy suites. Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment; to the repair of re-usable procedural instruments; to outsourced instrument reprocessing services. In addition, our procedural products also include endoscopy accessories, instruments, and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas.
Our AST segment supports medical device and pharmaceutical manufacturers through a global network of contract sterilization and laboratory testing facilities, and integrated sterilization equipment and control systems. Our technology-neutral offering supports Customers every step of the way, from testing through sterilization.
Our Life Sciences segment provides a comprehensive offering of products and services designed to support biopharmaceutical and medical device research and manufacturing facilities, in particular those focused on aseptic manufacturing. Our portfolio includes a full suite of capital equipment, consumable products, equipment maintenance and specialty services.
Our chief operating decision maker ("CODM") is our President and Chief Executive Officer ("CEO"). The CEO is responsible for performance assessment and resource allocation. The CEO regularly receives discrete financial information about each reportable segment and uses this information to assess performance and allocate resources. This information includes Revenues and Cost of revenues; Selling, general, and administrative expenses; and Research and development expenses for each reportable segment.
We disclose a measure of segment income that is consistent with the way management operates and views the business. The accounting policies for reportable segments are the same as those for the consolidated Company.
For the three and six months ended September 30, 2025 and 2024, revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.
Additional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.
The following table compares business segment revenues and business segment and Corporate operating income for the three months ended September 30, 2025 and 2024:
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| (in millions) | Healthcare | AST | Life Sciences | Corporate | Company | |||||||||||||||||||||||||||
| Revenues | $ | 1,033.8 | $ | 281.5 | $ | 145.0 | — | $ | 1,460.3 | |||||||||||||||||||||||
| Segment expenses | ||||||||||||||||||||||||||||||||
| Cost of revenues | 592.1 | 139.6 | 66.4 | |||||||||||||||||||||||||||||
| Selling, general, and administrative | 157.9 | 13.5 | 16.1 | |||||||||||||||||||||||||||||
| Research and development | 24.3 | 0.7 | 2.7 | |||||||||||||||||||||||||||||
| Total income from operations before adjustments | $ | 259.5 | $ | 127.6 | $ | 59.9 | $ | (109.9) | $ | 337.1 | ||||||||||||||||||||||
| Less: Adjustments | ||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets (1) | 67.2 | |||||||||||||||||||||||||||||||
| Acquisition and integration related charges (2) | 1.3 | |||||||||||||||||||||||||||||||
| Tax restructuring costs (3) | 0.3 | |||||||||||||||||||||||||||||||
| Amortization of inventory and property "step up" to fair value (1) | 1.3 | |||||||||||||||||||||||||||||||
| Restructuring charges (4) | 1.2 | |||||||||||||||||||||||||||||||
| Total income from operations | $ | 265.8 |
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| (in millions) | Healthcare | AST | Life Sciences | Corporate | Company | |||||||||||||||||||||||||||
| Revenues | $ | 944.2 | $ | 256.7 | $ | 127.9 | $ | — | $ | 1,328.9 | ||||||||||||||||||||||
| Segment expenses | ||||||||||||||||||||||||||||||||
| Cost of revenues | 541.5 | 134.1 | 57.4 | |||||||||||||||||||||||||||||
| Selling, general, and administrative | 151.0 | 11.8 | 14.7 | |||||||||||||||||||||||||||||
| Research and development | 23.7 | 0.9 | 2.1 | |||||||||||||||||||||||||||||
| Total income from operations before adjustments | $ | 228.0 | $ | 109.9 | $ | 53.7 | $ | (97.1) | $ | 294.5 | ||||||||||||||||||||||
| Less: Adjustments | ||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets (1) | 68.0 | |||||||||||||||||||||||||||||||
| Acquisition and integration related charges (2) | 3.2 | |||||||||||||||||||||||||||||||
| Tax restructuring credits (3) | (0.6) | |||||||||||||||||||||||||||||||
| Amortization of inventory and property "step up" to fair value (1) | 1.4 | |||||||||||||||||||||||||||||||
| Restructuring charges (4) | 2.8 | |||||||||||||||||||||||||||||||
| Total income from operations | $ | 219.7 |
(1) For more information regarding our recent acquisitions and divestitures, refer to Note 3 titled, "Business Acquisitions and Divestitures."
