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What changed in Steris's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Steris's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+399 added−411 removedSource: 10-K (2025-05-29) vs 10-K (2024-05-29)

Top changes in Steris's 2025 10-K

399 paragraphs added · 411 removed · 327 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

62 edited+10 added−15 removed83 unchanged
Biggest changeAs STERIS prepares for upcoming CSRD disclosures, we continue to make significant efforts in gathering baseline information, strengthening our internal controls, and evaluating our current ESG data. As part of this project, we continue to evaluate our ability to report in accordance with the Task Force on Climate-Related Financial Disclosures ("TCFD") framework and in light of evolving regulatory disclosure requirements.
Biggest changeAs part of this project, we continue to evaluate our ability to report in accordance with the Task Force on Climate-Related Financial Disclosures ("TCFD") framework and in light of evolving regulatory disclosure requirements. We completed TCFD aligned climate scenario analysis in fiscal 2025. We are evaluating how this information will inform global reporting requirements. Risks and Prevention.
These include: consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools; and services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, outsourced reprocessing; and capital equipment, such as sterilizers, surgical tables, and automated endoscope reprocessors, and connectivity solutions such as operating room (“OR”) integrati on.
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”) integrati on.
In addition, there is increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all which are driving increased demand for many of our products and services. INFORMATION RELATED TO BUSINESS SEGMENTS Our chief operating decision maker is our President and Chief Executive Officer (“CEO”).
In addition, there is increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all of which are driving increased demand for many of our products and services. INFORMATION RELATED TO BUSINESS SEGMENTS Our chief operating decision maker is our President and Chief Executive Officer (“CEO”).
With respect to financial matters, reports are provided to the Board of Directors' Audit Committee. With respect to human resources related matters, reports are provided to the Board of Dir ectors' Compensation and Organization Development Committee. 8 Table of Contents The STERIS Code of Business Conduct covers ethical marketing and off-label promotion.
With respect to financial 8 Table of Contents matters, reports are provided to the Board of Directors' Audit Committee. With respect to human resources related matters, reports are provided to the Board of Dir ectors' Compensation and Organization Development Committee. The STERIS Code of Business Conduct covers ethical marketing and off-label promotion.
We offer a wide range of sterilization modalities and an array of testing services that complement the manufacturing of single use, sterile products. Our facilities are located in regions with a concentration of medical device manufacturing throughout the Americas, Europe, and Asia. Our technical professionals support Customers in all phases of product development, materials testing, and process validation.
We offer a wide range of sterilization modalities and an array of testing services that complement the manufacturing of single-use, sterile products. Our facilities are located in regions with a concentration of medical device and pharmaceutical manufacturing throughout the Americas, Europe, and Asia. Our technical professionals support Customers in all phases of product development, materials testing, and process validation.
Compensation and Benefits. Our total rewards offerings include an array of programs to support our employees' financial, physical, and mental well-being, including providing competitive salaries, variable performance pay, healthcare benefits, tuition assistance, paid time off, annual merit increases, and incentive plans based on the national norms of employees' location of employment.
Our total rewards offerings include an array of programs to support our employees' financial, physical, and mental well-being, including providing competitive salaries, variable performance pay, healthcare benefits, tuition assistance, paid time off, annual merit increases, and incentive plans based on the national norms of employees' location of employment.
We regularly assess the risks associated with our business, including the risk of potential corruption or bribery in the environments where we do business, and we have designed our management systems to respond accordingly. As part of our anti-corruption program, our employees and third-party intermediaries are subject to mandatory comprehensive anti-bribery and anti-corruption training online and in-person.
We regularly assess the risks associated with our business, including the risk of potential corruption or bribery in the environments where we do business, and we have designed our management systems to respond accordingly. As part of our anti-corruption program, our employees and third-party intermediaries are subject to mandatory comprehensive anti-bribery and anti-corruption training online.
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 consumable products, equipment maintenance, specialty services, and capital equipment. Products Offered.
Our Life Sciences segment provides a comprehensive offering of products and services designed to support biopharmaceutical and medical device manufacturing facilities, in particular those focused on aseptic manufacturing. Our portfolio includes a full suite of consumable products, equipment maintenance, specialty services, and capital equipment. Products Offered.
Burton serves as Vice President and Chief Accounting Officer. She assumed this role in January 2017. Previously, Ms. Burton also served as Controller from January 2017 until December 2023. Daniel A. Carestio serves as President and CEO. He assumed this role in July 2021. From August 2018 to July 2021, he served as Senior Vice President and Chief Operating Officer.
She assumed this role in January 2017. Previously, Ms. Burton also served as Controller from January 2017 until December 2023. Daniel A. Carestio serves as President and CEO. He assumed this role in July 2021. From August 2018 to July 2021, he served as Senior Vice President and Chief Operating Officer.
In addition, our procedural solutions also include endoscopy accessories, instruments, and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas. Products Offered.
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. Products Offered.
For the year ended March 31, 2024, no Customer represented more than 10% of the segment’s revenues. Competition. AST operates in a highly regulated industry and competes with Sterigenics International, Inc., other smaller contract sterilization companies, other manufacturers of sterilization equipment and control systems, and manufacturers that sterilize products in-house. LIFE SCIENCES SEGMENT Description of Business.
For the year ended March 31, 2025, no Customer represented more than 10% of the segment’s revenues. Competition. AST operates in a highly regulated industry and competes with Sterigenics International, Inc., other smaller contract sterilization companies, other manufacturers of sterilization equipment and control systems, and manufacturers that sterilize products in-house. LIFE SCIENCES SEGMENT Description of Business.
FDA conducts inspections of our manufacturing and contract sterilization facilities on a periodic basis to confirm compliance. In connection with an inspection, the FDA may initiate warning letters and/or consent decrees, which list conditions or practices that may indicate a violation of the FDA’s requirements. In fiscal 2024, STERIS did not receive any warning letters, seizures, or consent decrees.
FDA conducts inspections of our manufacturing and contract sterilization facilities on a periodic basis to confirm compliance. In connection with an inspection, the FDA may initiate warning letters and/or consent decrees, which list conditions or practices that may indicate a violation of the FDA’s requirements. In fiscal 2025, STERIS did not receive any warning letters, seizures, or consent decrees.
We offer various preventive maintenance programs and repair services to support the effective operation of capital equipment over its lifetime. Customer Concentration. Our Life Sciences segment sells consumables, services and capital equipment to Customers globally. For the year ended March 31, 2024, no Customer represented more than 10% of the Life Sciences segment’s total revenues. Competition.
We offer various preventive maintenance programs and repair services to support the effective operation of capital equipment over its lifetime. Customer Concentration. Our Life Sciences segment sells consumables, services and capital equipment to Customers globally. For the year ended March 31, 2025, no Customer represented more than 10% of the Life Sciences segment’s total revenues. Competition.
In fiscal 2024, STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims. ENERGY, GHG EMISSIONS AND ENVIRONMENTAL CONSERVATION We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in Ireland, the United States and other countries.
In fiscal 2025, STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims. ENERGY, GHG EMISSIONS AND ENVIRONMENTAL CONSERVATION We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in Ireland, the United States and other countries.
It is a diverse community of more than 10,000 healthcare technology professionals united by one important mission-supporting the healthcare community in the development, management, and use of safe and effective healthcare technology. MedTech Europe is the European trade association for the medical technology industry including diagnostics, medical devices and digital health.
It is a diverse community of more than 11,000 healthcare technology professionals united by one important mission-supporting the healthcare community in the development, management, and use of safe and effective healthcare technology. MedTech Europe is the European trade association for the medical technology industry including diagnostics, medical devices and digital health.
CORPORATE RESPONSIBILITY Introduction WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life sciences products and services around the globe. Inspired by our Customers’ efforts to create a healthier and safer world, and guided by our legacy of leadership and innovation, we strive to be a Great Company.
CORPORATE RESPONSIBILITY Introduction WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around the globe. Inspired by our Customers’ efforts to create a healthier and safer world, and guided by our legacy of leadership and innovation, we strive to be a Great Company.
Our Healthcare segment sells consumables, services and capital equipment, to Customers in many countries throughout the world. For the year ended March 31, 2024, no Customer represented more than 10% of the Healthcare segment's total revenues. Competition.
Our Healthcare segment sells consumables, services and capital equipment to Customers in many countries throughout the world. For the year ended March 31, 2025, no Customer represented more than 10% of the Healthcare segment's total revenues. Competition.
On a product basis, competitors include 3M, Baxter, Boston Scientific, Belimed, Fortive, Getinge, Karl Storz, Olympus, Ruhof, SteelCo, Stryker, Skytron and Wassenburg. On a service line basis, competitors include Agiliti, BBraun, Crothall, Olympus and Pentax. AST SEGMENT Description of Business.
On a product basis, competitors include 3M, Baxter, Boston Scientific, Belimed, Ecolab, Fortive, Getinge, Karl Storz, Olympus, Ruhof, SteelCo, Stryker, Skytron and Wassenburg. On a service line basis, competitors include BBraun, Crothall, Olympus and Pentax. AST SEGMENT Description of Business.
We encourage all employees to participate in our employee engagement survey which is regularly administered by a third party on a confidential basis. This process has been valuable in helping us recognize what we do well and foster an open conversation about how we can make STERIS an even better place to work.
We encourage all employees to participate in our regular engagement survey which is administered by a third party on a confidential basis. This process has been valuable in helping us recognize what we do well and foster an open conversation about how we can make STERIS an even better place to work.
Through this Commercial Compliance Program, we formally recognize organizations that have not only met STERIS's standard ethical requirements for inclusion in our network but have also taken additional steps, such as adopting their own code of conduct and training their employees on their own firm's ethical values, to ensure compliant behavior.
Through this Commercial Compliance Program, we acknowledge organizations that have not only met STERIS's standard ethical requirements for inclusion in our network but have also taken additional steps, such as adopting their own code of conduct and training their employees on their own firm's ethical values, to ensure compliant behavior.
The objective of ERM is to identify key risks, the potential impacts of compliance failure, identify key mitigating activities, develop potential improvements for managing the risks, and to ensure execution of oversight activities on a monthly, annual or as needed basis. Our Corporate Responsibility function is led by the Vice President of ESG.
The objective of ERM is to identify key risks, the potential impacts of compliance failure, identify key mitigating activities, develop potential improvements for managing the risks, and to ensure execution of oversight activities on a monthly, annual or as needed basis. Our Corporate Responsibility function is led by the Vice President of Environmental, Social, and Governance ("ESG").
Our training programs help Customers understand the science, technology, and operation of our products and services. Many of our operator training programs are approved by professional certifying organizations and offer continuing education credits to eligible course participants. Seasonality. Our financial results have been, from time to time, subject to seasonal patterns.
Our training programs help Customers understand the science, technology, and operation of our products and services. Many of our operator training programs are approved by professional certifying organizations and offer continuing education credits to eligible course participants. Seasonality. Our financial results have, from time to time, exhibited seasonal patterns.
For more information about the risks we face regarding regulatory requirements, see Part I, Item 1A of this Annual Report titled, "Risk Factors." We 5 Table of Contents are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations.
For more information about the risks we face regarding regulatory requirements, see Part I, Item 1A of this Annual Report titled, "Risk Factors." We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations.
Designed for any type of organization, regardless of its activity or sector, it can provide assurance that environmental impact is being measured, controlled and improved in a holistic manner. We currently have three facilities and 14 reprocessing locations that are 14001 accredited locations.
Designed for any type of organization, regardless of its activity or sector, it can provide assurance that environmental impact is being measured, controlled and improved in a holistic manner. We currently have three facilities that are 14001 and 45001 accredited locations.
We cannot predict the effect on our operations resulting from current or future governmental regulation or the interpretation or application of these regulations. If we fail to comply with any applicable regulatory requirements, penalties could be imposed on us.
We cannot predict the effect on our operations resulting from current or future governmental regulation or the interpretation or application of these regulations. 5 Table of Contents If we fail to comply with any applicable regulatory requirements, penalties could be imposed on us.
The Corporate Responsibility function, with support from our CEO, General Counsel and other senior executives, works to actively develop and refine our Environmental, Social, and Governance ("ESG") strategies, programs, and policies. The Corporate Responsibility function works closely with our Global Sustainability Steering Committee to build ESG values and implement strategies, programs, and policies across the Company.
The Corporate Responsibility function, with support from our CEO, General Counsel and other senior executives, works to actively develop and refine our ESG strategies, programs, and policies. The Corporate Responsibility function works closely with our Global Sustainability Steering Committee to build ESG values and implement strategies, programs, and policies across the Company.
These products include pharmaceutical detergents, cleanroom disinfectants and sterilants, pharmaceutical grade and research sterilizers and washers, sterility assurance and maintenance products, vaporized hydrogen peroxide room decontamination systems and sterilizers, and high purity water and pure steam generators. Services Offered. Our Life Sciences segment service employees install, maintain, upgrade, repair, and troubleshoot equipment throughout the world.
Our products include pharmaceutical detergen ts, cleanroom disinfectants and sterilants, pharmaceutical grade and research sterilizers and washers, sterility assurance and maintenance products, vaporized hydrogen peroxide room decontamination systems and sterilizers, and high purity water and pure steam generators. Services Offered. Our Life Sciences segment service employees install, maintain, upgrade, repair, and troubleshoot equipment throughout the world.
We consider our brand names and trademarks to be valuable in the marketing of our products. As of March 31, 2024, we had a total of approximately 2,550 trademark registrations worldwide. Quality Assurance. We manufacture, assemble, and package products in several countries. Each of our production facilities are dedicated to particular processes and products.
We consider our brand names and trademarks to be valuable in the marketing of our products. As of March 31, 2025, we had a total of approximately 2,145 trademark registrations worldwide. Quality Assurance. We manufacture, assemble, and package products in several countries. Each of our production facilities are dedicated to particular processes and products.
From July 2013 to July 2018, he served as Vice President, General Counsel, and Secretary. 13 Table of Contents
From July 2013 to July 2018, he served as Vice President, General Counsel, and Secretary. 12 Table of Contents
From August 2015 to July 2020, she served as Vice President and General Manager Life Sciences, Consumables. 12 Table of Contents Cary L. Majors serves as Senior Vice President and President, Healthcare. He assumed this role in August 2022. From August 2019 to August 2022, he served as Senior Vice President, Americas Commercial Operations.
From August 2015 to July 2020, she served as Vice President and General Manager Life Sciences, Consumables. Cary L. Majors serves as Senior Vice President and President, Healthcare. He assumed this role in August 2022. From August 2019 to August 2022, he served as Senior Vice President, Americas Commercial Operations.
In 2024, STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption. Supplier Code of Conduct. Our expectations for ethical behavior extend beyond STERIS to our Suppliers as well. Our Supplier Code of Conduct defines the minimum requirements and expectations for all Suppliers and their subcontractors.
In 2025, STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption. 7 Table of Contents Supplier Code of Conduct. Our expectations for ethical behavior extend beyond STERIS to our Suppliers as well. Our Supplier Code of Conduct defines the minimum requirements and expectations for all Suppliers and their subcontractors.
(2) Our external benchmarks include the OSHA average and 1st Quartile injury/illness rates which are derived from the Bureau of Labor Statistics. Our annual workplace injury prevention results are within the manufacturing sector's best-in-class performance as defined by the Bureau of Labor Statistics.
(2) Our external benchmarks include the OSHA average and 1st Quartile injury/illness rates which are derived from 2022 Bureau of Labor Statistics data. 10 Table of Contents Our annual workplace injury prevention results are within the manufacturing sector's best-in-class performance as defined by the Bureau of Labor Statistics.
Our employee turnover rate was 15% for both fiscal 2024 and 2023, and we are continuously working towards a goal of achieving a rate of 10% or less, excluding retirements and reductions in force. Although reductions in force are sometimes necessary, we work to avoid them, and they must always be approved by executive management.
Our employee turnover rate was 16% and 15% for fiscal 2025 and 2024, r espectively, and we are continuously working towards a goal of achieving a rate of 10% or less, excluding retirements and reductions in force. Although reductions in force are sometimes necessary, we work to avoid them, and they must always be approved by executive management.
Key metrics for purposes of benchmarking performance include Total Recordable Incident Rate ("TRIR") and Lost-time Incident Rate ("LTIR") injury and illness incident rates, both of which are presented in the table below: STERIS Industry Benchmarks (2) Fiscal 2024 Fiscal 2023 Average Best in Class Total Recordable Incident Rate (1) 1.17 1.05 2.50 1.43 Lost-time Incident Rate (1) 0.43 0.36 1.25 0.42 10 Table of Contents (1 ) We apply OSHA recordkeeping practices worldwide.