(2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions.
(3) Costs incurred (credits recognized) in tax restructuring.
(4) For more information regarding our restructuring efforts, refer to Note 2 titled, "Restructuring."
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
The following table compares business segment revenues and business segment and Corporate operating income for the six months ended September 30, 2025 and 2024:
| Six Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| (in millions) | Healthcare | AST | Life Sciences | Corporate | Company | |||||||||||||||||||||||||||
| Revenues | $ | 2,008.5 | $ | 562.7 | $ | 280.2 | $ | — | $ | 2,851.4 | ||||||||||||||||||||||
| Segment expenses | ||||||||||||||||||||||||||||||||
| Cost of revenues | 1,149.5 | 269.5 | 124.4 | |||||||||||||||||||||||||||||
| Selling, general, and administrative | 317.0 | 27.2 | 32.1 | |||||||||||||||||||||||||||||
| Research and development | 47.0 | 1.7 | 5.1 | |||||||||||||||||||||||||||||
| Total income from operations before adjustments | $ | 495.0 | $ | 264.4 | $ | 118.6 | $ | (224.0) | $ | 653.9 | ||||||||||||||||||||||
| Less: Adjustments | ||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets (1) | 134.3 | |||||||||||||||||||||||||||||||
| Acquisition and integration related charges (2) | 1.8 | |||||||||||||||||||||||||||||||
| Tax restructuring costs (3) | 0.5 | |||||||||||||||||||||||||||||||
| Amortization of inventory and property "step up" to fair value (1) | 2.7 | |||||||||||||||||||||||||||||||
| Restructuring charges (4) | 2.9 | |||||||||||||||||||||||||||||||
| Total income from operations | $ | 511.8 |
| Six Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| (in millions) | Healthcare | AST | Life Sciences | Corporate | Company | |||||||||||||||||||||||||||
| Revenues | $ | 1,845.5 | $ | 506.5 | $ | 256.4 | $ | — | $ | 2,608.4 | ||||||||||||||||||||||
| Segment expenses | ||||||||||||||||||||||||||||||||
| Cost of revenues | 1,052.5 | 250.1 | 116.4 | |||||||||||||||||||||||||||||
| Selling, general, and administrative | 301.9 | 27.3 | 29.5 | |||||||||||||||||||||||||||||
| Research and development | 46.2 | 1.6 | 4.3 | |||||||||||||||||||||||||||||
| Total income from operations before adjustments | $ | 444.9 | $ | 227.6 | $ | 106.3 | $ | (198.9) | $ | 579.9 | ||||||||||||||||||||||
| Less: Adjustments | ||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets (1) | 135.6 | |||||||||||||||||||||||||||||||
| Acquisition and integration related charges (2) | 5.5 | |||||||||||||||||||||||||||||||
| Tax restructuring costs (3) | — | |||||||||||||||||||||||||||||||
| Amortization of inventory and property "step up" to fair value (1) | 2.8 | |||||||||||||||||||||||||||||||
| Restructuring charges (4) | 30.9 | |||||||||||||||||||||||||||||||
| Total income from operations | $ | 405.2 |
(1) For more information regarding our recent acquisitions and divestitures, refer to Note 3 titled, "Business Acquisitions and Divestitures."
(2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions.
(3) Costs incurred (credits recognized) in tax restructuring.
(4) For more information regarding our restructuring efforts, refer to Note 2 titled, "Restructuring."
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
Assets include the current and long-lived assets directly attributable to the segment based on the management of the location or on utilization. Certain corporate assets were allocated to the reportable segments based on revenues. Assets attributed to sales and distribution locations are only allocated to the Healthcare and Life Sciences segments.
Individual facilities, equipment, and intellectual properties are utilized by both the Healthcare and Life Sciences segments at varying levels over time. As a result, an allocation of total assets, capital expenditures, and depreciation and amortization is not meaningful to the individual performance of the Healthcare and Life Sciences segments. Therefore, their respective amounts are reported together.
| (in millions) | September 30, 2025 | March 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Healthcare and Life Sciences | $ | 6,861.4 | $ | 6,806.4 | ||||||||||
| AST | 3,549.4 | 3,340.4 | ||||||||||||
| Total assets | $ | 10,410.7 | $ | 10,146.8 |
| Six Months Ended September 30, | ||||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Capital Expenditures | ||||||||||||||
| Healthcare and Life Sciences | $ | 56.9 | $ | 92.4 | ||||||||||
| AST | 123.3 | 117.6 | ||||||||||||
| Total Capital Expenditures | $ | 180.1 | $ | 210.0 | ||||||||||
| Depreciation, Depletion, and Amortization | ||||||||||||||
| Healthcare and Life Sciences | $ | 165.9 | $ | 160.8 | ||||||||||
| AST | 75.2 | 67.1 | ||||||||||||
| Total Depreciation, Depletion, and Amortization | $ | 241.1 | $ | 228.0 |
Financial information for each of our United States and international geographic areas is presented in the following table. Revenues are based on the location of these operations and their Customers. Property, plant, and equipment, net are those assets that are identified within the operations in each geographic area.
| (in millions) | September 30, 2025 | March 31, 2025 | ||||||||||||
| Property, Plant, and Equipment, Net | ||||||||||||||
| Ireland | $ | 85.2 | $ | 74.9 | ||||||||||
| United States | 1,060.5 | 1,008.7 | ||||||||||||
| Other locations | 945.9 | 872.9 | ||||||||||||
| Property, Plant, and Equipment, Net | $ | 2,091.5 | $ | 1,956.5 |
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Ireland | $ | 27.3 | $ | 22.8 | $ | 49.8 | $ | 45.0 | ||||||||||||||||||
| United States | 1,075.2 | 979.5 | 2,100.9 | 1,926.4 | ||||||||||||||||||||||
| Other locations | 357.8 | 326.6 | 700.7 | 637.0 | ||||||||||||||||||||||
| Total Revenues | $ | 1,460.3 | $ | 1,328.9 | $ | 2,851.4 | $ | 2,608.4 |
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
Additional information regarding our fiscal 2026 and fiscal 2025 revenue is disclosed in the following table:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Healthcare: | ||||||||||||||||||||||||||
| Capital equipment | $ | 259.4 | $ | 249.7 | $ | 486.7 | $ | 464.4 | ||||||||||||||||||
| Consumables | 374.2 | 341.7 | 733.2 | 685.1 | ||||||||||||||||||||||
| Service | 400.1 | 352.8 | 788.6 | 696.0 | ||||||||||||||||||||||
| Total Healthcare Revenues | $ | 1,033.8 | $ | 944.2 | $ | 2,008.5 | $ | 1,845.5 | ||||||||||||||||||
| AST: | ||||||||||||||||||||||||||
| Capital equipment | $ | 2.1 | $ | 8.8 | $ | 3.7 | $ | 9.9 | ||||||||||||||||||
| Service | 279.4 | 247.9 | 559.0 | 496.6 | ||||||||||||||||||||||
| Total AST Revenues | $ | 281.5 | $ | 256.7 | $ | 562.7 | $ | 506.5 | ||||||||||||||||||
| Life Sciences: | ||||||||||||||||||||||||||
| Capital equipment | $ | 31.9 | $ | 23.0 | $ | 58.6 | $ | 49.5 | ||||||||||||||||||
| Consumables | 77.2 | 72.1 | 152.5 | 141.9 | ||||||||||||||||||||||
| Service | 35.8 | 32.8 | 69.1 | 65.0 | ||||||||||||||||||||||
| Total Life Sciences Revenues | $ | 145.0 | $ | 127.9 | $ | 280.2 | $ | 256.4 | ||||||||||||||||||
| Total Revenues | $ | 1,460.3 | $ | 1,328.9 | $ | 2,851.4 | $ | 2,608.4 |
12. Shares and Preferred Shares
Ordinary shares
We calculate basic earnings per share based upon the weighted average number of shares outstanding. We calculate diluted earnings per share based upon the weighted average number of shares outstanding plus the dilutive effect of share equivalents calculated using the treasury stock method. Income from continuing operations is used as the benchmark to determine whether share equivalents are dilutive or anti-dilutive. Earnings per share is calculated independently for earnings per share from continuing operations and earnings per share from discontinued operations. The sum of earnings per share from continuing operations and earnings per share from discontinued operations may not equal total company earnings per share due to rounding. The following is a summary of shares and share equivalents outstanding used in the calculations of basic and diluted earnings per share:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||