Key metrics for purposes of benchmarking performance include Total Recordable Incident Rate ("TRIR") and Lost-time Incident Rate ("LTIR") injury and illness incident rates, both of which are presented in the table below: STERIS Industry Benchmarks (2) Fiscal 2025 Fiscal 2024 Average Best in Class Total Recordable Incident Rate (1) 1.11 1.17 2.50 1.43 Lost-time Incident Rate (1) 0.38 0.43 1.25 0.42 (1 ) We apply OSHA recordkeeping practices worldwide.
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 agreement to divest our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required.
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 exclude discontinued operations for comparability, as required.
AdvaMed has roughly 400 member companies and promotes policies that foster the highest ethical standards, timely patient access to safe and effective products, and economic policies that reward value creation.
AdvaMed has over 500 member companies and promotes policies that foster the highest ethical standards, timely patient access to safe and effective products, and economic policies that reward value creation.
We compete for pharmaceutical Customers with a number of large companies that have significant product portfolios and global reach, as well as a number of small companies with very limited product offerings and operations in one or a limited number of countries.
We compete for pharmaceutical Customers with a number of large companies that have significant product portfolios and global reach, as well as a number of small companies with very limited product offerings and operations in one or a limited number of countries. Competitors include Belimed, Contec, Ecolab, Fedegari, Getinge, and Stilmas.
Our success depends upon Customer confidence in the quality of our production process and the integrity of the data that supports our product safety and effectiveness. We have implemented quality assurance procedures to support the quality and integrity of scientific information and production processes. Government Regulation.
Our success depends upon Customer confidence in the quality of our production process and the integrity of the data that supports our product safety and effectiveness. We have implemented quality assurance procedures to support the quality and integrity of scientific information and production processes. Continuous Improvement. Continuous improvement is fundamental to how we operate at STERIS.
Carestio 51 President and CEO Mary Clare Fraser 53 Senior Vice President and Chief Human Resources Officer Kenneth E. Kohler 61 Senior Vice President and General Manager, AST Julia K. Madsen 59 Senior Vice President and General Manager, Life Sciences Cary L. Majors 49 Senior Vice President and President, Healthcare Renato G.
Carestio 52 President and CEO Mary Clare Fraser 54 Senior Vice President and Chief Human Resources Officer Kenneth E. Kohler 62 Senior Vice President and General Manager, AST Julia K. Madsen 60 Senior Vice President and General Manager, Life Sciences Cary L. Majors 50 Senior Vice President and President, Healthcare Renato G.
We take prompt action whenever we are alerted to regulatory or field-safety issues with a STERIS product. Following immediate assessment, we take corrective action, including voluntary product recalls, when needed. We examine underlying issues and root cause and work to resolve these to avoid recurrence. STERIS had no Class I recalls in fiscal 2024, 2023 or 2022.
We take prompt action whenever we are alerted to regulatory or field-safety issues with a STERIS product. Following immediate assessment, we take corrective action, including voluntary product recalls, when 11 Table of Contents needed. We examine underlying issues and root cause and work to resolve these to avoid recurrence.
Total directors and employees distribution by gender is shown in the table below: March 31, 2024 March 31, 2023 Male Female Male Female Non-Executive Directors 6 3 6 2 Senior Managers 801 321 739 297 Other employees of the Company 11,591 6,327 10,774 5,846 Directors and United States employees by race is shown in the table below: March 31, 2024 March 31, 2023 White Minority (1) White Minority (1) Non-Executive Directors 67% 33% 75% 25% Senior Managers 86% 14% 86% 14% Other employees of the Company 60% 40% 61% 39% (1) A minority person is defined as a person who identifies as American Indian/Alaskan Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Island, or two or more races.
Total directors and employees distribution by gender is shown in the table below: March 31, 2025 March 31, 2024 Male Female Male Female Non-Executive Directors 6 3 6 3 Senior Managers 718 289 742 291 Other employees of the Company 11,282 5,730 11,009 5,575 Directors and United States employees by race is shown in the table below: March 31, 2025 March 31, 2024 White Minority (1) White Minority (1) Non-Executive Directors 67% 33% 67% 33% Senior Managers 86% 14% 87% 13% Other employees of the Company 60% 40% 61% 39% (1) A minority person is defined as a person who identifies as American Indian/Alaskan Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Island, or two or more races.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table presents certain information regarding our executive officers at March 31, 2024. All executive officers serve at the pleasure of the Board of Directors. Name Age Position Karen L. Burton 56 Vice President and Chief Accounting Officer Daniel A.
STERIS had no Class I recalls in fiscal 2025, 2024 or 2023. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table presents certain information regarding our executive officers at March 31, 2025. All executive officers serve at the pleasure of the Board of Directors. Name Age Position Karen L. Burton 57 Vice President and Chief Accounting Officer Daniel A.
Tamaro 55 Vice President and Corporate Treasurer Michael J. Tokich 55 Senior Vice President and Chief Financial Officer Andrew Xilas 59 Senior Vice President and General Manager, Dental J. Adam Zangerle 57 Senior Vice President, General Counsel, and Company Secretary The following discussion provides a summary of each executive officer's recent business experience through March 31, 2024: Karen L.
Tamaro 56 Vice President and Corporate Treasurer Michael J. Tokich 56 Senior Vice President and Chief Financial Officer J. Adam Zangerle 58 Senior Vice President, General Counsel, and Company Secretary The following discussion provides a summary of each executive officer's recent business experience through March 31, 2025: Karen L. Burton serves as Vice President and Chief Accounting Officer.
To put it simply, we believe a diverse and inclusive workforce is essential to a thriving organization. We strive to recruit the best available people who are aligned with and embody our core values. We are committed to equality and assessing candidates based on qualifications.
We strive to recruit the best available people who are aligned with and embody our core values. We are committed to equality and assessing candidates based on qualifications.
He assumed this role in August 2017. From February 2014 to July 2017, he served as Senior Vice President, Chief Financial Officer and Treasurer. Andrew Xilas serves as Senior Vice President and General Manager, Dental. He assumed this role in June 2021.
He assumed this role in August 2017. From February 2014 to July 2017, he served as Senior Vice President, Chief Financial Officer and Treasurer. J. Adam Zangerle serves as Senior Vice President, General Counsel, and Company Secretary. He assumed this role in July 2018.
We have mechanisms in place to identify when suppliers do not meet our Supplier Code of Conduct requirements. Suspicions of 7 Table of Contents supplier non-compliance are promptly investigated and addressed. We believe in conducting business with integrity and honesty and in accordance with all applicable laws and regulations of the countries in which we operate.
Suspicions of supplier non-compliance are promptly investigated and addressed. We believe in conducting business with integrity and honesty and in accordance with all applicable laws and regulations of the countries in which we operate.
Competitors include Belimed, Contec, Ecolab, Fedegari, Getinge, and Stilmas. 4 Table of Contents INFORMATION WITH RESPECT TO OUR BUSINESS IN GENERAL Sources and Availability of Raw Materials. We purchase raw materials, sub-assemblies, components, and other supplies needed in our operations from numerous suppliers in the United States and internationally.
INFORMATION WITH RESPECT TO OUR BUSINESS IN GENERAL Sources and Availability of Raw Materials. We purchase raw materials, sub-assemblies, components, and other supplies needed in our operations from numerous suppliers in the United States and internationally. The principal raw materials and supplies used in our operations include stainless and carbon steel, organic and inorganic chemicals, fuel, and plastic components.
We anticipate continued inflation pressures in fiscal 2025 but not at the significant level experienced in fiscal 2024 and 2023.We have long-term supply contracts for certain materials for which there are few suppliers, or those that are single-sourced in certain regions of the world, such as ethylene oxide ("EO") and cobalt-60, which are necessary to our AST operations.
These raw materials and supplies are generally available from several suppliers and in sufficient quantities. We have long-term supply contracts for certain materials for which there are few suppliers, or those that are single-sourced in certain regions of the world, such as ethylene oxide ("EO") and radioisotope cobalt-60 ("cobalt-60"), which are necessary to our AST operations.
We recognize that a significant portion of our carbon impact is as a result of our value chain, outside of electricity and energy consumption at our global sites.
We recognize that a significant portion of our carbon impact is as a result of our value chain, outside of electricity and energy consumption at our global sites. We also report aggregate Scope 3 (upstream and downstream) emissions in our most recent CDP response and on our website.
People are the key to our success, which is reflected in our two core values of people and teamwork. We are committed to the safety and success of our people. We expect the performance of every person to continually improve with personal initiative and proper support. We expect our people to treat each other with mutual respect.
We are committed to the safety and success of our people. We expect the performance of every person to continually improve with personal initiative and proper support. We expect our people to treat each other with mutual respect. Our ideal business team is engaged, diverse, inclusive and talented, and we create programs and policies in support of these goals.
In fiscal 2024, we initiated a TCFD aligned climate scenario analysis. Risks and Prevention. We actively monitor and take steps to manage the risks associated with environmental matters, none of which we consider material at this time. EMPLOYEES AND HUMAN CAPITAL MANAGEMENT Strategy and Overview.
We actively monitor and take steps to manage the risks associated with environmental matters, none of which we consider material at this time. EMPLOYEES AND HUMAN CAPITAL MANAGEMENT Strategy and Overview. People are the key to our success, which is reflected in our two core values of people and teamwork.
The average number of persons employed by STERIS plc and its subsidiaries during each of the following fiscal years was as follows: 9 Table of Contents Fiscal 2024 Fiscal 2023 Healthcare 11,419 10,629 AST 3,340 3,163 Life Sciences 999 965 Dental 1,411 1,451 Corporate 1,010 892 Total employees 18,179 17,100 Diversity, Equity & Inclusion.
The average number of persons employed by STERIS plc and its subsidiaries during each of the following fiscal years was as follows: 9 Table of Contents Fiscal 2025 Fiscal 2024 Healthcare 12,341 11,419 AST 3,502 3,340 Life Sciences 834 999 Corporate 1,110 1,010 Total employees (1) 17,787 16,768 (1) Excludes Dental segment divested on May 31, 2024.
There can be no assurance, however, that any patent will provide adequate protection for the technology, system, product, service, or process it covers. In addition, the process of obtaining and protecting patents can be long and expensive. We also rely upon trade secrets, technical know-how, and continuing technological innovation to develop and maintain our competitive position.
We protect our technology and products by, among other means, obtaining United States and foreign patents. There can be no assurance, however, that any patent will provide adequate protection for the technology, system, product, service, or process it covers. In addition, the process of obtaining and protecting patents can be long and expensive.
In addition to research and development, we invest in quality control, Customer training programs, distribution systems, technical services, and other information services.
In addition to research and development, we invest in quality control, Customer training programs, distribution systems, technical services, and other information services. In addition to organic opportunities, acquisitions are a key part of our long-term strategy for growth.
We monitor the prices we charge for our products and services on an ongoing basis and plan to adjust those prices to take into account future changes in the rate of inflation. Intellectual Property. We protect our technology and products by, among other means, obtaining United States and foreign patents.
The U.S. measures and the response from other countries continue to evolve, creating uncertainty in trade and economic dynamics. We monitor the prices we charge for our products and services on an ongoing basis and plan to adjust those prices to take into account future changes in the rate of inflation. Intellectual Property.
During the course of fiscal 2024, we averaged just over 18,000 employees throughout the world including approximately 1,400 employees within the Dental segment, which is currently held for sale. Less than 12% of our employees are represented by work councils or labor unions. We believe we generally have good relations with our employees.
We strongly oppose all forms of slavery, servitude, forced labor, child labor and human trafficking. Employees by Segment. During the course of fiscal 2025, we averaged approximately 18,000 employees throughout the world of which less than 11% are represented by work councils or labor unions. We believe we generally have good relations with our employees.
Our ideal business team is engaged, diverse, inclusive and talented, and we create programs and policies in support of these goals. We believe unity of purpose and teamwork enables us to do far more than we could individually. We draw strength from each other and encourage communication with fairness, candor, respect and courage.
We believe unity of purpose and teamwork enables us to do far more together than we could individually. We draw strength from each other and encourage communication with fairness, candor, respect and courage. Our collaboration turns interesting ideas into great products and services for our Customers.
We cannot assure you that these patterns will not continue. Backlog. We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. At March 31, 2024, we had a backlog of $425.2 million. Of this amount, $353.8 million and $71.4 million related to our Healthcare and Life Sciences segments, respectively.
Of this amount, $369.2 million and $83.7 million related to our Healthcare and Life Sciences segments, respectively. At March 31, 2024, we had backlog orders of $425.2 million. Of this amount, $353.8 million 6 Table of Contents and $71.4 million related to our Healthcare and Life Sciences segments, respectively.
Our collaboration turns interesting ideas into great products and services for our Customers. Our senior management team and Board receive regular updates on our people, including data and metrics on retention, engagement and safety which are used to determine our human resources priorities, programs and training.
Our senior management team and Board receive regular updates on our people, including data and metrics on retention, engagement and safety which are used to determine our human resources priorities, programs and training. We are committed to upholding human rights in all our operations globally and respect human rights as recognized by the principles of the United Nations Global Compact.
In addition, we continue to expand our irradiation processing capacity with accelerator-based technologies, in order to help mitigate the potential cobalt-60 supply risk. In response to the active conflict between Russian and Ukraine, we stopped purchasing cobalt-60 from our Russian supplier in fiscal 2023.
In addition, we continue to expand our irradiation processing capacity with accelerator-based technologies, in order to help mitigate the potential cobalt-60 supply risk. 4 Table of Contents Inflation. Historically, our business has not been significantly impacted by the overall effects of inflation.
Total employee compensation is presented in the table below, including costs associated with employees in the Dental segment, which is currently held for sale: (in thousands) Fiscal 2024 Fiscal 2023 Wages and salaries $ 1,274,522 $ 1,172,234 Commission and incentive plans 211,342 154,840 Social security costs 106,585 91,653 Share-based compensation expense 56,535 38,951 Pension and post-retirement benefits expense 41,088 37,936 Other, primarily employee benefits 152,724 139,133 Total employee costs $ 1,842,796 $ 1,634,747 11 Table of Contents QUALITY We are subject to strict regulatory compliance and quality standards to ensure the safety and supply of our products and services.
Total employee compensation is presented in the table below: (dollars in thousands) Fiscal 2025 Fiscal 2024 Wages and salaries $ 1,273,381 $ 1,187,970 Commission and incentive plans 210,498 199,859 Social security costs 111,032 98,310 Share-based compensation expense 57,397 52,849 Pension and post-retirement benefits expense 43,631 38,492 Other, primarily employee benefits 154,605 140,684 Total employee costs $ 1,850,544 $ 1,718,164 QUALITY We are subject to strict regulatory compliance and quality standards to ensure the safety and supply of our products and services.
As of March 31, 2024, we held 630 United States patents and 2,531 patents in other jurisdictions and had 147 United States patent applications and 334 patent applications pending in other jurisdictions.
We also rely upon trade secrets, technical know-how, and continuing technological innovation to develop and maintain our co mpetitive position. As of March 31, 2025, we held 607 United States patents and 2,315 patents in other jurisdictions and had 90 United States patent applications and 289 patent applications pending in other jurisdictions.
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The principal raw materials and supplies used in our operations include stainless and carbon steel, organic and inorganic chemicals, fuel, and plastic components. These raw materials and supplies are generally available from several suppliers and in sufficient quantities. However, in fiscal 2023 and 2024 we experienced delays in receiving materials and significant cost increases.
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However, during fiscal 2023 and 2024, we experienced a rise in supply chain and labor costs, which moderated in fiscal 2025. Changes to trade policy, including tariff measures introduced in early calendar year 2025, may drive new inflation risks in our supply chain for materials as well as the costs of other goods and services important to our operations.
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Our supply chain challenges eased during the second half of fiscal 2024 and we do not currently expect significant disruption to our operations due to sourcing delays in fiscal 2025.
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We apply Lean principles across manufacturing, service operations, back office, and support functions through our Minimum Standard of Lean (MSoL) framework. MSoL establishes a consistent foundation for problem solving, standard work, and performance management while enabling local ownership and innovation.
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A long-term disruption in cobalt-60 sourced from Russia may negatively impact gamma processing capacity or increase costs in certain portions of our AST operations but these impacts are not expected to be material to our AST segment and its results of operations.
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It assesses maturity across core dimensions—including continuous improvement training and development, routine management and strategic alignment, 5S, value stream mapping, kaizen management, lean tools and systems, and integration with new product development (NPD). Our efforts are designed to deliver better outcomes for Customers, Shareholders, and employees. By targeting key areas, we strengthen performance, agility, and value.
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For additional information about the risks we face concerning the conflict between Russia and Ukraine, see Part I, Item 1A of this Annual Report titled, "Risk Factors." Inflation. Historically, our business has not been significantly impacted by the overall effects of inflation.
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In manufacturing and service operations, we apply flow and cellular production concepts and cross-train employees to increase flexibility and throughput. We also assess opportunities to in-source, outsource, or adopt technology to drive value. We extend these principles to back office and support functions where Lean tools streamline workflows, reduce waste, and improve service delivery.
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However, during fiscal 2023 and 2024, we experienced a rise in supply chain and labor costs and anticipate continued inflationary pressure in fiscal 2025 but not at the significant level experienced in fiscal 2024 and 2023 .
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A dedicated Continuous Improvement team partners with the business to coach, build capability, and accelerate results. Through kaizen events, tiered daily management, and employee-led initiatives, we foster a culture where employees are empowered to drive change. This mindset is supported at all levels of the organization, reinforcing alignment, engagement, and long-term performance. Government Regulation.
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At March 31, 2023, we had backlog orders of $599.6 million. Of this amount, $494.7 million and $104.9 million related to our Healthcare and Life Sciences segments, respectively. Backlog declined in fiscal 2024 as supply chain delays eased allowing us to reduce lead times and backlog. 6 Table of Contents Availability of Securities and Exchange Commission Filings.
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In particular, capital equipment revenues within our Healthcare segment have historically been higher in the fourth quarter of our fiscal year. However, we cannot guarantee that these patterns will persist. Backlog. We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. At March 31, 2025, we had a backlog of $452.9 million.
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In fiscal 2024, we completed a comprehensive review to establish the baseline for our upstream and downstream emissions (Scope 3) and reported aggregate Scope 3 emissions in our most recent CDP response and on our website.
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Backlog increased in fiscal 2025 as a result of higher Customer orders. Availability of Securities and Exchange Commission Filings.
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We are committed to upholding human rights in all our operations globally and respect human rights as recognized by the principles of the United Nations Global Compact. We strongly oppose all forms of slavery, servitude, forced labor, child labor and human trafficking. Employees by Segment.
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Although the European Parliament voted to postpone the application dates, STERIS continues to prepare for the upcoming CSRD disclosure requirement. We are making significant efforts in gathering baseline information, strengthening our internal controls, and evaluating our current ESG data.
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We are dedicated to creating and sustaining a diverse, equitable and inclusive work environment. W e believe that the different ideas, experiences, perspectives and backgrounds of our global employees create a stronger organization that allows us to fulfill our ultimate goal of serving our Customers.
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We are pleased to report that 88% of our employees completed our pulse survey in fiscal 2025. The pulse survey results are grouped around four key themes: Employee Engagement; Leadership Effectiveness; Inclusion and Belonging; and Job and Work Experience. The results indicate strong favorability in each of these areas.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeConsolidations among our healthcare and pharmaceutical Customers may result in a loss of Customers or more significant pricing pressures . A number of our Customers have consolidated. These consolidations are due in part to healthcare cost reduction measures initiated by competitive pressures as well as legislators, regulators and third-party payors.
Biggest changeThese consolidations are due in part to healthcare cost reduction measures initiated by competitive pressures as well as legislators, regulators and third-party payors. This may result in greater pricing pressures on us and in some cases loss of Customers. Furthermore, consolidation in healthcare may continue, including as a result of trends regarding increasing vertical integration and corporate ownership.
On June 7, 2017, several countries, including many countries that we operate and have subsidiaries in, adopted the OECD’s Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), which generally is meant to prevent treaty abuse, improve dispute resolution, prevent the artificial avoidance of permanent establishment status and neutralize the effect of hybrid mismatch agreements.
On June 7, 2017, several countries, including many countries in which we operate and have subsidiaries, adopted the OECD’s Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), which generally is meant to prevent treaty abuse, improve dispute resolution, prevent the artificial avoidance of permanent establishment status and neutralize the effect of hybrid mismatch agreements.
We may not be able to ascertain actual value or understand potential liabilities until or after we actually assume operation control of these businesses, product or service lines, assets or technologies. We have recorded goodwill and other intangible assets that could become impaired and result in material non-cash charges to our results of operation in the future.
We may not be able to ascertain actual value or understand potential liabilities until or after we actually assume operational control of these businesses, product or service lines, assets or technologies. We have recorded goodwill and other intangible assets that could become impaired and result in material non-cash charges to our results of operation in the future.
Guidance continues to be issued clarifying the application of this new legislation and new changes have been proposed, and in many instances finalized, with respect to a number of income tax provisions (including foreign tax credit regulations) in the U.S. that could increase our total tax expense.
Guidance continues to be issued clarifying the application of this legislation and changes have been proposed, and in many instances finalized, with respect to a number of income tax provisions (including foreign tax credit regulations) in the U.S. that could increase our total tax expense.
Potential difficulties that may be encountered in the integration process include, among other factors: 23 Table of Contents • the inability to successfully integrate the business of an acquired business into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the acquisition; • complexities associated with managing the larger, more complex, integrated business; • not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies; • integrating personnel from acquired businesses into STERIS while maintaining focus on providing consistent, high-quality products and services; • potential unknown liabilities and unforeseen expenses associated with the acquisition; • loss of key employees; • integrating relationships with Customers, vendors and business partners; • performance shortfalls as a result of the diversion of management’s attention caused by integration activities; and • the disruption of, or the loss of momentum in, an acquired business and STERIS’s ongoing business or inconsistencies in standards, controls, procedures and policies.
Potential difficulties that may be encountered in the integration process include, among other factors: • the inability to successfully integrate the business of an acquired business into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the acquisition; • complexities associated with managing the larger, more complex, integrated business; • not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies; • integrating personnel from acquired businesses into STERIS while maintaining focus on providing consistent, high-quality products and services; • potential unknown liabilities and unforeseen expenses associated with the acquisition; • loss of key employees; • integrating relationships with Customers, vendors and business partners; • performance shortfalls as a result of the diversion of management’s attention caused by integration activities; and • the disruption of, or the loss of momentum in, an acquired business and STERIS’s ongoing business or inconsistencies in standards, controls, procedures and policies.
Our response to these incidents and our investments to protect our information technology infrastructure and data may not shield us from significant losses and potential liability or prevent any future interruption or breach of our systems. We maintain cybersecurity liability insurance with terms, conditions, and limits believed to be adequate.
Our response to these incidents and our investments to protect our information technology infrastructure and data may not shield us from significant losses and potential liability or prevent any future interruption or breach of our systems. We maintain cyber liability insurance with terms, conditions, and limits believed to be adequate.
For Irish tax purposes, we are expected, regardless of any application of Section 7874, to be treated as an Ireland tax resident.
For Irish tax purposes, we are expected, regardless of any application of Section 7874, to be treated as an Irish tax resident.
Proposed legislation relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect our business. Various U.S. federal and state legislative proposals that would deny governmental contracts to redomiciled companies may adversely affect us if adopted into law.
Legislation relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect our business. Various U.S. federal and state legislative proposals that would deny governmental contracts to redomiciled companies may, and future proposals could, adversely affect us if adopted into law.
As of March 31, 2024 , we had recorded goodwill of $4 billion and other intangible assets, net of accumulated amortization of $2 billion . Goodwill represents the excess of purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets of a business acquired.
As of March 31, 2025 , we had recorded goodwill of $4 billion and other intangible assets, net of accumulated amortization of $2 billion . Goodwill represents the excess of purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets of a business acquired.
Healthcare Laws and Reimbursement Changes in healthcare laws or government and other third-party payor reimbursement levels to healthcare providers, or failure to meet healthcare reimbursement or other requirements, might negatively impact our business. We sell many of our products and services to hospitals and other healthcare providers and pharmaceutical manufacturers.
Healthcare Policy and Reimbursement Changes in healthcare policy or government and other third-party payor reimbursement levels to healthcare providers, or failure to meet healthcare reimbursement or other requirements, might negatively impact our business. We sell many of our products and services to hospitals and other healthcare providers and pharmaceutical manufacturers.
The MLI came into affect on July 1, 2018. The MLI may modify effected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits. The number of affected tax treaties could eventually be significant.
The MLI came into effect on July 1, 2018. The MLI may modify effected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits. The number of affected tax treaties could eventually be significant.
The financial impact of litigation, particularly mass tort action lawsuits, is also difficult to predict and a judgment entered or settlement reached in one case is not representative of the outcome of other comparable cases.
The financial impact of litigation, particularly mass tort action lawsuits, is also difficult to predict and a judgment entered or settlement reached in one case or group of cases is not necessarily representative of the outcome of other comparable cases.
In Europe, our products are regulated primarily by country and community regulations of those countries within the European Economic Area and must conform to the requirements of those authorities. 15 Table of Contents Government regulation applies to nearly all aspects of testing, manufacturing, safety, labeling, storing, recordkeeping, reporting, promoting, distributing, and importing or exporting of medical devices, products, and services.
In Europe, our products are regulated primarily by country and community regulations of those countries within the European Economic Area and must conform to the requirements of those authorities. Government regulation applies to nearly all aspects of testing, manufacturing, safety, labeling, storing, recordkeeping, reporting, promoting, distributing, and importing or exporting of medical devices, products, and services.
Our AST segment is a technology-neutral contract sterilization service that offers our Customers a wide range of sterilization modalities through a worldwide network of over 50 contract sterilization and laboratory facilities. One of the modalities offered by our AST operations is EO sterilization.
Our AST segment is a technology-neutral contract sterilization service that offers our Customers a wide range of sterilization modalities through a worldwide network of over 60 contract sterilization and laboratory facilities. One of the modalities offered by our AST operations is EO sterilization.
Announcements of the temporary or permanent closure of EO sterilization facilities operated by others have been associated with state and/or local regulatory or other legal action related to EO emissions at those facilities. Our AST operations have taken and will continue to take measures to comply 20 Table of Contents with all applicable emissions regulations and to reduce emissions.
Announcements of the temporary or permanent closure of EO sterilization facilities operated by others have been associated with state and/or local regulatory or other legal action related to EO emissions at those facilities. Our AST operations have taken and will continue to take measures to comply with all applicable emissions regulations and to reduce emissions.
The extent to which such geopolitical instability adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, will depend on future developments, which are highly uncertain and unpredictable. If geopolitical instability adversely affects us, it may also have the effect of heightening other risks related to our business.
The extent to which such geopolitical instability adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, may depend on future developments that are highly uncertain and unpredictable. If geopolitical instability materially affects us, it may also have the effect of heightening other risks related to our business.
In addition, the GloBE rules, which have been or are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT may adversely impact our effective corporate tax rate. Changes in tax treaties and trade agreements could negatively impact our costs, results of operations and earnings per share.
In addition, the GloBE rules, which have been or are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT may adversely impact our effective corporate tax rate. 16 Table of Contents Changes in tax treaties and trade agreements could negatively impact our costs, results of operations and earnings per share.
To date, more than 100 jurisdictions have joined the BEPS MLI, out of which most jurisdictions have ratified, accepted, or approved the MLI, and it covers around 1,850 bilateral tax treaties. Signatories include jurisdictions from all continents and all levels of development and other jurisdictions are also actively working towards signature.
To date, more than 100 jurisdictions have joined the BEPS MLI, out of which most jurisdictions have ratified, accepted, or approved the MLI, and it covers around 1,950 bilateral tax treaties worldwide. Signatories include jurisdictions from all continents and all levels of development and other jurisdictions are also actively working towards signature.
Our increased indebtedness could have important consequences to our shareholders, including increasing STERIS’s interest obligations, general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate matters, including dividend payments and stock repurchases, limiting our flexibility in planning for, or reacting to, changes in our business and our industry and creating a disadvantage compared to our competitors with less indebtedness.
Our indebtedness could have important consequences to our shareholders, including increasing risk associated with general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate matters, including dividend payments and stock repurchases, limiting our flexibility in planning for, or reacting to, changes in our business and our industry and creating a disadvantage compared to our competitors with less indebtedness.
Some product replacements or substitutions may not be possible or may be prohibitively costly or time consuming. The impact of any legal, regulatory, or compliance claims, proceeding, investigation, or litigation, is difficult to predict. 16 Table of Contents We maintain product liability and other insurance with coverages believed to be adequate.
Some product replacements or substitutions may not be possible or may be prohibitively costly or time consuming. The impact of any legal, regulatory, or compliance claims, proceeding, investigation, or litigation, is difficult to predict. We maintain product liability and other insurance with coverages believed to be adequate.
While we believe that we have developed appropriate measures to ensure the health and well-being of our employees for future health crises, there can be no assurances that our measures will be sufficient to protect our employees in our workplace or that they may not otherwise be exposed to an illness outside of our workplace.
While we believe that we have developed appropriate measures to protect the health and well-being of our employees in the event of future health crises, there can be no assurances that our measures will be sufficient to protect our employees in our workplace or that they may not otherwise be exposed to an illness outside of our workplace.
Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses, product or service lines, assets or technologies we purchase, an unavoidable level of risk remains regarding their actual operating and financial condition, as well as their strategic fit.
Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses, product or service lines, assets or technologies we purchase, divest or invest in, an unavoidable level of risk remains regarding their actual operating and financial condition, as well as their strategic fit.
Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our 18 Table of Contents ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders.
Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders.
We cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals were adopted that had the effect of disregarding our organization in Ireland or limiting our ability as an Irish company to take advantage of tax treaties with the U.S., we could be subject to increased taxation and/or potentially significant expense.
We cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals are adopted that have the effect of disregarding our organization in Ireland or limiting our ability as an Irish company to take advantage of tax treaties with the U.S., we could be subject to increased taxation and/or potentially significant expense.
To the extent our existing sources of cash are insufficient to fund these or other future activities, we have and may need to raise additional funds through new or expanded borrowing arrangements or equity issuances.
To the extent our 22 Table of Contents existing sources of cash are insufficient to fund these or other future activities, we have and may need to raise additional funds through new or expanded borrowing arrangements or equity issuances.
We typically apply for patents in the United States and in strategic other countries. We may also acquire patents through acquisitions. We may encounter difficulties in obtaining or protecting patents. We rely on a combination of patents, trademarks, trade secrets, know-how, and confidentiality agreements to protect the proprietary aspects of our technology.
We typically apply for patents in the U.S. and in strategic other countries. We may also acquire patents through acquisitions. We may encounter difficulties in obtaining or protecting patents. We rely on a combination of patents, trademarks, trade secrets, know-how, and confidentiality agreements to protect the proprietary aspects of our technology.
Ongoing medical device reporting regulations require that we report to appropriate governmental authorities in the United States and/or other countries when our products cause or contribute to a death or serious injury or malfunction in a way that would be reasonably likely to contribute to a death or serious injury if the malfunction were to reoccur.
Ongoing medical device reporting regulations require that we report to appropriate governmental authorities in the U.S. and/or other countries when our products cause or contribute to a death or serious injury or malfunction in a way that would be reasonably likely to contribute to a death or serious injury if the malfunction were to reoccur.
Assumptions that we have made with respect to acquisitions, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized.
Furthermore, assumptions that we have made with respect to acquisitions, dispositions or joint ventures, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized.
Our operations are subject to extensive regulation in the countries where we do business. In the United States, our products and services are regulated by the FDA and other regulatory authorities. In many foreign countries, sales of our products and services are subject to extensive regulations that may or may not be comparable to those of the FDA.
Our operations are subject to extensive regulation in the countries where we do business. In the U.S., our products and services are regulated by the FDA and other regulatory authorities. In many foreign countries, sales of our products and services are subject to extensive regulations that may or may not be comparable to those of the FDA.
In the United States, several regulators, including the EPA, FDA, and agencies at the state and local level, play a role in regulating the use of EO sterilization. In 2016, the EPA changed the cancer risk basis for EO and determined that EO is carcinogenic to humans.
In the U.S., several regulators, including the EPA, FDA, and agencies at the state and local level, play a role in regulating the use of EO sterilization. In 2016, the EPA changed the cancer risk basis for EO and determined that EO is carcinogenic to humans.
Although STERIS expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of acquired businesses, should allow STERIS to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
Additional unanticipated costs may be incurred in the integration of any acquired business. Although STERIS expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of acquired businesses, should allow STERIS to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
If a large or otherwise impactful number of our employees become ill, incapacitated or are otherwise unable or unwilling to continue working during the current or any future health crises, our operations may be adversely impacted.
If a large or otherwise impactful number of our employees, including key employees, become ill, incapacitated or are otherwise unable or unwilling to continue working during any future health crises, our operations may be adversely impacted.
We have made large acquisitions of businesses, including the acquisitions of Cantel Medical and Key Surgical. The integration of acquired businesses into STERIS involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses; and uncertainties related to design, operation and integration of internal controls over financial reporting.