| Denominator (shares in millions): | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Weighted average shares outstanding—basic | 98.4 | 98.7 | 98.4 | 98.8 | ||||||||||||||||||||||
| Dilutive effect of share equivalents | 0.5 | 0.5 | 0.5 | 0.5 | ||||||||||||||||||||||
| Weighted average shares outstanding and share equivalents—diluted | 98.8 | 99.2 | 98.8 | 99.3 |
Options to purchase the following number of shares were outstanding but excluded from the computation of diluted earnings per share because the combined exercise prices, unamortized fair values, and assumed tax benefits upon exercise were greater than the average market price for the shares during the periods, so including these options would be anti-dilutive:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||
| (shares in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Number of share options | 0.6 | 0.6 | 0.6 | 0.6 |
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
Additional Authorized Shares
The Company has an additional authorized share capital of 50,000,000 preferred shares of $0.001 par value each, plus 25,000 deferred ordinary shares of €1.00 par value each, in order to satisfy minimum statutory capital requirements for all Irish public limited companies.
13. Repurchases of Ordinary Shares
On May 3, 2023 our Board of Directors terminated the previous share repurchase program and authorized a new share repurchase program for the purchase of up to $500.0 million (exclusive of fees, commissions, and other charges). As of September 30, 2025, there was $200.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Board authorized share repurchase program. The share repurchase program has no specified expiration date.
Under the authorization, the Company may repurchase its shares from time to time through open market purchases, including 10b5-1 plans. Any share repurchases may be activated, suspended or discontinued at any time.
During the first six months of fiscal 2026, we repurchased 0.4 million of our ordinary shares for the aggregate amount of $100.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program. During the first six months of fiscal 2025, we repurchased 0.4 million of our ordinary shares for the aggregate amount of $100.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.
During the first six months of fiscal 2026, we obtained 0.1 million of our ordinary shares in the aggregate amount of $11.1 million in connection with share-based compensation award programs. During the first six months of fiscal 2025, we obtained 0.1 million of our ordinary shares in the aggregate amount of $10.6 million in connection with share-based compensation award programs.
14. Share-Based Compensation
We maintain a long-term incentive plan that makes available shares for grants, at the discretion of the Board of Directors or Compensation and Organizational Development Committee of the Board of Directors, to officers, directors, and key employees in the form of stock options, restricted shares, restricted share units, stock appreciation rights and share grants. We satisfy share award incentives through the issuance of new ordinary shares. In recent years, grants have been limited to stock options, restricted shares, and restricted share units.
Stock option awards to employees generally vest and become nonforfeitable in increments of 25% per year over a four-year period, with full vesting four years after the date of grant. Historically, restricted stock awards to employee recipients generally cliff vested on the fourth anniversary of the grant date if the recipient remained in continuous employment through that date. Beginning with fiscal 2024 grants, Company restricted stock (and restricted stock units) generally cliff vest over a three year period after the grant date. However, employees who are grantees of restricted stock and have attained age 55 and been employed for at least five years at the time of the grant or meet these criteria during the term of the grant and are employed in the U.S. or in a few other foreign jurisdictions, or employees who have 25 years of service at the time of grant or meet that criterion during the term of the grant, will be subject to installment vesting rules over the applicable vesting period. Awards to certain employees in the U.S. or a few other jurisdictions may provide for continued vesting after “retirement,” if certain conditions are met. As of September 30, 2025, 1.7 million ordinary shares remained available for grant under the long-term incentive plan.