We have made large acquisitions of businesses. The integration of acquired businesses into STERIS involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses; and uncertainties related to design, operation and integration of internal controls over financial reporting.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us that could materially adversely affect our business, reputation, results of operations, financial condition and stock price.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international laws and regulations or meet evolving and varied stakeholder 18 Table of Contents expectations and standards could result in advocacy group campaigns or legal and regulatory proceedings against us that could materially adversely affect our business, reputation, results of operations, financial condition and stock price.
While CSRD rules are prescriptive for the types of data to be reported, the standards to quantify and qualify such data are still developing and uncertain, and may impose increased costs on us related to complying with our reporting obligations and increase risks of non-compliance with ESRS and the CSRD.
While CSRD rules are prescriptive for the types of data to be reported, the methodology for quantifying and qualifying such data are still developing and uncertain and may impose increased costs on us related to complying with our reporting obligations and increase risks of non-compliance with ESRS and the CSRD.
In addition, some stakeholders may disagree with our priorities and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate.
In addition, some stakeholders may disagree with our priorities, statements and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where corporate focus should be placed, including differing or conflicting views of regulators or elected officials in the various jurisdictions in which we operate.
The anticipated benefits and cost savings of an acquisition may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other adverse effects that we do not currently foresee.
These anticipated benefits and cost savings may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other 23 Table of Contents adverse effects that we do not currently foresee.
Business continuity hazards and other risks include: explosions, fires, earthquakes, public health crises, extreme weather conditions, and other disasters; utility or other mechanical failures; unscheduled downtime; labor difficulties; inability to obtain or maintain any required licenses or permits; disruption of communications; data security, preservation and redundancy disruptions; inability to hire or retain key management or employees; disruption of supply or distribution; and regulation of the safety, security or other aspects of our operations.
Business continuity hazards and other risks include: explosions, fires, earthquakes, public health crises, extreme weather conditions, and other disasters, including those associated with climate change; disruptions of supply chains, or distribution for certain products or commodities; utility or other mechanical failures; unscheduled downtime; labor difficulties; inability to obtain or maintain any required licenses or permits; disruption of communications; data security, preservation and redundancy disruptions; inability to hire or retain key management or employees; and regulation of the safety, security or other aspects of our operations.
While our employees and agents are required to comply with these laws, we cannot assure you that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. Changes in economic climate may adversely affect us.
While our employees and agents are required to comply with these laws, we cannot assure you that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics.
These other risks include additional uncertainties not presently known to us or that we currently believe are immaterial, but may ultimately have a significant impact. In addition, the impacts of ongoing geopolitical conflicts, including the Russia-Ukraine and Israel-Hamas military conflicts, and the ongoing inflationary environment may also exacerbate any of these risks, which could have a material effect on us.
These other risks include additional uncertainties not presently known to us or that we currently believe are immaterial, but may ultimately have a significant impact. In addition, the impacts of ongoing geopolitical conflicts may also exacerbate any of these risks, which could have a material effect on us.
However, no assurance can be given that current or future legislative or regulatory action, or current or future litigation to which we are or may become a party, will not significantly increase the costs of conducting our EO contract sterilization operations or curtail or eliminate the use of EO in our contract sterilization operations.
However, no assurance can be given that current or future legislative 19 Table of Contents or regulatory action, or current or future litigation to which we are or may become a party, will not significantly affect the costs of conducting our EO contract sterilization operations or impact the use of EO in our contract sterilization operations.
Regardless of the merits of the claims at issue or the ultimate outcome of a case, any litigation related to our EO operations could be costly to defend, could result in an increase of our insurance premiums, and could exhaust available insurance coverage.
Regardless of the merits of the claims at issue or the ultimate outcome of cases, any future litigation related to our EO operations may be costly to defend, could result in an increase of our insurance premiums, reduction of limits and terms and could exhaust available insurance coverage.
Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, such as our planned divestment of the Dental segment, and other assets, and other actions intended to optimize our portfolio of businesses.
Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, and other assets, and other actions intended to optimize our portfolio of businesses.
Bribery Act, and similar anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. We are also subject to limitations on trade with persons in sanctioned countries.
We are subject to compliance with various laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. We are also subject to limitations on trade with persons in sanctioned countries.
The availability and prices of raw materials and energy supplies are subject to volatility and are influenced by worldwide economic conditions, speculative action, world supply and demand balances, inventory levels, availability of substitute materials, currency exchange rates, anticipated or perceived shortages, and other factors. Also, certain of our key materials and components have a limited number of suppliers.
The availability and prices of raw materials and energy supplies are subject to volatility and are influenced by worldwide economic conditions, speculative action, world supply and demand balances, inventory levels, availability of substitute materials, currency exchange rates, anticipated or perceived shortages, and other factors.
Section 7874, however, provides an exception to this general rule under which a non-U.S. organized entity may be treated as a U.S. corporation for U.S. federal tax purposes. If we were to be treated as a U.S. corporation for U.S. federal tax purposes, we could be subject to substantial additional U.S. tax liability.
Section 7874, however, provides an exception to this general rule under which a non-U.S. organized entity may be treated as a U.S. corporation for U.S. federal tax purposes.
BUSINESS AND OPERATIONAL RISKS Our businesses are highly competitive, and if we fail to compete successfully, our revenues and results of operations may be hurt . We operate in a highly competitive global environment.
BUSINESS AND OPERATIONAL RISKS Our business environment is highly competitive, and if we fail to compete successfully, our revenues and results of operations may be negatively impacted . We operate in a highly competitive environment.
The shortage of highly qualified people has led to increased competition, which has led to higher costs and other labor-related difficulties. There is no assurance that we will be successful in attracting or retaining replacements to fill vacant positions, successors to fill retirements or employees moving to new positions, or other highly qualified personnel.
Labor market conditions are challenging, and the shortage of highly qualified people has led to increased competition. There is no assurance that we will be successful in attracting replacements to fill vacant positions, retaining successors to fill retirements or employees moving to new positions, or otherwise retaining qualified personnel.
The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results. 24 Table of Contents We may fail to realize all of the anticipated benefits of an acquired business, or those benefits may take longer to realize than expected.
The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results. We may fail to realize all of the anticipated benefits of our strategic business initiatives, as well as acquisitions, dispositions or joint ventures, or those benefits may take longer to realize than expected.
Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Should any of these risks, described below or otherwise, actually occur, our business, financial condition, performance, prospects, value, or results of operations could be negatively affected.
Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Should any of these risks, described below or otherwise, actually occur, our business, financial condition, performance, prospects, value, or results of operations could be negatively affected. LEGAL, REGULATORY AND TAX RISKS Doing Business Internationally Changes in economic climate may adversely affect us.
The effects of geopolitical instability, including as a result of the Russia-Ukraine and Israel-Hamas military conflicts, may adversely affect us and create significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable.
The effects of geopolitical instability may adversely affect us and create significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable.
In August 2022, President Biden signed the Inflation Reduction Act (the “IRA”) into law. One of the provisions in the IRA added a corporate alternative minimum tax (“CAMT”) to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), beginning for fiscal years 2023.
In August 2022, the Inflation Reduction Act (the “IRA”) was signed into law. One of the provisions in the IRA added a corporate alternative minimum tax (“CAMT”) to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), beginning for fiscal years 2023. We do not expect to be subject to the CAMT regime for fiscal years through 2025.
Although we believe we have valid defenses to such claims, there can be no assurance that we will prevail on the merits, as the outcome of trials before juries and other aspects of litigation can be highly unpredictable.
Although we believe we have valid defenses to such claims, there can be no assurance that we will prevail on the merits, as the outcome of trials before juries and other aspects of litigation can be highly unpredictable, and, as a result, we have chosen to pursue a settlement process with respect to pending cases in Illinois.
Our business realignment initiatives may not be as successful as anticipated. We execute organizational realignments to support our growth and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce costs. We commit significant resources to identify, develop and retain key employees to maintain uninterrupted leadership and direction.
Our business realignment initiatives may not be as successful as anticipated. We execute organizational realignments to support our growth and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce costs.
Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws (a/k/a GloBE or Pillar Two) in the EU member countries, in most cases beginning in fiscal year 2024. Many other non-EU member countries agreed to adopt GloBE between fiscal years 2024 and 2025.
Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws (a/k/a GloBE or Pillar Two) in the EU member countries, in most cases beginning in fiscal year 2024. Most EU member countries and many non-EU member countries have already adopted local legislation based on GloBE Model Rules.
These developments may increase the likelihood that we will continue to be subject to these claims or that we will be subject to more claims on behalf of similar plaintiffs in the future.
These developments, as well as other publicity related to EO litigation or regulatory activity, may increase the likelihood that we will continue to be subject to these claims or that we will be subject to more claims on behalf of similar plaintiffs in the future.
This strategy depends upon our ability to identify, appropriately price, and complete these types of business development transactions or arrangements and to obtain any necessary financing. In 22 Table of Contents the last several fiscal years we have made a number of acquisitions and dispositions.
This strategy depends upon our ability to identify, appropriately price, and complete these types of business development transactions or arrangements and to obtain any necessary financing. In the last several fiscal years we have made a number of acquisitions and dispositions. There can be no assurance that any acquisition or disposition will ultimately prove to be a strategic success.
Our growth may be adversely affected if we are unable to successfully identify, price, and integrate strategic business candidates or otherwise optimize our business portfolio.
RISKS RELATED TO BUSINESS DEVELOPMENT We engage in acquisitions and affiliations, divestitures, and other business arrangements. Our growth may be adversely affected if we are unable to successfully identify, price, and integrate strategic business candidates or otherwise optimize our business portfolio.
We purchase raw materials, fabricated and other components, and energy supplies from a variety of suppliers. Key raw materials include stainless steel, organic and inorganic chemicals, fuel, cobalt-60 and EO, and key components include plastic components, as well as various electronics including control boards and computer chips.
Key raw materials include stainless steel, organic and inorganic chemicals, fuel, cobalt-60 and EO, and key components include plastic components, as well as various electronics including control boards and computer chips.
These events also might cause personal injury and loss of life, or severe damage to or destruction of property and equipment, and for injuries occurring at our facilities or as a result of actions of our employees, result in liability claims against us.
These events also might cause personal injury, loss of life, and other social and human effects (such as population dislocations), compliance costs and transition risks (such as regulatory or technology changes) or severe damage to or destruction of inventory, equipment, and other property, and for injuries occurring at our facilities or as a result of actions of our employees, result in liability claims against us.
In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction.
Accordingly, the GloBE rules could increase tax uncertainty and adversely impact our provision for income taxes. In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction.
These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions who adopt the GloBE rules. Our tax rate is uncertain and may vary from expectations, which could have a material impact on our results of operations and earnings per share.
These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions who adopt the GloBE rules.
Regulatory submissions may require the provision of additional data and may be time consuming and costly, and their outcome is uncertain. Regulatory agencies may also change policies, adopt additional regulations, or revise existing regulations, each of which could prevent or delay approval or clearance of devices, or could impact our ability to market a previously cleared, approved, or unregulated device.
Regulatory agencies may also change policies and procedures, change or reduce staff, adopt additional regulations, or revise existing regulations, each of which could prevent or delay approval or clearance of devices, or could impact our ability to market a previously cleared, approved, or unregulated device.
Expectations relating to Corporate Responsibility considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business. Many governments, regulators, investors, employees, Customers and other stakeholders are increasingly focused on ESG considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, 19 Table of Contents equity and inclusion.
Expectations relating to corporate responsibility considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business. Many governments, regulators, investors, employees, Customers and other stakeholders continue to be focused on corporate responsibility, including policies regarding climate change and greenhouse gas emissions.
The CSRD expands the number of companies required to publicly report ESG-related information, defines the ESG-related information that companies are required to disclose in accordance with European Sustainability Reporting Standards (“ESRS”) and imposes additional assurance obligations with respect to such disclosures.
For example, on January 5, 2023, the CSRD became effective. The CSRD expands the number of companies required to publicly report ESG-related information, defines the ESG-related information that companies are required to disclose in accordance with ESRS and imposes additional assurance obligations with respect to such disclosures.
There can be no assurance that any acquisition or disposition will ultimately prove to be a strategic success. Also, we may be unable to find or consummate future acquisitions and divestitures at acceptable prices and terms. We continually evaluate potential business developments opportunities in the ordinary course of business.
Also, we may be unable to find or consummate future acquisitions and divestitures at acceptable prices and terms. We continually evaluate potential business developments opportunities in the ordinary course of business.
Our continued success depends, in large part, on our ability to hire and retain highly qualified people and if we are unable to do so, our business and operations may be impaired or disrupted. Labor market conditions, particularly in the United States, are challenging.
Our business and results of operations may be adversely affected if we are unable to recruit and retain qualified management and other personnel . Our continued success depends, in large part, on our ability to hire and retain highly qualified people, and if we are unable to do so, our business and operations may be impaired or disrupted.
Ongoing geopolitical instability, including as a result of the Russia-Ukraine and Israel-Hamas military conflicts, has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising energy costs, volatility in capital markets and foreign currency exchange rates, rising interest rates and heightened cybersecurity risks.
Ongoing geopolitical instability has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising inflation, volatility in capital markets and foreign currency exchange rates, rising interest rates, reduced consumer and Customer demand, economic slowdowns and recessions and heightened cybersecurity risks.
Numerous and evolving cybersecurity threats continue to pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. Some of our products, services, and information technology systems contain or use open-source software, which poses additional risks, including potential security vulnerabilities, licensing compliance issues, and quality issues.
Some of our products, services, and information technology systems contain or use open-source software, which poses additional risks, including potential security vulnerabilities, licensing compliance issues, and quality issues.
The potential impacts include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange 14 Table of Contents and interest rates, increased inflationary pressure on raw materials and energy, and other risks, including an elevated risk of cybersecurity threats and the potential for further sanctions.
The potential impacts of such geopolitical instability include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange and interest rates, increased inflationary pressure on raw materials and energy, reduced consumer and Customer demand, economic slowdowns and recessions and other risks, including an elevated risk of cybersecurity threats and the potential for new or further sanctions, tariffs or changes to international trade policy.
Any of these risks might have a materially adverse impact on our business operations, our cash flows and our financial position or results of operations. Current economic and political conditions make tax rules in any jurisdiction subject to significant change. The U.S. Tax Cuts and Jobs Act (the “TCJA”) was signed into law on December 22, 2017.
Current economic and political conditions make tax rules in any jurisdiction subject to significant change. The U.S. Tax Cuts and Jobs Act (the “TCJA”) was signed into law on December 22, 2017.
The success of an acquisition depends, in part, on our ability to realize the anticipated benefits and cost savings from combining the businesses.
The success of our strategic business initiatives depend, in part, on our ability to realize the anticipated benefits and cost savings from such initiatives.
A failure, or perceived failure, to respond to expectations of all key stakeholders could cause harm to our business and reputation and have a negative impact on the market price of our ordinary shares. Further, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on ESG matters.
A failure, or perceived failure, to respond to expectations of all key stakeholders could cause harm to our business and reputation and have a negative impact on the market price of our ordinary shares.
STERIS expects to incur non-recurring costs associated with the integrations of recent acquisitions into STERIS and working towards achieving the desired synergies of such acquisitions. These fees and costs have been, and may continue to be, substantial. The non-recurring expenses include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, and severance and benefit costs.
These fees and costs have been, and may continue to be, substantial. The non-recurring expenses include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, and severance and benefit costs. STERIS also expects to incur and has incurred costs to consolidate facilities and systems.
Tax Risks We might be adversely impacted by tax legislation or challenges to our tax positions. We are subject to the tax laws at the federal, state or provincial, and local government levels in the many jurisdictions in which we operate or sell products or services.
We are subject to the tax laws at the federal, state or provincial, and local government levels in the many jurisdictions in which we operate or sell products or services. Tax laws might change in ways that adversely affect our tax positions, effective tax rate and cash flow. The tax laws are extremely complex and subject to varying interpretations.
Implementation costs also might exceed expectations. Increases in costs of doing business may have a material adverse effect on our financial condition and results of operations. A pandemic or similar public health crisis could have a material adverse impact on our ability to staff our operations.
The failure to realize such efficiencies and cost reduction benefits, or increases in the costs of doing business related to in-sourced production, could adversely impact our financial condition and results of operations. A pandemic or similar public health crisis could have a material adverse impact on our ability to staff our operations.
Litigation may also be brought against us claiming that we have violated the intellectual property rights of others. Litigation may be costly and may divert management’s attention from other matters. Additionally, in some foreign countries with weaker intellectual property rights, it may be difficult to maintain and enforce patents and other proprietary rights or defend against claims of infringement.
Litigation may also be brought against us claiming that we have violated the intellectual property rights of others. Litigation may be costly and may divert management’s attention from other matters.
This may result in greater pricing pressures on us and in some cases loss of Customers. Additional consolidations could result in a loss of Customers or more significant pricing pressures. Supply chain disruption might increase our production costs, limit our production capabilities or curtail our operations.
Additional consolidations could result in a loss of Customers or more significant pricing pressures. Supply chain disruption might increase our production costs, limit our production capabilities or curtail our operations. We purchase raw materials, fabricated and other components, and energy supplies from a variety of suppliers.
We have undertaken various activities to incorporate Lean concepts and practices to more efficiently operate our business, including in-sourcing. We continue to look for opportunities to in-source production that is currently provided by third parties. These activities may not produce the full efficiencies and cost reduction benefits that we expect or efficiencies and benefits might be delayed.
We continue to look for opportunities to in-source production that is currently provided by third parties. These activities may not produce the full efficiencies and cost reduction benefits that we expect, or efficiencies and benefits might be delayed. Implementing these activities can be complex and time-consuming, and anticipated initial costs may exceed expectations.
A long-term disruption in cobalt-60 sourced from Russia may negatively impact gamma processing capacity or increase costs in certain portions of our AST operations. Our operations, and those of our suppliers, are subject to a variety of business continuity hazards and risks, any of which could interrupt production or operations or otherwise adversely affect our performance, results, or value.
Our operations, and those of our suppliers, are subject to a variety of business continuity hazards and risks, any of which could interrupt production or operations or otherwise adversely affect our performance, results, or value.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Board of Directors has oversight responsibility for the ERM program, and delegates the risk management assessment and risk management approach, including risks related to cybersecurity, to its Audit Committee. Among other responsibilities, the Audit Committee is responsible for monitoring internal controls, including those related to cybersecurity risk.
Biggest changeMembers of the IRT, the Executive Cybersecurity Steering Committee and the Board of Directors receive additional training on responding to cybersecurity incidents. Our Board of Directors has oversight responsibility for the ERM program, and delegates the risk management assessment and risk management approach, including risks related to cybersecurity, to its Audit Committee.
STERIS has an Executive Cybersecurity Steering Committee consisting of the Senior Vice President & Chief Financial Officer, the Vice President, Chief Accounting Officer, the Vice President, Investor Relations & Corporate Communications, the Vice President & Chief Information Officer (“CIO”), the Vice President, Chief Compliance Officer, the Senior Vice President, General Counsel & Company Secretary, and the Chief Information Security Officer (“CISO”) that is responsible for providing governance, risk and compliance oversight for STERIS’s incident response program, providing guidance and support for cybersecurity non-technical initiatives, and for verifying that appropriate actions are taken following an incident occurrence.
STERIS has an Executive Cybersecurity Steering Committee consisting of the Senior Vice President & Chief Financial Officer, the Vice President, Chief Accounting Officer, the Vice President, Investor Relations & Corporate Communications, the Vice President & Chief Information Officer (“CIO”), the Vice President, Chief Compliance Officer, the Senior Vice President, General Counsel & Company Secretary, and the Vice President, Chief Information Security Officer (“CISO”) that is responsible for providing governance, risk and compliance oversight for STERIS’s incident response program, providing guidance and support for cybersecurity non-technical initiatives, and for verifying that appropriate actions are taken following an incident occurrence.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy At STERIS, the enterprise risk management (“ERM”) program is designed to identify, assess, and manage risks across STERIS’s enterprise. Cybersecurity risk management is integrated into STERIS’s ERM program, under which we regularly assess cybersecurity risks in accordance with what we believe are industry cybersecurity best practices.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy At STERIS, the ERM program is designed to identify, assess, and manage risks across STERIS’s enterprise. Cybersecurity risk management is integrated into STERIS’s ERM program, under which we regularly assess cybersecurity risks in accordance with what we believe are industry cybersecurity best practices.
In fiscal year 2024, STERIS did not experience any cyberattack or other attempted intrusion or other incident with respect to our information systems that materially affected or was likely to materially affect our business strategy, results of operations, financial condition or cash flows.
In fiscal year 2025, STERIS did not experience any cyberattack or other attempted intrusion or other incident with respect to our information systems that materially affected or was likely to materially affect our business strategy, results of operations, financial condition or cash flows.
Our incident response policy includes steps for detecting and investigating cybersecurity incidents, assessing the nature, scope, and severity of cybersecurity threats, identifying the impact of cybersecurity incidents, communicating cybersecurity incident disclosures, and implementing cybersecurity countermeasures and mitigation strategies. 25 Table of Contents A subcommittee of our IRT reviews and assesses associated public reporting implications of cybersecurity incidents.
Our incident response policy includes steps for detecting and investigating cybersecurity incidents, assessing the nature, scope, and severity of cybersecurity threats, identifying the impact of cybersecurity incidents, communicating cybersecurity incident disclosures, and implementing cybersecurity countermeasures and mitigation strategies. A subcommittee of our IRT reviews and assesses associated public reporting implications of cybersecurity incidents.
Management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to monitor such potential cybersecurity risk exposures, putting in place appropriate mitigation measures and maintaining the cybersecurity program.
Among other responsibilities, the Audit Committee is responsible for monitoring internal controls, including those related to cybersecurity risk. Management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to monitor such potential cybersecurity risk exposures, putting in place appropriate mitigation measures and maintaining the cybersecurity program.
Our process also includes informing the Board of Directors and the Audit Committee following a material cybersecurity incident. We engage third-party security experts to support our risk assessment activities and to provide system security enhancements. Our program includes regular vulnerability and penetration testing (internal and external) of our enterprise systems by independent external security experts.
Our process also includes informing the Board of Directors and the Audit Committee following a material cybersecurity incident. We engage third-party security experts to support our risk assessment activities and to provide system security enhancements.
Removed
Education and awareness training on information security and data protection is conducted regularly for Associates. Members of the IRT, the Executive Cybersecurity Steering Committee and the Board of Directors receive additional training on responding to cybersecurity incidents.
Added
Our program includes regular vulnerability and penetration testing (internal and external) of our enterprise systems by independent external security experts. 24 Table of Contents Education and awareness training on information security and data protection is conducted regularly for employees.
Added
Our CIO has a Bachelor of Science in Computer Engineering, a Master of Business Administration, and over 35 years of experience working in the information technology field, including approximately 20 years of CIO positions.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Company owns and leases several material manufacturing locations that support the Healthcare, Life Sciences, and AST segme nts, which are disclosed in the following table: 26 Table of Contents Location U.S./INTL* Owned/Leased Montgomery, AL U.S. Owned/Leased St. Louis, MO U.S. Owned/Leased Mentor, OH U.S. Owned/Leased Sharon Hill, PA U.S. Owned Franklin Park, IL U.S. Leased Point Richmond, CA U.S.
Biggest changeIncluded among totals listed above, the Company owns and leases manufacturing facilities that support the Healthcare, Life Sciences, and AST segments. The locations we deem to be material are disclosed in the following table: 25 Table of Contents Location Owned/Leased Conroe, TX Owned Guadalupe, Mexico Owned Mentor, OH Owned/Leased Montgomery, AL Owned/Leased Plymouth, MN Owned/Leased Quebec City, Canada Owned St.
ITEM 2. PROPERTIES The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, 2024. The Company believes that its facilities are adequate for operations and are maintained in good condition. The Company is confident that, if needed, it will be able to acquire additional facilities at commercially reasonable rates.
ITEM 2. PROPERTIES The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, 2025. The Company believes that its facilities are adequate for operations and are maintained in good condition. The Company is confident that, if needed, it will be able to acquire additional facilities at commercially reasonable rates.
Operational locations are primarily comprised of service centers and distribution warehouses. Our locations are geographically spread to be in close proximity to our Customers to ensure timely delivery of products and services.
In addition to these locations, the Company partners with third-party logistics service providers to streamline the distribution of product and materials. Operational locations are primarily comprised of service centers, manufacturing and distribution warehouses. Our locations are geographically spread to be in close proximity to our Customers to ensure timely delivery of products and services.
These locations are strategically located near Customer manufacturing and distribution sites and core distribution corridors throughout the Americas, Europe and Asia. The Company operates over 150 locations representing sales, administrative and operational locations in the U.S. and over 25 other countries, the majority of which are leased and support one or multiple business segments.
These strategically positioned locations are situated near Customer manufacturing and distribution sites, as well as key distribution corridors across Africa, Asia, Europe, and North America. The Company operates approximately 250 locations representing sales, administrative, manufacturing and operational locations in the U.S. and more than 35 other countries, the majority of which are leased and support one or multiple business segments.
In the following discussion “International” is defined as all countries other than Ireland and the United States. The Company’s principal executive office is located in Dublin, Ireland and its primary administrative offices are located in Mentor, OH (U.S.). The AST global network utilized in delivery of contract sterilization services is comprised of more than 60 owned or leased facilities.
The Company’s principal executive office is located in Dublin, Ireland and its primary administrative offices are located in Mentor, OH (U.S.). In our AST segment, we operate over 60 owned or leased facilities dedicated to delivering contract sterilization services.
Removed
Leased Clemmons, NC U.S. Leased Conroe, TX U.S. Owned Plymouth, MN U.S. Owned/Leased Sharon, PA U.S.
Added
Louis, MO Owned/Leased Leicester, England Owned Ottawa, Canada Leased Point Richmond, CA Leased Tuusula, Finland Owned Pomezia, Italy Owned Bishop's Stortford, England Leased Franklin Park, IL Leased Sharon Hill, PA Owned Tuttlingen, Germany Leased
Removed
Owned Fidenza, Italy INTL Leased Pomezia, Italy INTL Owned Tuttlingen, Germany INTL Leased Ontario, Canada INTL Leased Quebec City, Canada INTL Owned Tuusula, Finland INTL Owned Bordeaux, France INTL Owned Leicester, England INTL Owned Shanghai, China INTL Leased Guadalupe, Mexico INTL Leased Bishop Stortford, England INTL Leased * International includes all countries other than Ireland and the U.S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of March 31, 2024, there was $500.0 million (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program. 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.
Biggest changeAs of March 31, 2025, there was $300.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Board authorized share repurchase program. 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.
The following table presents information with respect to purchases STERIS made of its ordinary shares under the share repurchase program during the fourth quarter of fiscal year 2024: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans at Period End (dollars in thousands) January 1-31 — $ — — $ 500,000 February 1-28 — $ — — 500,000 March 1-31 — $ — — 500,000 Total — $ — — $ 500,000 28 Table of Contents
The following table presents information with respect to purchases STERIS made of its ordinary shares under the share repurchase program during the fourth quarter of fiscal year 2025: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans at Period End (dollars in thousands) January 1-31 — $ — — $ 300,000 February 1-28 — $ — — 300,000 March 1-31 — $ — — 300,000 Total — $ — — $ 300,000 27 Table of Contents
ITEM 5. MARKET FOR REGISTRANT’S ORDINARY EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information. Our ordinary shares are traded on the New York Stock Exchange under the symbol “STE.” Holders. As of March 31, 2024, there were approxim ately 390 h olders of record of our ordinary shares. Dividend Policy.
ITEM 5. MARKET FOR REGISTRANT’S ORDINARY EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information. Our ordinary shares are traded on the New York Stock Exchange under the symbol “STE.” Holders. As of March 31, 2025, there were approxim ately 373 h olders of record of our ordinary shares. Dividend Policy.
On May 3, 2023 our Board of Directors terminated the previous share repurchase program then in effect and authorized a new share repurchase program for the purchase of up to $500.0 million (net of taxes, fees and commissions), which has no specified expiration date.
On May 3, 2023 our Board of Directors terminated the previous share repurchase program then in effect and authorized a new share repurchase program for the purchase of up to $500.0 million (exclusive of fees, commissions, and other charges), which has no specified expiration date.
This does not include 27 shares purchased during the year at an average price of $212.65 per share by the STERIS Corporation 401(k) Plan on behalf of an executive officer of the Company who may be deemed to be an affiliated purchaser.
This does not include 35 shares purchased during the year at an average price of $224.23 per share by the STERIS Corporation 401(k) Plan on behalf of an executive officer of the Company who may be deemed to be an affiliated purchaser.
During fiscal 2024, we obtained 76,645 of our ordinary shares in the aggregate amount of $11.8 million in connection with share-based compensation award programs.
During fiscal 2025, we obtained 94,577 of our ordinary shares in the aggregate amount of $11.3 million in connection with share-based compensation award programs.
Removed
During fiscal 2024, we had no share repurchase activity pursuant to the previous share repurchase program or the May 3, 2023 authorization.
Added
During fiscal 2025, we repurchased 907,158 of our ordinary shares for the aggregate amount of $200.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations under the share repurchase program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

136 edited+23 added−39 removed76 unchanged
Biggest changeOther potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the ability to consummate the previously announced sale of STERIS’s Dental business segment (the “Transaction”) on the expected terms and within the anticipated time period, or at all, which is dependent on the satisfaction of certain closing conditions, some of which are outside of STERIS’s control, (b) STERIS’s ability to realize the expected benefits of the Transaction, including the earnout payment, (c) the risk that regulatory approvals that are required to complete the Transaction may not be received, may take longer than expected or may impose adverse conditions, (d) the impact of public health crises on STERIS’s operations, supply chain, material and labor costs, performance, results, prospects, or value, (e) STERIS's ability to achieve the expected benefits regarding the accounting and tax treatments of the redomiciliation to Ireland , (f) operating costs, Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected, (g) STERIS’s ability to successfully integrate acquired businesses into its existing businesses, including unknown or inestimable liabilities, impairments, or increases in expected integration costs or difficulties in connection with the integration of such businesses, (h) uncertainties related to tax treatments under the TCJA and the IRA, (i) the possibility that Pillar Two Model Rules could increase tax uncertainty and adversely impact STERIS's provision for income taxes and effective tax rate and subject STERIS to additional income tax in jurisdictions who adopt Pillar Two Model Rules, (j) STERIS's ability to continue to qualify for benefits under certain income tax treaties in light of ratification of more strict income tax treaty rules (through the MLI) in many jurisdictions where STERIS has operations, (k) changes in tax laws or interpretations that could increase our consolidated tax liabilities, including changes in tax laws that would result in STERIS being treated as a domestic corporation for United States federal tax purposes, (l) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, including as a result of inflation, (m) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated, (n) the possibility that application of or compliance with laws, court rulings, certifications, regulations, or regulatory actions, including without limitation any of the same relating to FDA, EPA or other regulatory authorities, government investigations, the outcome of any pending or threatened FDA, EPA or other regulatory warning notices, actions, requests, inspections or submissions, the outcome of any pending or threatened litigation brought by private parties, or other requirements or standards may delay, limit or prevent new product or service introductions, affect the production, supply and/or marketing of existing products or services, result in costs to STERIS that may not be covered by insurance, or otherwise affect STERIS’s performance, results, prospects or value, (o) the potential of international unrest, including the Russia-Ukraine or Israel-Hamas military conflicts, economic downturn or effects of currencies, tax assessments, tariffs and/or other trade barriers, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs, (p) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s products and services, (q) the possibility of delays in receipt of orders, order cancellations, or delays in the manufacture or shipment of ordered products, due to supply chain issues or otherwise, or in the provision of services, (r) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, impairments, regulatory, governmental, or other issues or risks associated with STERIS’s businesses, industry or initiatives including, without limitation, those matters described in STERIS's various securities filings, may adversely impact STERIS’s performance, results, prospects or value, (s) the impact on STERIS and its operations, or tax liabilities, of Brexit or the exit of other member countries from the EU, and the Company’s ability to respond to such impacts, (t) the impact on STERIS and its operations of any legislation, regulations or orders, including but not limited to any new trade or tax legislation (including CAMT and excise tax on stock buybacks), regulations or orders, that may be implemented by the U.S. administration or Congress, or of any responses thereto, (u) the possibility that anticipated financial results or benefits of recent acquisitions, of STERIS’s restructuring efforts, or of recent divestitures, including anticipated revenue, productivity improvement, cost savings, growth synergies and other anticipated benefits, will not be realized or will be other than anticipated, (v) the level of STERIS’s indebtedness limiting financial flexibility or increasing future borrowing costs, 50 Table of Contents (w) rating agency actions or other occurrences that could affect STERIS’s existing debt or future ability to borrow funds at rates favorable to STERIS or at all, (x) the effects of changes in credit availability and pricing, as well as the ability of STERIS’s Customers and suppliers to adequately access the credit markets, on favorable terms or at all, when needed, and (y) the possibility that our expectations about the pre-tax savings resulting from the Restructuring Plan, the number of positions eliminated pursuant to the Restructuring Plan and the costs, charges and cash expenditures associated with the Restructuring Plan may not be realized on the timeline or timelines we expect, or at all. 51 Table of Contents
Biggest changeOther potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) operating costs, pressure on pricing (including, without limitation, as a result of inflation), Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected and leading to erosion of profit margins; (b) STERIS’s ability to successfully integrate acquired businesses into its existing businesses, including unknown or inestimable liabilities, impairments, or increases in expected integration costs or difficulties in connection with the integration of such businesses; (c) changes in tax laws or interpretations or the adoption of certain income tax treaties in jurisdictions where we operate that could increase our consolidated tax liabilities, including changes in tax laws that would result in STERIS being treated as a domestic corporation for United States federal tax purposes, or tariffs and/or other trade barriers; (d) the possibility that compliance with laws, court rulings, certifications, regulations, or other regulatory actions, or the outcome of any pending or threatened litigation, including the EO litigation, may delay, limit or prevent new product or service introductions, impact production, supply and/or marketing of existing products or services, result in uncovered costs, or otherwise affect STERIS’s performance, results, prospects or value; (e) the potential of international unrest, including military conflicts, economic downturn and effects of currency fluctuations; (f) the possibility of delays in receipt of orders, order cancellations, or the manufacture or shipment of ordered products; (g) the possibility that anticipated growth, performance or other results may not be achieved, or that timing, execution, impairments, or other issues associated with STERIS’s businesses, industry or initiatives may adversely impact STERIS’s performance, results, prospects or value; (h) the impact on STERIS and its operations of any legislation, regulations or orders, including but not limited to any new trade, regulations or orders, that may be implemented by the U.S. administration or Congress , or of any responses thereto by non-U.S. governments; (i) the possibility that anticipated financial results, anticipated revenue, productivity improvements, cost savings, growth synergies, and other anticipated benefits of acquisitions, restructuring efforts, and divestitures will not be realized or will be less than anticipated; (j) the level of STERIS’s indebtedness limiting financial flexibility or increasing future borrowing costs; (k) the effects of changes in credit availability and pricing, as well as the ability of STERIS and STERIS’s Customers and suppliers to adequately access the credit markets, on favorable terms or at all, when needed; (l) the impacts of increasing competition within our industry, which may exert pressure on our pricing strategy or lead to decreasing demand for our products and services; (m) the effects on our operations resulting from labor-related issues, such as strikes, unsuccessful union negotiations and other workforce disruptions; (n) the possibility of economic downturns and recessions, which could negatively impact our business by reducing consumer and Customer spending.