The fair value of share-based stock option compensation awards was estimated at their grant date using the Black-Scholes-Merton option pricing model. This model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics that are not present in our option grants. If the model permitted consideration of the unique characteristics of employee stock options, the resulting estimate of the fair value of the stock options could be different. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our Consolidated Statements of Income. The expense is classified as Cost of revenues or Selling, general, and administrative expenses in a manner consistent with the employee’s compensation and benefits.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
The following weighted average assumptions were used for options granted during the first six months of fiscal 2026 and 2025:
| Fiscal 2026 | Fiscal 2025 | |||||||||||||
| Risk-free interest rate | 4.03 | % | 4.20 | % | ||||||||||
| Expected life of options | 6.1 years | 6.0 years | ||||||||||||
| Expected dividend yield of stock | 1.11 | % | 0.94 | % | ||||||||||
| Expected volatility of stock | 28.16 | % | 28.47 | % |
The risk-free interest rate is based upon the U.S. Treasury yield curve. The expected life of options is reflective of historical experience, vesting schedules and contractual terms. The expected dividend yield of stock represents our best estimate of the expected future dividend yield. The expected volatility of stock is derived by referring to our historical stock prices over a time frame similar to that of the expected life of the grant. An estimated forfeiture rate of 2.21% and 2.07% was applied in fiscal 2026 and 2025, respectively. This rate is calculated based upon historical activity and represents an estimate of the granted options not expected to vest. If actual forfeitures differ from this calculated rate, we may be required to make additional adjustments to compensation expense in future periods. The assumptions used above are reviewed at the time of each significant option grant, or at least annually.
A summary of share option activity is as follows:
| Number of Options | Weighted Average Exercise Price Per Share | Average Remaining Contractual Term | Aggregate Intrinsic Value (in millions) | |||||||||||||||||||||||
| Outstanding at March 31, 2025 | 1,823,883 | $ | 185.51 | |||||||||||||||||||||||
| Granted | 178,702 | 266.33 | ||||||||||||||||||||||||
| Exercised | (139,983) | 117.05 | ||||||||||||||||||||||||
| Forfeited | (4,539) | 240.22 | ||||||||||||||||||||||||
| Outstanding at September 30, 2025 | 1,858,063 | $ | 198.30 | 5.9 years | $ | 96.1 | ||||||||||||||||||||
| Exercisable at September 30, 2025 | 1,355,580 | $ | 179.59 | 4.9 years | $ | 92.6 |
We estimate that 0.5 million of the non-vested stock options outstanding at September 30, 2025 will ultimately vest.
The aggregate intrinsic value in the table above represents the total pre-tax difference between the $247.44 closing price of our ordinary shares on September 30, 2025 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable. The aggregate intrinsic value is not recorded for financial accounting purposes and the value changes daily based on the daily changes in the fair market value of our ordinary shares.
The total intrinsic value of stock options exercised during the first six months of fiscal 2026 and fiscal 2025 was $17.9 million and $24.4 million, respectively. Net cash proceeds from the exercise of stock options were $16.9 million and $19.1 million for the first six months of fiscal 2026 and fiscal 2025, respectively.
The weighted average grant date fair value of stock option grants was $69.28 and $67.81 for the first six months of fiscal 2026 and fiscal 2025, respectively.
A summary of the non-vested restricted share and share unit activity is presented below:
| Number of Restricted Shares | Number of Restricted Share Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||
| Non-vested at March 31, 2025 | 449,131 | 29,555 | $ | 214.21 | ||||||||||||||||
| Granted | 160,749 | 17,247 | 241.32 | |||||||||||||||||
| Vested | (123,177) | (12,007) | 206.74 | |||||||||||||||||
| Forfeited | (10,018) | (1,642) | 216.65 | |||||||||||||||||
| Non-vested at September 30, 2025 | 476,685 | 33,153 | $ | 225.94 |
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
Restricted shares and restricted share unit grants are valued based on the closing stock price at the grant date. The value of restricted shares and units that vested during the first six months of fiscal 2026 at the time of grant was $27.9 million.
As of September 30, 2025, there was a total of $70.1 million in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans. We expect to recognize the cost over a weighted average period of 1.6 years.
15. Financial and Other Guarantees
We generally offer a limited parts and labor warranty on capital equipment. The specific terms and conditions of those warranties vary depending on the product sold and the countries where we conduct business. We record a liability for the estimated cost of product warranties at the time Product revenues are recognized. The amounts we expect to incur on behalf of our Customers for the future estimated cost of these warranties are recorded as a current liability on the accompanying Consolidated Balance Sheets. Factors that affect the amount of our warranty liability include the number and type of installed units, historical and anticipated rates of product failures, and material and service costs per claim. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.