For additional information on our sources of funding and credit, refer to Note 8 to our consolidated financial statements titled, “Debt.” CAPITAL EXPENDITURES Our capital expenditure program is a component of our long-term strategy. This program includes, among other things, investments in new and existing facilities, business expansion projects, radioisotope (cobalt-60), and information technology enhancements and research and development advances.
For additional information on our sources of funding and credit, refer to Note 8 to our consolidated financial statements titled, “Debt.” CAPITAL EXPENDITURES Our capital expenditure program is a component of our long-term strategy. This program includes, among other things, investments in new and existing facilities, business expansion projects, cobalt-60, and information technology enhancements and research and development advances.
In addition, there is increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all which are driving increased demand for many of our products and services. Acquisitions .
In addition, there is increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all of which are driving increased demand for many of our products and services. Acquisitions and Divestitures .
Note 11 to our consolidated financial statements titled, “Benefit Plans,” contains additional information about our pension and other post-retirement welfare benefits plans. 49 Table of Contents FORWARD-LOOKING STATEMENTS This Form 10-K may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS or its industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations.
Note 11 to our consolidated financial statements titled, “Benefit Plans,” contains additional information about our pension and other post-retirement welfare benefits plans. 47 Table of Contents FORWARD-LOOKING STATEMENTS This Form 10-K may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS or its industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations.
The agreement governing the notes contains leverage and interest coverage covenants. • On March 19, 2021, STERIS Corporation as issuer, and the Company, Limited and FinCo, as guarantors, entered into (1) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated December 4, 2012) per the 2012 and 2013 senior notes (the “2012 Amendment”), and (2) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated March 31, 2015) for the 2015 senior notes (the “2015 Amendment”).
The agreement governing the notes contains leverage and interest coverage covenants. • On March 19, 2021, STERIS Corporation as issuer, and Parent, Limited and FinCo, as guarantors, entered into (1) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated December 4, 2012) per the 2012 and 2013 senior notes (the “2012 Amendment”), and (2) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated March 31, 2015) for the 2015 senior notes (the “2015 Amendment”).
Forward-looking statements speak only as to the date the statement is made and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “deliver,” “orders,” “backlog,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology.
Forward-looking statements speak only as to the date the statement is made and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “deliver,” “orders,” “backlog,” “comfortable,” “trend,” and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology.
Additional information regarding these financial measures, including reconciliations of each non-GAAP financial measure, is available in the subsection of MD&A titled, "Non-GAAP Financial Measures." 30 Table of Contents REVENUES– DEFINED As required by Regulation S-X, we separately present revenues generated as either product revenues or service revenues on our Consolidated Statements of Income for each period presented.
Additional information regarding these financial measures, including reconciliations of each non-GAAP financial measure, is available in the subsection of MD&A titled, "Non-GAAP Financial Measures." 29 Table of Contents REVENUES– DEFINED As required by Regulation S-X, we separately present revenues generated as either Product revenues or Service revenues on our Consolidated Statements of Income for each period presented.
Also on March 19, 2021, Limited, as Issuer, and the Company, STERIS Corporation and FinCo, as guarantors, entered into a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated a certain note purchase agreement originally dated January 23, 2017) for the 2017 senior notes (together with the 2012 Amendment and the 2015 Amendment, the “NPA Amendments”).
Also on March 19, 2021, Limited, as issuer, and Parent, STERIS Corporation and FinCo, as guarantors, entered into a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated a certain note purchase agreement originally dated January 23, 2017) for the 2017 senior notes (together with the 2012 Amendment and the 2015 Amendment, the “NPA Amendments”).
There can be no assurance that our financing arrangements will provide us with sufficient funds or that we will be able to obtain any additional funds on terms favorable to us or at all. Our material future cash obligations and commercial commitments as of March 31, 2024 are presented in the following tables.
There can be no assurance that our financing arrangements will provide us with sufficient funds or that we will be able to obtain any additional funds on terms favorable to us or at all. Our material future cash obligations and commercial commitments as of March 31, 2025 are presented in the following tables.
Please refer to "Information With Respect to Our Business In General" in Item 1."Business" to this Annual Report on Form 10-K. 32 Table of Contents NON-GAAP FINANCIAL MEASURES We, at times, refer to financial measures which are considered to be “non-GAAP financial measures” under the Securities and Exchange Commission rules.
Please refer to "Information With Respect to Our Business In General" in Item 1."Business" to this Annual Report on Form 10-K. 31 Table of Contents NON-GAAP FINANCIAL MEASURES We, at times, refer to financial measures which are considered to be “non-GAAP financial measures” under the Securities and Exchange Commission rules.
The following is a summary of these guarantees: Guarantees of Senior Notes • Parent Company Guarantor – STERIS plc • Subsidiary Issuer – STERIS Irish FinCo Unlimited Company • Subsidiary Guarantor – STERIS Limited • Subsidiary Guarantor – STERIS Corporation The guarantee of a Guarantor will be automatically and unconditionally released and discharged: • in the case of a Subsidiary Guarantor, upon the sale, transfer or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the indenture; • in the case of a Subsidiary Guarantor, upon the sale, transfer or other disposition of all or substantially all the assets of such Subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the indenture; • in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor is no longer a borrower under or no longer guarantees any material credit facility (subject to restatement in specified circumstances); • upon the legal defeasance or covenant defeasance of the notes or the discharge of the Issuer’s obligations under the indenture in accordance with the terms of the indenture; • as described in accordance with the terms of the indenture; or • in the case of the Parent, if the Issuer ceases for any reason to be a subsidiary of the Parent; provided that all guarantees and other obligations of the Parent in respect of all other indebtedness under any material credit facility of the Issuer terminate upon the Issuer ceasing to be a subsidiary of the Parent; and • upon such Guarantor delivering to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the indenture relating to such transaction or release have been complied with.
The following is a summary of these guarantees: Guarantees of Senior Notes • Parent Company Guarantor – STERIS plc • Subsidiary Issuer – STERIS Irish FinCo Unlimited Company • Subsidiary Guarantor – STERIS Limited • Subsidiary Guarantor – STERIS Corporation The guarantee of a Guarantor will be automatically and unconditionally released and discharged: • in the case of a subsidiary Guarantor, upon the sale, transfer or other disposition (including by way of consolidation or merger) of such subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the Indenture; • in the case of a subsidiary Guarantor, upon the sale, transfer or other disposition of all or substantially all the assets of such subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the Indenture; • in the case of a subsidiary Guarantor, at such time as such subsidiary Guarantor is no longer a borrower under or no longer guarantees any material credit facility (subject to reinstatement in specified circumstances); • upon the legal defeasance or covenant defeasance of the Senior Public Notes or the discharge of FinCo’s obligations under the Indenture in accordance with the terms of the Indenture; • as described in accordance with the terms of the Indenture; or • in the case of Parent, if the FinCo ceases for any reason to be a subsidiary of Parent; provided that all guarantees and other obligations of Parent in respect of all other indebtedness under any material credit facility of the Issuer terminate upon FinCo ceasing to be a subsidiary of Parent; and • upon such Guarantor delivering to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction or release have been complied with.
Certain costs to fulfill a contract are capitalized and amortized over the term of the contract if they are recoverable, directly related to a contract and generate resources that we will use to fulfill the contract in the future. At March 31, 2024, assets related to costs to fulfill a contract were not material to our consolidated financial statements.
Certain costs to fulfill a contract are capitalized and amortized over the term of the contract if they are recoverable, directly related to a contract and generate resources that we will use to fulfill the contract in the future. At March 31, 2025, assets related to costs to fulfill a contract were not material to our consolidated financial statements.
We have made assumptions regarding healthcare costs in computing our other post-retirement benefit obligation. The assumed rates of increase generally decline ratably over a five year-period from the assumed current year healthcare cost trend rate of 7.5% to the assumed long-term healthcare cost trend rate.
We have made assumptions regarding healthcare costs in computing our other post-retirement benefit obligation. The assumed rates of increase generally decline ratably over a five year-period from the assumed current year healthcare cost trend rate of 8.5% to the assumed long-term healthcare cost trend rate.
Bank National Association as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 1, 2021, among FinCo, the Guarantors and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Each of the Guarantors guaranteed the Senior Public Notes jointly and severally on a senior unsecured basis.
Bank National Association as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 1, 2021, among FinCo, the Guarantors and the Trustee (together with the Base Indenture, the “Indenture”). Each of the Guarantors guaranteed the Senior Public Notes jointly and severally on a senior unsecured basis.
The ability of our subsidiaries to pay dividends, interest and other fees to the Issuer and ability of the Issuer and Guarantors to service the Senior Public Notes may be restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries are or may become a party.
The ability of our subsidiaries to pay dividends, interest and other fees to FinCo and ability of FinCo and Guarantors to service the Senior Public Notes may be restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries are or may become a party.
Therefore, the discussion within this Results of Operations section excludes discontinued operations and relates solely to our continuing operations. The discussion of and factors affecting our performance for the year ended March 31, 2023 compared to the fiscal year ended March 31, 2022 is included in Item 7.
Therefore, the discussion within this Results of Operations section excludes discontinued operations and relates solely to our continuing operations. The discussion of factors affecting our performance for the year ended March 31, 2024 compared to the fiscal year ended March 31, 2023 is included in Item 7.
We begin with a general overview of our operating results and then separately discuss earnings for our operating segments. As a result of the agreement to divest our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required.
We begin with a general overview of our operating results and then separately discuss earnings for our operating segments. 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.
Shipping and handling costs charged to Customers are included in Product revenues. The associated expenses are treated as fulfillment costs and are included in Cost of revenues. Revenues are reported net of sales and value-added taxes collected from Customers. 45 Table of Contents We have individual Customer contracts that offer discounted pricing.
Shipping and handling costs charged to Customers are included in Product revenues. The associated expenses are treated as fulfillment costs and are included in Cost of revenues. Revenues are reported net of sales and value-added taxes collected from Customers. We have individual Customer contracts that offer discounted pricing.
The summarized financial information is presented after elimination of (i) intercompany transactions and balances among the guarantors and issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer. Transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
The summarized financial information is presented after elimination of (i) intercompany transactions and balances among the guarantors and issuer and (ii) equity in earnings from and investments in any 42 Table of Contents subsidiary that is a non-guarantor or issuer. Transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
Swingline borrowings bear interest at a rate to be agreed upon 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. Advances may be extended in U.S.
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.
These include: consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools; and services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, outsourced reprocessing; and capital equipment, such as sterilizers, surgical tables, and automated endoscope reprocessors, and connectivity solutions such as operating room (“OR”) integrati on.
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 OR integrati on.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION In Management’s Discussion and Analysis (“MD&A”), we explain the general financial condition and the results of operations for STERIS and its subsidiaries including: • what factors affect our business; • what our earnings and costs were; • why those earnings and costs were different from the year before; • where our earnings came from; • how this affects our overall financial condition; • what our expenditures for capital projects were; and • where cash is expected to come from to fund future debt principal repayments, growth outside of core operations, repurchase ordinary shares, pay cash dividends and fund future working capital needs.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION In Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we explain the general financial condition and the results of operations for STERIS and its subsidiaries including: • what factors affect our business; • what our earnings and costs were in each period presented; • why those earnings and costs were different from the year before; • where our earnings came from; • how this affects our overall financial condition; • what our expenditures for capital projects were; and • where cash is expected to come from to fund future debt principal repayments, growth outside of core operations, repurchases of shares, cash dividends and future working capital needs.
Holding all other assumptions constant, lowering the discount rate assumption for our defined benefit pension plans and for the other post-retirement benefits plan by 50 basis points would have decreased the fiscal 2024 net periodic benefit costs by less than $0.1 million and would have increased the projected benefit obligations by approximately $8.0 million at March 31, 2024.
Holding all other assumptions constant, lowering the discount rate assumption for our defined benefit pension plans and for the other post-retirement benefits plan by 50 basis points would have decreased the fiscal 2025 net periodic benefit costs by less than $0.1 million and would have increased the projected benefit obligations by approximately $7.4 million at March 31, 2025.
Service revenues also include outsourced reprocessing services and instrument and scope repairs, as well as revenues generated from contract sterilization and laboratory services offered through our AST segment. • Capital Equipment Revenues – We define capital equipment revenues as revenues generated from sales of capital equipment, which includes steam and gas sterilizers, low temperature liquid chemical sterilant processing systems, pure steam/water systems, surgical lights and tables, and integrated OR. • Consumable Revenues – We define consumable revenues as revenues generated from sales of the consumable family of products, which includes dedicated consumables used in our V-PRO sterilizers and automated endoscope reprocessors, SYSTEM 1 and 1E consumables, gastrointestinal endoscopy accessories, instruments and tools, sterility assurance products, barrier protection solutions, and cleaning consumables. • Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and service revenues.
Service revenues also include outsourced reprocessing services and instrument and scope repairs, as well as revenues generated from contract sterilization and laboratory services offered through our AST segment. • Capital Equipment Revenues – We define capital equipment revenues as revenues generated from sales of capital equipment, which includes steam and gas sterilizers, low temperature liquid chemical sterilant processing systems, automated endoscope reprocessors, pure steam/water systems, surgical lights and tables, and integrated operating rooms. • Consumable Revenues – We define consumable revenues as revenues generated from sales of the consumable family of products, which includes dedicated consumables used in our capital equipment, gastrointestinal endoscopy accessories, instruments and tools, sterility assurance products, barrier protection solutions, and cleaning consumables. • Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and Service revenues.
Our accounting policies and recently issued accounting pronouncements are more fully described in Note 1 to our consolidated financial statements titled, "Nature of Operations and Summary of Significant Accounting Policies." Estimates and Assumptions.
Our accounting policies and recently issued accounting pronouncements are more fully described in Note 1 to our consolidated financial statements titled, "Nature of Operations and Summary of Significant Accounting Policies." 43 Table of Contents Estimates and Assumptions.
Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the year ended March 31, 2023. 33 Table of Contents FISCAL 2024 AS COMPARED TO FISCAL 2023 Revenues.
Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the year ended March 31, 2024. 32 Table of Contents FISCAL 2025 AS COMPARED TO FISCAL 2024 Revenues.