Changes in our warranty liability during the first six months of fiscal 2026 were as follows:
| (in millions) | Warranties | ||||
| Balance at March 31, 2025 | $ | 16.3 | |||
| Warranties issued during the period | 9.7 | ||||
| Settlements made during the period | (10.1) | ||||
| Balance at September 30, 2025 | $ | 16.0 |
16. Derivatives and Hedging
We utilize foreign currency forward contracts to hedge a portion of our monetary assets and liabilities denominated in
foreign currencies, including intercompany transactions. Within each fiscal year, we also utilize foreign currency forward
contracts to hedge a portion of our expected non-U.S. dollar-denominated earnings against our reporting currency, the U.S.
dollar. Further, we utilize commodity swap contracts to hedge price changes in nickel that impact raw materials included in our
Cost of revenues.
These contracts are not designated as hedging instruments and do not receive hedge accounting treatment; therefore, changes in their fair value are not deferred but are recognized immediately in the Consolidated Statements of Income. We do not use derivative financial instruments for speculative purposes.
At September 30, 2025, we held net foreign currency forward contracts to buy 8.5 million euros; and to sell 9.0 million Australian dollars, and 8.0 million New Zealand dollars. At September 30, 2025, we held commodity swap contracts to buy 0.3 million pounds of nickel.
| (in millions) | Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||
| Fair Value at | Fair Value at | Fair Value at | Fair Value at | |||||||||||||||||||||||
| Balance sheet location | September 30, 2025 | March 31, 2025 | September 30, 2025 | March 31, 2025 | ||||||||||||||||||||||
| Prepaid & other | $ | 0.2 | $ | 0.1 | $ | — | $ | — | ||||||||||||||||||
| Accrued expenses and other | $ | — | $ | — | $ | 2.3 | $ | 0.6 |
The following table presents the impact of derivative instruments and their location within the Consolidated Statements of Income:
| (in millions) | Location of (loss) gain recognized in income | Amount of (loss) gain recognized in income | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | Selling, general and administrative | $ | (0.6) | $ | 2.5 | $ | 0.5 | $ | 2.9 | |||||||||||||||||||||||
| Commodity swap contracts | Cost of revenues | $ | — | $ | (0.1) | $ | (0.3) | $ | 0.1 |
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
17. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. We estimate the fair value of financial assets and liabilities using available market information and generally accepted valuation methodologies. The inputs used to measure fair value are classified into three tiers. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the entity to develop its own assumptions.
The following table shows the fair value of our financial assets and liabilities at September 30, 2025 and March 31, 2025:
| Fair Value Measurements | |||||||||||||||||||||||||||||||||||||||||
| (in millions) | Carrying Value | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||
| September 30, | March 31, | September 30, | March 31, | September 30, | March 31, | September 30, | March 31, | ||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 319.2 | $ | 171.7 | $ | 319.2 | $ | 171.7 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
| Forward and swap contracts (1) | 0.2 | 0.1 | — | — | 0.2 | 0.1 | — | — | |||||||||||||||||||||||||||||||||
| Equity investments (2) | 1.3 | 1.1 | 1.3 | 1.1 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Other investments | 3.2 | 3.0 | 3.2 | 3.0 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||
| Forward and swap contracts (1) | $ | 2.3 | $ | 0.6 | $ | — | $ | — | $ | 2.3 | $ | 0.6 | $ | — | $ | — | |||||||||||||||||||||||||
| Deferred compensation plans (2) | 1.4 | 1.2 | 1.4 | 1.2 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Debt (3) | 1,897.3 | 2,043.7 | — | — | 1,642.2 | 1,756.5 | — | — | |||||||||||||||||||||||||||||||||
| Contingent consideration obligations (4) | 3.3 | 3.2 | — | — | — | — | 3.3 | 3.2 |
(1) The fair values of forward and swap contracts are based on period-end forward rates and reflect the value of the amount that we would pay or receive for the contracts involving the same notional amounts and maturity dates.