The NPA Amendments provided, among other things, for the waiver of certain repurchase rights of the note holders and increased the size of certain baskets to more closely align with other current credit agreement baskets. At March 31, 2024, we were in compliance with all financial covenants associated with our indebtedness.
The NPA Amendments provided, among other things, for the waiver of certain repurchase rights of the note holders and increased the size of certain baskets to more closely align with other current credit agreement baskets. 40 Table of Contents At March 31, 2025, we were in compliance with all financial covenants associated with our indebtedness.
For more information regarding our segments please refer to Note 13 to our consolidated financial statements titled, "Business Segment Information," and Item 1, "Business." 36 Table of Contents The following table compares business segment revenues as well as impacts from acquisitions, divestitures, and foreign currency movements for the year ended March 31, 2024 to the year ended March 31, 2023.
For more information regarding our segments please refer to Note 13 to our consolidated financial statements titled, "Business Segment Information," and Item 1, "Business." The following table compares business segment revenues as well as impacts from acquisitions, divestitures, and foreign currency movements for the year ended March 31, 2025 to the year ended March 31, 2024.
Our provision for income taxes is based on our current period income, changes in deferred income tax assets and liabilities, income tax rates, changes in uncertain tax benefits, and tax planning opportunities available to us in the various 46 Table of Contents jurisdictions in which we operate.
Our provision for income taxes is based on our current period income, changes in deferred income tax assets and liabilities, income tax rates, changes in uncertain tax benefits, and tax planning opportunities available to us in the various jurisdictions in which we operate.
A summary of significant assumptions used to determine the March 31, 2024 projected benefit obligations and the fiscal 2024 net periodic benefit costs is as follows: Synergy Health plc Isotron BV Synergy Health Daniken AG Synergy Health Radeberg Synergy Health Allershausen Harwell Dosimeters Ltd U.S.
A summary of significant assumptions used to determine the March 31, 2025 projected benefit obligations and the fiscal 2025 net periodic benefit costs is as follows: (dollars in thousands) Synergy Health plc Isotron BV Synergy Health Daniken AG Synergy Health Radeberg Synergy Health Allershausen Harwell Dosimeters Ltd U.S.
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 agreement to divest our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to exclude discontinued operations for comparability, as required.
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 exclude discontinued operations for comparability, as required.
Significant components of total selling, general, and administrative expenses (“SG&A”) are compensation and benefit costs, fees for professional services, travel and entertainment expenses, facility costs, gains or losses from divestitures, and other general and administrative expenses. SG&A increased 14.8% in fiscal 2024 over fiscal 2023.
Significant components of total selling, general, and administrative expenses (“SG&A”) are compensation and benefit costs, fees for professional services, travel and entertainment expenses, facility costs, gains or losses from divestitures, and other general and administrative expenses. SG&A increased 6.5% in fiscal 2025 over fiscal 2024.
The fiscal 2024 effective tax rate from continuing operations increased when compared to 2023, primarily due to non-recurring favorable discrete items recognized in fiscal 2023. Additional information regarding our income tax expense and effective income tax rate, is included in Note 10 to our consolidated financial statements titled, "Income Taxes." Business Segment Results of Operations.
The fiscal 2025 effective tax rate from continuing operations increased when compared to 2024, primarily due to changes in discrete items. Additional information regarding our income tax expense and effective income tax rate is included in Note 10 to our consolidated financial statements titled, "Income Taxes." Business Segment Results of Operations.
The Senior Public Notes were issued pursuant to an Indenture, dated as of April 1, 2021 (the “Base Indenture”), among FinCo, the Company, STERIS Corporation and Limited (the “Guarantors”) and U.S.
The Senior Public Notes were issued pursuant to an Indenture, dated as of April 1, 2021 (the “Base Indenture”), among FinCo, Parent, STERIS Corporation and Limited (the 39 Table of Contents “Guarantors”) and U.S.
The following discussion summarizes the significant changes in our financing cash flows for the years ended March 31, 2024 and 2023: • Payments on term loans – During fiscal 2024 and 2023, we repaid $60.0 million and $156.9 million of our term loans, respectively.
The following discussion summarizes the significant changes in our financing cash flows for the years ended March 31, 2025 and 2024: • Payments on term loans – During fiscal 2025 and 2024, we repaid $638.1 million and $60.0 million of our term loans, respectively.
For more information on these acquisitions refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures." Net Cash Used In Financing Activities – Net cash used in financing activities was $85.2 million for the year ended March 31, 2024, compared to net cash used in financing activities of $498.7 million for the year ended March 31, 2023.
For more information on these acquisitions refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures." Net Cash Used In Financing Activities – Net cash used in financing activities was $1,572.4 million for the year ended March 31, 2025, compared to net cash used in financing activities of $85.2 million for the year ended March 31, 2024.
Free cash flow was $620.3 million in fiscal 2024, compared to $409.6 million in fiscal 2023 (see subsection above titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).
Free cash flow was $787.2 million in fiscal 2025, compared to $620.3 million in fiscal 2024 (see subsection above titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).
Our sources of funding from credit as of March 31, 2024 are summarized below: • On March 19, 2021, the Company, STERIS Corporation, STERIS Limited (“Limited”), and STERIS Irish FinCo Unlimited Company ("FinCo", "STERIS Irish FinCo"), each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”) providing for a $1,250.0 million revolving credit facility (the “Revolver”), which replaced a prior revolving credit agreement. • The Revolver provides for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit.
Our sources of funding from credit as of March 31, 2025 are summarized below: • On October 7, 2024, STERIS plc (“Parent”), STERIS Corporation, STERIS Limited ("Limited"), and STERIS Irish FinCo Unlimited Company (“FinCo”), each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and 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.
During fiscal 2024 and fiscal 2023, we received cash proceeds totaling $10.5 million and $1.8 million, respectively, under these programs. Cash Flow Measures. The net cash provided by our operating activities was $973.3 million in fiscal 2024 compared to $756.9 million in fiscal 2023.
During fiscal 2025 and fiscal 2024, we received cash proceeds totaling $25.5 million and $10.5 million, respectively, under these programs. Cash Flow Measures. The net cash provided by our operating activities was $1,148.1 million in fiscal 2025 compared to $973.3 million in fiscal 2024.
The Senior Public Notes and the related guarantees are senior unsecured obligations of FinCo and the Guarantors, respectively, and are equal in priority with all other 43 Table of Contents unsecured and unsubordinated indebtedness of the Issuer and the Guarantors, respectively, from time to time outstanding, including, as applicable, under the Private Placement Senior Notes, borrowings under the Revolving Credit Facility, the Term Loan and the Delayed Draw Term Loan.
The Senior Public Notes and the related guarantees are senior unsecured obligations of FinCo and the Guarantors, respectively, and are equal in priority with all other unsecured and unsubordinated indebtedness of FinCo and the Guarantors, respectively, from time to time outstanding, including, as applicable, under the Private Placement Senior Notes and borrowings under the Revolving Credit Facility.
Interest on the Senior Public Notes is payable on March 15 and September 15 of each year, beginning on September 15, 2021, until their respective maturities. • As of March 31, 2024, a total of $484.5 million was outstanding under the Revolving Credit Agreement, based on currency exchange rates as of March 31, 2024.
Interest on the Senior Public Notes is payable on March 15 and September 15 of each year until their respective maturities. • As of March 31, 2025, a total of $34.8 million was outstanding under the Revolving Credit Agreement, based on currency exchange rates as of March 31, 2025.
The Revolver bears interest from time to time, at either the Base Rate, the applicable Relevant Rate, or the applicable Adjusted Daily Simple RFR, 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 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.
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 is structured as an equity sale.
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 should the Dental business achieve certain revenue targets in fiscal 2025.
During fiscal 2024, we also received $3.0 million in contributions from noncontrolling interest holders. 39 Table of Contents • Stock option and other equity transactions, net – We generally receive cash for issuing shares upon the exercise of options under our employee stock option program.
During fiscal 2024, we paid $1.6 million in distributions to noncontrolling interest holders and received $3.0 million in contributions from noncontrolling interest holders. • Stock option and other equity transactions, net – We generally receive cash for issuing shares upon the exercise of options under our employee stock option program.
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.
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.
Dollar Value at March 31, 2024 $80,000 Senior notes at 3.35% 2012 Private Placement December 2024 80,000 $25,000 Senior notes at 3.55% 2012 Private Placement December 2027 25,000 $125,000 Senior notes at 3.45% 2015 Private Placement May 2025 125,000 $125,000 Senior notes at 3.55% 2015 Private Placement May 2027 125,000 $100,000 Senior notes at 3.70% 2015 Private Placement May 2030 100,000 $50,000 Senior notes at 3.93% 2017 Private Placement February 2027 50,000 €60,000 Senior notes at 1.86% 2017 Private Placement February 2027 64,708 $45,000 Senior notes at 4.03% 2017 Private Placement February 2029 45,000 €20,000 Senior notes at 2.04% 2017 Private Placement February 2029 21,569 £45,000 Senior notes at 3.04% 2017 Private Placement February 2029 56,799 €19,000 Senior notes at 2.30% 2017 Private Placement February 2032 20,491 £30,000 Senior notes at 3.17% 2017 Private Placement February 2032 37,866 Total Senior Notes $ 751,433 The Private Placement Senior Notes were issued as follows: • On February 27, 2017, Limited issued and sold an aggregate principal amount of $95.0 million, €99.0 million, and £75.0 million of senior notes in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933.
Dollar Value at March 31, 2025 $25,000 Senior notes at 3.55% 2012 Private Placement December 2027 25,000 $125,000 Senior notes at 3.45% 2015 Private Placement May 2025 125,000 $125,000 Senior notes at 3.55% 2015 Private Placement May 2027 125,000 $100,000 Senior notes at 3.70% 2015 Private Placement May 2030 100,000 $50,000 Senior notes at 3.93% 2017 Private Placement February 2027 50,000 €60,000 Senior notes at 1.86% 2017 Private Placement February 2027 64,967 $45,000 Senior notes at 4.03% 2017 Private Placement February 2029 45,000 €20,000 Senior notes at 2.04% 2017 Private Placement February 2029 21,656 £45,000 Senior notes at 3.04% 2017 Private Placement February 2029 58,212 €19,000 Senior notes at 2.30% 2017 Private Placement February 2032 20,573 £30,000 Senior notes at 3.17% 2017 Private Placement February 2032 38,807 Total Senior Notes $ 674,215 The Private Placement Senior Notes were issued as follows: • On February 27, 2017, Limited issued and sold an aggregate principal amount of $95.0 million, €99.0 million, and £75.0 million of senior notes in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933.
Cash flows provided by operating activities were $973.3 million and free cash flow was $620.3 million in fiscal 2024 compared to cash flows provided by operating activities of $756.9 million and free cash flow of $409.6 million in fiscal 2023 (see subsection of MD&A titled, "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).
Cash flows provided by operating activities were $1,148.1 million and free cash flow was $787.2 million in fiscal 2025 compared to cash flows provided by operating activities of $973.3 million and free cash flow of $620.3 million in fiscal 2024 (see subsection of MD&A titled, "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).
We record expected recoveries under applicable insurance contracts when we are assured of recovery. Refer to Note 12 to our consolidated financial statements titled, "Commitments and Contingencies" for additional information. We are subject to taxation from federal, state and local, and foreign jurisdictions.
We record expected recoveries under applicable contracts when we are assured of recovery. Additional information regarding our commitments and contingencies is included in Note 12 to our consolidated financial statements titled, "Commitments and Contingencies." We are subject to taxation from United States federal, state and local, and foreign jurisdictions.
GAAP. The following tables present summarized results of operations for the year ended March 31, 2024 and summarized balance sheet information at March 31, 2024 and 2023 for the obligor group of the Senior Public Notes. The obligor group consists of the Parent Company Guarantor, Subsidiary Issuer, and Subsidiary Guarantors for the Senior Public Notes.
GAAP. The following tables present summarized results of operations for the year ended March 31, 2025 and summarized balance sheet information at March 31, 2025 and 2024 for the obligor group of the Senior Public Notes. The obligor group consists of Parent, FinCo, and the other Guarantors.
Holding all other assumptions constant, lowering the expected long-term rate of return on plan assets assumption for 48 Table of Contents our funded defined benefit pension plans by 50 basis points would have increased the fiscal 2024 benefit costs by less than $0.2 million.
Generally, net periodic benefit costs increase as the expected long-term rate of return on plan assets assumption decreases. Holding all other assumptions constant, lowering the expected long-term rate of return on plan assets assumption for our funded defined benefit pension plans by 50 basis points would have increased the fiscal 2025 benefit costs by less than $0.2 million.
We intend to use our existing cash and cash equivalent balances and cash generated from operations to fund capital expenditures and meet our other liquidity needs.
MATERIAL FUTURE CASH OBLIGATIONS AND COMMERCIAL COMMITMENTS Cash Requirements. We intend to use our existing cash and cash equivalent balances and cash generated from operations to fund capital expenditures and meet our other liquidity needs.
The Revolver may be increased in specified circumstances by up to $625.0 million at the discretion of the lenders. The Revolver matures on the date that is five years after March 19, 2021, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date.
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.
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 agreement to divest our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required.
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 agreement to divest our Dental segment, Dental is presented as discontinued operations.
The Dental segment results of operations have been reclassified to income (loss) from discontinued operations in the Consolidated Statements of Income and we have classified our Dental segment's assets and liabilities as held for sale for all periods presented in the accompanying Consolidated Balance Sheets. Previously, the Dental business was a separate reportable segment.
The Dental segment results of operations were reclassified to income (loss) from discontinued operations in the Consolidated Statements of Income for all periods presented, and we have classified our Dental segment's assets and liabilities as held for sale as of March 31, 2024 in the accompanying Consolidated Balance Sheets.
We supplement management expertise with valuation specialists in performing appraisals to assist us in determining the fair values of assets acquired and liabilities assumed. These valuations require us to make estimates and assumptions, especially with respect to intangible assets. We generally amortize our intangible assets over their estimated useful lives with the exception of indefinite lived intangible assets.
We supplement management expertise with valuation specialists in performing appraisals to assist us in determining the fair values of assets acquired and liabilities assumed. These valuations require us to make estimates and assumptions, especially with respect to intangible assets.
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. Less than 300 positions are being eliminated.
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 are designed to enhance profitability and improve efficiency.
We provide additional information about our share repurchases in Note 15 to our consolidated financial statements titled, "Repurchases of Ordinary Shares." • Cash dividends paid to ordinary shareholders – During fiscal 2024, we paid cash dividends totaling $200.6 million or $2.03 per outstanding share.
We provide additional information about our share repurchases in Note 15 to our consolidated financial statements titled, "Repurchases of Ordinary Shares." 38 Table of Contents • Cash dividends paid to ordinary shareholders – During fiscal 2025, we paid cash dividends totaling $219.9 million or $2.23 per outstanding share.
At March 31, 2024, we had $754.0 million of unused funding available under the Revolving Credit Agreement. The Revolving Credit Agreement includes a sub-limit that reduces the maximum amount available to us by letters of credit outstanding. At March 31, 2024, there was $11.4 million in letters of credit outstanding under the Credit Agreement.
At March 31, 2025, we had $1,048.6 million of unused funding available under the Revolving Credit Agreement. The Revolving Credit Agreement includes a sub-limit that reduces the maximum amount available to us by letters of credit outstanding. At March 31, 2025, there was $16.7 million in letters of credit outstanding under the Credit Agreement.
The following table compares our tax expense and effective income tax rates for the years ended March 31, 2024 and March 31, 2023: Years Ended March 31, Change Percent Change (dollars in thousands) 2024 2023 Income tax expense $ 149,530 $ 124,069 $ 25,461 20.5% Effective income tax rate 21.3 % 18.2 % The effective income tax rates from continuing operations for fiscal 2024 was 21.3% compared to 18.2% for fiscal 2023.
The following table compares our tax expense and effective income tax rates for the years ended March 31, 2025 and March 31, 2024: Years Ended March 31, Change Percent Change (dollars in thousands) 2025 2024 Income tax expense $ 184,650 $ 149,530 $ 35,120 23.5% Effective income tax rate 23.2 % 21.3 % The effective income tax rates from continuing operations for fiscal 2025 was 23.2% compared to 21.3% for fiscal 2024.
For more information on our Private Placement Senior Notes, refer to Note 8 to our consolidated financial statements titled, "Debt." • Proceeds under credit facilities, net – Net proceeds received under credit facilities totaled $181.5 million and $241.7 million for fiscal 2024 and 2023, respectively.