(2) We maintain a frozen domestic non-qualified deferred compensation plan covering certain employees, which allowed for the deferral of payment of previously earned compensation for an employee-specified term or until retirement or termination. Amounts deferred can be allocated to various hypothetical investment options (compensation deferrals have been frozen under the plan). We hold investments to satisfy the future obligations of the plan. Employees who made deferrals are entitled to receive distributions of their hypothetical account balances (amounts deferred, together with earnings (losses)). Changes in the fair value of these investments are recorded in the Interest income and miscellaneous (income) expense line of the Consolidated Statements of Income. During the first six months of fiscal 2026 and 2025, we recorded gains of $0.2 million and $0.1 million, respectively, related to these investments.
(3) We estimate the fair value of our debt using discounted cash flow analyses, based on estimated current incremental borrowing rates for similar types of borrowing arrangements.
(4) Contingent consideration obligations arise from prior business acquisitions. The fair values are based on discounted cash flow analyses reflecting the possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money. Contingent consideration obligations are classified in the consolidated balance sheets as accrued expense (short-term) and other liabilities (long-term), as appropriate based on the contractual payment dates.
As of September 30, 2025 and March 31, 2025, we also held $16.0 million and $14.3 million, respectively, of other investments without readily determinable fair values measured at cost and classified as level 3. These investments are included in Other assets on the Consolidated Balance Sheets.
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2025 and 2024
18. Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Amounts in Accumulated Other Comprehensive Income (Loss) are presented net of the related tax. Currency Translation is not adjusted for income taxes. Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and six months ended September 30, 2025 and 2024 were as follows:
| (in millions) | Defined Benefit Plans (1) | Foreign Currency Translation | Total Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||||||
| Three Months | Six Months | Three Months | Six Months | Three Months | Six Months | ||||||||||||||||||||||||||||||
| Beginning Balance | $ | (0.6) | $ | (0.6) | $ | (69.9) | $ | (291.8) | $ | (70.5) | $ | (292.3) | |||||||||||||||||||||||
| Other Comprehensive Income (Loss) before reclassifications | 0.1 | 0.2 | (5.6) | 216.2 | (5.5) | 216.5 | |||||||||||||||||||||||||||||
| Amounts reclassified from Accumulated Other Comprehensive Loss | (0.1) | (0.2) | — | — | (0.1) | (0.2) | |||||||||||||||||||||||||||||
| Net current-period Other Comprehensive Income (Loss) | — | — | (5.6) | 216.2 | (5.6) | 216.2 | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | (0.6) | $ | (0.6) | $ | (75.5) | $ | (75.5) | $ | (76.1) | $ | (76.1) |
| (in millions) | Defined Benefit Plans (1) | Foreign Currency Translation | Total Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||||||
| Three Months | Six Months | Three Months | Six Months | Three Months | Six Months | ||||||||||||||||||||||||||||||
| Beginning Balance | $ | (0.9) | $ | (0.7) | $ | (322.2) | $ | (327.9) | $ | (323.1) | $ | (328.7) | |||||||||||||||||||||||
| Other Comprehensive (Loss) Income before reclassifications | 0.1 | — | 157.2 | 135.8 | 157.3 | 135.9 | |||||||||||||||||||||||||||||
| Amounts reclassified from Accumulated Other Comprehensive Loss | (0.1) | (0.2) | — | 27.1 | (0.1) | 26.9 | |||||||||||||||||||||||||||||
| Net current-period Other Comprehensive Income (Loss) | — | (0.1) | 157.2 | 162.9 | 157.2 | 162.8 | |||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | (0.8) | $ | (0.8) | $ | (165.0) | $ | (165.0) | $ | (165.8) | $ | (165.8) |
(1) The amortization (gain) of defined benefit pension items is reported in the Interest and miscellaneous (income) expense line of our Consolidated Statements of Income.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of STERIS plc:
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of September 30, 2025, the related consolidated statements of income, comprehensive income and shareholders’ equity for the three- and six-month periods ended September 30, 2025 and 2024 and the consolidated statements of cash flows for the six-month periods ended September 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of March 31, 2025, the related consolidated statements of income, comprehensive income (loss), shareholders' equity and cash flows for the year then ended, and the related notes and schedule (not presented herein); and in our report dated May 29, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of March 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Ernst & Young LLP
Cleveland, Ohio
November 6, 2025
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