For more information on our Private Placement Senior Notes, refer to Note 8 to our consolidated financial statements titled, "Debt." • Payments/Proceeds under credit facilities, net – Net payments under credit facilities totaled $446.3 million for fiscal 2025 compared to net proceeds received under credit facilities of $181.5 million for fiscal 2024.
At the end of fiscal 2024, $484.5 million of debt was outstanding under our bank credit facility, compared to $301.7 million of debt outstanding under this facility at the end of fiscal 2023.
At the end of fiscal 2025, $34.8 million of debt was outstanding under our bank credit facility, compared to $484.5 million at the end of fiscal 2024.
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 consumable products, equipment maintenance, specialty services, and capital equipment.
Our Life Sciences segment provides a comprehensive offering of products and services designed to support biopharmaceutical and medical device 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.
The following table summarizes the calculation of our free cash flow for the years ended March 31, 2024 and 2023: Years Ended March 31, (dollars in thousands) 2024 2023 Net cash provided by operating activities $ 973,274 $ 756,947 Purchases of property, plant, equipment and intangibles, net (360,326) (361,969) Proceeds from the sale of property, plant, equipment and intangibles 7,381 14,587 Free cash flow $ 620,329 $ 409,565 RESULTS OF OPERATIONS In the following subsections, we discuss our performance and the factors affecting it.
The following table summarizes the calculation of our free cash flow for the years ended March 31, 2025 and 2024: Years Ended March 31, (dollars in thousands) 2025 2024 Net cash provided by operating activities $ 1,148,087 $ 973,274 Purchases of property, plant, equipment and intangibles, net (370,091) (360,326) Proceeds from the sale of property, plant, equipment and intangibles 9,195 7,381 Free cash flow $ 787,191 $ 620,329 RESULTS OF OPERATIONS In the following subsections, we discuss our performance and the factors affecting it.
Tax positions are settled primarily through the completion of audits within each individual tax jurisdiction or the closing of a statute of limitation. Changes in applicable tax law or other events may also require us to revise past estimates. The IRS of the United States routinely conducts audits of our federal income tax returns.
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.
LIQUIDITY AND CAPITAL RESOURCES The following table summarizes significant components of our cash flows for the years ended March 31, 2024 and 2023: Years Ended March 31, (dollars in thousands) 2024 2023 Net cash provided by operating activities $ 973,274 $ 756,947 Net cash used in investing activities (887,361) (383,330) Net cash used in financing activities (85,186) (498,718) Debt-to-total capital ratio 33.7 % 33.6 % Free cash flow $ 620,329 $ 409,565 Net Cash Provided By Operating Activities – The net cash provided by our operating activities was $973.3 million for the year ended March 31, 2024, compared to $756.9 million for the year ended March 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES The following table summarizes significant components of our cash flows for the years ended March 31, 2025 and 2024: Years Ended March 31, (dollars in thousands) 2025 2024 Net cash provided by operating activities $ 1,148,087 $ 973,274 Net cash provided by (used in) investing activities 388,773 (887,361) Net cash used in financing activities (1,572,364) (85,186) Debt-to-total capital ratio 23.6 % 33.7 % Free cash flow $ 787,191 $ 620,329 Net Cash Provided By Operating Activities – The net cash provided by our operating activities was $1,148.1 million for the year ended March 31, 2025, compared to $973.3 million for the year ended March 31, 2024.
The following discussion summarizes the significant changes in our investing cash flows for the years ended March 31, 2024 and 2023: • Purchases of property, plant, equipment, and intangibles, net – Capital expenditures was comparable in fiscal 2024 and 2023, totaling $360.3 million and $362.0 million for fiscal 2024 and 2023, respectively. • Proceeds from the sale of property, plant, equipment and intangibles – During fiscal 2024 and 2023 we received $7.4 million and $14.6 million, respectively, for proceeds from the sale of property, plant, equipment and intangibles.
The following discussion summarizes the significant changes in our investing cash flows for the years ended March 31, 2025 and 2024: • Purchases of property, plant, equipment, and intangibles, net – Capital expenditures totaled $370.1 million in fiscal 2025 compared to $360.3 million in fiscal 2024. • Proceeds from the sale of property, plant, equipment and intangibles – During fiscal 2025 and 2024 we received $9.2 million and $7.4 million, respectively, for proceeds from the sale of property, plant, equipment and intangibles.
We provide additional information about our defined benefit pension plans, defined contribution plan, and other post-retirement benefits plan in Note 11 to our consolidated financial statements titled, "Benefit Plans." Amount of Commitment Expiring March 31, (dollars in thousands) 2025 2026 2027 2028 2029 and thereafter Totals Commercial Commitments: Letters of credit and surety bonds 90,095 445 7,998 1,359 $ 530 $ 100,427 Letters of credit as security for self-insured risk retention policies 9,975 — — — — 9,975 Total Commercial Commitments $ 100,070 $ 445 $ 7,998 $ 1,359 $ 530 $ 110,402 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION STERIS plc ("Parent") and its wholly-owned subsidiaries, Limited and STERIS Corporation (collectively "Guarantors" and each a "Guarantor"), each have provided guarantees of the obligations of FinCo, a wholly-owned subsidiary issuer, under Senior Public Notes issued by FinCo on April 1, 2021 and of certain other obligations relating to the Senior Public Notes.
We provide additional information about our defined benefit pension plans, defined contribution plan, and other post-retirement benefits plan in Note 11 to our consolidated financial statements titled, "Benefit Plans." 41 Table of Contents Amount of Commitment Expiring March 31, (dollars in thousands) 2026 2027 2028 2029 2030 and thereafter Totals Commercial Commitments: Letters of credit and surety bonds 110,901 2,907 595 1,731 $ 388 $ 116,522 Letters of credit as security for self-insured risk retention policies 10,875 — — — — 10,875 Total Commercial Commitments $ 121,776 $ 2,907 $ 595 $ 1,731 $ 388 $ 127,397 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION Parent and its wholly-owned subsidiaries, Limited and STERIS Corporation, each have provided guarantees of the obligations of FinCo, a wholly-owned subsidiary issuer, under Senior Public Notes issued by FinCo on April 1, 2021 and of certain other obligations relating to the Senior Public Notes.
For more information refer to Note 19 to our consolidated financial statements, titled "Fair Value Measurements." • Investment in convertible notes – During fiscal 2024, we invested $1.5 million in convertible notes related to funding the development of intellectual property. • Acquisition of businesses, net of cash acquired – During fiscal 2024 and 2023, we used $546.3 million and $42.6 million, respectively, for acquisitions.
For more information refer to Note 19 to our consolidated financial statements, titled "Fair Value Measurements." • Purchases of equity investments and convertible notes – During fiscal 2025 and fiscal 2024, we purchased $10.8 million and $1.5 million, respectively, in equity investments and convertible notes related to funding the development of intellectual property and access to new markets. • Acquisition of businesses, net of cash acquired – During fiscal 2025 and 2024, we used $54.1 million and $546.3 million, respectively, to acquire businesses.
The above descriptions reflect those amendments. • On April 1, 2021, FinCo (the "Issuer") completed an offering of $1,350.0 million in aggregate principal amount, of its senior notes in two separate tranches: (i) $675.0 million aggregate principal amount of the Issuer’s 2.70% Senior Notes due 2031 (the “2031 Notes”) and (ii) $675.0 million aggregate principal amount of the Issuer’s 3.750% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Senior Public Notes”).
Alternative Currency Advances are limited in the aggregate to the equivalent of $625.0 million. • On April 1, 2021, FinCo completed an offering of $1,350.0 million in aggregate principal amount, of its senior notes in two separate tranches: (i) $675.0 million aggregate principal amount of the FinCo’s 2.700% Senior Notes due 2031 (the “2031 Notes”) and (ii) $675.0 million aggregate principal amount of the FinCo’s 3.750% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Senior Public Notes”).
During the year, we increased our quarterly dividend for the eighteenth consecutive year to $0.52. Outlook. In fiscal 2025 and beyond, we expect to manage our costs, grow our business with internal product and service development, invest in greater capacity, and augment these value creating methods with potential acquisitions of additional products and services.
In fiscal 2026 and beyond, we expect to manage our costs, grow our business with internal product and service development, invest in greater capacity, and augment these value creating methods with potential acquisitions of additional products and services.
Life Sciences revenues increased 6.5% in fiscal 2024, as compared to fiscal 2023 reflecting growth in service, capital equipment, and consumable revenues of 11.1%, 5.5%, 4.3% respectively. The constant currency organic growth of 5.8% is primarily due to increased pricing, impacting revenues by a mid-single digit percentage, as well as higher volume.
Healthcare revenues increased 7.4% in fiscal 2025, as compared to fiscal 2024, reflecting growth in service and consumable revenues of 13.5% and 11.8%, respectively, which was partially offset by declines in capital equipment revenues of 5.0%. The constant currency organic growth of 6.1% is primarily due to increased volume and pricing, impacting revenues by a low-single digit percentage.
During fiscal 2024, our investments in research and development have continued to be focused on, but were not limited to, enhancing capabilities of sterile processing combination technologies, procedural products and accessories, and devices and support accessories used in gastrointestinal endoscopy procedures. Restructuring Expenses. We adopted and announced a targeted restructuring plan (the "Restructuring Plan").
During fiscal 2025, our investments in research and development have continued to be focused on, but were not limited to, enhancing capabilities of sterile processing technologies, procedural products and accessories, and devices and support accessories used in gastrointestinal endoscopy procedures. Illinois EO Litigation Settlement .
Unfavorable impacts from inflation and material costs (120 basis points), restructuring charges (40 basis points), adjustments and other charges (40 basis points), productivity (30 basis points), and fluctuations in currency (10 basis points) were partially offset by favorable impacts from pricing (150 basis points), mix (30 basis points), and acquisitions (10 basis points). Operating Expenses.
Favorable impacts from pricing (130 basis points), mix (70 basis points), material costs (30 basis points), productivity (20 basis points), and divestitures (20 basis points) were partially offset by unfavorable impacts from inflation (150 basis points) and adjustments and other charges (30 basis points). Operating Expenses.
During fiscal 2023, we paid cash dividends totaling $183.5 million or $1.84 per outstanding share. • Transactions with noncontrolling interest holders – During fiscal 2024 and 2023, we paid $1.6 million and $0.8 million, respectively, in distributions to noncontrolling interest holders.
During fiscal 2024, we paid cash dividends totaling $200.6 million or $2.03 per outstanding share. • Transactions with noncontrolling interest holders – During fiscal 2025, we paid $2.1 million in distributions to noncontrolling interest holders and received $2.5 million in contributions from noncontrolling interest holders.
Ireland revenues for fiscal 2024 were $82.7 million, representing an increase of $8.4 million, or 11.3%, over fiscal 2023 revenues of $74.3 million, reflecting growth in service and consumable revenues, which were partially offset by a decline in capital equipment revenues.
United States revenues for fiscal 2025 were $4,007.6 million, representing an increase of $256.2 million, or 6.8%, over fiscal 2024 revenues of $3,751.4 million, reflecting growth in service and consumable revenues, partially offset by a decline in capital equipment revenues.
Commercial commitments include standby letters of credit, letters of credit required as security under our self-insured risk retention policies, and other potential cash outflows resulting from events that require us to fulfill commitments. Due to the announced sale of the Dental segment, Dental is classified as a discontinued operation. As such, obligations included below do not include the Dental segment.
Commercial commitments include standby letters of credit, letters of credit required as security under our self-insured risk retention policies, and other potential cash outflows resulting from events that require us to fulfill commitments.
Our gross profit percentage decreased to 43.2% for fiscal 2024 as compared to 43.7% for fiscal 2023.
Our gross profit percentage increased to 44.0% for fiscal 2025 as compared to 43.2% for fiscal 2024.
References to products are summaries only and should not be considered the specific terms of the product clearance or literature. Unless legally required, STERIS does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized.
Unless legally required, STERIS does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. 48 Table of Contents
During 2023, we sold the remaining component of the Animal Healthcare business for $6.6 million. For more information, refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures." • Proceeds from the sale of investments – During fiscal 2024, we received $3.9 million in proceeds from the sale of one of our equity investments.
For more information, refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures" and Note 4 to our consolidated financial statements titled "Discontinued Operations." During fiscal 2024, we received proceeds of $9.5 million from the release of funds held in escrow related to the sale of the Renal Care business during fiscal 2022. • Proceeds from the sale of investments – During fiscal 2024, we received $3.9 million in proceeds from the sale of one of our equity investments.
The following table compares our gross profit for the year ended March 31, 2024 to the year ended March 31, 2023: Years Ended March 31, Change Percent Change (dollars in thousands) 2024 2023 Gross profit: Product $ 1,247,872 $ 1,092,391 $ 155,481 14.2 % Service 970,288 888,335 81,953 9.2 % Total gross profit $ 2,218,160 $ 1,980,726 $ 237,434 12.0 % Gross profit percentage: Product 45.1 % 46.2 % Service 40.9 % 40.9 % Total gross profit percentage 43.2 % 43.7 % 34 Table of Contents Our gross profit is affected by the volume, pricing and mix of sales of our products and services, as well as the costs associated with the products and services that are sold.
The following table compares our gross profit for the year ended March 31, 2025 to the year ended March 31, 2024: Years Ended March 31, Change Percent Change (dollars in thousands) 2025 2024 Gross profit: Product $ 1,357,329 $ 1,247,872 $ 109,457 8.8 % Service 1,045,435 970,288 75,147 7.7 % Total gross profit $ 2,402,764 $ 2,218,160 $ 184,604 8.3 % Gross profit percentage: Product 47.3 % 45.1 % Service 40.4 % 40.9 % Total gross profit percentage 44.0 % 43.2 % 33 Table of Contents Our gross profit is affected by the volume, pricing and mix of sales of our products and services, as well as the costs associated with the products and services that are sold.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCOMMODITY RISK We are dependent on basic raw materials, sub-assemblies, components, and other supplies used in our operations. Our financial results could be affected by the availability and changes in prices of these materials. Some of these materials are sourced from a limited number of suppliers or only a single supplier.
Biggest changeOur financial results could be affected by the availability and changes in prices of these materials. Some of these materials are sourced from a limited number of suppliers or only a single supplier. These materials are also key source materials for our competitors. Therefore, if demand for these materials rises, we may experience increased costs and/or limited or unavailable supplies.
Note 20 to our consolidated financial statements titled, “Reclassifications out of Accumulated Other Comprehensive (Loss) Income,” contains additional information about the impact of translation on accumulated other comprehensive income (loss) and equity.
Note 20 to our consolidated financial statements titled, “Reclassifications out of Accumulated Other Comprehensive Income (Loss),” contains additional information about the impact of translation on accumulated other comprehensive income (loss) and equity.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the ordinary course of business, we are exposed to various risks, including, but not limited to, interest rate, foreign currency, and commodity risks. These risks are described in the sections that follow. INTEREST RATE RISK As of March 31, 2024, we had $2,101.4 million in fixed rate senior notes outstanding.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the ordinary course of business, we are exposed to various risks, including, but not limited to, interest rate, foreign currency, and commodity risks. These risks are described in the sections that follow. INTEREST RATE RISK As of March 31, 2025, we had $2,024.2 million in fixed rate senior notes outstanding.
As of March 31, 2024, we had $484.5 million in outstanding borrowings under our Credit Agreement and $638.1 million in term loans which are exposed to changes in interest rates. Based upon our debt structure at March 31, 2024, a hypothetical 100 basis point increase in floating interest rates would increase annual interest expense by approximately $11.2 million.
As of March 31, 2025, we had $34.8 million in outstanding borrowings under our Credit Agreement which are exposed to changes in interest rates. Based upon our debt structure at March 31, 2025, a hypothetical 100 basis point increase in floating interest rates would increase annual interest expense by approximately $0.3 million.
At March 31, 2024, we held commodity swap contracts to buy 789.0 thousand pounds of nickel. 52 Table of Contents
At March 31, 2025, we held commodity swap contracts to buy 592.4 thousand pounds of nickel. 49 Table of Contents
We do not use derivative financial instruments for speculative purposes. At March 31, 2024, we held foreign currency forward contracts to buy 48.0 million British pounds sterling and 4.0 million euros; and to sell 150.0 million Mexican pesos, and 18.0 million Australian dollars.
We do not use derivative financial instruments for speculative purposes. At March 31, 2025, we held foreign currency forward contracts to buy 44.0 million British pounds sterling and 15.0 million euros, and to sell 13.0 million Australian dollars. COMMODITY RISK We are dependent on basic raw materials, sub-assemblies, components, and other supplies used in our operations.
Removed
These materials are also key source materials for our competitors. Therefore, if demand for these materials rises, we may experience increased costs and/or limited or unavailable supplies.

Other STE 10-K year-over-year comparisons